Southside Bancshares (SBSI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, to elect four directors, approve executive compensation, adopt a new incentive plan, and ratify the external auditor.

• Shareholders of record as of March 19, 2025, are eligible to vote on these matters.

• The proxy statement details voting procedures, board structure, compensation, governance, and ESG initiatives.

Voting matters and shareholder proposals

• Four director nominees: three for terms expiring 2028, one for 2026.

• Non-binding advisory vote on executive compensation (Say-on-Pay).

• Approval of the 2025 Incentive Plan, replacing the 2017 plan, with 1.2 million shares reserved.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Shareholder proposals for 2026 must be submitted by November 27, 2025.

Board of directors and corporate governance

• Board will reduce to 11 members post-meeting, with a majority independent under NYSE rules.

• Board committees: Audit, Compensation, Risk, Corporate Governance/Nominating, Innovation/IT.

• Annual board self-assessment and director training on governance, ESG, and risk.

• Directors must own at least 5,000 shares within five years; all current directors meet this requirement.

• Board term limits require retirement after age 75.