PRIMIS FINANCIAL CORP (FRST)
Sector: Financials
2026 Annual Meeting Analysis
PRIMIS FINANCIAL CORP · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2017 with strong business and construction expertise; stock performance over 3 years outpaces QABA (the community bank benchmark) by +5.8pp, well below the 65pp threshold required to trigger a no vote; no overboarding, attendance, or independence concerns noted.
Director since 2017 with legal, corporate governance, and banking regulatory experience; TSR outperformance vs. QABA does not trigger any concern; no attendance, overboarding, or independence issues identified.
Director since October 2020 with deep technology, cybersecurity, and risk management expertise relevant to modern banking; TSR trigger does not apply; no independence, attendance, or overboarding concerns.
Long-tenured director since 2017 with local real estate and business experience; stock outperforms QABA benchmark over 3 years, so no TSR concern; no attendance, independence, or overboarding issues.
Director since June 2021 with community business and healthcare leadership background; the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Director since June 2021 with over 40 years of banking industry experience and designated audit committee financial expert; TSR trigger does not apply; serves on other bank boards but no overboarding threshold exceeded.
Director since 2017 with extensive local real estate and entrepreneurial experience; TSR trigger does not apply; one late Form 4 filing noted but this is a minor administrative issue, not a governance disqualifier.
New nominee with over 38 years of banking experience including regional bank leadership roles; as a new nominee with no prior board tenure at this company, the TSR trigger does not apply; also serves on First Bank (FRBA) board, which does not trigger overboarding.
New nominee with capital markets, investment management, and financial services expertise; as a new nominee, the TSR trigger does not apply; no overboarding, attendance, or independence concerns.
CEO and director since February 2020 with deep banking executive experience; the company's 3-year stock return outpaces QABA (the community bank benchmark) by +5.8pp, well below the 65pp threshold required to trigger a no vote for executive directors; no independent governance concerns raised.
All ten director nominees receive a FOR vote. The company's 3-year stock return of +65.2% outperforms QABA — the First Trust NASDAQ ABA Community Bank Index used as the community bank benchmark — by +5.8 percentage points, which is far below the 65pp underperformance threshold required to trigger any director no votes. No directors are overboarded, no attendance problems were disclosed, all independent directors are appropriately classified, and the two new nominees (Gamble and Saunders) bring relevant banking and financial expertise to the board.
Say on Pay
✓ FORCEO
Dennis J. Zember, Jr.
Total Comp
$2,185,079
Prior Support
96%%
The CEO's total compensation of $2,185,079 is reasonable for the chief executive of a community bank with approximately $343 million in market cap, and the program's structure is sound: 70% of equity awards are performance-based (tied to return on assets, deposit growth, and total shareholder return vs. peers over 3 years), with the remaining 30% vesting ratably over three years. The prior year's say-on-pay vote received overwhelming 96% support, reflecting broad shareholder satisfaction. The company has a formal clawback policy compliant with NASDAQ and SEC rules, and pay-for-performance alignment is supported by the company's strong 1-year stock return of +64.2% and 3-year return of +65.2%, both of which meaningfully exceed QABA — the community bank benchmark — over the same periods.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
2 yrs
Audit Fees
$1,501,160
Non-Audit Fees
$55,650
Crowe LLP was only appointed in late 2024, so its tenure is approximately 2 years — far below the 25-year threshold that would raise independence concerns. The non-audit fees of $55,650 represent only about 3.7% of Crowe's audit fees of $1,501,160, well below the 50% threshold that would raise independence concerns. Crowe is a large national firm appropriate for a company of this size. No material restatement attributable to audit failure has been identified.
Overall Assessment
Primis Financial Corp.'s 2026 annual meeting presents a straightforward ballot: all ten director nominees earn FOR votes supported by strong 3-year stock outperformance versus QABA (the First Trust NASDAQ ABA Community Bank Index), the newly appointed auditor Crowe LLP clears all independence and fee tests, and the executive compensation program earns a FOR vote given its performance-linked structure, reasonable CEO pay level, and the company's strong stock performance relative to the community bank benchmark. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing