sfbs20230228_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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 under § 240.14a-12.

SERVISFIRST BANCSHARES, 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 paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11.

SERVISFIRST BANCSHARES, INC.

2500 Woodcrest Place
Birmingham, Alabama 35209

April 8, 2024

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of ServisFirst Bancshares, Inc. Our Annual Meeting will be held at the company’s corporate headquarters, located at 2500 Woodcrest Place, Birmingham, Alabama 35209, on Monday, May 20, 2024, at 9:00 a.m., Central Daylight Time.

Our proxy materials describe the formal business to be transacted at the Annual Meeting. Many of our directors and officers will be present to answer any questions that you and other stockholders may have. Included in the materials is our Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance including our Annual Report on Form 10-K for the year ended December 31, 2023.

The business to be conducted at the Annual Meeting consists of: (1) the election of seven directors; (2) an advisory vote on the compensation of our named executive officers; (3) the ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024; and (4) such other business as may properly come before the Annual Meeting. Our Board of Directors unanimously recommends a vote “FOR” the election of the director nominees; “FOR” the “Say on Pay” advisory vote approving the compensation of our named executive officers; and “FOR” the ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.

You may vote your shares by following your broker’s voting instructions, by submitting voting instructions by telephone or by Internet, by voting in person at the Annual Meeting or, if you requested to receive printed proxy materials, by completing and returning your proxy card. Instructions regarding the methods of voting are contained in the enclosed Proxy Statement and on the Notice of Internet Availability of Proxy Materials or proxy card.

It is important that your shares be represented at the Annual Meeting. On behalf of our Board of Directors, we request that you vote your shares now, even if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person, but will assure that your vote is counted. Your vote is important.

The proxy materials are first being made available to stockholders on or about April 8, 2024.

	Sincerely,

	Thomas A. Broughton III
	Chairman, President and Chief Executive Officer

SERVISFIRST BANCSHARES, INC.

2500 Woodcrest Place
Birmingham, Alabama 35209

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	Monday, May 20, 2024 9:00 a.m., Central Time

Place:	2500 Woodcrest Place Birmingham, Alabama 35209

Items of Business:	1.	To elect the seven nominees listed in the accompanying Proxy Statement to serve on our Board of Directors until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified.

	2.	To conduct a “Say on Pay” advisory vote on the compensation of our named executive officers.

	3.	To ratify the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.

	4.	To transact such other business as may properly come before the 2024 Annual Meeting or any postponement or adjournment thereof.

	Our board of directors unanimously recommends a vote “FOR” the election of the director nominees, “FOR” the “Say on Pay” advisory vote approving the compensation of our named executive officers, and “FOR” the ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.

Record Date:	March 27, 2024

Voting by Proxy:	IT IS IMPORTANT THAT YOU SUBMIT VOTING INSTRUCTIONS BY TELEPHONE OR BY INTERNET OR, IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, BY RETURNING YOUR PROXY CARD. PLEASE VOTE BY TELEPHONE OR BY INTERNET, SUBMIT VOTING INSTRUCTIONS OR SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON TO ENSURE YOUR VOTE IS COUNTED. STOCKHOLDERS OF RECORD WHO VOTE OVER THE TELEPHONE OR THE INTERNET, SUBMIT VOTING INSTRUCTIONS OR EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE ANNUAL MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.

Internet Availability of Proxy Materials:	*Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 20, 2024:* The solicitation of the enclosed proxy is made on behalf of the Board of Directors for use at the Annual Meeting to be held on May 20, 2024. It is expected that this Proxy Statement and related materials will first be provided to stockholders on or about April 8, 2024. Our Proxy Statement, form of proxy, and 2023 Annual Report on Form 10-K are available at: www.investorvote.com/SFBS.

	By Order of the Board of Directors,

	Kirk Pressley
	Secretary and Chief Financial Officer

Birmingham, Alabama
April 8, 2024

TABLE OF CONTENTS

SUMMARY	1

Agenda and Voting Recommendations	1
Voting Your Shares	2
Vote Required to Elect Directors and to Pass Proposals	2
Additional Information	3

PROPOSAL 1: ELECTION OF DIRECTORS	3

Annual Election of Directors	3

CORPORATE GOVERNANCE	6

Governance Practices	6
Director Resignation Policy	7
Incentive Compensation Clawback Policy	7
Stock Ownership of Board and Executives	7
Policy Against Hedging Activities	8
Policy Against Pledging Activities	8

Board Independence	8

The Role of Our Board of Directors	9
Board Leadership Structure	9
The Board’s Role in Risk Oversight	10
The Board’s Role in Human Capital Management	10

Board Committees and Their Functions	11
Audit Committee	11
Compensation Committee	11
Corporate Governance and Nominations Committee	13
Compensation Committee Interlocks and Insider Participation	14
Director Attendance	14

Certain Relationships and Related Transactions	14

Code of Conduct for Directors and Employees	15

Communications with the Board	15

DIRECTOR COMPENSATION	15

Annual Retainers and Meeting Fees for 2023	16
Director Compensation for 2023	16

OWNERSHIP OF SERVISFIRST COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS	17

Delinquent Section 16(a) Reports	18

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS	18

iii

EXECUTIVE COMPENSATION	19

Compensation Discussion and Analysis (CD&A)	19
Compensation Philosophy and Objectives	19
Stockholder Approval of Say on Pay Proposal	19
Named Executive Officers	19
2023 Business Results	19
2023 Compensation Objectives	20
Allocation of Compensation Elements – Pay for Performance	20
Role of Compensation Committee	20
Role of Compensation Consultant	21
Elements of our Compensation Program	21
Key Compensation Policies and Supplemental Information	22
Peer Group Benchmarking	23
Annual Base Salary	24
Annual Incentive Compensation	24
Equity-Based Incentive Compensation	27
Change in Compensation Structure for 2024	29
Severance and Change in Control	29

Compensation Committee Report	30

Summary Compensation Table	31

Grants of Plan-Based Awards for Fiscal 2023	32

Outstanding Equity Awards at 2023 Fiscal Year-End	32

Option Exercises and Stock Vested for Fiscal 2023	34

Pension Benefits	34

Nonqualified Deferred Compensation Plans	34

Chief Executive Officer Pay Ratio	34

Pay vs. Performance	35

Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives	37

Potential Payments Upon Termination or Change in Control	37
Change in Control Agreements	37
Termination Other than Due to Change in Control	39
Endorsement Split-Dollar Agreements	39
Estimated Payments upon a Termination or Change in Control	40

PROPOSAL 3: RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	41

Independent Registered Public Accounting Firm Fees	41
Independent Registered Public Accounting Firm	41
Audit and Non-Audit Services Pre-Approval Policy	41

Audit Committee Report	42

GENERAL INFORMATION	43

Other Business	43

Questions and Answers About the 2024 Annual Meeting and Voting	43

Annual Report on Form 10-K	46

Stockholder Proposals	46

Solicitation of Proxies	46

SUMMARY

This summary information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read this entire Proxy Statement carefully before voting.

ANNUAL MEETING

Date: May 20, 2024

Meeting Agenda:

The meeting will cover the proposals listed under Agenda and Voting Recommendations below, and any other business that may properly come before the meeting

Place: 2500 Woodcrest Place

Birmingham, AL 35209

Record Date: March 27, 2024

Mailing Date:

This proxy statement was first mailed to stockholders on or about April 8, 2024

Voting:

Stockholders as of the record date are entitled to vote. Each share of common stock of ServisFirst Bancshares, Inc. is entitled to one vote.

Throughout this Proxy Statement, unless the context indicates otherwise, when we use the terms the “Company,” “we,” “our” or “us,” we are referring to ServisFirst Bancshares, Inc. and its wholly-owned subsidiary, ServisFirst Bank (which we refer to as the “Bank”). When we use the term “Annual Meeting,” we intend to include both the Annual Meeting to be held on the date and at the time and place identified above and any adjournment or postponement of such Annual Meeting.

Agenda and Voting Recommendations

1	Proposal 1: Election of Directors The board of directors unanimously recommends a vote FOR each director nominee. The seven director nominees presented in this proposal are recommended for election to the board of directors. Additional information about each director and his or her qualifications may be found on page 3.

Committee Memberships

Name

Age

Director
Since

Primary Occupation

Independent

CGNC

Thomas A. Broughton III

2007

Chairman, President and Chief Executive Officer of ServisFirst Bancshares, Inc. and ServisFirst Bank

J. Richard Cashio

2007

Retired Chief Executive Officer of TASSCO, LLC

✓

James J. Filler

2007

Retired Chief Executive Officer of Jefferson Iron & Metal Brokerage, Inc.

✓

Betsy Bugg Holloway, Ph.D.

2023

Vice President of Samford University

✓

Christopher J. Mettler

2019

Founder and President of Sovereign Co.

✓

Hatton C. V. Smith

2007

Retired Chief Executive Officer of Royal Cup Coffee; Chief Executive Officer of Back Forty Beer Company

✓

Irma L. Tuder

2018

Manager of Tuder Investments, LLC

✓

AC: Audit Committee CC: Compensation Committee CGNC: Corporate Governance & Nominations Committee

Committee Chair Committee Member Financial Expert

Proposal 2:

Advisory Vote on Named Executive Officer Compensation

Proposal 3:

Ratify Appointment of the Independent Registered Public Accounting Firm

The board of directors unanimously recommends a vote FOR the resolution.		The board of directors unanimously recommends a vote FOR the resolution.
Additional information about compensation of our named executive officers may be found on page 19.		Additional information about our independent registered public accounting firm may be found on page 41.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 1

Voting Your Shares

It is important that your shares be voted at the Annual Meeting. Please vote your proxy in advance of the Annual Meeting to ensure your shares will be represented. You can vote your shares:

•

By going to the website www.investorvote.com/SFBS and following the instructions for Internet voting on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail. You will need the 15-digit control number printed therein. You may also access instructions for telephone voting on the website.

•

By using your mobile device to scan the QR barcode on your proxy card or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.

•

If you received a printed copy of the proxy materials, by completing and mailing your proxy card in the prepaid return envelope, or if you reside in the United States or Canada, by dialing 1-800-652-8683 and following the instructions for telephone voting provided by the recorded message at that number. You will need your 15-digit control number printed on your proxy card.

You may vote in person during the Annual Meeting; however, if a broker, bank or other nominee holds your shares, you will need to request a legal proxy from your broker, bank or nominee and bring it to the Annual Meeting. Even if you plan to attend the Annual Meeting in person, please vote your proxy by Internet, telephone, or mail in advance of the Annual Meeting to ensure that your shares will be represented.

Vote Required to Elect Directors and to Pass Proposals

Proposal	Voting Options	Vote Required to Elect Directors or to Adopt Proposal	Effect of Abstentions	Effect of Broker Non-Votes
Election of Directors (Proposal 1)	For or Withhold for each director nominee	Directors elected by plurality of votes cast*	No effect	No effect
Approval, on Advisory Basis, of the Compensation of Named Executive Officers (Proposal 2)	For, Against or Abstain	Majority of the shares entitled to vote present in person or by proxy and entitled to vote on the subject matter	Same effect as a vote Against	No effect
Ratification of the Appointment of FORVIS, LLP (Proposal 3)	For, Against or Abstain	Majority of the Shares entitled to vote present in person or by proxy and entitled to vote on the subject matter	Same effect as a vote Against	Brokers have discretion to vote

* Our director resignation policy requires that any nominees receiving a greater number of “Withhold” votes than “For” votes must promptly tender his or her resignation to the Chairman of the Board.

Under the General Corporation Law of the State of Delaware, an abstention from voting on any proposal will have the same legal effect as an “against” vote, except election of directors, where an abstention has no effect under plurality voting.

A “broker non-vote” occurs if your shares are not registered in your name (that is, you hold your shares in “street name”) and you do not provide the record holder of your shares (usually a bank, broker or other nominee) with voting instructions on any matter as to which a broker may not vote without instructions from you, but the broker nevertheless provides a proxy for your shares. Shares as to which a “broker non-vote” occurs are considered present for purposes of determining whether a quorum exists, but are not considered votes cast or shares entitled to vote with respect to a voting matter.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 2

Additional Information

See “General Information – Questions and Answers About the 2024 Annual Meeting and Voting” for additional information about attending the Annual Meeting and voting your shares.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board has nominated the seven persons named below, all of whom currently serve as directors, for election as directors at the 2024 Annual Meeting. Each of these nominees has consented to serve as a director if re-elected. Unless otherwise instructed, the management proxies intend to vote the proxies received by them for the election of all seven of these nominees. If any nominee identified below becomes unable to serve as a director before the Annual Meeting, the management proxies will vote the proxies received by them for the election of a substitute nominee selected by our Board.

Two out of our seven directors are either female or ethnically diverse. We are committed to our continued efforts to increase diversity and foster an inclusive work environment that supports our employees and the communities we serve. We recruit the best people for the job regardless of gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background, or religious belief. We added one female director to our Board in 2023.

Annual Election of Directors

The seven nominees receiving the most votes cast in the election of directors by holders of shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting will be elected to serve as directors of the Company for the next year. As a result, although shares as to which the authority to vote is withheld will be counted, such “withhold” votes will have no effect on the outcome of the election of directors, except with respect to our director resignation policy.

Information regarding directors and director nominees and their ages as of the record date is as follows:

					Committee Memberships
Name	Age	Director Since	Primary Occupation	Independent	AC	CC	CGNC
Thomas A. Broughton III	68	2007	Chairman, President and Chief Executive Officer of ServisFirst Bancshares, Inc. and ServisFirst Bank
J. Richard Cashio	66	2007	Retired Chief Executive Officer of TASSCO, LLC	X	M	M	C,M
James J. Filler	80	2007	Retired Chief Executive Officer of Jefferson Iron & Metal Brokerage, Inc.	X		M
Betsy Bugg Holloway, Ph.D.	54	2023	Vice President of Samford University	X			M
Christopher J. Mettler	48	2019	Founder and President of Sovereign Co.	X	M	M	M
Hatton C. V. Smith	73	2007	Retired Chief Executive Officer, Royal Cup Coffee	X		C,M
Irma L. Tuder	62	2018	Manager of Tuder Investments, LLC	X	C,FE,M		M

AC: Audit Committee CC: Compensation Committee CGNC: Corporate Governance & Nominations Committee

C = Committee Chair M = Committee Member FE = Financial Expert

The following summarizes the business experience and background of each of our nominees. Each of the director nominees also serves as a director of the Bank, and Mr. Broughton also serves as Chairman, President and Chief Executive Officer of us and the Bank.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 3

*Thomas A. Broughton III*
Age: 68	Committees: None	Position: President, CEO and Chairman

Director Since: 2007	Bank Director Since: 2005

Mr. Broughton has served as our President and Chief Executive Officer and a director since 2007 and as President, Chief Executive Officer and a director of the Bank since its inception in May 2005. Mr. Broughton was named Chairman of the Board of the Company and the Bank effective January 1, 2019. Mr. Broughton has spent the entirety of his over 35-year banking career in the Birmingham area. In 1985, Mr. Broughton was named President of the de novo First Commercial Bank. When First Commercial Bank was bought by Synovus Financial Corp. in 1992, Mr. Broughton continued as President and was named Chief Executive Officer of First Commercial Bank. In 1998, he became Regional Chief Executive Officer of Synovus Financial Corp., responsible for the Alabama and Florida markets. In 2001, Mr. Broughton’s Synovus region shifted, and he became Regional Chief Executive Officer for the markets of Alabama, Tennessee and parts of Georgia. He continued his work in this position until his retirement from Synovus in August 2004. Mr. Broughton’s experience in banking has afforded him opportunities to work in many areas of banking and has given him exposure to all bank functions. Mr. Broughton served on the Board of Directors of Cavalier Homes, Inc. from 1986 until 2009, when the Company was sold to a subsidiary of Berkshire Hathaway. We believe that Mr. Broughton’s extensive experience in banking in Alabama and the Southeast, and, in particular, his success in building and growing new banks and developing new markets, makes him highly qualified to serve as a director.

*J. Richard Cashio*
Age: 66	Committees: Audit; Compensation; Corporate Governance and Nominations (Chair)	Position: Director

Director Since: 2007	Bank Director Since: 2005

Mr. Cashio has served as a director of the Company since 2007 and as a director of the Bank since its inception in May 2005. Mr. Cashio has been a private investor since his retirement. Mr. Cashio served as Chief Executive Officer of TASSCO, LLC from 2005 until his retirement in January 2014 and served as the Chief Executive Officer of Tricon Metals & Services, Inc. from 2000 until its sale in October 2008. We believe that Mr. Cashio’s experience as the chief executive officer of successful industrial enterprises allows him to offer our Board both the benefit of his business experience and the perspectives of one of our target customer groups, making him highly qualified to serve as a director.

*James J. Filler*
Age: 80	Committees: Compensation	Position: Lead Independent Director

Director Since: 2007	Bank Director Since: 2005

Mr. Filler has served as a director of the Company since 2007 and as a director of the Bank since its inception in May 2005. In January 2019, following Mr. Broughton becoming Chairman of our Board of Directors, Mr. Filler was appointed to serve as the Board’s Lead Independent Director. Mr. Filler has been a private investor since his retirement in 2006. Prior to his retirement, Mr. Filler spent 44 years in the metals recycling industry with Jefferson Iron & Metal, Inc. and Jefferson Iron & Metal Brokerage Co., Inc. We believe that Mr. Filler’s extensive business experience and strong ties to the Birmingham business community offer us valuable strategic insights and make him highly qualified to serve as a director.

*Betsy Bugg Holloway*
Age: 54	Committees: Corporate Governance and Nominations	Position: Director

Director Since: 2023	Bank Director Since: 2023

Dr. Holloway has served as a director of the Company and the Bank since 2023. Dr. Holloway has served as a Vice President for Samford University for the past nine years and as the Vice President for Advancement and Marketing since July 2022, where she leads all marketing, branding, and philanthropic initiatives for the university. Dr. Holloway currently serves on the Board of Directors and is a member of the executive committee and chair of the nominating committee for Blue Cross & Blue Shield of Alabama and is a member of the Board of Advisors for Founders Advisors. We believe that Dr. Holloway’s extensive business experience, civic engagement in Alabama, and long track record of innovative leadership and operational expertise make her highly qualified to serve as a director.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 4

*Christopher J. Mettler*
Age: 48	Committees: Compensation Committee	Position: Director

Director Since: 2019	Bank Director Since: 2019

Mr. Mettler has served as a director of the Company and the Bank since October 21, 2019. Mr. Mettler is Founder and President of Sovereign Co., where he leads strategy and business development. Mr. Metter assumed a full-time role at Sovereign as of April 26, 2019. Sovereign leverages proprietary marketing attribution and artificial intelligence technology to systematically measure thousands of simultaneous marketing messages to display the most relevant products for consumers. Previously, Mr. Mettler founded two marketing and financial technology businesses, CompareCards and SnapCap, both of which were acquired in two separate transactions by LendingTree (Nasdaq: TREE). Mr. Mettler served as President of Iron Horse Holdings LLC from January 1, 2014 until November 16, 2016. Following LendingTree’s acquisition of CompareCards from Iron Horse Holdings in November 2016, Mr. Mettler transitioned to serve as a salaried employee of LendingTree through April 26, 2019. We believe Mr. Mettler’s business experience, his strong background in the financial technology sector and his prior service on our Charleston, South Carolina advisory board makes him highly qualified to serve as a director.

*Hatton C. V. Smith*
Age: 73	Committees: Compensation (Chair)	Position: Director

Director Since: 2007	Bank Director Since: 2005

Mr. Smith has served as a director of the Company since 2007 and as a director of the Bank since its inception in May 2005. Mr. Smith served as the Chief Executive Officer of Royal Cup Coffee from 1996 until 2014 and in various other positions with Royal Cup Coffee prior to 1996. Mr. Smith retired from all positions with Royal Cup Coffee effective February 2020. He currently serves as the Chief Executive Officer of Back Forty Beer Company, which specializes in unique craft beers in the Southeast. Mr. Smith is also involved in many different charities and has served as Chair of the United Way and President of the Baptist Health System. We believe that Mr. Smith’s business experience, his strong roots in the greater Birmingham business and civic community, and his high profile and extensive community contacts in one of our largest markets make him highly qualified to serve as a director.

*Irma L. Tuder*
Age: 62	Committees: Audit (Chair); Corporate Governance and Nominations	Position: Director

Director Since: 2018	Bank Director Since: 2018

Ms. Tuder is currently a private investor. She is the founder, former CEO and Board Chairperson of Analytical Services, Inc. (ASI), a nationally recognized business providing management and technical solutions to federal government agencies. Ms. Tuder successfully led the acquisition of ASI by Arctic Scope Regional Corporation Federal Holding Company in 2007. Ms. Tuder has over 30 years of experience in strategic business planning and execution, executive leadership, financial management and business operations. Prior to founding ASI, Ms. Tuder spent five years as a controller in private industry and five years in public accounting. In addition to her service as a director of the Company and Bank, Ms. Tuder is a member of the Notre Dame Institute for Latino Studies Advisory Council, HudsonAlpha Institute for Biotechnology Board of Directors, University of Alabama in Huntsville (UAH) Foundation Board and UAH Business School Advisory Board. Ms. Tuder received a BBA in accountancy from the University of Notre Dame and MBA from Troy State University in Montgomery. We believe that Ms. Tuder’s extensive background in business, finance and accounting make her highly qualified to serve as both a director and as Chair of our Audit Committee.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 5

The Board of Directors Unanimously Recommends a Vote “FOR” the Election of Each of the Board Nominees

CORPORATE GOVERNANCE

Our business is managed under the direction of our Board of Directors. The Board has the legal responsibility for overseeing the affairs and performance of the Company. The primary responsibility of the Board is to exercise their business judgment in what they believe to be in the best interests of the Company and its stockholders.

Governance Practices

Our Board of Directors believes that sound governance practices and policies provide an important framework to assist them in fulfilling their oversight duty. The Corporate Governance Guidelines of ServisFirst Bancshares, Inc. (the “Governance Guidelines”), include a number of the practices and policies under which our Board has operated for many years, together with concepts suggested by various authorities in corporate governance and the requirements under the New York Stock Exchange (“NYSE”) Listed Company Manual and the Sarbanes-Oxley Act of 2002.

Each year, our Board of Directors reviews our Governance Guidelines and other governance documents and modifies them as it deems appropriate. These documents include the Governance Guidelines, the committee charters, our Code of Business Conduct and Ethics, our Related Party Transactions Policy and other key policies and practices. Copies of the currently effective charters for each Board committee, the Code of Business Conduct and Ethics, the Governance Guidelines and certain other corporate governance policies are available on the investor relations section of the Company’s website at www.servisfirstbancshares.com under the “Governance” tab.

Some of the principal subjects covered by our Governance Guidelines comprise:

•

Director Qualifications, which include: a Board candidate’s independence, experience, knowledge, skills, expertise, integrity, and ability to make independent analytical inquiries; his or her understanding of our business and the business environment in which we operate; and the candidate’s ability and willingness to devote adequate time and effort to Board responsibilities, taking into account the candidate’s employment and other Board commitments.

•

Responsibilities of Directors, which include: acting in the best interests of all stockholders; maintaining independence; developing and maintaining a sound understanding of our business and the industry in which we operate; preparing for and attending Board and Board committee meetings; and providing active, objective and constructive participation at those meetings.

•

Director Access to Management and, as Necessary and Appropriate, Independent Advisors, which covers: encouraging presentations to our Board from the officers responsible for functional areas of our business and from outside consultants who are engaged to conduct periodic reviews of various aspects of our operations or the quality of certain of our assets, such as the Bank’s loan portfolio.

•

Director Orientation and Continuing Education, such as: programs to familiarize directors with any changes to our business, strategic plans, and significant financial, accounting and risk management issues; our compliance programs and conflicts policies; our Code of Business Conduct and Ethics and our Governance Guidelines. In addition, each director is expected to participate in continuing education programs relating to developments in our business and in corporate governance. For the year ended December 31, 2023, director continuing education programs covered a variety of topics, including the Community Reinvestment Act, various fair lending rules and regulations, compliance, cybersecurity, business continutity and information technology.

•

Regularly Scheduled Executive Sessions, without Management, are held by our Board, led by our Lead Independent Director, and by the Audit Committee, which meets separately with our independent auditors.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 6

Director Resignation Policy

In October 2016, our Board approved and adopted a Director Resignation Policy. This policy provides that, in an uncontested election, any director nominee who receives a greater number of “Withhold” votes than votes “For” his or her election shall promptly tender his or her resignation to the Chairman of our Board following the certification of the election results. The Company’s Corporate Governance and Nominations Committee (“CG&N Committee”) will consider the offer of resignation and recommend to the Board whether to accept or reject the resignation. Our Board must act on the recommendation within 90 days following certification of the election results following receipt of the recommendation. After the Board makes a formal decision on the CG&N Committee’s recommendation, the Company must publicly disclose the action on a Current Report on Form 8-K (“Current Report”) within four business days of the decision. If the Board determines to take any action other than accepting such resignation, the Current Report must also include the Board’s rationale supporting its decision. A copy of our Director Resignation Policy is available on the investor relations section of our website www.servisfirstbancshares.com under the “Governance” tab.

Incentive Compensation Clawback Policy

Our Board has approved and adopted a Clawback Policy in compliance with Exchange Act Rule 10D-1 and the NYSE continued listing requirements related to recovery of incentive compensation from the Company’s current and former executive officers under certain circumstances. The Clawback Policy provides that, in the event the Company is required to restate financial results due to material noncompliance with any financial reporting requirement under the securities laws, the Board may adjust future compensation, cancel outstanding awards, seek recoupment of previous awards and take any other remedial and recovery action permitted by law, to recoup all or a portion of any incentive compensation approved, awarded or granted to an executive officer of the Company after the date of adoption of the Clawback Policy and such award, vesting or payment occurred or was received during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. The Clawback Policy applies when the Compensation Committee has determined that the incentive compensation approved, awarded or granted was predicated upon the achievement of certain financial results that were the subject of the restatement and that a lesser amount of incentive compensation would have been approved, awarded or granted to the executive officer based upon the restated financial results. In each such instance, the Company will seek to recoup the amounts by which an executive officer’s incentive compensation that was awarded, vested or paid during the three-year period referenced above exceeded the amounts that would have been awarded, vested or paid based on the restated financial results.

Stock Ownership of Board and Executives

Long-term stock ownership is deeply engrained in our culture and reflects our Board’s strong commitment to the Company’s success. We have reviewed the stock ownership policies of other financial institutions, the criteria identified by certain proxy advisory firms in determining whether a stock ownership policy is “rigorous” or “robust,” and the stock ownership of our directors and executive officers. We ultimately concluded not to adopt a formal stock ownership policy at this stage of the Company’s existence primarily because the current ownership levels of our long-time directors and, with one exception, our named executive officers far exceed the ownership requirements of even the most rigorous policies we reviewed. Using the market price and the number of shares of common stock beneficially owned as of March 27, 2024, each of our non-employee directors held common stock valued over five times such director’s 2023 annual retainer (with the average multiple equal to 547 times the 2023 annual retainer), our Chief Executive Officer held common stock valued at over 77 times his 2023 annual base salary, and each of our other named executive officers, with the exception of Mr. Abbott, held common stock valued at over 50 times their respective 2023 annual base salaries.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 7

Our Board annually reviews our Governance Guidelines and other governance documents and practices and modifies them as it deems appropriate. Although we will reconsider adopting stock ownership guidelines in the future, including in the event of Board or management changes, we intend to operate the Company in a way that we believe makes the most sense taking into account numerous factors.

Policy Against Hedging Activities

The Company is dedicated to growing its business and enhancing stockholder value in an ethical way while being mindful of the need to avoid taking actions that pose undue risk or have the appearance of posing undue risk to the Company. Our goal is to grow stockholder value in both the short term and long term, and we expect our directors, officers and employees to have the same goals as the Company. Consistent with these goals, our Insider Trading Policy prohibits any of our directors, officers and employees from engaging in hedging activities involving the Company’s securities, including the following:

●

short sales, meaning any transactions in the Company’s securities whereby one may benefit from a decline in the stock price of our common stock;

●

purchases or sales of derivative securities related to the Company’s securities (puts, calls, collars, swaps forward sale contracts and similar arrangements, excluding stock options issued pursuant to employee benefit plans); and

●

investments in exchange funds (a stock fund that allows an investor to exchange his or her holdings in Company securities for units in a portfolio of securities), excluding investments in the Company stock fund available under the Company’s 401(k) plan.

Policy Against Pledging Activities

Our Insider Trading Policy prohibits our directors, officers and employees from pledging our securities as collateral for loans unless approved by our Insider Trading Compliance Officer. While being mindful of the need to avoid taking actions that pose undue risk or appear to pose undue risk to our Company, we also appreciate that our situation may be unique. We are a public company that has, since the Bank’s inception in 2005 and our formation in 2007, experienced a relative amount of success. As a result of this success, a significant portion of the wealth of some of our officers and employees resides in their ownership of our common stock. As detailed above, all of our directors and all but one of our executive officers own enough shares of common stock to far exceed the multiples of base salary or annual cash retainer typically required by stock ownership guidelines. Accordingly, we provide our Insider Trading Compliance Officer with the discretion to permit pledges in certain limited circumstances.

Board Independence

The cornerstone of our corporate governance program is an independent and qualified Board of Directors. The Board has established guidelines consistent with the current listing standards of the NYSE for determining director independence. You can find these guidelines in our Governance Guidelines, which are posted on the investor relations section of the Company’s website at www.servisfirstbancshares.com under the “Governance” tab.

During its most recent review, our Board considered transactions and relationships between each director or any member of a director’s immediate family and us and the Bank. Our Board also considered whether there were any transactions or relationships between our Company and any entity of which a director or an immediate family member of a director is an executive officer, general partner or significant equity holder. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that a director is independent. Independent directors must be free of any relationship with us or our management that may impair the director’s ability to make independent judgments.

Our CG&N Committee has determined in its business judgment that six of the Company’s seven current directors are independent as defined in the NYSE listing standards and that each member is free of any relationships that would interfere with his or her individual exercise of independent judgment. Our independent directors are Messrs. Cashio, Filler, Mettler, and Smith, Dr. Holloway, and Ms. Tuder. Mr. Broughton, our Chairman, is considered an inside director because of his employment as our President and Chief Executive Officer (see “Certain Relationships and Related Transactions” for a list of other relationships the Board considered when determining independence).

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 8

The Role of Our Board of Directors

The members of our Board also are members of the board of Directors of the Bank, which accounts for substantially all of our consolidated operating results. The members of our Board keep informed about our business through discussions with senior management and other officers and managers of the Company and the Bank, by reviewing analyses and reports sent to them by management and outside consultants, and by participating in meetings of the Board and meetings of those Board committees on which they serve.

Board Leadership Structure

We believe that our stockholders are best served by a strong, independent Board of Directors with extensive business experience and strong ties to our markets. We believe that objective oversight of the performance of our management team is critical to effective corporate governance, and we believe our Board provides such objective oversight.

Our Board is led by a combination of Mr. Filler, our Lead Independent Director, and Mr. Broughton, our Chairman, President and CEO, supplemented by engaged, independent committee chairs and directors. Our independent directors unanimously voted for Mr. Broughton to serve as the Chairman of our Board following the retirement of our prior Chairman on December 31, 2018.

The Board believes that the Company has been well served by Mr. Broughton’s leadership since the Bank’s inception in 2005 and our formation in 2007. The Board further believes that Mr. Broughton’s combined role as Chairman and CEO will allow him to set the overall tone and direction for the Company, maintain consistency in the internal and external communication of our strategic and business priorities, and have primary responsibility for managing our operations.

The Board also believes that a strong, effective Lead Independent Director, like Mr. Filler, an independent Board, and independent committees provide the independent leadership necessary to balance the combined Chairman and CEO role and, with the formal and informal mechanisms we have in place to facilitate the work of the Board and its committees, results in the Board effectiveness and efficiency that our stockholders expect. Mr. Filler performs the following functions as our Lead Independent Director:

●

Serves as a liaison, and facilitates communication, between our Chairman and the independent directors;

●

Organizes, convenes and presides over executive sessions of the independent directors and Board meetings at which the Chairman is not present;

●

Serves as an advisor to Board committees, chairs of the Board committees and other directors;

●

Calls meetings of the Board, if deemed advisable by the Lead Independent Director; and

●

Guides, with the CG&N Committee, the self-assessment of the Board.

Mr. Broughton’s leadership has been especially evident during the bank failures in the spring of 2023. While the Company and Bank are known for being able to respond to market conditions quickly on a decentralized basis, our employees look to Mr. Broughton to set the tone for the entire Company. Under his leadership, the Bank was able to grow deposits in a time of intense competition and avoid liquidity challenges faced by others in the industry. Mr. Broughton’s emphasis on customer service leveraged existing relationships and earned new banking relationships during the year, as new customers were able to compare their experience with the Bank against the service provided by their current bankers.

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We believe our Board’s structure provides leadership and operational oversight, notwithstanding Mr. Broughton’s role as Chairman. Our Board’s three standing committees, which are described below under “Board Committees and Their Functions,” are composed exclusively of independent directors. In addition to the Board committees at the Company, our Bank has a separate loan committee on which all of our directors serve. We believe that this structure further reinforces the Board’s role as an objective overseer of our business, operations, risk sensitivity and day-to-day management.

The Board’s Role in Risk Oversight

While our Board is ultimately responsible for the management of risks inherent in our business, in our day-to-day operations senior management is responsible for instituting risk management practices that are consistent with our overall business strategy and risk tolerance. In addition, because our operations are conducted primarily through the Bank, we maintain an asset-liability and investment committee at the Bank level, consisting of four executive officers of the Bank. This committee is charged with monitoring our liquidity and funds positions. The committee regularly reviews the rate sensitivity position on three-month, six-month and one-year time horizons; loans-to-deposits ratios; and average maturities for certain categories of liabilities. This committee reports to our Board of Directors at least quarterly, and otherwise as needed.

In addition, our Audit Committee assists the Board in overseeing and monitoring management’s conduct of our financial reporting process, our system of internal accounting and financial controls and our cybersecurity measures, and our Compensation Committee oversees the management of risks relating to executive and non-executive compensation.

Outside of formal meetings, our Board and its committees have regular access to senior executives, including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, as well as our senior credit officers. Our Bank board, which consists of all the members of our Board, and loan committee also meet monthly with management to review loans, credit loss issues and other areas of risk for the bank. We believe that this structure allows the Board to maintain effective oversight over our risks and to ensure that our management personnel are following prudent and appropriate risk management practices.

The Board’s Role in Human Capital Management

The Board understands the importance of Human Capital Management as part of its corporate responsibility, with an emphasis on the following key areas: (1) hiring, promotion and talent development and (2) compensation and benefits and health and safety. The below entries summarize our current policy positions in each of these key areas:

Hiring, Promotion & Talent Development

We recruit the best people for the job regardless of gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background or religious belief. It is our policy to fully comply with all state and federal laws applicable to discrimination in the workplace.

We are always looking to build our workforce from within and promote from our current talent pool whenever possible. We are also committed to the continued development of our employees, whether through banking industry‑related training or position-related training.

Compensation and Benefits and Heath and Safety

We provide robust compensation and benefits programs to help meet the needs of our employees. In addition to competitive salaries, these programs include a 401(k) Retirement Plan, full medical, dental and vision insurance, life insurance and paid time off. As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent. We are committed to the health, safety, and wellness of our employees.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 10

Board Committees and Their Functions

Our Board maintains three standing committees that are each composed entirely of independent directors. The governing charter for each of the three committees is available on our website www.servisfirstbancshares.com under the “Governance” tab.

Name⁽¹⁾	Audit Committee	Compensation Committee	Corporate Governance & Nominations Committee
Irma L. Tuder
Michael D. Fuller
James J. Filler
Betsy Bugg Holloway, Ph.D.
J. Richard Cashio
Christopher J. Mettler
Hatton C. V. Smith
Committee Chair Committee Member Financial Expert

⁽¹⁾ Mr. Broughton is not independent and therefore does not serve on any committee.

Audit Committee

Number of meetings in 2023: 4

Functions:

•

Assists our Board of Directors in maintaining the integrity of our financial statements and of our financial reporting processes and systems of internal audit controls, as well as monitoring our compliance with legal and regulatory requirements and the performance of our internal audit function;

•

Reviews the scope of independent audits and assesses the results;

•

Meets with management to consider the adequacy of the internal control over, and the objectivity of, financial reporting, and meets with our independent auditors and with appropriate financial personnel concerning these matters;

•

Oversees cybersecurity risk and reviews cybersecurity issues and solutions with management;

•

Selects, determines the compensation of, appoints and oversees our independent registered public accounting firm, and evaluates their qualifications, performance and independence; and

•

Reviews and approves all related party transactions of the Company in accordance with our Related Party Transactions Policy (with some related party transactions referred to the full Board for consideration).

Our Board of Directors has determined that each Audit Committee member meets the independence standards for Audit Committee membership under the rules of the Securities and Exchange Commission (“SEC”) and the rules of the NYSE.

Compensation Committee

Number of meetings in 2023: 8

Functions:

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 11

•

Annually reviews the performance and compensation of our Chief Executive Officer, who is not present during deliberations or voting with respect to his compensation;

•

Makes recommendations to the independent members of our Board of Directors with respect to the compensation of our Chief Executive Officer and all other executive officers of the Company;

•

Makes determinations, either as a committee or together with the other independent directors, regarding the performance and compensation level of our Chief Executive Officer and our other named executive officers;

•

Reviews incentive compensation arrangements to determine whether they encourage excessive risk taking, and reviews and discusses at least annually the relationship between risk management policies and practices that could mitigate such risk;

•

Oversees the compensation structure for our senior management and senior executives;

	•	Develops and reviews succession planning for key executives, including our Chief Executive Officer;

	•	Administers the Company’s Clawback Policy; and

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 12

•

Advises and reports to our Board of Directors at least annually, including with respect to the Company’s incentive and equity-based compensation plans, and oversees the activities of the individuals and committees responsible for administering such plans.

The Compensation Committee has the authority, in its sole discretion, to appoint, engage, retain and terminate any compensation consultant, legal counsel or other advisor to assist in the performance of its duties, and the Company is responsible for providing appropriate funding to the Compensation Committee for payment of reasonable compensation to any such advisor retained by the Compensation Committee. Our Compensation Committee has retained Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon. The cost of such services in 2023 did not exceed $120,000. The Committee determined that there were no conflicts between Aon and the Company or any member of the Compensation Committee.

Our Board of Directors has determined that each Compensation Committee member is independent under the rules of the NYSE.

Corporate Governance and Nominations Committee

Number of meetings in 2023: 5

Functions:

•

Identifies individuals believed to be qualified to become Board members, and selects or recommends to the Board, the nominees to stand for election as directors;

•

Establishes the criteria for selecting candidates for nomination to our Board, actively seeks candidates who meet those criteria and makes recommendations to our Board of Directors to fill vacancies on, or make additions to, our Board or any committee of our Board (see “Governance Practices” for a detailed discussion of qualification criteria);

•

Develops and recommends to our Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director;

	•	Oversees director continuing education programs;

	•	Establishes the procedures for the evaluation and oversight of our Board and management; and

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 13

•

Monitors and recommends changes in the organization and procedures of the Board, in the size of the Board or any Board committee and in our corporate governance policies, and monitors the Company’s corporate governance structure.

The CG&N Committee considers candidates for director who are recommended by its members, by other Board members, and by management. The CG&N Committee will consider stockholder nominees for election to our Board that are timely recommended by stockholders provided that a complete description of the nominees’ qualifications, experience and background, together with a statement signed by each nominee in which he or she consents to act as a Board member if elected, accompany the recommendations. Nominations must also include evidence of the nominating stockholder’s ownership of Company common stock. Stockholder nominations should be directed to the chair of the CG&N Committee, care of our Chief Financial Officer, at the Company’s principal executive office, 2500 Woodcrest Place, Birmingham, Alabama 35209. The CG&N Committee will evaluate candidates recommended by stockholders using the same criteria as for other candidates recommended by its members, other members of the Board, or management.

In evaluating nominees for director, the CG&N Committee believes that it is of primary importance to ensure that the Board’s composition reflects a diversity of business experience and community leadership, as well as a demonstrated ability to promote the Company’s strategic objectives and expand its presence, profile and customer base in its local markets. Additionally, our CG&N Committee charter provides that the CG&N Committee, in selecting or recommending Board candidates, shall consider factors it deems appropriate, which may include diversity. The members of the CG&N Committee and the Board also take into account views on diversity that our stockholders may communicate to us.

Our Board of Directors has determined that each member of the CG&N Committee is independent under the standards of independence of the rules of the NYSE.

Compensation Committee Interlocks and Insider Participation

The primary functions of the Compensation Committee are to evaluate and administer the compensation of our President and Chief Executive Officer and other executive officers and to review and oversee our general compensation programs. No member of the Compensation Committee has served as an officer or employee of the Company, the Bank or any other subsidiary. In addition, none of our executive officers has served as a director or as a member of the compensation committee of a company which employs any of our directors. For further information, see “Compensation Discussion and Analysis” and “Board Committees and Their Functions.”

Director Attendance

Our Board of Directors held nine meetings in 2023. Each director attended at least 75% of the aggregate of: (i) the number of meetings of the Board of Directors held during the period he or she served on the Board; and (ii) the number of meetings of committees of the Board of Directors held during the period he or she served on such committees. While we do not have a formal policy regarding director attendance at our annual meetings, we generally expect our directors to attend if at all possible. All of our directors attended the 2023 Annual Meeting via remote webcast.

Certain Relationships and Related Transactions

We have not entered into any business transactions with related parties required to be disclosed under Rule 404(a) of Regulation S-K other than banking transactions in the ordinary course of our business with our directors and officers, as well as members of their families and corporations, partnerships or other organizations in which they have a controlling interest, and the lease arrangement described below. Management recognizes that related party transactions can present unique risks and potential conflicts of interest (in appearance and in fact). Therefore, we maintain written policies around interactions with related parties that require that these transactions are entered into and maintained on the following terms:

•

in the case of banking transactions, each is on substantially the same terms, including price or interest rate, collateral and fees, as those prevailing at the time for comparable transactions with unrelated parties that are not expected to involve more than the normal risk of collectability or present other unfavorable features to the bank; and

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 14

•

in the case of related party transactions, each is approved by a majority of the directors who do not have an interest in the transaction. Banking transactions that meet the criteria disclosed above are deemed pre‑approved by the Board.

Any potential related party transactions are reported to our Chief Financial Officer, who then reports such transactions to our Audit Committee. Our Audit Committee determines whether such transactions constitute related party transactions and, if so, reports those transactions to our Board for consideration if such transactions are not deemed pre-approved under our policy. A copy of our policy governing related party transactions is available on our website www.servisfirstbancshares.com under the “Governance” tab.

The aggregate amount of indebtedness from our directors and executive officers (including their affiliates and inclusive of persons serving as executive officers of the Bank) to the Bank as of December 31, 2023 was approximately $39.8 million, which equaled 2.8% of our total equity capital as of that date. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us. No related party loans were disclosed as past due, nonaccrual or troubled debt restructurings in our consolidated financial statements for the year ended December 31, 2023. We anticipate making related party loans in the future to the same extent as we have in the past.

Code of Conduct for Directors and Employees

Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. The Code of Business Conduct and Ethics covers compliance with law; fair and honest dealings with us, with competitors and with others; fair and honest disclosure to the public; and procedures for compliance with the Code of Business Conduct and Ethics. A copy of our Code of Business Conduct and Ethics is, and any amendment to or waiver from a provision of our Code of Business Conduct and Ethics will be, available free of charge on the investors relations section of our website at www.servisfirstbancshares.com under the “Governance” tab.

Communications with the Board

You may contact any of our independent directors, individually or as a group, by writing to them c/o Kirk Pressley, Chief Financial Officer, ServisFirst Bancshares, Inc., 2500 Woodcrest Place, Birmingham, Alabama 35209. Mr. Pressley will review and forward to the appropriate directors copies of all such correspondence that, in the opinion of Mr. Pressley, deals with the functions of the Board of Directors or its committees or that he otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters will be brought promptly to the attention of the Chairwoman of the Audit Committee and will be handled in accordance with procedures established by the Audit Committee.

DIRECTOR COMPENSATION

The following summarizes the compensation earned by, or paid to, each person who served as a non-employee director during all or any part of our 2023 fiscal year. Mr. Broughton was not separately compensated for his service on the Board. Directors of the Company also serve on the Board of the Bank and receive no additional compensation for such service. Ms. Tuder also serves on the advisory board of our Huntsville, AL region, and her compensation for such service is included in the tabular disclosure below. As of March 27, 2024, our six non-employee directors beneficially owned, collectively, approximately 4.5% of our outstanding common stock. We seek to structure director compensation to further align the interests of directors with the interests of our stockholders.

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Annual Retainers and Meeting Fees for 2023

Position		Annual Retainer($)
Director		50,000
Lead Independent Director		25,000
Audit Committee Member		8,000
Audit Committee Chair		15,000
Compensation Committee Member		6,000
Compensation Committee Chair		10,000
CG&N Committee Member		4,000
CG&N Committee Chair		9,000

Director Compensation for 2023

The following table sets forth information regarding the compensation of our non-employee directors for the year ended December 31, 2023.

Name	Fees earned or paid in cash($)		Stock Awards($)⁽¹⁾		All Other Compensation($)		Total($)
J. Richard Cashio	$	73,000	$	50,012		-	$	123,012
Michael D. Fuller⁽²⁾		-		-		-		-
James J. Filler		81,000		50,012		-		131,012
Betsy Bugg Holloway⁽³⁾		54,000		150,037		-		204,037
Christopher J. Mettler		68,000		50,012		-		118,012
Hatton C. V. Smith		60,000		50,012		-		110,012
Irma L. Tuder⁽⁴⁾		69,000		50,012	$	7,000		126,012

	(1)	Represents the grant date fair value of time-based restricted stock awarded on April 17, 2023 (964 shares valued at $51.88 per share, the closing price of the Company’s common stock on that date). All director restricted stock awards were outstanding on December 31, 2023. See Note 13 of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding assumptions made in the valuation of these awards. These awards have a one-year vesting term.
	(2)	Mr. Fuller retired from our Board in April 2023.
	(3)	Ms. Holloway received a grant of 1,928 shares of restricted stock in connection with her appointment to the Board.
	(4)	Ms. Tuder’s cash compensation includes $7,000 in fees paid for service on the Huntsville advisory board.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 16

OWNERSHIP OF SERVISFIRST COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of our common stock as of March 27, 2024 by: (i) each of our directors; (ii) our named executive officers; (iii) all of our directors and our executive officers as a group; and (iv) each stockholder known by us to beneficially own more than 5% of our common stock. Except as otherwise indicated, each person listed below has sole voting and investment power with respect to all shares shown to be beneficially owned by him except to the extent that such power is shared by a spouse under applicable law. The information provided in the table is based on our records, information filed with the SEC and information provided to the Company.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Common Stock (%)⁽²⁾
Five Percent Stockholders
Blackrock, Inc.⁽³⁾	7,832,493	14.4	%
50 Hudson Yards New York, NY 10001
The Vanguard Group⁽⁴⁾	5,478,138	10.1	%
100 Vanguard Blvd. Malvern, PA 19355
Kayne Anderson Rudnick Investment Management LLC⁽⁵⁾ 2000 Avenue of the Stars, Suite 1110 Los Angeles, CA 90067	3,257,175	6.0	%

Directors and Named Executive Officers
Thomas A. Broughton III⁽⁶⁾	833,559	1.5	%
Irma L. Tuder⁽⁷⁾	86,444	*
James J. Filler⁽⁸⁾	1,378,295	2.5	%
J. Richard Cashio⁽⁹⁾	551,009	1.0	%
Hatton C. V. Smith⁽¹⁰⁾	419,657	*
Christopher J. Mettler⁽¹¹⁾	23,154	*
Betsy Bugg Holloway, Ph.D.	4,168	*
William M. Foshee⁽¹²⁾	290,951	*
Rodney E. Rushing⁽¹³⁾	419,837	*
Henry F. Abbott⁽¹⁴⁾	8,510	*
Kirk Pressley	11,371	*

All directors and executive officers as a group (11 persons)	4,026,955	7.4	%

___________________

*	Indicates ownership of less than 1% of outstanding common stock.
⁽¹⁾	The address for all directors and executive officers is 2500 Woodcrest Place, Birmingham, Alabama 35209.
⁽²⁾	Except as otherwise noted herein, the percentage is determined on the basis of 54,507,778 shares of our common stock outstanding plus securities deemed outstanding pursuant to Rule 13d-3 promulgated under the Exchange Act. Under Rule 13d-3, a person is deemed to be a beneficial owner of any security owned by certain family members and any security of which that person has the right to acquire beneficial ownership within 60 days, including, without limitation, shares of our common stock subject to currently exercisable options.
⁽³⁾	Based solely upon the Schedule 13G/A filed January 23, 2024 with respect to ownership as of December 31, 2023, Blackrock, Inc. reported having sole voting power over 7,729,607 shares of common stock and sole dispositive power over 7,832,493 shares of common stock.
⁽⁴⁾	Based solely upon the Schedule 13G/A filed February 13, 2024 with respect to ownership as of December 29, 2023, The Vanguard Group reported having shared voting power over 54,339 shares of common stock, sole dispositive power over 5,369,825 shares of common stock and shared dispositive power over 5,478,138 shares of common stock.
⁽⁵⁾	Based solely upon the Schedule 13G/A filed February 13, 2024 with respect to ownership as of December 31, 2023, Kayne Anderson Rudnick Investment Management LLC reported having sole voting power over 829,262 shares of common stock, shared voting power over 2,359,796 shares of common stock, sole dispositive power over 897,379 shares of common stock and shared dispositive power over 2,359,796 shares of common stock.
⁽⁶⁾	Includes 55,138 shares of common stock owned by his spouse. Also includes 497,812 shares held by a GRAT for the benefit of Mr. Broughton’s children, for which Mr. Broughton retains the power of substitution. Does not include 190,000 shares held by TAB2, LLC and 300,000 shares held by TAB3, LLC, which are managed by a third party manager. Mr. Broughton disclaims beneficial ownership of common stock held by his spouse.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 17

⁽⁷⁾	Includes shares underlying a vested option granted on October 15, 2018 to purchase up to 25,000 shares of common stock for $35.65 per share. Includes 42,215 shares owned by Tuder Family, LLC, a limited liability company of which the reporting person is a member and manager and 14,586 shares owned by Jackie Ray Tuder 2012 Irrevocable Trust of which the reporting person is the trustee.
⁽⁸⁾	Includes 2,500 shares owned by Mr. Filler’s spouse.
⁽⁹⁾	Does not include 28,752 shares owned by Mr. Cashio’s adult daughter. Includes 102,000 shares of common stock held by Mr. Cashio’s spouse. Mr. Cashio disclaims beneficial ownership of all shares not directly owned by him. Mr. Cashio has pledged 51,628 shares to ServisFirst Bank as security for a loan and 112,000 shares to J.P. Morgan as security for a line of credit.
⁽¹⁰⁾	Mr. Smith has pledged 115,500 shares to ServisFirst Bank, as security for a line of credit.
⁽¹¹⁾	Does not include an option granted to Mr. Mettler on October 21, 2019 to purchase 25,000 shares of common stock for $33.90 per share which vests 100% after five years.
⁽¹²⁾	Includes 24,000 shares held by Mr. Foshee’s spouse. Mr. Foshee disclaims beneficial ownership of such shares. Mr. Foshee has pledged 132,230 shares to Morgan Stanley and 41,167 shares to US Bank.
⁽¹³⁾	Includes 100,000 shares of common stock held in trusts for the benefit of Mr. Rushing’s daughters.
⁽¹⁴⁾	Includes shares held through Mr. Abbott’s 401(k) account.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our Section 16 officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. With the exception of Mr. Pressley, who filed a Form 3 on July 7, 2023 in connection with his appointment on June 20, 2023, all of our Section 16 officers, directors and persons who own more than 10% of our common stock timely filed all reports during 2023.

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

As required under Section 14A of the Exchange Act, we provide our stockholders with an annual advisory vote on the compensation of our named executive officers. In 2017 and again in 2023, when considering the say on pay frequency, our stockholders approved an annual advisory vote. At the 2023 Annual Meeting, approximately 98.3% of the votes cast (which excludes broker non-votes) were in approval of the compensation program for our named executive officers.

Our Compensation Committee reviewed the results of the advisory vote from the 2023 Annual Meeting and did not implement any significant changes to our executive compensation as a result of the say-on-pay advisory vote. The Compensation Committee recognizes that effective practices evolve, and the Compensation Committee will continue to consider changes as needed to keep our compensation program for our named executive officers competitive and tightly linked to performance. See “Compensation Discussion and Analysis” for a detailed discussion of our compensation practices, philosophy and objectives for our named executive officers.

Consistent with our stockholders’ preference and prevailing demand, we expect to hold an advisory vote on the compensation of named executive officers every year. This year, we are asking stockholders to approve the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

The advisory vote will not be binding on the Compensation Committee or the Board of Directors. However, they will carefully consider the outcome of the vote and take into consideration any specific concerns raised by investors when determining future compensation arrangements. Following the recommendation of our stockholders at our 2023 Annual Meeting, we will hold a say-on-pay vote at each annual meeting (until the next required vote of our stockholders regarding the frequency of say-on-pay vote that will occur at our 2029 Annual Meeting of Stockholders).

The Board of Directors Unanimously Recommends a Vote “FOR” the Resolution Approving the Compensation Paid to Our Named Executive Officers.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 18

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (CD&A)

This CD&A describes our executive compensation objectives and philosophy. It also describes our compensation program and reviews the compensation outcomes for fiscal 2023. We are a bank holding company headquartered in Birmingham, Alabama. Our Bank, founded in 2005, provides commercial banking services through offices located in Alabama, Georgia, Florida, North Carolina, South Carolina, Tennessee and Virginia. We operate our Bank using a simple business model based on organic loan and deposit growth, generated through high quality customer service, delivered by a team of experienced bankers focused on developing and maintaining long-term banking relationships with our target customers. Our strategy focuses on operating a limited and efficient branch network with sizable aggregate balances of total loans and deposits housed in each branch office. We strive to translate this business model and strategy into higher profits for our stockholders. Our compensation program is intended to incentivize our named executive officers to pursue strategies and actions that promote both annual and longer-term value to stockholders, consistent with the intention of our business model.

The 2023 year presented significant challenges for the banking industry. The increase in market interest rates created increased deposit competition while also generally reducing net interest income, net interest spread and net interest margins. Additionally, bank failures in the spring of 2023 caused the Federal Deposit Insurance Corporation to make special assessments on financial institutions, including ours, which impacted earnings per share. We also had several non-recurring items that impacted earnings per share, including an adjustment to a privilege tax accrual and contract termination costs. Accordingly, our results for the year ended December 31, 2023 were not as strong as the prior two years. This is reflected in each of our named executive officers’ total compensation for the year ended December 31, 2023, which is generally below each of the prior two years.

Compensation Philosophy and Objectives

In order to recruit, retain and appropriately incentivize the most qualified and competent individuals as executive officers, we strive to maintain a compensation program that not only is competitive in our market but that also provides our Compensation Committee with the flexibility to determine incentive compensation using a commonsense approach. Our Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by us and the Bank, and which aligns executives’ interests with those of our stockholders by rewarding performance, with the ultimate objective of improving stockholder value.

To reward both short- and long-term performance in the compensation program and in furtherance of our compensation objectives noted above, our executive officer compensation philosophy includes the following principles:

Compensation should be related to performance. The Compensation Committee believes that a significant portion of an executive officer’s compensation should be tied not only to individual performance, but also the Company’s performance measured against both financial and non-financial goals and objectives.

Incentive compensation should represent a significant portion of an executive officer’s total compensation. The Compensation Committee is committed to providing competitive compensation that reflects our performance and that of the individual officer or employee.

Compensation levels should be competitive. The Compensation Committee reviews available data to ensure that our compensation is competitive with that provided by other comparable companies. The Compensation Committee believes that competitive compensation enhances our ability to attract and retain executive officers. Our Compensation Committee utilizes Aon for assistance in determining annual compensation. Our Compensation Committee reviewed and approved a peer group for compensation purposes and utilized said peer group to inform decisions regarding compensation levels for our named executive officers for 2023.

Incentive compensation should balance short-term and long-term performance. The Compensation Committee seeks to achieve a balance between encouraging strong short-term annual results and ensuring our long-term viability and success. To reinforce the importance of balancing these perspectives, executive officers generally will be provided both short- and long-term incentives. Our Compensation Committee continued to utilize short-term and long-term compensation plans for its executives in 2023. All short-term compensation awards are performance-based, while long-term compensation awards are split between restricted stock awards and performance-based performance shares.

Stockholder Approval of Say on Pay Proposal

At the 2023 Annual Meeting, approximately 98.3% of the votes cast (which excludes broker non-votes) were in approval of our executive compensation program. The Compensation Committee did not implement any additional changes to our executive compensation as a result of the say-on-pay advisory vote. The Compensation Committee recognizes that effective practices evolve, and the Compensation Committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance.

Named Executive Officers

	•	Thomas A. Broughton III, President and Chief Executive Officer
	•	Rodney E. Rushing, Executive Vice President and Chief Operating Officer
	•	William M. Foshee, our former Executive Vice President and Chief Financial Officer
	•	Henry F. Abbott, Senior Vice President and Chief Credit Officer
	•	Kirk Pressley, Executive Vice President of Strategic Planning of ServisFirst Bank

On November 1, 2023, Mr. Foshee notified the Board he would retire from the position of Chief Financial Officer effective upon the filing of our Annual Report on Form 10-K in February of 2024. On November 1, 2023, the Board appointed Kirk Pressley to succeed Mr. Foshee as Chief Financial Officer following Mr. Foshee’s retirement, and Mr. Pressley assumed that role on March 1, 2024.

Each of our named executive officers also held the same position with the Bank during fiscal 2023. In accordance with Rule 3b-7 under the Exchange Act, our Board and management considered whether any of the executive officers of the Bank should be included as a named executive officer. With the exception of Mr. Pressley during 2023, the Bank’s executive officers do not serve in policy making roles. With the exception of Mr. Pressley during 2023, all of our policy making functions are handled by officers of ServisFirst. Therefore, with the exception of Mr. Pressley, we have not included any of our Bank executives as named executive officers.

All of our executive officers are employees of the Bank for payroll and tax purposes. Because both the Compensation Committee and the Bank compensation committee consist of the same persons, as do both Boards of Directors, references herein to “our” or “the” Compensation Committee will be deemed to refer to our Compensation Committee and/or the Bank’s compensation committee, as applicable.

2023 Business Results

●

Net income available to common stockholders was $206.8 million for 2023, a 17.8% decrease from net income of $251.4 million in 2022.

●

Diluted earnings per share were $3.79 for 2023, a 17.8% decrease over 2022.

●

Ending deposits of $13.27 billion increased $1.73 billion, or 15.0%, from 2022.

●

Net interest income of $410.9 million in 2023 decreased 12.7% from 2022.

●

Net interest margin of 2.81% in 2023 decreased 51 basis points from 3.32% in 2022.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 19

2023 Compensation Objectives

During 2023, our Compensation Committee continued to use Aon as an independent compensation consultant to conduct a compensation review for our named executive officers. This review follows our prior engagements of Aon to conduct comprehensive reviews in 2020 and 2022. The objectives for our compensation program, along with the measures utilized to achieve such objectives, are set forth in the table below.

Compensation Program Objective	Applicable Compensation Measures
Mix of pay elements reflects current market practice	● Annual time based and performance-based equity grants ● Performance-based annual incentive plan for short-term compensation

Increase executive pay levels to be more in line with market peer median, in order to attract and retain key talent	● Increased base salaries of named executive officers ● Awarded time-based restricted stock awards ● Annual incentive plan for short-term compensation

Emphasize performance-based and at-risk pay elements	● Performance-share grants with vesting based on 3-year TSR performance compared with a peer group ● Annual incentive plan with defined performance goals for short-term compensation

Allocation of Compensation Elements – Pay for Performance

The following charts illustrate the target percentage of base salary, annual short-term cash incentives and long-term equity-based incentives of our Chief Executive Officer and each Named Executive Officer:

(1) Excludes Mr. Abbott and Mr. Pressley.

The following charts illustrates the allocation between time-based restricted stock and performance shares under our long-term equity-based incentives of our Chief Executive Officer and each Named Executive Officer:

(1) Excludes Mr. Abbott and Mr. Pressley.

Role of Compensation Committee

The Compensation Committee is responsible for the design, implementation and administration of the compensation programs for our executive officers and directors. The Compensation Committee completed the following actions relative to 2023 executive compensation:

•

Reviewed and approved base salary increases based on materials provided by its compensation consultant.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 20

	•		Reviewed and approved the 2023 compensation peer group.

	•		Reviewed and approved the adoption of 2023 performance objectives under the annual incentive plan.

	•		Reviewed and approved 2023 equity grants and performance criteria for performance shares, including identification of 2023 performance share peer group.

	•		Reviewed contractual arrangements for named executive officers.

	•		Reviewed the Company’s compensation philosophy.

	•		Determined annual awards for named executive officers for 2023 performance and approved the payment of such awards in 2024.

No executive officers of the Company make any recommendations to the Compensation Committee or participate in any way regarding the compensation of other executive officers, other than our President and Chief Executive Officer, Mr. Broughton. The Compensation Committee consults with Mr. Broughton to gain a better insight into the performance of the executive team as a basis for the Compensation Committee’s determinations regarding executive compensation. While the Compensation Committee consults with Mr. Broughton, the Compensation Committee makes its decisions independently. Mr. Broughton does not participate in discussions of his compensation.

Role of Compensation Consultant

As permitted by the Compensation Committee charter, the Compensation Committee periodically engages an independent outside compensation consultant to advise the Compensation Committee on executive compensation matters. The Compensation Committee continued to use Aon to provide executive compensation consulting services in 2023. Pursuant to the terms of its retention, Aon reported directly to the Compensation Committee, which retains sole authority to select, retain, terminate, and approve the fees and other retention terms of its relationship with Aon.

During 2023, Aon assisted the Compensation Committee with the following:

	•		a review of named executive officer compensation.

	•		the evaluation of its incentive programs for 2023.

	•		the compilation of the 2023 Peer Group.

	•		in determining achievement of performance relative for performance share awards vesting in 2024 based upon Company TSR over a 3-year period as compared to the 2021 peer group.

	•		the preparation of its compensation disclosures as required under Regulation S‑K with respect to this proxy statement including this Compensation Discussion and Analysis and associated tables and disclosures included herein by reference.

The Compensation Committee evaluated Aon’s analysis and recommendations alongside other factors when making compensation decisions affecting our 2023 executive compensation.

In 2023, the Compensation Committee reviewed its relationship with Aon. Considering all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, the Compensation Committee determined that it is not aware of any conflict of interest that has been raised by the work performed by Aon.

Elements of our Compensation Program

The following table outlines the major elements of 2023 total compensation for our executives:

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 21


Compensation Element	Description and Purpose	Link to Performance	Fixed/ Performance Based	Short/Long- Term
Base Salary	Helps attract and retain executives through periodic payments of market-competitive base pay	Based on individual performance, experience, and scope of responsibility. Used to establish cash and equity incentive award opportunities.	Fixed	Short-Term
Annual Short-Term Incentives	Encourages achievement of financial performance metrics that create near‑term stockholder value	Ties the executive’s compensation directly to factors that we believe are important to the success of the Company.	Performance Based	Short-Term
		Performance metrics include loan growth and earnings per share. Loan growth is integral to the future success of the Company, while earnings per share aligns executive pay with overall Company success.
		Annual short-term incentives are paid in cash.
Long-Term Equity Incentive Awards	Aligns long-term interests of executives and stockholders while creating a retention incentive through multi-year vesting	Restricted stock awards are time‑vested over three years. Performance share awards are determined based on Company TSR over a 3-year period as compared to the custom 2023 Peer Group.	Fixed & Performance Based	Long-Term
Change in Control Agreements	Provides protection to our named executive officers in the event we are subject to a change in control.	- -	Fixed	Long-Term
Endorsement Split-Dollar Agreements	Bank-owned life insurance on Messrs. Broughton, Rushing and Foshee. Designed to provide a long‑term retention incentive for the named executives, along with generating a favorable return for the Bank.	- -	Fixed	Long-Term
Other Compensation	Dividends on restricted stock, limited perquisites and health and welfare benefits on the same basis as other employees	Dividends on restricted stock further enhance the executive’s link to stockholders by ensuring they share in the distribution of income generated from ongoing financial performance.	Fixed & Performance Based

Key Compensation Policies and Supplemental Information

Clawback Policy: In the event the Company is required to restate financial results, the Compensation Committee may adjust future compensation, cancel outstanding stock or performance-based awards, or seek recoupment of previous awards from Company officers.

Significant Executive Investment in Company Stock: Long-term stock ownership is deeply engrained in our culture, and it reflects our Board’s strong commitment to the Company’s success. For more information, see “Corporate Governance—Governance Practices—Stock Ownership of Board and Executives.”

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 22

Restrictions on Hedging or Pledging Company Stock: Executive officers and directors of the Company are not permitted to use options, contracts or other arrangements to hedge their holdings of Company stock. They also are prohibited from pledging Company stock as security for loans without approval from our Insider Trading Compliance Officer. Historically, our Insider Trading Compliance Officer has approved limited pledging arrangements in order to allow our executive officers to retain their Company stock in light of our stock’s strong market performance since our initial public offering in 2014.

Peer Group Benchmarking

For 2023 compensation determinations, the Compensation Committee (with assistance from its independent compensation consultant Aon), selected a benchmark group of publicly-traded financial institutions to use in assessing the compensation of our executive officers and directors. The peer group data is used by our Compensation Committee as information about pay levels and practices of similarly-sized financial institutions in the areas we compete for key talent. This information guides our Compensation Committee in providing a competitive level of total compensation to our executive officers while also maintaining “common sense” flexibility where necessary.

Our Compensation Committee utilized the following criteria to select a peer group for use in 2023 compensation, while also giving consideration to whether the selected peers had business models compatible with the Company’s business model:

●

Total Assets between $7.3 - $30 billion

●

Primarily located in or near states where the Bank operates

●

Generally located within metropolitan areas

●

Commercial lending focus

●

Individual consideration given for business model compatibility

Our Compensation Committee also utilized a proprietary database from Aon when making compensation determinations for our Chief Credit Officer, Mr. Abbott. The 2023 benchmark group of publicly-traded financial institutions used to set 2023 compensation (the “2023 Peer Group”) included the following companies:


Company Name	State
Bank OZK	AR
Ameris Bancorp	GA
Atlantic Union Bkshs Corp.	VA
Independent Bk Group Inc.	TX
Trustmark Corp.	MS
WesBanco, Inc.	WV
First Financial Bancorp.	OH
TowneBank	VA
International Bancshares Corp.	TX
WSFS Financial Corp.	DE
Provident Financial Services	NJ
Sandy Spring Bancorp Inc.	MD
First Busey Corp.	IL
Enterprise Financial Services	MO
First Financial Bankshares	TX
Eagle Bancorp Inc	MD
Veritex Holdings Inc.	TX
First Foundation Inc.	TX
ConnectOne Bancorp Inc.	NJ
Amerant Bancorp Inc.	FL

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 23

The 2023 Peer Group added the following company: First Foundation Inc. The 2023 Peer Group does not include the following company previously included in the 2022 Peer Group: Lakeland Bancorp.

When determining compensation for our executive officers for 2023, our Compensation Committee considered the median range of total compensation and components of compensation for the comparable roles within the 2023 Peer Group companies. As discussed above, our Compensation Committee did not seek to set compensation at specific target levels as compared to the 2023 Peer Group. Instead, our Compensation Committee used the information provided by the 2023 Peer Group to assess compensation levels and to provide a competitive level of total compensation for our executives.

Annual Base Salary

Our Compensation Committee endeavors to establish base salary levels for executives that are consistent and competitive with those provided for similarly situated executives of other similar financial institutions, taking into account each executive’s areas and level of responsibility.

Each of our named executive officers received an increase in their base salaries for 2023, effective as of their work anniversary date. The 2023 base salary increases are intended to continue the process of aligning our named executive officer salaries with those of our peers, but we note that the increases were not sufficient to bring any of these salary figures to the median of the 2023 Peer Group salary range.

Named Executive Officer	2022 Annual Base Salary		2023 Annual Base Salary			% Change
Thomas A. Broughton III, Principal Executive Officer (“PEO”)	$	700,000	$	721,000			3.0	%
Rodney E. Rushing		400,000		425,000			6.3	%
William M. Foshee, Principal Financial Officer (“PFO”)		350,000		361,000			3.1	%
Henry F. Abbott		232,000		239,000			3.0	%
Kirk Pressley		--		361,000	*

* Not meaningful.

Annual Incentive Compensation

In 2021, our Board and Compensation Committee adopted an annual incentive plan administered by the Compensation Committee. The adoption of a performance-based annual incentive plan accomplished two goals: (1) tied short-term compensation for our named executive officers to specific Company performance metrics; and (2) provided a mechanism for delivery of additional cash compensation to our named executive officers in a manner that is recognized as a best practice in the market. The annual incentive plan provides a framework for annual or short-term cash incentive award opportunities for our executive officers and key employees. Prior to or shortly after the beginning of each performance period, our Compensation Committee establishes the specific performance goals and designates each participant’s target award under the plan.

For 2023, each of our named executive officers other than Mr. Pressley was named as a participant in the annual incentive plan, with target awards approved by the Compensation Committee as follows:

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 24

Named Executive Officer	Target Award (as a % of base salary)			Target Award ($)
Thomas A. Broughton III, Principal Executive Officer (“PEO”)		105	%	$	757,050
Rodney E. Rushing		75	%		318,750
William M. Foshee, Principal Financial Officer (“PFO”)		50	%		180,500
Henry F. Abbott		50	%		119,500
Kirk Pressley		--	*		--*

* Mr. Pressley joined ServisFirst in 2023 and did not participate in the Annual Incentive Plan.

Performance Objectives

Our Compensation Committee utilized two performance objectives for the 2023 annual incentive plan: deposit growth and earnings per share. Deposit growth is an important factor for our success, particularly in the current environment of increased deposit competition, so thirty percent (30%) of the total performance objective was weighted to deposit growth. Our Compensation Committee allocated seventy percent (70%) of the annual incentive to earnings per share in order to incentivize our named executive officers to work towards results that directly benefit our stockholders in the near term. A credit quality modifier consisting of the ratio of nonperforming assets to total assets was utilized because credit quality is an important component of our success and financial performance.

The assigned weight for each performance objective for our 2023 annual incentive plan, and the threshold, target and maximum performance level for each objective are set forth in the table below, along with our 2023 actual performance:

				2023 Performance Levels
					50%			100%			150%
Performance Objective	Overall Weight			Threshold			Target			Maximum			2023 Actual
Deposit Growth		30	%		8	%		10	%		12	%		15	%
Earnings per Share		70	%	$	4.97		$	5.07		$	5.16		$	3.79

The Compensation Committee replaced loan growth, which was a performance objective during 2022, with deposit growth. The Compensation Committee believes that at the time of their establishment, the goals represented strong levels of achievable performance based on the Company’s business outlook, factors impacting the banking industry, estimated general economic conditions, and the Company’s 2023 budget.

Credit Quality Modifier and Discretionary Adjustments

The potential reduction based upon the ratio of nonperforming assets to total assets are set forth in the table below, along with the ratio actually achieved for 2023:

Credit Quality Modifier	No Adjustment	50% Reduction	75% Reduction	100% Reduction	2023 Actual
NPAs/Total Assets	<1.50%	1.50%	1.75%	2.00%	0.18%

Our Compensation Committee retains authority to make discretionary adjustments to awards under our annual incentive plan where performance or the particular business environment warrant.

Annual Incentive Plan Award Opportunities

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 25

The Compensation Committee established the annual incentive plan award opportunities for our named executive officers as a percentage of base salary. Target award opportunities were designed to provide for total cash compensation that rewards executives for successful achievement of deposit growth and earnings per share while being competitive with total cash compensation among our peers. The potential annual incentive award payments, expressed as a percentage of base salary, were as follows:

Named Executive Officer	Threshold as a % of Base Salary (%)			Threshold Incentive Payment ($)		Target as a % of Base Salary (%)			Target Incentive Payment ($)		Maximum as a % of Base Salary (%)			Maximum Incentive Payment ($)
Thomas A. Broughton		52.5	%	$	378,525		105	%	$	757,050		157.5	%	$	1,135,575
Rodney E. Rushing		37.5			159,375		75			318,750		112.5			478,125
William M. Foshee		25			90,250		50			180,500		75			270,750
Henry F. Abbott		25			59,750		50			119,500		75			179,250
Kirk Pressley*		--			--		--			--		--			--

* Mr. Pressley joined ServisFirst in 2023 and did not participate in the Annual Incentive Plan.

Threshold, target and maximum incentive payments in the chart above are based on base salaries effective at year-end 2023, and do not take into effect the Credit Quality Modifier described above.

Annual Incentive Plan Award Payouts

The payout level under our annual incentive plan in 2023, based on actual results of the two performance objectives, was 45% of the target payout level.

The Company enjoyed successful deposit growth for the year ended December 31, 2022, achieving nearly 125% of the deposit growth required to attain the maximum performance level. Accordingly, that component of our 2023 annual incentive plan was earned at the maximum level. The Company also maintained exceptional credit quality with a nonperforming assets to total assets ratio of 0.18%, significantly below the first adjustment threshold of 1.50%.

The 2023 year presented significant challenges for the banking industry that impacted earnings per share. The increase in market interest rates created increased deposit competition while also generally reducing net interest income, net interest spread and net interest margins. Additionally, bank failures in the spring of 2023 caused the Federal Deposit Insurance Corporation to make special assessments on financial institutions, including ours, which impacted earnings per share. The Company also had several non-recurring items that impacted earnings per share, including an adjustment to a privilege tax accrual and contract termination costs. As a result of these events, the actual earnings per share of $3.79 fell below the threshold of $4.97.

The Compensation Committee and Board credit our named executive officers for our results despite the challenges that 2023 presented. As a result of our results and other achievements during 2023, our Board elected to exercise its discretion to award each of our named executive officers a discretionary bonus equal to the threshold amount for the earnings per share component (with a corresponding weighting of seventy percent (70%)), equaling $264,968 for Mr. Broughton, $111,563 for Mr. Rushing, $63,175 for Mr. Foshee and $41,825 for Mr. Abbott. Mr. Pressley was given a discretionary bonus of $109,000 for his performance during the year ended December 31, 2023. The results, achievements and factors the Compensation Committee and Board considered in granting the discretionary bonuses include our named executive officers’ having navigated the challenges in the banking industry during 2023, achieving high deposit growth in a time of increased deposit competition with peers, maintaining loan balance in an increased interest rate environment, and the impact of unique items on earnings per share for the performance period. The total award amounts for 2023 were 48% lower than the total award amounts for 2022 for Mr. Broughton, and range between 27% and 45% lower for our other named executive officers when compared to 2022. The actual awards (including the discretionary bonus), award as a percentage of the target award, and award as percentage of base salary are shown in the table below.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 26

Named Executive Officer	2023 Award ($)		Award as % of Target⁽¹⁾			Award as % of Base Salary⁽¹⁾
Thomas A. Broughton	$	605,640		80.0	%		84.0	%
Rodney E. Rushing		255,000		80.0			60.0
William M. Foshee		144,400		80.0			40.0
Henry F. Abbott		95,600		80.0			40.0
Kirk Pressley*		109,000		--			--
⁽¹⁾ Percentages are rounded to the nearest tenth of a percent. * Mr. Pressley joined ServisFirst in 2023 and did not participate in the Annual Incentive Plan, but was given a discretionary bonus of $109,000 for performance during the year ended December 31, 2023.

Equity-Based Incentive Compensation

Our Compensation Committee made annual equity grants to our named executive officers in order to be competitive with market best practices, to align executives with stockholders and to address potential retention concerns. With the exception of Mr. Abbott and for 2023, Mr. Pressley, annual equity-based incentive awards are composed 50% of time-based restricted stock grants and 50% of performance-based performance shares. Mr. Abbott’s equity award consisted of a single time-based restricted stock grant and was last granted in January 2022. Mr. Pressley received a grant of 10,000 shares of time-based restricted stock upon joining the Company in June 2023.

Time-based restricted stock awards are intended to aid in retention of our named executive officers, while performance share awards reward our named executive officers for delivering total shareholder returns in the highest percentile when compared against our peer companies.

On February 21, 2023 (and June 30, 2023 for Mr. Pressley), the Board approved the Compensation Committee’s grants of time-based restricted stock and performance shares for 2023.

Named Executive Officer	Time-based Restricted Stock (#)		Fair Value of 2023 Restricted Stock Award ($)		Target Performance Shares (#)		Fair Value of 2023 Performance Shares ($)		Total Target Award Value ($)
Thomas A. Broughton III, Principal Executive Officer (“PEO”)		5,161	$	378,525		5,385	$	378,525	$	757,050
Rodney E. Rushing		1,363		100,000		1,423		100,000		200,000
William M. Foshee, Principal Financial Officer (“PFO”)		1,230		90,250		1,284		90,250		180,500
Henry F. Abbott		---		---		---		---		---
Kirk Pressley		10,000		448,800		---		---		448,800

Except for Mr. Pressley, the time-based restricted stock shown above vests one-third per year on the first three anniversaries of the grant date, provided that the executive remains employed through the applicable vesting date. For Mr. Pressley, the time-based restricted stock vests one-fifth per year on the first five anniversaries of the grant date, provided that he remains employed through the applicable vesting date The performance shares represent the opportunity to earn shares of our common stock after a three-year period, subject to the executive’s continued employment through the end of the performance period.

The number of performance shares earned is determined by reference to the Company’s TSR relative to the 2023 Peer Group over the performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”).

Depending on our TSR percent rank relative to the 2023 Peer Group, our named executive officers may earn between 0% and 150% of the Target number of performance shares set forth in the above table corresponding to the Company’s attainment of the TSR percent rank relative to the 2023 Peer Group as set forth in the table below on the last day of the Performance Period. The named executive officers will receive shares of our common stock with respect to the number of earned performance shares.

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 27

Performance Level	Company Percent Rank Relative to 2022 Peer Group	Number of Performance Shares Earned
Threshold	35^th Percentile	50% of Target
Target	50^th Percentile	100% of Target
Maximum	75^th Percentile	150% of Target

The percentage of performance shares earned if our TSR Percent Rank Relative to the 2023 Peer Group is between Threshold and Target or between Target and Maximum shall be determined by linear interpolation. Notwithstanding the foregoing, if our TSR at the end of the Performance Period is negative, then the maximum number of performance shares that can be earned is the Target number of performance shares, regardless of how our TSR compares to the 2023 Peer Group at the end of the Performance Period. This mechanism is intended to prevent our named executive officers from receiving more than the Target number of performance shares if our TSR at the end of the Performance Period is negative, even if such TSR exceeds 50% of our 2023 Peer Group.

2022 Performance Share Award Performance

Our 2022 performance share awards to our named executive officers remain outstanding. The number of performance shares earned will be determined by reference to the Company’s TSR relative to the 2022 Peer Group over the performance period commencing on January 1, 2022 and ending on December 31, 2024 (the “2022 Performance Period”).

Depending on our TSR percent rank relative to the 2022 Peer Group, our named executive officers may earn between 0% and 150% of the Target number of performance shares set forth in the above table corresponding to the Company’s attainment of the TSR percent rank relative to the 2022 Peer Group on the last day of the 2022 Performance Period. As of December 31, 2023, the Company’s TSR percent rank relative to the 2022 Peer Group equaled the 35^th percentile, which, if maintained as of the end of the 2022 Performance Period, would entitle our named executive officers to 50% of the Target 2022 performance shares awarded.

Our Stock Incentive Plan allows for the accelerated vesting of equity awards in the event of a change in control. In general, under this Plan a “change in control” means a reorganization, merger or consolidation of the Company or the Bank with or into another entity where our stockholders before the transaction own less than 50% of our combined voting power after the transaction, a sale of all or substantially all of our assets or a purchase of more than 50% of the combined voting power of our outstanding capital stock in a single transaction or a series of related transactions by one “person” (as that term is used in Section 13(d) of the Exchange Act) or more than one person acting in concert.

The 2022 benchmark peer group used to determine 2022 performance share awards and assess the Company’s TSR performance is the same 2022 Peer Group previously identified.

2021 Performance Share Award Performance

In January 2024, our Compensation Committee reviewed the achievement levels of the 2021 performance share awards with the assistance of our compensation consultant. The number of performance shares earned were determined by reference to the Company’s TSR relative to the 2021 peer group over the performance period commencing on January 1, 2021 and ending on December 31, 2023 (the “2021 Performance Period”). Depending on our TSR percent rank relative to the 2021 Peer Group, our named executive officers could have earn between 0% and 150% of the Target number of performance shares awarded to them. The Compensation Committee, with the assistance of our compensation consultant, determined that the 2021 performance shares were awarded at the maximum level based upon a relative TSR rank of one, and awarded Mr. Broughton 12,399 performance shares, Mr. Rushing 3,280 shares and Mr. Foshee 2,974 performance shares.

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Change in Compensation Structure for 2024

Annual Base Salary. Our compensation consultant prepared a revised compensation study in February 2024. Our Compensation Committee, following a review of such compensation study, approved base salary increases for each of our named executive officers, effective as of their work anniversary date. The base salaries of our named executive officers remain below peer group median and the increases below are intended to align the salaries of our named executives with competitive market levels.

Named Executive Officer	2023 Annual Base Salary		2024 Annual Base Salary		% Change
Thomas A. Broughton III, Principal Executive Officer (“PEO”)	$	721,000	$	746,000		3.5	%
Rodney E. Rushing		425,000		475,000		11.8	%
William M. Foshee, former Principal Financial Officer (“PFO”)(1)		361,000		--		--
Henry F. Abbott		239,000		247,000		3.3	%
Kirk Pressley		361,000		374,000		3.6	%

⁽¹⁾	Mr. Foshee retired from the position of Chief Financial Officer on February 29, 2024.

Severance and Change in Control

As of February 25, 2021, we entered into Change in Control Agreements with each of our named executive officers based upon our determined that financial institutions in the markets in which we operate routinely enter into change in control agreements with their executives. Each of these agreements provides the officer with certain employment protections for a two-year period following a change in control of the Company (the “Protected Period”). The Change in Control Agreements are “double-trigger” agreements, meaning that an executive’s employment must be terminated during the Protected Period in order to receive benefits under the agreement. If the officer’s employment is terminated during the Protected Period without Cause or by the officer with Good Reason (as those terms are defined in the Change in Control Agreements), the officer would be entitled to receive, among other benefits: (1) a cash severance payment equal to a specific multiple (2.99x for Mr. Broughton, 2x for each of Messrs. Foshee and Rushing, and 1.5x for Mr. Abbott) of the sum of (a) the officer’s base salary at the time of termination, and (b) the average cash bonus paid to the officer over the prior three years; and (2) a pro-rata bonus for the fiscal year in which the termination occurs. Each of the named executive officers would also be entitled to receive a lump sum cash payment equal to 18 months’ worth of COBRA premiums, based on the officer’s then-current coverage elections. In addition, certain pre-change in control terminations will be deemed to constitute change in control terminations if such terminations occur at the request or direction of a person who has entered into an agreement which would constitute a change in control upon consummation, or in connection with or anticipation of a change in control transaction with such person, subject to certain conditions. See “Executive Compensation — Potential Payments Upon Termination or Change in Control” for more information.

As a condition to receipt of any of the payments or benefits described herein, each named executive officer would be required to execute a standard separation and release agreement containing a release of all claims, if any, against the Company within a 45-day period following the officer’s termination date. Each named executive officer would also be subject to certain confidentiality, non-competition and non-solicitation obligations and receipt of payments and benefits would be subject to the officer’s continued compliance with such obligations. Our officers agree to maintain the confidentiality of our confidential information. For a period of six months following such officer’s termination date, each of our officers has agreed to not engage in similar activities within a sixty (60) mile radius of any Company office, and has further agreed to not solicit any Company employees or customers for a period of one year following such officer’s termination date.

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Our officers would not be entitled to any tax gross-ups for excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. However, our officers are entitled to receive the “best net” treatment, which means that if the total of all change in control payments due such officer exceeds the threshold that would trigger the imposition of excise taxes, the officer will either (1) receive all payments and benefits due and the officer will be responsible for paying all such taxes or (2) have such payments and benefits reduced such that imposition of the excise tax is no longer triggered, depending on which method provides the officer with the better after-tax result.

Each Change in Control Agreement has an initial term of five (5) years from execution through December 31, 2025, but is subject to additional five year “evergreen” renewal periods unless we provide written notice to the officer by June 30 of the final year in the then current term.

Compensation Committee Report

The Compensation Committee of the Board of Directors of ServisFirst Bancshares, Inc. has reviewed and discussed the Compensation Discussion and Analysis for the Company for the year ended December 31, 2023 with management. In reliance on the reviews and discussions with management, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in the required Company filings with the SEC, including the Proxy Statement for the 2024 Annual Meeting of Stockholders.

The Compensation Committee Report shall not be deemed incorporated by reference in any document previously or subsequently filed with the SEC that incorporates by reference all or any portion of this Proxy Statement.

Submitted by the Compensation Committee:

Hatton C.V. Smith, Chairman

J. Richard Cashio
James J. Filler

Christopher J. Mettler

SERVISFIRST BANCSHARES, INC. - Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 30

Summary Compensation Table

The following table sets forth the aggregate compensation paid by us or the Bank to our named executive officers:

Name and Principal Position Held	Year	Salary	Bonus ⁽¹⁾	Stock Awards ⁽²⁾	Option Awards	Non-Equity Incentive Plan Comp ⁽³⁾	Change in Pension Value and Non- Qualified Deferred Compensation Earnings	All Other Compensation⁽⁴⁾		Total
		($)	($)	($)	($)	($)	($)	($)		($)
Thomas A. Broughton III	2023	721,000	264,968	757,050	-	340,673	-	56,297	⁽⁴⁾	2,139,984
President and Chief	2022	700,000	67,500	691,000	-	1,102,500	-	51,554	⁽⁴⁾	2,612,554
Executive Officer	2021	675,000	100,000	660,699	-	1,063,125	-	47,678	⁽⁴⁾	2,546,502

Rodney E. Rushing	2023	425,000	111,563	200,000	-	143,438	-	39,277		919,278
EVP and Chief	2022	400,000	50,000	188,151	-	300,000	-	35,975		974,126
Operating Officer	2021	364,477	-	174,785	-	281,250	-	33,896		864,931

William M. Foshee	2023	361,000	63,175	180,500	-	81,225	-	40,731		726,631
Former EVP and Chief	2022	350,000	500	164,592	-	262,500	-	36,511		814,103
Financial Officer	2021	336,667	-	158,481	-	255,000

SEC Form DEF 14A filed by ServisFirst Bancshares Inc.