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DEF 14A 1 d126247ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

Independent Bank Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

2021

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

LOGO

LETTER TO SHAREHOLDERS

April 27, 2021

DEAR FELLOW SHAREHOLDER:

We are pleased to invite you to attend the 2021 Annual Meeting of Shareholders to be held online via live webcast on Thursday, May 27, 2021, at 2:30 p.m., Central Time. In order to participate in the virtual 2021 Annual Meeting, you must register at www.register.proxydocs.com/ibtx.

Please note that as part of the registration process, you will be required to enter your control number found on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will need to obtain your control number from your broker, bank or other nominee and will be required to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

You will also be asked to provide a valid email address during the registration process. Upon completing your registration, you will receive a confirmation email. Approximately one hour before the meeting begins, you will receive an additional email with a unique link that will allow you access to the virtual Annual Meeting.

During the meeting, we will provide an overview of the Company’s operating results for 2020 and plans for the year ahead. We will also vote on Annual Meeting matters, including the election of Class II directors.

Whether or not you’re able to join us for our virtual Annual Meeting, it is important that your shares be represented. Please take a moment to carefully read each of the proposals described in this Proxy Statement, and complete, date, sign and return the enclosed proxy card as soon as possible. For your convenience, you may also use Internet or telephone voting according to the instructions on the proxy card.

We appreciate your continued support of our Company and look forward to you joining us for the live webcast of our Annual Meeting.

Sincerely,

LOGO

David R. Brooks

Chairman, Chief Executive Officer and President

LOGO

NOTICE OF 2021 ANNUAL MEETING

OF SHAREHOLDERS

TO THE SHAREHOLDERS OF INDEPENDENT BANK GROUP, INC:

The annual meeting of shareholders (the “Annual Meeting”) of Independent Bank Group, Inc. (the “Company”), will be held on Thursday, May 27, 2021 at 2:30 p.m., Central Time. The meeting will be conducted exclusively online by live webcast. In order to participate in the virtual 2021 Annual Meeting, you must register at:

www.register.proxydocs.com/ibtx

Please note that as part of the registration process, you will be required to enter your control number found on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will need to contact your broker, bank or other nominee to obtain your control number and you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

You will also be asked to provide a valid email address during the registration process. Upon completing your registration, you will receive a confirmation email. Approximately one hour before the virtual Annual Meeting begins, you will receive an additional email containing a unique link to access the virtual meeting.

Only shareholders as of the close of business on April 5, 2021 may attend the virtual Annual Meeting, and any adjournment or postponement thereof. You will be able to access the webcast site fifteen (15) minutes prior to the meeting start time to check-in and to test your computer audio and video equipment. Virtual attendance at the meeting constitutes presence in person for purposes of quorum at the meeting. You will be able to vote your shares electronically and view the list of shareholders entitled to vote by following the instructions on the webcast site. You will need the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Should you require assistance in accessing the webcast or encounter difficulties in accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be included in the email containing the link to access the virtual meeting.

The 2021 Annual Meeting is being conducted for the following purposes:

1.	To elect three (3) directors named in the proxy statement (the “Proxy Statement”);

2.	To conduct an advisory, non-binding vote regarding the compensation of the Company’s named executive officers (“Say-on-Pay”);

3.	To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021; and

4.	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

A Proxy Statement describing these proposals is attached. If you have any questions concerning the Proxy Statement, would like additional copies of the Proxy Statement or need help voting your shares of the Company’s common stock, please contact Nicole Metcalf, the Company’s Corporate Secretary, at (972) 562-9004.

By Order of the Board of Directors,

LOGO

Nicole Metcalf

Corporate Secretary

McKinney, Texas

April 27, 2021

Your vote is important! You are encouraged to vote as soon as possible. Whether or not you plan to attend the meeting, please vote by completing, signing and dating the enclosed proxy card and promptly mailing it in the enclosed envelope. For your convenience, you may also vote via the Internet or by telephone per the instructions on the proxy card. Submitting your proxy by one of these methods will ensure that your shares are represented at the meeting.

TABLE OF CONTENTS


OUR PROXY STATEMENT		1

2020 FINANCIAL HIGHLIGHTS		3

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS		6

OUR ANNUAL MEETING		12

PROPOSAL I:	ELECTION OF DIRECTORS	18

Our Board of Directors		18

Identification & Evaluation of Director Candidates		19



		Key Director Attributes					19

		Board Diversity					20



Nominees for Election					20

Continuing Directors					23

Executive Officers					26

Board Governance					28



		Director Independence					28

		Board Leadership and Committees					28

		Meetings & Attendance					34

		Code of Conduct					34

		Code of Ethics for Financial Professionals					35

		Corporate Governance Guidelines					35

		Compensation Committee Interlocks and Insider Participation					35



Related Person and Certain Other Transactions					36

Stock Ownership of Directors, Nominees, Executive Officers and Principal Shareholders					38

Section 16(a) Beneficial Ownership Reporting Compliance					40

Director Compensation					41



		Overview					43

		Executive Summary					43

		Compensation Philosophy and Objectives					44

		Our Compensation Program					44

		Compensation Process, Policies and Practices					49



Board of Directors Compensation Committee Report on Executive Compensation		52

Summary Compensation Information		53

Grants of Plan-Based Awards		54

Outstanding Equity Awards at Fiscal Year-End		55

Option Exercises and Stock Vested		56

Potential Payments Upon Termination or Change in Control		57

CEO Pay Ratio		59

PROPOSAL III:	RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020	60

Fees Paid to Independent Registered Public Accounting Firm		60

Audit Committee Pre-Approval Policies and Procedures		61

Audit Committee Report		61

SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETING		63

VOTING		64

OTHER MATTERS		65

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

OUR PROXY STATEMENT

ABOUT OUR PROXY STATEMENT

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” “our Company,” “the Company” or “Independent” refer to Independent Bank Group, Inc., a Texas corporation, and its consolidated subsidiaries as a whole; references to the “Bank” refer to Independent Bank, a wholly owned subsidiary of the Company. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of our voting securities, which consist of our common stock, par value $0.01 per share (“common stock”).

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of the Company for use at the 2021 Annual Meeting of Shareholders of the Company to be held by webcast on Thursday, May 27, 2021 at 2:30 p.m., Central Time, and any adjournments thereof for the purposes set forth in this Proxy Statement and the accompanying notice of the meeting. To access the webcast of the meeting, you must first register at www.register.proxydocs.com/ibtx. You will be required to enter the control number on your proxy card or voting instructions as part of the registration process. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will need to contact your broker, bank or other nominee to obtain your control number and you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

You will also be asked to provide a valid email address during the registration process. Upon completing your registration, you will receive a confirmation email. Approximately one hour before the virtual Annual Meeting begins, you will receive an additional email containing a unique link to access the virtual meeting.

The close of business on April 5, 2021 has been fixed as the Record Date for the determination of shareholders entitled to notice of and to vote at the meeting or at any adjournment thereof. On the Record Date, there were 43,192,907 shares of our common stock issued and outstanding and entitled to vote at the meeting. A list of shareholders entitled to vote at the meeting will be available for inspection by any shareholder at the principal office of the Company during ordinary business hours for a period of at least ten (10) days prior to the meeting. A list of shareholders entitled to vote will also be electronically available by separate web link on the meeting site that will host the webcast of the Annual Meeting. This Proxy Statement, the notice of the meeting and the enclosed proxy card are first being sent to shareholders on or about April 27, 2021.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of its proxy materials on the Internet. You may access the following information at www.ibtx.com.

•

Notice of 2021 Annual Meeting of Shareholders to be held by webcast on Thursday, May 27, 2021;

•

Proxy Statement for 2021 Annual Meeting of Shareholders;

•

Form of Proxy; and

•

Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

OUR PROXY STATEMENT

YOUR VOTE IS IMPORTANT

You are eligible to vote on the matters described in this Proxy Statement if you were a shareholder as of the close of business on April 5, 2021 (the “Record Date”). For your convenience, you may vote either online, by mail, by phone, or in person during the live webcast of our Annual Meeting of Shareholders. You may attend the live webcast of the Annual Meeting if you were the shareholder of record as of the Record Date, or by providing proof that you are the beneficial owner of shares held in “street name” as outlined in the section of this Proxy Statement titled “Our Annual Meeting.”

LOGO

Visit the website listed in your voting materials

Call the toll-free voting number in your voting materials

Mail your completed and signed voting materials

Vote in person during the live webcast of Annual Meeting of Shareholders

SUMMARY OF PROPOSALS


		Proposal I: Election of Directors The Board of Directors recommends that you vote FOR each nominee.

		Proposal II: Advisory Vote on Executive Compensation (“Say-on-Pay”) The Board of Directors recommends that you vote FOR this proposal.

		Proposal III: Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2021 The Board of Directors recommends that you vote FOR this proposal.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

2020 FINANCIAL HIGHLIGHTS

The summary below highlights certain information about our historical and 2020 financial performance. For complete information regarding the Company’s 2020 performance, please see the Company’s Annual Report on Form 10-K for the year end December 31, 2020, which is included in your Annual Meeting materials and can be accessed by going to the “Investor Relations-SEC Filings” portion of our website, www.ibtx.com.

IBTX ON THE MOVE

Since the Company first went public in April of 2013, the Company has established a history of growing assets both organically and through strategic acquisitions.

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

2020 FINANCIAL HIGHLIGHTS

THE STRENGTH OF OUR CONSERVATIVE CREDIT CULTURE

The Company attributes a large part of its continued success to its conservative credit culture, which significantly contributed to our Company’s ability to withstand the unprecedented challenges presented by the COVID-19 pandemic.

CONSISTENT DIVIDEND GROWTH

The Company has also seen consistent growth in annual dividend per share since it went public in 2013.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

2020 FINANCIAL HIGHLIGHTS

2020 SELECTED FINANCIAL INFORMATION

Despite the challenges presented by 2020, as demonstrated below, the Company continued its track record of solid earnings, healthy balance sheet growth, superior credit metrics, and strong capital.

(IN THOUSANDS)


	2020			2019
Total Assets		$17,753,476			$14,958,207
Loans Held for Investment		13,076,095			$11,615,970
Deposits		14,398,927			$11,941,336
Net Income		201,209			$192,736
Earnings per Share (diluted)		$4.67			$4.46
Nonperforming Assets to Total Assets		0.29	%		0.21	%
Nonperforming Loans to Total Loans (held for investment)		0.44	%		0.24	%
Net Charge-Offs to Average Loans Outstanding		0.05	%		0.07	%
Tier 1 Risk-Based Capital Ratio		10.74	%		10.19	%
Total Risk-Based Capital Ratio		13.32	%		11.83	%
Total Shareholders’ Equity		$2,515,371			$2,339,773

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

MATTERS

REAFFIRMING AND ENHANCING OUR COMMITMENTS

Independent Bank Group’s Board of Directors and leadership recognize that modern businesses have a responsibility to make the world a better place by emphasizing Environmental, Social, and Governance (ESG) issues in addition to financial results. The Company’s ESG initiatives are outlined in the following sections.

“As community bankers, we actively support the markets we serve through hands-on philanthropic efforts designed to build healthier, more vibrant communities. This, coupled with our Board of Directors’ commitment to enhancing diversity and inclusion within our Company, allows us to provide meaningful and engaging employee experience while inspiring employees to be powerful forces for positive change.”

~David R. Brooks, Chairman, Chief Executive Officer, and President

ENVIRONMENTAL MATTERS

LOGO

Photograph By: Wade Griffith Photography

Our Company is committed to doing its part to contribute to sustaining the environment. In March of 2019, we completed construction of our new headquarters building—a six-story, 165,000 square foot facility. In January of 2021, we announced the beginning of construction of phase two of our headquarters—a six-story, 198,000 square foot building, with completion anticipated in 2022. Our current facility is LEED^® Silver Certified. Our design and construction strategy for these facilities incorporates environmentally friendly features that include:

• Intelligent electrochromic windows system that automatically adjusts tint levels across glass panels as lighting patterns shift throughout the day to allow more exposure to natural light and reflection of radiation, which reduces energy consumption for lighting and HVAC purposes;

• Low-flow plumbing fixtures to conserve water;

• Programmable LED lights that allow the lighting of occupied spaces to be controlled by motion sensor; and

• Angular design to maximize preservation of natural landscape, including a nature greenbelt, water features and access to walking trails.

Both our headquarters and branch locations utilize recycling and shredding receptacles that contributed to recycling more than 26,500 pounds of paper in 2020. Our locations also include video and telephone conference technology to promote virtual meetings and reduction of carbon footprint through decreased travel.

Environmental stability also informs our decisions on business strategy and products. We have taken great strides to become a more paperless institution by implementing technology and procedures that replace the paperwork intensive bank practices of the past, including our digital banking platform, which offers online banking and bill pay, mobile banking with mobile deposit, and estatements, and our online loan application process.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

SOCIAL MATTERS

Over the past year, the Company has continued to focus on the broader concept of stakeholders – shareholders, customers, communities, employees, and society at large. The sections below illustrate some of the Company’s ongoing commitments to serve each group of stakeholders.

COMMITMENT TO OUR CUSTOMERS

Our Company has a long track record of developing exceptional relationships with customers. We know their businesses and their needs, and our customers know us. We continually strive to raise our standard of service, and refine our product offerings to serve changing markets. As part of that process, we continue to adapt our technology to improve product availability and delivery. We are committed to enhancing our banking relationships, and will continue to leverage our unique experience and expertise to better understand and serve our customers in each and every market we serve.

Over 6,300

PPP Loans

Funded

This last year certainly presented some of the most unexpected market changes with the onset of the COVID-19 pandemic. As the COVID-19 pandemic caused economic disruption to our customers, we remained vigilant in crafting solutions to address their unique circumstances. We proudly delivered over 6,300 Paycheck Protection Program (“PPP”) loans totaling over $820 million to existing customers during the first round of PPP loan funding introduced by the Coronavirus Aid, Relief and Economic Security Act. We also participated in and are continuing to provide additional relief to borrowers through second round PPP funding under the Economic Aid to Hard-Hit Small Business,

Nonprofits, and Venues Act. We also deployed a user friendly platform so borrowers could apply for PPP loan forgiveness with ease. In addition to PPP loans, we proactively worked with our borrowers to provide prudent loan modifications permitting deferrals and payment relief to address their specific hardships created by the pandemic.

Aside from our customers’ financial needs, we also took and continue to maintain measures to protect their health and safety while banking with us. We increased education around making the most of mobile banking applications and developed a COVID-19 resource center prominently displayed on our website for our customers. The resource center provides a wide range of information to help customers navigate these uncertain times, including fraud prevention, COVID-19 updates, FDIC resources, small business assistance, and frequently asked questions. The Company also remains committed to making sure that our customers feel safe and welcome in our locations. We have reconfigured lobbies to promote social distancing, installed plexi-glass shields where appropriate, supplied electronic sanitization stations where possible across our locations, enhanced and increased the frequency of cleaning and sanitization of surfaces, and require all employees to wear face coverings, especially when interacting with customers.

COMMITMENT TO OUR COMMUNITIES

Our Company believes that building strong, healthy communities is a fundamental part of building a strong, healthy business. We are committed to serving our customers and the communities in which we do business through active corporate citizenship and financial education. These initiatives are

LOGO

Photographs By: Iwan Baan

spearheaded by our Senior Director of Healthy Communities and our Community Development Officers. Below we highlight a few of the successes from our community outreach programs.

Family Health Center on Virginia, a Collaborative External Partnership: Our Company served as a catalyst and lead donor for the newly constructed facility (pictured left) for the Family Health Center on Virginia, a Federally Qualified Health Center in McKinney, Texas. The clinic provides a medical home (medical, dental, and behavioral healthcare) for members of our community who are uninsured or underinsured. The clinic operates on a sliding fee scale and no one is denied care because of an inability to pay.

The clinic plays a significant role in ensuring that everyone in the North Texas community has access to critical primary care resources and in eliminating health disparities in North Texas. There are an estimated 152,510 residents in Collin County, who are uninsured or underinsured, with 56,340 living in McKinney. Additionally, 11,000 Medicare and 14,000 Medicaid recipients in McKinney do not have a medical home. In the period from January 1, 2020 through December 31, 2020, the clinic provided vital medical healthcare

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

services to 3,928 unique patients and provided 18,077 visits. Of those served, 38% were uninsured, and, among patients reporting, 67% were at or below 100% of poverty guidelines. In 2020, 26% of clinic patients were African American and 35% were Hispanic or Latino patients. The Family Health Center expects continued growth and anticipates seeing up to 12,000 unique patients in the new facility, and approximately 36,000 patient visits annually.

Company management and leadership contributed thousands of hours to help bring the project to fruition. We were instrumental in forming a private-public partnership in support of this project involving government entities, medical providers, non-profits and private companies. Partners include the City of McKinney, McKinney Community Development Corporation, McKinney Economic Development Corporation, Baylor Scott & White Health, Medical City, Collin County, Encore Wire, Emmerson Automation Solutions and Communities Foundation of Texas. To date, through these collaborative efforts, we have raised approximately $10 million, in support of expanding access to healthcare for all, of which $2.7 million has been provided directly by the Company.

To learn more about the Family Health Center, visit www.fhcntx.org.

Paul Quinn College Partnership: Founded in 1872, Paul Quinn College is the oldest historically black college west of the Mississippi River and the nation’s first urban work college. The Company is presently partnering with Paul Quinn College to assist in the development of a best-in-class banking program, aimed at providing pathways to success for minorities and women in the banking sector. Through this partnership, the Company is assisting in curriculum development through lectures and seminars provided by Company senior executives in various disciplines, including credit, accounting, finance and marketing. The Company’s Head of Retail Banking serves on the advisory board for the program. The Company will also participate in the college’s corporate work program, which offers paid internships to help offset college tuition and fees while providing mentorship and real-world work experience.

Over

$1.9 million

granted to

non-profits

Community Grants Program: The Company has a vibrant community grants program that supports the work of non-profits throughout the communities we serve. In 2020, we supported 36 non-profits that addressed a wide variety of current social issues, including employment services and job training, education, childcare, financial planning, family coaching, homelessness, hunger, mental and physical healthcare and support, single mother support services, and foster care support. To date, our Company’s community grants program has invested over $1.9 million in the communities we serve. A complete list of our 2020 grant recipients, and past grant recipients can be found by going to the "Our Story-Community Grants" section of our website, www.ibtx.com. In addition to our grants program,

the Company matches an employee’s personal financial contribution to any non-profit up to $1,000 and for every twenty hours an employee volunteers to serve a non-profit, the Company makes a $500 donation up to 4 times per calendar year.

Beyond our traditional grants program, our Company provided additional financial support in the face of the COVID-19 pandemic. In these difficult times, we contributed over $100,000 to support food banks across Texas and Colorado. This investment contributed to the delivery of over 300,000 meals to families in need, and provided meaningful paid employment to unemployed shift workers. In addition, the Company donated an additional $89,000 to non-profits focused on small business support, housing and shelter, employment, remote learning technology, childcare and healthcare during the year.

Over

6,500

Employee

volunteer hours

Employee Giving and Volunteering: Our Company is proud that its robust partnerships with non-profit organizations goes beyond financial contribution alone, with employees regularly dedicating numerous volunteer and service hours to a variety of non-profit organizations throughout Texas and Colorado. In 2020, employees volunteered over 6,500 hours for a volunteer value of $178,000 and directed over $96,000 to communities through individual donations and our company’s matching gift program, IF Gives Back.

Community Champions Program: Our Company is especially proud of its Community Champions Program (“CCP”). Introduced in 2019, CCP identifies strategic community relationships to provide meaningful skills-based volunteer opportunities for employees. Employees are allotted up to 8 additional hours of paid time off to participate in service activities through CCP. Specific ways in which CCP participants give of their time and talent include:

•

Teaching budgeting classes to at-risk youth;

•

Conducting new home-buyer classes;

•

Walking first-generation college students through mock interviews; and

•

Teaching financial literacy in sponsored schools.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

Financial Education: Our Company also values financial education and believes in teaching kids, teens and young adults early on about basic financial concepts. In partnership with Banzai, Inc., our Company offers interactive courses on savings, insurance, retirement, taxes, life changes, housing, borrowing and credit, investing and budgeting. Through real-life scenarios, this program lays the groundwork for our youth to achieve future financial health and success. You can learn more about the Banzai program by going to the “Our Story-Community Involvement” section of our website, www.ibtx.com.

COMMITMENT TO OUR EMPLOYEES

100%

Employee Bonus

Incentive Plan Paid

Layoffs or Furloughs

We know that our employees are one of our greatest assets. To attract and retain talent, the Company offers competitive compensation and benefits to our employees, and is heavily invested in the health, safety and welfare of each employee. The Company’s standard benefits package includes an active health and wellness program that engages employees throughout the year with the goal of generating positive health outcomes for our team members. The program includes access to telemedicine, health savings accounts, flexible spending accounts, insurance premium reductions for those who complete certain health and fitness tasks in the year, and an Employee Assistance Program offering confidential emotional support, work-life solutions, and legal and financial planning resources. The Company also empowers employees to plan for their financial futures by matching 100% of the first 6% of

contributions made to the Company’s 401(k) plan.

In addition to its competitive benefits and compensation plan, the Company’s Board of Directors ensures that senior management adopts strategies that result in the Company keeping a continuous pulse on both employee performance and satisfaction at every level. In that regard, the Company recently adopted a new online platform called “The Spotlight,” which acts as a centralized resource to “give credit where credit is due” via e-card recognitions and redeemable incentive awards. Through this resource, the Company reinforces its core values grounded in self-less service, trust, hardwork, meaningful relationship development, and principled decision making.

In 2020, the Company paid 100% of its employee bonus incentive plan to its employees and did not layoff or furlough any employees, despite the challenges that the COVID-19 pandemic presented this year.


		We have taken extra measures to protect and promote our employees’ health, safety and financial stability in the face of the pandemic. At the onset of the pandemic, the Company implemented a work-from-home plan for those who could perform their duties remotely, and branches were minimally staffed to provide for lobby service by appointment and drive-thru only. We enhanced connectivity measures to support the increased number of remote workers and distributed additional equipment as needed to provide an efficient work-from-home environment to our employees. We also heightened and continue to routinely test our cybersecurity measures to ensure our employees safely serve our customers when working remotely. In the latter part of 2020, we gradually began returning our employees to our locations, operating under a 50/50 staff rotation schedule and reduced lobby hours.

As mentioned above, we implemented health and safety protocols, which remain in place today, to protect both our customers and our employees. These protocols include branch lobby configurations to promote social distancing and plexi-glass shields where appropriate to provide additional employee protections. Breakrooms and workrooms are supplied with hand sanitizer and tissues, and employees are required to wear face coverings. Surfaces continue to be frequently cleaned and sanitized, and protocols are in place to track and address exposures and potential exposures to COVID-19. We distribute routine communication to employees pertaining to pandemic related resources, updates and protocol reminders. Business travel also remains limited.

At the beginning of the pandemic, we provided a total of $954,181 in Frontline Pay to reward our branch employees, who bravely continued to serve customers at a time when we were just beginning to learn about COVID-19. The Company also implemented, and continues to offer, a new paid time off program called Special Circumstance Pay. This special form of PTO allows branch employees, who cannot perform their duties remotely to maintain their salaries under the Company’s modified operating procedures, and supports all employees in taking time off for COVID related circumstances to prevent exhaustion of their standard PTO time. Employees are also encouraged to obtain the COVID-19 vaccine, with Special Circumstance Pay allocated to employees to accommodate time off necessary to complete the vaccination process and health task and fitness credit awarded under the Company’s insurance premium reduction program. As of March 31, 2021, $5.1 million of Special Circumstance Pay has been allocated to employees to address their specific COVID-19 related circumstances.

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS


		Our Company also values recruitment, retention and advancement of a diverse workforce. The Company launched a Diversity and Inclusion Program in the fourth quarter of 2020. This program is built upon the three core principles of people, culture and community and seven hallmarks of effective execution that include increasing minority talent in individual contributor roles, increasing women and minorities in management roles and engaging employees in building a diverse and inclusive workplace. The Company also created a Diversity Council, comprised of 18 cross-functional leaders diverse in gender, race and ethnicity, as part of this initiative. Management regularly reports to the Board of Directors on strategic measurable goals set under the program and progress made in achieving those goals. Upper tier management includes individuals who self-identify as Black or African-American, Hispanic, and Asian-American and 68% of the Company's entire workforce is female.

COMMITMENT TO OUR SHAREHOLDERS

The Board of Directors and the Company’s leadership remain committed to enhancing shareholder value. Management remains focused on producing consistent, strong earnings and returning those profits to shareholders through dividends and corporate share repurchases. Further, the Board and Company value regular engagement with our shareholders. This ongoing dialogue provides shareholders with transparency and informs them of the Company’s continued improvement and enhancement of governance standards and practices. Shareholder input is regularly shared with the Board of Directors, its committees and management. The Board of Directors routinely reviews our governance practices and policies, including our shareholder engagement practices, in furtherance of this goal of continual improvement and enhancements.

Travel restrictions and the Company’s own protective measures initiated in response to the COVID-19 pandemic made investor engagement especially challenging in 2020. We did not allow those challenges to interfere with our commitment to shareholder engagement and participated in over 100 virtual meetings with shareholders from March through the end of 2020. We also enhanced our investor presentations to provide timely information in response to shareholder concerns pertaining to the impact of emerging risks of the COVID-19 pandemic on both our Company and the broader banking sector.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

GOVERNANCE MATTERS

We recognize that sound corporate governance is critical to achieving success. Our corporate governance structure aligns with our strategic objectives and initiatives and spans across the multi-faceted approach identified below.

LOGO

Our Company’s governance construct relies upon a holistic approach to risk management that instills in all employees a sense of shared ownership of risk management and motivates collaboration to protect our customers and safeguard our stakeholders. We consider our Risk Oversight Committee to be one of the hallmarks of our governance structure. Established in 2018, this committee oversees the Bank’s Enterprise Risk Management (ERM) framework, which includes monitoring of key risks such as operational, strategic, financial, liquidity, credit, compliance and reputational risk. THE ERM Framework drives the identification and assessment, measurement, monitoring, aggregation, prioritization, and reporting of risks across the Company and supports management and the Board of Directors in their continued monitoring and effective management of material risks. Facets of our ERM framework, which were especially instrumental in overcoming the unprecedented challenges experienced in 2020 from the COVID-19 pandemic, social unrest, and weather events, were our Business Continuity Planning (BCP) and our Credit management committees. Comprised of a deep field of expertise across multiple departments of the Company, our BCP monitored and proactively constructed protocols that struck the right balance between sustaining operations, employee and customer satisfaction and compliance, while our Credit management committee effectively managed credit risk through prudent underwriting and loan restructuring.

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

OUR ANNUAL MEETING

When and where will the meeting be held?

The Annual Meeting of Shareholders of the Company will be held on Thursday, May 27, 2021 at 2:30 p.m., Central Time. The meeting will be conducted exclusively by online live webcast. In order to access the live webcast, you must first register at:

www.register.proxydocs.com/ibtx

Please note that as part of the registration process, you will be required to enter your control number found on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will need to contact your broker, bank or other nominee to obtain your control number and you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

You will also be asked to provide a valid email address during the registration process. Upon completing your registration, you will receive a confirmation email. Approximately one hour before the virtual Annual Meeting begins, you will receive an additional email containing a unique link to access the virtual meeting.

You will be able to access the meeting site fifteen (15) minutes prior to the meeting start time to check-in and to test your computer audio and video equipment. Virtual attendance at the meeting constitutes presence in person for purposes of quorum at the meeting. You will be able to vote your shares electronically and view the list of shareholders entitled to vote by following the instructions on the webcast site. You will need the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox.

Should you require assistance in accessing the webcast or encounter difficulties in accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be posted in your instructional email.

Why are we holding the Annual Meeting virtually?

The Board of Directors annually considers the appropriate format of our annual meeting of shareholders. As part of our effort to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the Annual Meeting, and in light of the COVID-19 pandemic, the Board of Directors believes that hosting a virtual meeting is in the Company’s and the shareholders’ best interests and enables increased shareholder attendance and participation during a time when many travel and gathering restrictions remain in place and may limit attendance at the Annual Meeting. Furthermore, the Board of Directors has determined that hosting a virtual annual meeting of shareholders will provide expanded access, improved communication and cost savings. Hosting a virtual annual meeting enables increased shareholder attendance and participation since shareholders can participate from any location around the world. We believe that the virtual meeting format will provide shareholders a similar level of transparency to the traditional in-person meeting format, and we will take steps to ensure such an experience.

What is the purpose of the meeting?

This is the 2021 Annual Meeting of Shareholders. At the meeting, shareholders will act upon the matters outlined in the notice attached to this Proxy Statement, including the following:

1.	To elect three (3) Class II directors to serve on the Board of Directors of the Company until the Company’s 2024 annual meeting of shareholders, and each until his or her respective successor is duly elected and qualified or until his or her earlier resignation or removal;

2.	To conduct an advisory (non-binding) vote regarding the compensation of the Company’s named executive officers (“Say-On-Pay”);

3.	To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021; and

4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

OUR ANNUAL MEETING

How do I vote?

You may vote electronically during the webcast of the Annual Meeting by following the instructions provided on the webcast site. You may also vote by proxy via Internet/mobile, by telephone, or by mail.

What is a proxy?

A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” The proxy card sets forth instructions for voting your shares by proxy via Internet/mobile, by telephone or by mail.

What is a proxy statement?

A proxy statement is a document that describes the matters to be voted upon at the meeting and provides additional information about the Company. Pursuant to regulations of the SEC, we are required to provide you with a proxy statement containing certain information when we ask you to sign and return a proxy card to vote your stock at a meeting of the Company’s shareholders.

Who is entitled to vote at the meeting?

The holders of record of the Company’s common stock as of 5:00 p.m. (Central Time) on April 5, 2021, which is the date that the Company’s Board of Directors has fixed as the Record Date for the meeting, are entitled to vote at the meeting.

What is the Record Date and what does it mean?

The Record Date to determine the shareholders entitled to notice of and to vote at the meeting is the close of business on April 5, 2021. The Record Date is established by the Board of Directors as required by Texas law. On the Record Date, 43,192,907 shares of our common stock were issued and outstanding and entitled to vote.

What are the voting rights of the shareholders?

Each holder of common stock is entitled to one vote for each share of common stock registered, on the Record Date, in such holder’s name on the books of the Company on all matters to be acted upon at the Annual Meeting of shareholders. The Company’s Charter prohibits cumulative voting.

The holders of at least a majority of the outstanding shares of common stock must be represented by those attending the live webcast of the Annual Meeting or by proxy, in order to constitute a quorum for the transaction of business. At any virtual or in-person meeting, whether or not a quorum is present, the chairman of the meeting or the holders of a majority of the issued and outstanding common stock attending the meeting or represented by proxy and entitled to vote at the meeting, may adjourn the meeting from time to time without notice or other announcement. In addition, the chairman of the meeting has the right and authority, either before or during the Annual Meeting, to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting, the opening and closing of the voting polls, the presentation, revocation and counting of proxies at the meeting with respect to issues to be presented, and all other aspects of the Annual Meeting of shareholders.

What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name with EQ Shareowner Services, the Company’s stock transfer agent, you are considered the shareholder of record with respect to those shares. The Proxy Statement and proxy card have been sent directly to you by EQ Shareowner Services at the Company’s request.

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” The Proxy Statement and proxy card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions that your nominee included in the mailing or by following its instructions for voting. The same applies to those who hold their shares through the Company’s 401(k) Profit-Sharing Plan.

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

OUR ANNUAL MEETING

What is a broker non-vote?

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. The only routine matter to be presented at the meeting is the ratification of the appointment of RSM US LLP as our independent registered public accounting firm (Proposal III). In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to the election of directors to our Board of Directors (Proposal I) or with respect to the advisory (non-binding) vote regarding the Say-On-Pay resolution (Proposal II). If you hold shares in street name and do not provide voting instructions to your broker, those shares will be counted as broker non-votes for all non-routine matters.

How are broker non-votes and abstentions treated?

A broker non-vote or a withholding of authority to vote with respect to one or more nominees for director (Proposal I) will not have the effect of a vote against such nominee or nominees because broker non-votes and abstentions are counted for purposes of determining the presence or absence of a quorum, but are not counted as votes cast at the meeting. Any abstentions will not have the effect of a vote against the proposals with respect to the Say-On-Pay vote (Proposal II) or the ratification of RSM US LLP’s appointment as the Company’s independent registered public accounting firm (Proposal III). Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with this proposal. Director elections and the advisory, non-binding vote on executive compensation are considered non-routine matters and, as such, broker non-votes will be deemed “shares not present” for voting purposes. “Shares not present” will not count as votes for or against these proposals and will not be included in calculating the number of votes necessary for approval of such matters.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.

What do I need to do now?

After you have thoroughly read and considered the information contained in this Proxy Statement, you have two options:

1)	Proceed to vote your shares by proxy in one of the following ways:

•

simply indicate on the proxy card(s) applicable to your common stock how you want to vote and sign, date and mail your proxy card(s) in the enclosed pre-addressed postage-paid envelope as soon as possible to ensure that it will be received in advance of the meeting;

•

call 1-866-883-3382 using a touch-tone telephone and follow the instructions provided on the call; or

•

go to the website www.proxypush.com/ibtx and follow the instructions for Internet voting on that website.

2)	Attend the live webcast of the Annual Meeting and vote your shares electronically as instructed during the webcast.

Your proxy card must be received by the Company no later than the time the polls close for voting at the meeting for your vote to be counted at the meeting. Please note that telephone and Internet voting will close at 11:59 p.m., Central Time, on May 26, 2021.

Voting instruction cards for those who own shares through participation in the Independent Bank 401(k) Profit Sharing Plan must be received no later than 11:59 p.m., Central Time, on May 24, 2021 for those votes to be counted at the meeting.

Voting your shares by proxy will enable your shares of common stock to be represented and voted at the virtual meeting if you do not attend the meeting and vote your shares during the live webcast of the Annual Meeting.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

OUR ANNUAL MEETING

What happens if there are technical difficulties during the Annual Meeting?

If we experience technical difficulties at the Annual Meeting and are not able to resolve them within a reasonable amount of time, we will adjourn the Annual Meeting to a later date or time and will provide notice of the date and time of such adjourned meeting on a Current Report on Form 8-K that we will file with the SEC.

What are the Board of Directors’ recommendations on how I should vote my shares?

The Board of Directors recommends that you vote your shares as follows:


Proposal I		FOR the election of each nominee for director;
Proposal II		FOR the advisory, non-binding “Say-on-Pay” resolution; and

Proposal III		FOR the ratification of appointing RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2021.

How will my shares be voted if I return a signed and dated proxy card, but don’t specify how my shares will be voted?

If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:


Proposal I		FOR the election of each nominee for director;
Proposal II		FOR the advisory, non-binding “Say-on-Pay” resolution;

Proposal III		FOR the ratification of appointing RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2021.

If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares, except that the nominee will have discretion to vote on the ratification of the appointment of RSM US LLP (Proposal III).

What are my choices when voting?

In the election of directors, you may vote for all director nominees or you may withhold your vote as to one or more director nominees. With respect to each of the other proposals, you may vote for the proposal, against the proposal or abstain from voting on the proposal.

Who counts the votes?

All votes will be tabulated by the inspector of election appointed for the meeting. Votes for each proposal will be tabulated separately.

Can I attend the meeting and vote during the meeting?

Yes. All shareholders are invited to attend the live webcast of the Annual Meeting and instructions will be provided within the webcast for how to vote your shares electronically during the meeting.

If your shares of common stock are held in “street name,” then you are not the shareholder of record. In order for you to vote the shares that you beneficially own and that are held in “street name” during the live webcast of the meeting, you must contact your bank or broker and request a legal proxy and a meeting control number to attend the meeting.

May I change my vote after I have submitted my proxy card?

Yes. Regardless of the method used to cast a vote, if a shareholder is a holder of record as of the Record Date, he or she may change his or her vote by:

•

delivering to the Company prior to 3:30 p.m. Central time on May 27, 2021 a written notice of revocation addressed to: Nicole Metcalf, Corporate Secretary, 7777 Henneman Way, Floor 6, McKinney, Texas 75070;

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

OUR ANNUAL MEETING

•

completing, signing and returning a new proxy card with a later date than your original proxy card (such that your new proxy card is received by the Company no later than the time the polls close for voting at the meeting) and any earlier proxy will be revoked automatically;

•

logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions indicated on the proxy card prior to 11:59 p.m. Central Time on May 26, 2021;

•

attending the live webcast of the meeting on May 27, 2021 at 2:30 p.m. Central Time and voting electronically as instructed therein, and any earlier proxy will be revoked. However, simply attending the meeting without voting will not revoke your proxy.

If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

What percentage of the vote is required to approve each proposal?

Assuming the presence of a quorum, the three (3) director nominees who receive an affirmative majority of the votes cast by the shareholders entitled to vote for their election and present during the live webcast of the Annual Meeting or represented by proxy at the meeting will be elected (Proposal I).

The approval of the advisory vote on executive compensation (“Say-on-Pay”) (Proposal II), and the ratification of RSM US LLP’s appointment as the Company’s independent registered public accounting firm for 2021 (Proposal III) will require the affirmative vote of the holders of a majority of the votes cast by the shareholders entitled to vote and present during the live webcast of the Annual Meeting or represented by proxy at the meeting.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the meeting?

No. None of our shareholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the meeting.

What are the solicitation expenses and who pays the cost of this proxy solicitation?

Our board is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. We may use officers and employees of the Company to ask for proxies, as described below. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expense in forwarding the proxy materials to beneficial owners of the Company’s common stock.

Is this Proxy Statement the only way that proxies are being solicited?

No. In addition to the solicitation of proxies by use of the mail, if deemed advisable, directors, officers and regular employees of the Company may solicit proxies personally or by telephone or other means of communication, without being paid additional compensation for such services.

Are there any other matters to be acted upon at the Annual Meeting?

Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the notice and this Proxy Statement, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any other matter presented at the meeting. If other matters requiring a vote of the shareholders properly come before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

May I submit questions to the Company for consideration at the Annual Meeting?

Yes. Shareholders may submit questions pertaining to the purpose of the Annual Meeting in advance of the meeting during the virtual meeting registration process. The Company will review those questions in advance of the Annual Meeting and will address as many as possible during the presentation portion of the Annual Meeting agenda. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2021

OUR ANNUAL MEETING

repetition. Any questions relevant to the purpose of the Annual Meeting that we are not able to address may be referred to Paul Langdale, Senior Vice President-Director of Corporate Development at 469-301-2637 or plangdale@ibtx.com.

Where can I find voting results?

The Company expects to publish the voting results in a current report on Form 8-K, which it expects to file with the SEC within four business days following the meeting.

Who can help answer any other questions I may have about the Proxy Statement or Annual Meeting logistics?

The information provided above in this “Question and Answer” format is for your convenience only. We urge you to carefully read this entire Proxy Statement and the accompanying Annual Report. If you have additional questions about the Proxy Statement or the Annual Meeting, you should contact Nicole Metcalf, Corporate Secretary, Independent Bank Group, Inc., 7777 Henneman Way, Floor 6, McKinney, Texas 75070, telephone (972) 562-9004.

PROXY STATEMENT 2021

INDEPENDENT BANK GROUP, INC.

PROPOSAL I:

ELECTION OF DIRECTORS

OUR BOARD OF DIRECTORS

There are twelve (12) total seats on our Board of Directors. The Company currently has ten (10) members serving on the Board, leaving two (2) vacancies from prior resignations. The number of directors may be changed only by resolution of the Board of Directors within the range set forth in the Company’s Charter (unless the Board and the Company’s shareholders act to amend the authorized number of directors designated in the Company’s Charter). The Board of Directors has the authority to increase the number of directors by two and fill such vacancies until the next annual meeting of Shareholders. As discussed in greater detail under the caption “Board Governance” below, the Board of Directors has affirmatively determined that eight of its ten current directors qualify as independent directors under Rule 5605(a)(2) of The Nasdaq Stock Market Rules and the regulations of the SEC.


	Expiration of Term	Members	Committee Membership
Class I	2023	Daniel W. Brooks Craig E. Holmes G. Stacy Smith	Risk Oversight (Chair) Audit (Chair), Risk Oversight Corporate Governance and Nominating Committee (“CGNC”) (Chair), Compensation, Strategic Planning
Class II	2021	William E. Fair	Compensation (Chair), Strategic Planning
		Donald L. Poarch	CGNC, Risk Oversight
		Michael T. Viola	CGNC, Risk Oversight
Class III	2022	David R. Brooks Alicia K. Harrison J. Webb Jennings III Paul E. Washington	Strategic Planning (Chair) Audit, CGNC Audit, Compensation Audit, Strategic Planning

Board Composition, Director Ages, Tenure and Experience

56 Years

Average Age

9 Years

Average Tenure

20% Diverse

Female: 1

African-American: 1

Our Board is rich in experience across a variety of industries including lending, real estate, oil and gas, capital markets, healthcare, technology and human resources. Members of the Board are located across our Texas and Colorado footprint. The average age of the Board is 56 years, with ages ranging from 34 to 69. Average tenure is 9 years, ranging from a low of less than one year to a high of 19 years. The Committee balances the need for board refreshment against the need for continuity, a broad range of experience, and an understanding of the regulatory framework in which the Company operates. The Board also takes a strategic approach to prior board experience, recognizing that current and prior experience is valuable, but that it must also be measured with capacity and dedication to serving the needs of the Board. For this reason, the Company’s Corporate Governance Guidelines provide that directors may only serve on two (2) other public boards, without approval of the CGNC. None of the directors serve on more than two (2) other public boards.

We particularly value that our Board is deeply rooted in risk management, corporate governance and financial institutions experience, as demonstrated below.

NUMBER OF DIRECTORS WITH APPLICABLE EXPERIENCE

Corporate Governance

Financial Institutions

Risk Management


18

PROPOSAL II:

ADVISORY VOTE ON EXECUTIVE
COMPENSATION (“SAY-ON-PAY”)

Advisory Vote

Compensation Discussion & Analysis

SEC Form DEF 14A filed by Independent Bank Group, Inc