First Guaranty Bancshares (FGBI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, to elect directors, approve executive compensation, and ratify the external auditor.

• Shareholders can attend in person or virtually, with voting rights based on record date of March 24, 2025.

• Proxy materials, annual report, and Form 10-K are available online.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, an advisory resolution on executive compensation, and ratification of the independent auditor.

• Shareholder proposals for the 2026 meeting must be submitted by December 19, 2025.

• Proxy card allows voting for, against, or abstaining on each proposal.

Board of directors and corporate governance

• Board consists of seven nominees with diverse backgrounds in business, banking, and accounting.

• Board leadership is separated between the Chairman and CEO for independence.

• All directors except one are independent per Nasdaq rules.

• Three standing committees: Audit, Nominating and Corporate Governance, and Compensation.

• Board and committee meeting attendance exceeded 75% for all directors.

• Shareholders can communicate directly with the Board.