Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, under supervision and with the participation of the Chief Executive Officer (Principal Executive Officer) and the Interim Chief Financial Officer (Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon that evaluation of these disclosure controls and procedures, the Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Principal Financial Officer), concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management ’ s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
All internal controls systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements in the Company’s financial statements, including the possibility of circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2024, management assessed the effectiveness of our internal control over financial reporting based on criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2024, based on those criteria.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by Forvis Mazars, LLP, an independent registered public accounting firm, as stated in their report herein — “Report of Independent Registered Public Accounting Firm.”
ITEM 9B. OTHER INFORMATION.
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not Applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by Paragraphs (a) and (c) through (g) of Item 401 of Regulation S-K, Item 405 of Regulation S-K and Item 408(b) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2025 Annual Meeting of Stockholders (the “Proxy Statement”). Information regarding the Company’s executive officers is provided in Part I, Item 1 of this Form 10-K.
101
Code of Ethics
Our Board of Directors has adopted a Code of Ethics named our Code of Business Conduct and Ethics Policy (“Code of Ethics”) that applies to all of our employees, officers and directors. The Code of 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 Ethics. A copy of the Code of Ethics is available on our website at www.servisfirstbank.com. We will disclose any amendments or waivers, including implicit waivers, of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website.
Corporate Governance
The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is hereby incorporated by reference from our Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
We respond to this Item by incorporating by reference the material responsive to this Item in our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
We respond to this Item by incorporating by reference the material responsive to this Item in our Proxy Statement.
Equity Compensation Plan Information
The following table sets forth certain information as of December 31, 2024 relating to stock options, restricted stock and performance shares granted under our 2009 Amended and Restated Stock Incentive Plan and other options or restricted shares issued outside of such plans, if any:
Plan Category
Number of Securities To Be Issued Upon Exercise of Outstanding Awards (1)
Weighted-average Exercise Price of Outstanding Options (2)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders
256,652
$
26.03
2,966,997
Equity Compensation Plans Not Approved by Security Holders
-
-
-
Total
256,652
$
26.03
2,966,997
(1)
Includes 80,450 shares related to stock options, 145,837 shares related to non-vested restricted stock and 30,365 shares related to performance shares (assuming attainment of the maximum payout rate as set forth by the performance criteria).
(2)
Excludes restricted shares and performance shares which are exercised for no consideration.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2025 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2025 Annual Meeting of Stockholders.
The Independent Registered Public Accounting Firm is Forvis Mazars, LLP (PCAOB Firm ID NO. 686 ) located in Tampa, Florida .
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
The following statements are filed as a part of this Annual Report on Form 10-K
Page
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
61
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
63
Consolidated Balance Sheets at December 31, 2024 and 2023
64
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022
65
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
66
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024, 2023 and 2022
67
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
68
Notes to Consolidated Financial Statements
69
(b)
All applicable financial statement schedules required under Regulation S-X have been included in the Notes to the Consolidated Financial Statements.
(c)
The following exhibits are furnished with this Annual Report on Form 10-K
EXHIBIT NO.
NAME OF EXHIBIT
3.1
Restated Certificate of Incorporation as amended (incorporated by reference to Exhibit 3.02 to the Company's Quarterly Report on Form 10-Q, filed July 29, 2022).
3.2
Certificate of Elimination of the Senior-Non Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A, filed on June 28, 2016).
3.3
Bylaws (Restated for SEC filing purposes only) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 4, 2014).
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, filed on March 28, 2008).
4.2
Revised Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 15, 2008).
4.3
Description of Capital Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed on February 25, 2020).
4.4
Form of Indenture for Senior Debt Securities (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3, filed on August 5, 2024)
4.5
Form of Indenture for Subordinated Debt Securities (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-3, filed on August 5, 2024).
10.1#
2009 Amended and Restated Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 18, 2014).
103
10.2
Note Purchase Agreement, dated November 8, 2017, between ServisFirst Bancshares, Inc. and certain accredited investors (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 9, 2017).
10.3
Note Purchase Agreement, dated October 21, 2020, between ServisFirst Bancshares, Inc. and certain accredited investors (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 22, 2020).
10.4#
First Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 1, 2016).
10.5#
Form of Nonqualified Stock Option Award pursuant to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed November 1, 2016).
10.6#
Form of Restricted Stock Award Agreement pursuant to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8, filed June 17, 2014).
10.7#
Second Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed September 17, 2018).
10.8#
Third Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed April 30, 2019).
10.9#
Form of Nonqualified Stock Option Award (Revised 2019)(incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed April 30, 2019).
10.10#
Form of Restricted Stock Award Agreement (Revised 2019)(incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed April 30, 2019).
10.11#
Endorsement Split-Dollar Agreement with Thomas A. Broughton III dated November 9, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 13, 2020.
10.12#
Endorsement Split-Dollar Agreement with William M. Foshee dated November 9, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 13, 2020.
104
10.13#
Endorsement Split-Dollar Agreement with Rodney E. Rushing dated November 9, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 13, 2020.
10.14#
Form of Executive Officer Change in Control Agreement (filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated February 25, 2021).
10.15#
ServisFirst Bancshares, Inc. Annual Incentive Plan, effective January 1, 2021 (filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated January 25, 2021)
10.16#
Form of ServisFirst Bancshares, Inc. 2021 Performance Share Award Agreement (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed April 29, 2021).
10.17#
Form of ServisFirst Bancshares, Inc. 2021 Restricted Stock Award Agreement (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed April 29, 2021).
10.18#
Separation Agreement, Dated October 31, 2024 by among ServisFirst Bancshares, Inc., ServisFirst Bank and Kirk Pressley (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on November 6, 2024).
19.1*^
ServisFirst BancShares, Inc. Insider Trading Compliance Program.
21.1*
List of Subsidiaries.
97.1
Clawback Policy (incorporated by reference to Exhibit 97.0 to the Company's Annual Report on Form 10-K, filed on March 1, 2024).
23.1*
Consent of Forvis Mazars, LLP
24.1*
Power of Attorney
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Schema Documents
101.CAL*
Inline XBRL Calculation Linkbase Document
101.LAB*
Inline XBRL Label Linkbase Document
101.PRE*
Inline XBRL Presentation Linkbase Document
101.DEF*
Inline XBRL Definition Linkbase Document
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
# Denotes management contract or compensatory plan or arrangement
^ Certain exhibits have been omitted pursuant to Item 601(b)(5) of Regulation S-K. We will furnish the omitted exhibits to the SEC upon request
105
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SERVISFIRST BANCSHARES, INC.
By:
/s/ Thomas A. Broughton, III
Thomas A. Broughton, III
President and Chief Executive Officer
Dated: March 3, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ Thomas A. Broughton, III
Chairman, President, Chief
March 3, 2025
Thomas A. Broughton, III
Executive Officer and Director
(Principal Executive Officer)
/s/ Edison K. Woodie, III
Interim Chief Financial Officer
March 3, 2025
Edison K. Woodie, III
(Principal Financial Officer and
Principal Accounting Officer)
*
Director
March 3, 2025
Irma L. Tuder
*
Director
March 3, 2025
Betsy B. Holloway
*
Director
March 3, 2025
James J. Filler
*
Director
March 3, 2025
Joseph R. Cashio
*
Director
March 3, 2025
Hatton C. V. Smith
*
Director
March 3, 2025
Christopher J. Mettler
* The undersigned, acting pursuant to a Power of Attorney, has signed this Annual Report on Form 10-K for and on behalf of the persons indicated above as such persons’ true and lawful attorney-in-fact and in their names, places and stated, in the capacities indicated above and on the date indicated below.
/s/ Edison K. Woodie, III
Edison K. Woodie, III
Attorney-in-Fact
March 3, 2025
106