Primis Financial (FRST) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on June 26, 2025, to address director elections, board declassification, a new omnibus incentive plan, auditor ratification, and an advisory vote on executive compensation.

• Record date for voting is April 28, 2025, with 24,722,734 shares outstanding; a majority is required for quorum.

• Proxy materials are available online, and shareholders can vote by mail, phone, or online; proxies are revocable before the meeting.

Voting matters and shareholder proposals

• Four Class I directors are nominated for election to serve until 2028.

• Proposal to amend the Articles of Incorporation to declassify the board, moving to annual elections for all directors starting in 2026.

• Proposal to approve a new Omnibus Incentive Plan, replacing the 2017 plan, with a 600,000 share reserve and governance best practices.

• Ratification of Crowe LLP as independent auditor for 2025.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of ten directors, with a focus on diversity, experience, and independence; new leadership roles named in March 2025.

• Board leadership is separated between CEO and Chairman; regular refreshment and annual evaluations are conducted.

• Four standing committees: Audit, Corporate Governance, Compensation, and Enterprise Risk, each with defined responsibilities and independent members.

• Director nominations consider diversity of thought, experience, and community involvement.