Origin Bancorp (OBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 22, 2026, with voting on five key proposals, including director elections, incentive plan approval, executive compensation, voting frequency on compensation, and auditor ratification.

• Proxy materials are distributed electronically to reduce environmental impact and costs, with options for shareholders to request paper copies.

• Shareholders of record as of March 3, 2026, are eligible to vote, with 30,981,298 shares outstanding.

Voting matters and shareholder proposals

• Election of ten directors for a one-year term.

• Approval of the Amended and Restated Omnibus Incentive Plan, increasing share reserve by 1,000,000 shares.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of such votes, with board recommending annual votes.

• Ratification of Forvis Mazars, LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of ten directors, majority independent, with diverse backgrounds in banking, law, education, and business.

• Board diversity matrix reflects gender and racial diversity.

• Board leadership structure includes a combined CEO/Chairman role and a Lead Independent Director.

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

• Annual board and committee self-assessments and director education programs.