Enterprise Financial Services (EFSC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 7, 2025, with shareholders able to vote electronically or by proxy.

• Four key proposals are up for vote: election of 11 directors, ratification of Deloitte & Touche LLP as auditor, amendment to the 2018 Stock Incentive Plan, and advisory approval of executive compensation.

• The Board recommends voting FOR all proposals and has set March 13, 2025, as the record date for voting eligibility.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, ratifying Deloitte & Touche LLP as auditor, amending the 2018 Stock Incentive Plan to add 700,000 shares, and approving executive compensation on an advisory basis.

• All proposals require a majority of votes cast, except director elections, which are by plurality with a majority voting policy in place.

• No shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

• Board size will be reduced from 15 to 11 directors at the meeting; all nominees except the CEO are independent under Nasdaq rules.

• The Board emphasizes diversity, with 40% of members being female or from underrepresented minorities.

• The Board is led by an independent Chairperson and met six times in 2024, with all directors attending at least 75% of meetings.

• Four directors are not standing for re-election in 2025.