Carter Bankshares (CARE) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 27, 2026, to elect 11 directors, approve executive compensation in an advisory vote, and ratify Crowe LLP as independent auditors for 2026.

• Shareholders of record as of March 25, 2026, are entitled to vote; 22,159,980 shares are outstanding.

• Proxy materials are available electronically, and voting can be done online, by phone, mail, or in person.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, an advisory say-on-pay for executive compensation, and ratification of Crowe LLP as auditors.

• Shareholder proposals for the 2027 meeting must be submitted between January 27 and February 26, 2027.

• No other business is currently anticipated at the meeting.

Board of directors and corporate governance

• The board consists of 11 nominees, with a mix of business, legal, financial, and risk management expertise.

• Majority of directors are independent; board leadership is separated between Chairman and CEO.

• Board committees include Audit, Nominating & Compensation, Credit Risk, Investment/Interest Rate Risk, and Enterprise Risk Management.

• Board diversity: 27% female, average independent director age is 63, average tenure is 6 years.