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.

• Four Class I directors are nominated for election, and a proposal seeks to declassify the board, moving to annual elections for all directors starting in 2026.

• Stockholders are encouraged to vote by proxy or in person, with detailed procedures for voting and revocation provided.

• The proxy statement includes the full text of the proposed Omnibus Incentive Plan and the amendment to the articles of incorporation.

Voting matters and shareholder proposals

• Proposals include: election of four Class I directors, declassification of the board, approval of the Omnibus Incentive Plan, ratification of Crowe LLP as auditor, and a non-binding say-on-pay vote.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by January 16, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of ten directors, with a focus on diversity, experience, and independence.

• Recent leadership changes include John F. Biagas as Chairman and W. Rand Cook as Vice-Chairman.

• The board has four committees: Audit, Corporate Governance, Compensation, and Enterprise Risk, each with defined responsibilities and independent members.

• Annual board and individual director evaluations are conducted, with a framework for regular refreshment and diversity.

• The company maintains a code of ethics, insider trading policy, and prohibits hedging by directors and employees.