Origin Bancorp (OBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, to elect 11 directors, approve executive compensation on an advisory basis, and ratify the appointment of Forvis Mazars, LLP as independent auditor for 2025.

• Board size reduced from 16 to 11 directors to align with governance best practices; five directors not standing for reelection.

• Proxy materials distributed electronically to reduce environmental impact and costs; shareholders can vote online, by phone, mail, or in person.

• Shareholders of record as of March 4, 2025, are eligible to vote; 31,244,006 shares outstanding.

Voting matters and shareholder proposals

• Proposals include election of 11 directors, advisory vote on executive compensation (Say-on-Pay), and ratification of Forvis Mazars, LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 annual meeting by November 13, 2025.

Board of directors and corporate governance

• Board leadership combines CEO and Chairman roles, with a strong Lead Independent Director.

• 10 of 11 anticipated directors are independent; board diversity reflects the communities served.

• Five standing committees: Audit, Compensation, Finance, Nominating and Corporate Governance, and Risk.

• Directors receive orientation, ongoing education, and participate in annual self-assessments.