ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
Sector: Financials
2026 Annual Meeting Analysis
ENTERPRISE FINANCIAL SERVICES CORP · Meeting: May 13, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Anderson joined the board in August 2025, well within the 24-month new-director exemption, so no TSR trigger applies; he brings 38 years of banking experience including senior executive roles at Fifth Third Bancorp and Comerica.
No TSR trigger applies — EFSC's 3-year return of 27.1% is strong positive and the gap versus the peer median is only -5.8pp, far below the 65pp threshold; Andrich has extensive banking and CFO experience and serves on the audit committee.
No TSR trigger applies given the wide threshold; DeCola has served since 2007 and received a board-approved retirement waiver; he brings deep executive management experience and serves as independent Board Chairperson.
Finn joined in 2024, within the 24-month new-director exemption, so no TSR trigger applies; he brings over 35 years of risk management and regulatory expertise from roles as Chief Risk Officer and senior OCC regulator.
No TSR trigger applies — the 3-year peer underperformance gap of -5.8pp is far below the 65pp threshold required for a strong-positive TSR company; Holmes has broad senior management experience and chairs the compensation committee.
No TSR trigger applies; Kent is a former PwC partner with over 35 years of auditing experience and chairs the audit committee, satisfying financial expertise requirements.
No TSR trigger applies — EFSC's 3-year return of 27.1% is strong positive and peer underperformance of -5.8pp is far below the 65pp threshold; Lally is the CEO-director with deep institutional knowledge of the company.
No TSR trigger applies given the wide threshold; Manjarrez joined in 2022 and brings strategic communications and public affairs expertise from her role as Chief Communications Officer at Centene Corporation.
No TSR trigger applies; Marsh has decades of senior banking leadership experience including as President of Enterprise Bank & Trust and brings deep credit management and regulatory compliance expertise.
No TSR trigger applies — the -5.8pp 3-year peer gap is far below the 65pp threshold; Sanborn joined in 2020 following the acquisition of Seacoast Commerce Bank and brings community banking leadership experience.
No TSR trigger applies; Van Trease has served since 2005 and brings extensive executive management experience plus financial expertise as a non-practicing CPA who chairs audit committees at multiple organizations.
No TSR trigger applies; Young joined in 2022 and brings deep information technology and cybersecurity expertise from her role as CIO of Peabody Energy, relevant experience for a growing financial institution.
All 12 director nominees receive a FOR vote. EFSC's 3-year total shareholder return of +27.1% is in the strong-positive tier, meaning the peer underperformance threshold is 65 percentage points — the actual gap versus the compensation peer median is only -5.8pp, far below that trigger. No directors are overboarded, no attendance issues are disclosed (all directors attended at least 75% of meetings), the proxy discloses no family relationships between directors and executives, all independent directors are properly classified, and audit committee members have appropriate financial expertise. Lars Anderson and Michael Finn joined within the past 24 months and are exempt from the TSR trigger in any event.
Say on Pay
✓ FORCEO
James B. Lally
Total Comp
$3,620,031
Prior Support
79%%
CEO James Lally received total compensation of $3,620,031 in 2025, which is reasonable for a CEO of a $2 billion community bank holding company. The pay structure is well-designed: 73% of the CEO's total pay is variable or at-risk (well above the 50-60% policy minimum), with long-term equity awards tied to measurable three-year performance goals including relative total shareholder return and earnings per share. The prior year Say on Pay vote came in at 79% — above the 70% threshold that would require a No vote — and the company demonstrated genuine responsiveness by conducting stockholder outreach and announcing a concrete change for 2026 (replacing the duplicative EPS metric in the long-term plan with a relative return-on-assets metric). The company also maintains a clawback policy and stock ownership guidelines, and the 2025 long-term incentive payout of 74% of target reflects real performance sensitivity in the plan.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,268,250
Non-Audit Fees
$354,254
Non-audit fees (audit-related fees of $74,000 plus tax fees of $280,254 totaling $354,254) represent approximately 28% of core audit fees of $1,268,250, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Deloitte is a Big 4 firm appropriate for a $2 billion market cap bank; no material restatements are disclosed.
Overall Assessment
The 2026 Enterprise Financial Services Corp annual meeting presents three standard proposals with no stockholder-submitted proposals. All 12 director nominees, auditor ratification of Deloitte & Touche LLP, and the Say on Pay advisory vote all receive FOR determinations — the company's strong positive 3-year stock return, reasonable pay structure with genuine performance linkage, and appropriate auditor fee profile clear all policy screens without triggering any negative flags.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing