DEF: Primis Financial Corp. 2026 Annual Meeting Proxy Statement

Primis Financial Corp. has issued its proxy statement for the 2026 Annual Meeting of Stockholders, detailing the election of directors, ratification of auditors, and advisory vote on executive compensation.

Summary

• Primis Financial Corp. is holding its 2026 Annual Meeting of Stockholders on Thursday, May 21, 2026, at 1:00 p.m. ET in Richmond, VA.
• The meeting agenda includes the election of ten directors, ratification of Crowe LLP as the independent registered public accounting firm for fiscal year 2026, and an advisory vote on executive compensation.
• The record date for determining stockholders entitled to vote is March 27, 2026.
• The company's Board of Directors is composed of ten members, with a slate of ten nominees proposed for election.
• Crowe LLP is proposed for reappointment as the independent auditor for the fiscal year ending December 31, 2026.
• A non-binding advisory vote will be held on the compensation of the named executive officers.
• The proxy materials, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available online.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it outlines standard corporate governance procedures and executive compensation practices, with a notable emphasis on CSR initiatives. There are no significant negative financial disclosures or immediate concerns highlighted.

Positives

• The company has a clear process for director nominations and evaluations, emphasizing diversity of thought and experience.
• The Board of Directors has separated the roles of CEO and Chairman, which is believed to enhance accountability and oversight.
• The company demonstrates a strong commitment to Corporate Social Responsibility (CSR) and sustainability, with specific programs like 'Primis Works' for single mothers and the 'Sheflett Memorial STEM Challenge'.
• Employee volunteerism is encouraged, with 16 hours of paid time off for volunteering and significant community donations ($140,000+ in 2025).
• The company has a robust stock ownership policy for directors to align their interests with stockholders.
• Executive compensation is linked to company performance, with a significant portion of long-term incentives being performance-based.
• The company's clawback policy complies with NASDAQ listing standards.
• The Audit Committee is composed of independent directors, with one designated as an audit committee financial expert.
• The company has a policy to review related party transactions for potential conflicts of interest.

Negatives

• The filing mentions material weaknesses in the Company's internal control over financial reporting in the context of the change in independent auditors.
• Eric Johnson, a director, did not timely file a Form 4 for purchase transactions on October 28, 2025, though it was subsequently reported.

Risks

• Oversight of cybersecurity risk is a significant focus due to its importance for financial institutions.
• The company's Enterprise Risk Committee oversees enterprise-wide risk management, including strategies, policies, and systems for identifying, assessing, measuring, and managing material risks.
• The Audit Committee oversees financial and regulatory risks, while the Corporate Governance Committee manages CSR risks and board-related issues.
• The Asset-Liability Management Committee of the Bank's Board oversees risks related to investments in securities, liquidity, and interest rate risk.

Future Outlook

The company is seeking stockholder approval for the election of directors, ratification of its independent auditor for fiscal year 2026, and advisory approval of executive compensation. The company also outlines deadlines for future stockholder proposals for the 2027 Annual Meeting.

Management Comments

• The Board of Directors believes that bifurcating the roles of Chief Executive Officer and Chairman is in the best interests of the Company and its stockholders, as doing so best positions the Company to carry out its strategic plan for core growth and enhanced performance; provides for greater accountability and transparency; enhances oversight of operations; and provides for greater Board involvement.
• The Compensation Committee concluded that the results of the advisory say-on-pay vote at the 2025 annual meeting (approximately 96% approval) reflected stockholder support of our compensation program, and therefore did not make material changes to our executive compensation program.
• The Compensation Committee believes linking compensation to Company performance is critical for ensuring management alignment with stockholders, particularly for CEO compensation.
• The Compensation Committee considered using its discretion to increase general incentive levels for executive management for 2025 in recognition of the substantial progress made during the year but ultimately declined to do so given the elevated level of nonperforming assets experienced during the year.

Industry Context

StockSavvy.ai notes that Primis Financial Corp.'s proxy statement reflects standard corporate governance practices for a publicly traded financial institution, including detailed disclosures on director qualifications, executive compensation, and risk oversight. The company's emphasis on CSR and community engagement aligns with broader industry trends.

Comparison to Industry Standards

• The peer group for executive compensation benchmarking consists of 23 mid-Atlantic U.S. banks with assets ranging from $2.2 billion to $6.5 billion, with a median of $3.9 billion.
• The company's stock ownership guidelines for directors require ownership of unencumbered shares equal to 100% of average annual board compensation before their third anniversary.
• The company's clawback policy aligns with NASDAQ listing standards and Rule 10D-1 under the Securities Exchange Act of 1934.
• The CEO pay ratio of 36:1 is within the range often seen in the financial services industry, though direct comparison requires careful consideration of methodology.

Corporate Governance

Related Party Transactions

• Sharon C. Taylor, daughter of Marie T. Leibson (EVP & Chief Credit Officer), is employed as a Vice President, receiving approximately $127,899 in total compensation in 2025.
• Christian D. Zember, nephew of Dennis J. Zember, Jr. (CEO), is employed as a small business banker, receiving approximately $104,104 in salary in 2025.
• Loans to directors, executive officers, and certain significant stockholders are made in the ordinary course of business on substantially the same terms as for unaffiliated persons, totaling $17.6 million as of December 31, 2025.
• The company has a policy requiring Board review of related party transactions exceeding $120,000 for potential conflicts of interest.

Stakeholder Impact

• Shareholders: The election of directors, ratification of auditors, and advisory vote on executive compensation directly impact shareholder governance and oversight. The stock ownership policy aims to align director interests with shareholders.
• Employees: Executive compensation is designed to attract, retain, and motivate key employees. The company also highlights its CSR programs, such as 'Primis Works', which provides opportunities for single mothers.
• Customers: The company emphasizes its commitment to CSR and responsible business practices, which can influence customer perception and loyalty.
• Creditors: While not explicitly detailed, the company's financial health and risk management practices, overseen by the Board and its committees, are relevant to creditors.

Next Steps

• Stockholders are urged to submit their proxies as soon as possible.
• Stockholders are invited to attend the Annual Meeting on May 21, 2026.
• The company will furnish a copy of its Annual Report on Form 10-K for the year ended December 31, 2025, upon written request.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting and does not contain new material financial information or strategic shifts that would warrant a change in investment recommendation. The company's governance practices and CSR initiatives are positive, but the core business performance and outlook are not detailed in this document. Therefore, a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Primis Financial Corp., Proxy Statement, Annual Meeting, Stockholder Meeting, Election of Directors, Executive Compensation, Independent Auditor, Corporate Governance, Crowe LLP, SEC Filing