Here’s a clear, beginner-friendly summary of Primis Financial Corp.’s 2026 proxy statement.

🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Primis Financial Corp. It’s like an invitation and agenda for the company’s 2026 Annual Meeting of Stockholders, scheduled for May 21, 2026. It outlines what shareholders will vote on and provides key information to help them decide.

🏢 What The Company Does

👉 In simple terms, Primis Financial Corp. is the bank holding company for Primis Bank. They operate as a community bank, providing traditional banking services like loans, deposits, and mortgages, primarily in Virginia and surrounding areas.

📅 The Big Vote: Meeting Agenda

Shareholders will vote on three main proposals:

Elect 10 Directors to the Board for one-year terms.
Ratify the appointment of Crowe LLP as the independent accounting firm for 2026.
Advisory (non-binding) vote to approve executive compensation (“Say-on-Pay”).

👥 Meet the Board Nominees

The Board recommends voting FOR all 10 nominees. Key highlights:

Leadership Change: John F. Biagas is the new Chairman, and W. Rand Cook is the new Vice-Chairman, effective March 2025.
New Faces: Scott R. Gamble (from Patriot Financial Partners) and J. Brock Saunders (from Mattock Capital) are new nominees.
CEO: Dennis J. Zember Jr. is the only non-independent director due to his role as President & CEO.
Expertise: The board includes a mix of skills in banking, law, technology (Deborah B. Diaz, former NASA CTO), real estate, and investment (John M. Eggemeyer, founder of Castle Creek Capital).

💰 Executive Compensation

The company’s philosophy is to pay for performance and align executive pay with shareholder interests.

Structure: Pay is a mix of base salary, annual cash bonuses, and long-term equity incentives (stock awards).
Performance Link: A significant portion of compensation is “at-risk,” meaning it depends on hitting company goals. For 2025, the Compensation Committee used metrics like Earnings Per Share (EPS) and Return on Tangible Equity (ROTE).
CEO Pay Ratio: The annual total compensation for the CEO was $1,431,210. The median employee’s annual total compensation was $72,162, making the CEO-to-median-employee pay ratio approximately 20:1.

🌍 Community & Social Responsibility

Primis highlights its community-focused efforts:

Primis Works: Its flagship program, an internship empowering single mothers with paid training, benefits, and mentorship. It has graduated 26 women since 2021.
Giving: Employees volunteered ~3,200 hours in 2025 and the company donated over $140,000 to local initiatives.
Financial Education: Programs like the “Sheflett Memorial STEM Challenge” and Elder Financial Exploitation Prevention education.

📦 Governance & Board Details

Board Committees: The Board has four key committees: Audit, Corporate Governance, Compensation, and Enterprise Risk.
Meetings: The Board held 13 meetings in 2025, and all directors attended at least 75% of meetings.
Director Pay: Non-employee directors earned between $45,800 and $102,700 in 2025 for their service.
Stock Ownership: Directors are required to own company stock worth at least 100% of their average annual board compensation.

⚖️ Legal & Policy Highlights

Insider Trading Policy: Strict rules prohibit directors and officers from hedging, short-selling, or pledging company stock as collateral.
Code of Ethics: A code applies to all directors, officers, and employees, focusing on ethical conduct and compliance.
Contact for Shareholders: Written communications can be sent to the Board via the Corporate Secretary, Cheryl Wood, at 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060.

🔮 What This Signals

This document shows a stable, locally-focused community bank with a strong emphasis on governance and social responsibility. The board refreshment with financial experts suggests a focus on strategic growth. The compensation plan is designed to retain talent and drive performance aligned with shareholder returns.

⚖️ Big Picture

👍 Strengths: Active community involvement, a clear compensation philosophy, board with diverse expertise, and a structured governance framework. ⚠️ Risks: Like all banks, Primis faces risks from interest rate changes, economic downturns, and competition. The advisory vote on pay is non-binding, so management isn’t forced to act on it.

🧠 The Analogy

Think of this proxy statement as the annual report card and plan for a family-owned business—the shareholders. It introduces the “team captains” (the Board), explains how the “managers” (executives) are paid for hitting goals, and details the community projects the business supports, all while asking for the family’s approval to keep running things the same way.

🧩 Final Takeaway

This is Primis Bank’s annual shareholder meeting playbook. It’s less about radical change and more about continuity, accountability, and community. Shareholders are asked to endorse the current board, leadership, and compensation philosophy, which are all framed around long-term, responsible growth.

Primis Financial Corp. — DEF 14A Filing