DEF 14A: Primis Financial Corp. Announces 2024 Annual Meeting of Stockholders

Primis Financial Corp. will hold its 2024 Annual Meeting of Stockholders virtually on December 19, 2024, to elect directors, ratify the appointment of independent auditors, and conduct an advisory vote on executive compensation.

Summary

• Primis Financial Corp. is holding its 2024 Annual Meeting of Stockholders on December 19, 2024, at 12:30 p.m. (Eastern Time).
• The meeting will be held virtually via the internet.
• Stockholders will vote on the election of three Class III directors, the ratification of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and an advisory vote on executive compensation.
• The record date for determining stockholders eligible to vote is October 29, 2024.
• Stockholders can vote virtually during the meeting or by proxy in advance.
• The proxy statement and the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available online at www.envisionreports.com/FRST.

Sentiment

Score: 6

Explanation: The document is neutral. While it covers standard corporate governance matters, the mention of below-expected net income and the auditor change introduce some negative sentiment.

Positives

• The company is providing stockholders with multiple avenues to vote, including online, by phone, and by mail.
• The company encourages stockholders to submit their proxies in advance of the Annual Meeting.
• The Board of Directors is actively involved in overseeing the management of the company's risks.
• The company has adopted a Code of Ethics that applies to all directors, officers and employees.
• The company has a stock matching program for directors to encourage further stock ownership.
• The company is committed to ESG practices and has made several accomplishments in volunteerism, sponsorship, donations, empowering women and girls, sharpening minds for all generations, and advancing STEM opportunities for women and minorities.

Negatives

• The company's net income for 2023 was below expectations, leading the Compensation Committee to eliminate short-term incentive payments for executive management.
• FORVIS will decline to stand for re-appointment as the Company's independent registered public accounting firm for the year ending December 31, 2024.
• The company had to restate its financial statements for the year ended December 31, 2022, due to an error in accounting for an agreement with a third-party.

Risks

• Information security is a significant operational risk for financial institutions, including the risk of losses resulting from cyber-attacks.
• The company faces environmental risks to its businesses, including the potential risks associated with climate change.
• The company's success depends on its ability to attract, retain, and motivate executive management talent.
• The company's performance-based equity awards are subject to the achievement of pre-established performance goals, which may not be met.
• The company's Clawback Policy only applies to incentive compensation received on or after October 2, 2023, limiting its effectiveness in recovering past compensation.

Future Outlook

The company aims to build formal ESG programs and demonstrate how Primis culture helps shape its service to all stakeholders.

Industry Context

The document provides insight into corporate governance practices, executive compensation structures, and the selection of independent auditors, which are all standard considerations for publicly traded financial institutions.

Comparison to Industry Standards

• The peer group used by the Consultant to review executive compensation consisted of 24 mid-Atlantic U.S. banks ranging in assets from $2.3 billion to $6.0 billion, with median assets of $3.2 billion and median market cap of $406 million.
• The peer group included ACNB Corporation, American National Bankshares, Blue Ridge Bankshares, C&F Financial Corporation, Capital City Bank Group, CapStar Financial Holdings, Carter Bankshares, City Holding, CNB Financial, Codorus Valley Bancorp, Colony Bankcorp, First Bank, First Community Bancshares, HomeTrust Bancshares, MetroCity Bankshares, Mid Penn Bancorp, MVB Financial, Orrstown Financial Services, Peoples Financial Services, SmartFinancial Inc., Southern First Bancshares, Summit Financial Group, Shore Bancshares, Inc. and Wilson Bank Holding Company.
• The company's stock ownership guidelines for directors require them to own unencumbered shares with a minimum value equal to 100% of the average annual board compensation before their third anniversary as a board member.

Related Party Transactions

• Sharon C. Taylor, the daughter of Marie T. Leibson, Executive Vice President and Chief Credit Officer of the Company and the Bank, is employed as a Vice President of the Bank, and received a salary, bonus and stock awards totaling approximately $119,193 in 2023, as well as benefits consistent with those provided to other employees with equivalent qualifications and responsibilities.
• Christian D. Zember, the nephew of Dennis J. Zember, Jr, Chief Executive Officer of the Company and the Bank, is employed as a small business banker of the Bank, and received a salary totaling approximately $81,439 in 2023, as well as benefits consistent with those provided to other employees with equivalent qualifications and responsibilities.
• As of December 31, 2023, there were 37 loans outstanding to directors and executive officers and certain significant stockholders of the Company and the Bank totaling $25.1 million in the aggregate.

Stakeholder Impact

• Stockholders have the opportunity to vote on key decisions affecting the company's governance and executive compensation.
• Employees are impacted by the company's compensation policies and benefit plans.
• The company's ESG initiatives aim to promote positive social impacts and transparent governance practices, benefiting the broader community.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board of Directors and relevant committees will consider the voting results when making future decisions.
• The company will continue to build sustainability infrastructure and practices in support of positive societal impacts, ESG factors, and transparency.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Executive Compensation, Audit Committee, Corporate Governance, Stockholders, Primis Financial, Compensation, Financial