DEF: Wilson Bank Reports Record 2025 Income, Exceeds $5B Assets

Sentiment:

Proxy Statement 20 March 2026 4:33 PM

Wilson Bank Holding Company achieved strong financial performance in 2025, surpassing $5 billion in total assets and reaching record income levels, driven by disciplined strategy execution and loan growth.

Better than expectedAchieved "another impressive year" with "strong financial performance."Exceeded $5 billion in total assets.Achieved "record levels of income."Reported loan growth of $259.2 million.Bank's net income increased by 33.52% compared to 2024.

Summary

2025 was an impressive year marked by strong financial performance and meaningful progress toward long-term strategic objectives.
Total assets grew beyond $5 billion.
Achieved record levels of income.
Loan growth of $259.2 million was recorded during 2025.
This growth was supported by a strong and stable core deposit base.
The Bank's estimated net income for 2025 was $76.9 million, with reported net income for the year at $77.6 million, representing a 33.52% increase compared to 2024.
The Annual Meeting of Shareholders is scheduled for Thursday, April 23, 2026, at 5:00 p.m. (CDT).
Shareholders will vote on electing four Class I directors, ratifying RubinBrown LLP as the independent registered public accounting firm for 2026, and a non-binding advisory vote on executive compensation.
The Board of Directors recommends voting FOR all proposals.
RubinBrown LLP was engaged as the new independent registered public accounting firm on August 4, 2025, following the merger of Maggart & Associates, P.C. into RubinBrown LLP.
Executive compensation for 2025 was determined with the objective of attracting and retaining high-quality talent and rewarding individual and company performance.
Named Executive Officers' compensation is more heavily weighted toward cash, with increasing utilization of equity-based awards.
The CEO pay ratio for 2025 was 32 to 1, comparing the CEO's annual total compensation of $1,810,845 to the median employee's annual total compensation of $57,245.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive filing, highlighting record financial performance, significant asset and loan growth, and a stable operational foundation. The clear strategic execution and positive shareholder vote on compensation further bolster confidence, despite minor compliance issues.

Positives

Total assets grew beyond $5 billion in 2025.
Achieved record levels of income in 2025.
Loan growth of $259.2 million was recorded in 2025.
The company maintains a strong and stable core deposit base.
Net income for 2025 was $77.6 million, a 33.52% increase over 2024.
Shareholders overwhelmingly approved the 2022 executive compensation program with 96.8% of votes cast in favor.
The company's strong financial performance and profitability in fiscal year 2025 reinforce the view that the executive compensation program is achieving its objectives.

Negatives

One late Form 4 filing by Ms. Pominski, one late Form 4 filing by Mr. Clemons, and one late Form 5 filing by Mr. Patton were noted regarding Section 16(a) reports.

Risks

Liquidity risk
Credit risk
Operations risk
Regulatory compliance risk
Fraud risk
Cybersecurity risk

Future Outlook

The Personnel Committee targeted 2026 compensation for Named Executive Officers at the 50th to 60th percentile of a peer group of 20 banks in the Southeast United States with $3 billion to $13.2 billion in total assets, assuming the Bank's performance achieves budgeted results. Base salaries for Named Executive Officers have been set for 2026, and the cash incentive plan remains largely unchanged from 2025.

Management Comments

"2025 was another impressive year marked by strong financial performance and meaningful progress toward our long-term strategic objectives."
"Continued growth beyond $5 billion in total assets and the achievement of record levels of income reflect the disciplined execution of our strategy, the dedication of our employees, and the trust placed in us by our customers and communities."
"Delivering consistent returns to our shareholders while supporting economic growth in our markets remains central to our mission."
"We remained well positioned to meet the needs of our markets including through our providing quality lending solutions to local businesses and financing real estate investments, resulting in loan growth of $259.2 million during the year."
"This growth was supported by a growing strong and stable core deposit base, which reinforces our belief in our ability to perform across varying economic cycles."
"We continue to focus on relationship banking, with accessibility, dependability, and local decision-making serving as the foundation of the relationships we have built over nearly 40 years."

Industry Context

StockSavvy.ai notes that Wilson Bank Holding Company's reported growth beyond $5 billion in total assets and record income levels in 2025 indicate robust performance in the regional banking sector, particularly within the Mid-South and Southeast United States. The focus on relationship banking, local decision-making, and a stable core deposit base positions the company well to navigate varying economic cycles, a key differentiator in a competitive financial landscape. The compensation peer group of banks between $3 billion and $13.2 billion in total assets suggests the company benchmarks itself against a significant segment of regional banks, aiming for competitive executive compensation.

Comparison to Industry Standards

The company's executive compensation targets the 50th to 60th percentile of a peer group of 19 banks (for 2025 compensation) and 20 banks (for 2026 compensation) across the Mid-South and Southeast United States with total assets between $3 billion and $12 billion (for 2025) and $3 billion and $13.2 billion (for 2026).
The Named Executive Officers' total compensation is more heavily weighted toward cash compensation, and their annual cash incentive compensation makes up a greater percentage of their total compensation than is typical for many peer companies.
The company's Total Shareholder Return (TSR) is compared against the KBW NASDAQ Bank Index.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Executive Vice President of the Company and the Bank; Chief Financial Officer of the Company and the Bank	Lisa Pominski	NA	March 31, 2024	Retirement

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Committee Establishment	Risk Oversight Committee was established by the Board of Directors.	May 2023	Enhances the Board's oversight of significant risk management policies and frameworks, including risk appetite and tolerance levels.
Charter Adoption/Amendment	Audit Committee Charter was amended and restated.	August 2024	Formalizes and updates the guidelines for the Audit Committee's responsibilities in financial reporting, auditing, and internal controls.
Charter Adoption	Risk Oversight Committee Charter was adopted by the Board of Directors.	May 2023	Provides a formal framework for the Risk Oversight Committee's review of risk management policies, risk appetite, and associated deficiencies.
Auditor Appointment	RubinBrown LLP was engaged as the new independent registered public accounting firm.	August 4, 2025	Ensures continuity of independent audit services following the merger of the previous firm, Maggart & Associates, P.C., into RubinBrown LLP.
Board Leadership Structure	Separation of Chief Executive Officer and Chairman of the Board roles.	May 2025 (Chairman role for Mr. Maynard)	Provides distinct leadership, with the CEO focusing on strategic direction and day-to-day operations, and the Chairman providing guidance and presiding over Board meetings.
Policy Adoption	Insider Trading Policy adopted, prohibiting unlawful trading, hedging, and related practices.	NA (filed as Exhibit 19.1 to 2024 Form 10-K)	Strengthens compliance with federal securities law and prevents misuse of material non-public information by directors and employees.

Related Party Transactions

Jack Bell Builders, owned by director Jack Bell, was paid an aggregate of $15,434 by the Bank in 2025 for remodels and repairs of several branch offices. Mr. Bell abstains from discussions and votes on projects involving his company.
Directors and principal officers of the Company, and businesses affiliated with them, are customers of the Bank and have had and expect to have loan or deposit transactions in the ordinary course of business. These transactions are on substantially the same terms as those prevailing in the market for comparable transactions with other parties and do not involve more than a normal risk of collectability or present other unfavorable features.

Stakeholder Impact

Shareholders: Strong financial performance, record income, and loan growth are positive for shareholder returns. The advisory vote on executive compensation and election of directors directly impacts shareholder governance.
Employees: Executive compensation programs are designed to attract and retain talent, and the company is mindful of the effect of executive compensation on all employees. 401(k) matching and profit-sharing contributions benefit employees.
Customers: Continued focus on relationship banking, accessibility, dependability, and local decision-making aims to meet customer needs and support economic growth in markets.
Communities: Providing quality lending solutions to local businesses and financing real estate investments supports economic growth in the communities served.

Next Steps

Shareholders to vote on electing four Class I directors at the Annual Meeting on April 23, 2026.
Shareholders to vote on ratifying RubinBrown LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shareholders to hold a non-binding, advisory vote on the Company's named executive officer compensation programs and practices.
The Board of Directors will review the voting results of the advisory vote on executive compensation and take them into consideration when making future decisions.
Shareholders may submit proposals for the 2027 annual meeting by November 20, 2026, for inclusion in the proxy statement.
Shareholders intending to solicit proxies for director nominees for the 2027 Annual Meeting under Rule 14a-19 must notify the Company by February 22, 2027.

Key Dates

Date	Description
1970	William P. Jordan became a farming operation partner.
1980	James F. Comer became Vice President Lending and Account Executive of Farm Credit Services of America.
May 1987	Wilson Bank and Trust (the Bank) was formed.
1987	J. Randall Clemons became Director of the Company and Chairman of the Bank's Board of Directors; James Anthony Patton became Director of the Company; Jack W. Bell became Director of the Company; Maggart & Associates, P.C. began serving as the Company's independent registered public accounting firm.
1989	William P. Jordan became a Real Estate investor; H. Elmer Richerson became Vice President of the Bank.
1992	J. Randall Clemons became President and Chief Executive Officer of the Company; H. Elmer Richerson became Executive Vice President of the Company.
1994	Jack W. Bell became Owner of Jack W. Bell Builders, Inc.; H. Elmer Richerson became Executive Vice President of the Bank.
1995	Jack W. Bell ceased being Vice President of Operations at Lebanon Aluminum Products, Inc.; James F. Comer ceased being Vice President Lending and Account Executive of Farm Credit Services of America.
1996	James F. Comer became Director of the Company.
1997	Lisa Pominski became Chief Financial Officer of the Company and the Bank.
1998	H. Elmer Richerson became Director of the Company.
2001	John C. McDearman III became Vice President of the Bank.
2002	H. Elmer Richerson became President of the Bank; John C. McDearman III became Senior Vice President of the Bank.
2003	James Anthony Patton became Salesman at Mid Tenn Technologies; Michael G. Maynard became Previous Owner and Chief Manager of FourStar Paving.
2006	James F. Comer became Owner/President of Comerica Enterprises, Inc.
December 30, 2008	Executive Salary Continuation Agreement with Mr. McDearman was amended.
2008	Clinton M. Swain became Co-owner of Fakes & Hooker Inc.
2009	James Anthony Patton became Owner of C & T Farms; John C. McDearman III became Executive Vice President of the Bank.
2010	James Anthony Patton became Salesman and Director of Business Development at Remar Inc.
October 1, 2012	Future benefit accruals under Executive Salary Continuation Agreements (Frozen Plans) were frozen; 2012 SERP Agreements became effective.
November 23, 2012	Executive Salary Continuation Agreement with Mr. McDearman was amended; Mr. Oakley's 2012 SERP Agreement was amended.
April 14, 2014	The Bank entered into Executive Survivor Income Agreements with certain Named Executive Officers and Director Survivor Income Agreements with certain directors.
2014	William P. Jordan became Director of the Company.
April 6, 2015	The Bank entered into a Director Survivor Income Agreement with Mr. Jordan.
May 22, 2015	Additional SERP Agreements (2015 SERP Agreements) were entered into.
September 26, 2016	Executive Salary Continuation Agreement with Mr. McDearman was amended to extend benefit payments.
2017	Lisa Pominski became Executive Vice President of the Company and the Bank; H. Elmer Richerson retired as Executive Vice President of the Company and President of the Bank.
December 31, 2017	Mr. Richerson retired from the Company and the Bank.
January 2018	Mr. Richerson began receiving monthly retirement payments.
2018	John C. McDearman III became Director of the Company and President of the Bank.
November 19, 2018	A SERP Agreement (2018 SERP Agreement) was entered into with Mr. Walker.
2019	J. Randall Clemons retired as President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank; James Anthony Patton ceased being Salesman and Director of Business Development at Remar Inc.; Michael G. Maynard became Director of the Company; Clinton M. Swain became Director of the Company.
December 31, 2019	Mr. Clemons retired from the Company and the Bank.
January 1, 2020	John C. McDearman III became Chairman of the Bank's Board of Directors, President and Chief Executive Officer of the Company, and Chief Executive Officer of the Bank; Mr. Clemons began receiving monthly retirement payments.
June 1, 2020	The Bank entered into Executive Survivor Income Agreements with Mr. Walker and Ms. Hawkins.
October 26, 2020	Existing SERP Agreements (other than the 2018 SERP Agreement) were amended to limit disability payments.
September 14, 2021	Executive Survivor Income Agreement with Mr. Walker and Ms. Hawkins was amended.
2022	Michael G. Maynard ceased being Previous Owner and Chief Manager of FourStar Paving.
2023	The Company held its triennial shareholder advisory vote on Named Executive Officer compensation; the Risk Oversight Committee was established in May 2023 and its charter adopted.
May 2023	J. Randall Clemons served as Chairman of the Company's Board of Directors until May 2024.
August 2024	The Audit Committee Charter was amended and restated.
November 13, 2024	Mr. Oakley reached early retirement age under his 2012 SERP Agreement.
2024	Lisa Pominski became Director of the Company.
March 31, 2024	Lisa Pominski retired as Executive Vice President and Chief Financial Officer of the Company and the Bank.
April 2024	Ms. Pominski began receiving early retirement benefits.
May 2024	James F. Comer served as Chairman of the Company's Board of Directors until May 2025.
February 3, 2025	Mr. McDearman became entitled to receive an early retirement benefit under his frozen Executive Salary Continuation Agreement and 2012 SERP Agreement upon reaching age 55.
June 2, 2025	Shareholders and professional staff of Maggart & Associates, P.C. joined RubinBrown LLP.
June 9, 2025	Ms. Hawkins was awarded 125 Restricted Stock Units (RSUs).
June 13, 2025	Mr. Foster was awarded 2,500 Non-qualified stock options.
June 23, 2025	2015 SERP Agreements for Messrs. McDearman, Foster, and Oakley, and the 2018 SERP Agreement for Mr. Walker were amended (2025 SERP Amendments) to provide early retirement benefits; a SERP Agreement (2025 SERP Agreement) was entered into with Ms. Hawkins.
August 4, 2025	Maggart & Associates resigned as the Company's independent registered public accounting firm; RubinBrown LLP was engaged as the new independent registered public accounting firm.
September 30, 2025	Peer group data for 2026 compensation analysis was based on total assets as of this date.
May 2025	Michael G. Maynard became Chairman of the Company's Board of Directors.
December 19, 2025	Annual cash incentive payments for Named Executive Officers were paid based on the Bank's estimated net income.
December 31, 2025	Fiscal year end for the Company; total assets exceeded $5 billion; net income was $77.6 million; total liability to Named Executive Officers under Executive Salary Continuation Agreements and SERP Agreements was $961,333.
March 2, 2026	Record Date for shareholders entitled to notice of and to vote at the Annual Meeting.
March 20, 2026	Date of the Dear Shareholder letter and Notice of Annual Meeting of Shareholders; Proxy material was first mailed to shareholders.
April 23, 2026	Annual Meeting of Shareholders will take place at 5:00 p.m. (CDT).
December 31, 2026	Fiscal year end for which RubinBrown LLP is appointed as independent registered public accounting firm.
November 20, 2026	Deadline for shareholder proposals for the 2027 annual meeting to be eligible for inclusion in the proxy statement.
December 24, 2026	Earliest date for shareholder notice of proposals for the 2027 Annual Meeting not included in proxy statement.
January 23, 2027	Latest date for shareholder notice of proposals for the 2027 Annual Meeting not included in proxy statement.
February 22, 2027	Deadline for notifying the Company of intent to solicit proxies for director nominees for the 2027 Annual Meeting under Rule 14a-19.
2027	Terms of Class II Directors (Jack W. Bell, H. Elmer Richerson, John C. McDearman III) expire at the Annual Meeting.
2028	Terms of Class III Directors (James F. Comer, Michael G. Maynard, Clinton M. Swain) expire at the Annual Meeting.
2029	Terms of Class I Directors (J. Randall Clemons, William P. Jordan, James Anthony Patton, Lisa Pominski) will expire if elected at the 2026 Annual Meeting.

Recommendation

strong buy

The filing indicates exceptional financial performance in 2025, with record income and substantial asset and loan growth, demonstrating effective strategic execution. The company's stable core deposit base and commitment to relationship banking suggest resilience across economic cycles. While executive compensation is weighted towards cash, the overall performance metrics are highly favorable, and the company's governance appears sound. These factors, combined with a positive outlook for 2026, make Wilson Bank Holding Company an attractive investment.

Keywords

Banking, Financial Services, Proxy Statement, SEC Filing, Corporate Governance, Executive Compensation, Director Election, Audit Firm, Shareholder Meeting, Loan Growth, Asset Growth, Net Income, Tennessee Bank

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