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PROPOSAL 1: ELECTION OF DIRECTORS
1 Voting by Proxy:		IT IS IMPORTANT THAT YOU SUBMIT VOTING INSTRUCTIONS BY TELEPHONE OR BY INTERNET OR, IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, BY RETURNING YOUR PROXY CARD. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE BY TELEPHONE OR BY INTERNET, SUBMIT VOTING INSTRUCTIONS OR SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE. STOCKHOLDERS OF RECORD WHO VOTE OVER THE TELEPHONE OR THE INTERNET, SUBMIT VOTING INSTRUCTIONS OR EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE ANNUAL MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.

Birmingham, Alabama
March 6, 2023

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SUMMARY

This summary information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read this entire Proxy Statement carefully before voting.

ANNUAL MEETING

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Throughout this Proxy Statement, unless the context indicates otherwise, when we use the terms “the company,the “Company,” “we,” “our” or “us,” we are referring to ServisFirst Bancshares, Inc. and its wholly-owned subsidiary, ServisFirst Bank (which we refer to as the “bank”“Bank”). When we use the term “Annual Meeting,” we intend to include both the Annual Meeting to be held on the date and at the time and place identified above and any adjournment or postponement of such Annual Meeting.

Agenda and Voting Recommendations

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1	Proposal 1: Election of Directors The board of directors unanimously recommends a vote FOR each director nominee. The six director nominees presented in this proposal are recommended for election to the board of directors. Additional information about each director and his or her qualifications may be found on page 3.

Committee Memberships

Name

Age

Director Since

Primary Occupation

Independent

AC

CC

CGNC

Thomas A. Broughton III

67

2007

Chairman, President and Chief Executive Officer of ServisFirst Bancshares, Inc. and ServisFirst Bank

J. Richard Cashio

65

2007

Retired Chief Executive Officer of TASSCO, LLC

✓

James J. Filler

79

2007

Retired Chief Executive Officer of Jefferson Iron & Metal Brokerage, Inc.

✓

Christopher J. Mettler

47

2019

Founder and President of Sovereign Co.

✓

Hatton C. V. Smith

72

2007

Retired Chief Executive Officer of Royal Cup Coffee; Chief Executive Officer of Back Forty Beer Company

✓

Irma L. Tuder

61

2018

Manager of Tuder Investments, LLC

✓

AC: Audit Committee CC: Compensation Committee CGNC: Corporate Governance & Nominations Committee

Committee Chair       Committee Member        Financial Expert

2

Proposal 2: Advisory Vote on Executive Compensation

3

Proposal 3: Advisory Vote on the Frequency of Future "Say on Pay" Votes

The board of directors unanimously recommends a vote FOR the resolution.		The board of directors unanimously recommends a vote FOR the resolution.
Additional information about executive compensation may be found on page 18.		Additional information about say on pay votes may be found on page 40.

4	Proposal 4: Ratify Appointment of the Independent Registered Public Accounting Firm

The board of directors unanimously recommends a vote FOR the resolution.

Additional information about the amendment may be found on page 40.

5	Proposal 5: Approve an Amendment to the Restated Certificate of Incorporation

The board of directors unanimously recommends a vote FOR the resolution.

Additional information about the amendment may be found on page 42.

Voting Your Shares

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It is important that your shares be voted at the Annual Meeting. Please vote your proxy in advance of the Annual Meeting to ensure your shares will be represented. You can vote your shares:

•

By going to the website www.investorvote.com/SFBS and following the instructions for Internet voting on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail. You will need the 15-digit control number printed therein. You may also access instructions for telephone voting on the website.

•

By using your mobile device to scan the QR barcode on your proxy card or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.

•

If you received a printed copy of the proxy materials, by completing and mailing your proxy card in the prepaid return envelope, or if you reside in the United States or Canada, by dialing 1-800-652-8683 and following the instructions for telephone voting provided by the recorded message at that number. You will need your 15-digit control number printed on your proxy card.

You may vote in person during the Annual Meeting; however, if a broker, bank or other nominee holds your shares, you will need to request a legal proxy from your broker, bank or nominee and bring it to the Annual Meeting. Even if you plan to attend the Annual Meeting in person, please vote your proxy by Internet, telephone, or mail in advance of the Annual Meeting to ensure that your shares will be represented.

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Vote Required to Elect Directors and to Pass Proposals

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Proposal		Voting Options		Vote Required to Elect Directors or to Adopt Proposal		Effect of Abstentions		Effect of Broker Non-Votes
Election of Directors (Proposal 1)		For or Withhold for each director nominee		Directors elected by plurality of votes cast*		No effect		No effect
Approval, on Advisory Basis, of the Compensation of Executive Officers (Proposal 2)		For, Against or Abstain		Majority of the shares entitled to vote present in person or by proxy		Same effect as a vote Against		No effect
Approval, on an Advisory Basis, of the Frequency of the Advisory vote on Executive Compensation (Proposal 3)		Every Year, Every 2 Years, Every 3 Years or Abstain		Option receiving the highest number of affirmative votes of shares present in person or by proxy		No effect		No effect
Ratification of the Appointment of FORVIS, LLP (Proposal 4)		For, Against or Abstain		Majority of the Shares entitled to vote present in person or by proxy		Same effect as a vote Against		Brokers have discretion to vote
Amendment to the Restated Certificate of Incorporation (Proposal 5)		For, Against or Abstain		Majority of the Issued and outstanding Shares of Common Stock		Same effect as a vote Against		Against

* Our director resignation policy requires that any nominees receiving a greater number of “Withhold” votes than “For” votes must promptly tender his or her resignation to the Chairman of the Board.

Under the General Corporation Law of the State of Delaware, an abstention from voting on any proposal will have the same legal effect as an “against” vote, except election of directors, where an abstention has no effect under plurality voting.

A “broker non-vote” occurs if your shares are not registered in your name (that is, you hold your shares in “street name”) and you do not provide the record holder of your shares (usually a bank, broker or other nominee) with voting instructions on any matter as to which a broker may not vote without instructions from you, but the broker nevertheless provides a proxy for your shares. Shares as to which a “broker non-vote” occurs are considered present for purposes of determining whether a quorum exists, but are not considered votes cast or shares entitled to vote with respect to a voting matter.

Additional Information

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See “General Information – Questions and Answers About the 2023 Annual Meeting and Voting” on page 44 for additional information about attending the Annual Meeting and voting your shares.

PROPOSAL 1:ELECTION OF DIRECTORS

Under our bylaws, our board

Our Board has set the size of directors consiststhe Board to seven directors. Michael D. Fuller has informed the Board that he will not be standing for reelection. The Board is currently discussing potential candidates to fill the vacancy on the Board following Mr. Fuller’s retirement. If the Board does not identify a candidate by the date of the Annual Meeting, the size of the Board will be reduced to six directors unlessimmediately following the Annual Meeting until such time as a different number is fixed from time to time by resolution passed by a majority of our board of directors, which isnew candidate for the only means of fixing a different number.Board has been identified and approved. Six directors will be elected at the Annual Meeting to hold office until our 20182024 Annual Meeting of Stockholders and until their successors are elected and have qualified.

Our boardBoard has nominated the six persons named below, all of whom currently serve as directors, for election as directors at the 20172023 Annual Meeting. Each of our director nominees has served as a director of the bank since its inception in 2005 and as a director of the company since our formation in 2007. Each of these nominees has consented to serve as a director, if re-elected. Unless otherwise instructed, the management proxies intend to vote the proxies received by them for the election of all six of these nominees. If any nominee identified below becomes unable to serve as a director before the Annual Meeting, the management proxies will vote the proxies received by them for the election of a substitute nominee selected by our boardBoard.

Ms. Tuder is Latina, making our Board approximately 14% (17% following the end of directors.Mr. Fuller’s term as a director) female and ethnically diverse. We are committed to our continued efforts to increase diversity and foster an inclusive work environment that supports our employees and the communities we serve. We recruit the best people for the job regardless of gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background, or religious belief.

Annual Election of Directors

The six nominees receiving the most votes cast in the election of directors by holders of shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting will be elected to serve as directors of the companyCompany for the next year. As a result, although shares as to which the authority to vote is withheld will be counted, such “withhold” votes will have no effect on the outcome of the election of directors, except with respect to our director resignation policy.

Information regarding directors and director nominees and their ages as of the record date is as follows:

AC: Audit Committee     CC: Compensation Committee     CGNC: Corporate Governance & Nominations Committee

[C] Committee Chair   [M] Committee Member   [FE] Financial Expert

(1) Mr. Fuller is not standing for reelection.

Committee Memberships

Name

Age

Director Since

Primary Occupation

Independent

AC

CC

CGNC

Thomas A. Broughton III

61

2007

President, Chief Executive Officer and Director of ServisFirst Bancshares, Inc. and ServisFirst Bank

Stanley M. Brock

66

2007

Chairman of ServisFirst Bancshares, Inc. and ServisFirst Bank; President of Brock Investment Company, Ltd.

X

[FE][M]

[C][M]

Michael D. Fuller

63

2007

President of Double Oak Water Reclamation

X

[C][M]

[M]

James J. Filler

73

2007

Retired Chief Executive Officer of Jefferson Iron & Metal Brokerage, Inc.

X

[M]

J. Richard Cashio

59

2007

Retired Chief Executive Officer of TASSCO, LLC

X

[M]

[M]

[M]

Hatton C. V. Smith

66

2007

President of National Accounts, Royal Cup Coffee

X

[C][M]

AC:Audit Committee   CC: Compensation Committee   CGNC:Corporate Governance & Nominations Committee    [C]   Committee Chair   [M]   Committee Member   [FE]   Financial Expert

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The following summarizes the business experience and background of each of our nominees. Each of the director nominees also serves as a director of the bank,Bank, and Mr. Broughton also serves as Chairman, President and Chief Executive Officer of us and the bank.

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TABLE OF CONTENTSBank.

Thomas A. Broughton III
Age: 61		Committees: None
Director Since: 2007		Position: President, CEO and Director
Bank Director Since: 2005
Age: 67	Committees: None	Position: President, CEO and Chairman
Director Since: 2007	Bank Director Since: 2005

Mr. Broughton has served as our President and Chief Executive Officer and a director since 2007 and as President, Chief Executive Officer and a director of the bankBank since its inception in May 2005. Mr. Broughton was named Chairman of the Board of the Company and the Bank effective January 1, 2019. Mr. Broughton has spent the entirety of his 30-yearover 35-year banking career in the Birmingham area. In 1985, Mr. Broughton was named President of the de novo First Commercial Bank. When First Commercial Bank was bought by Synovus Financial Corp. in 1992, Mr. Broughton continued as President and was named Chief Executive Officer of First Commercial Bank. In 1998, he became Regional Chief Executive Officer of Synovus Financial Corp., responsible for the Alabama and Florida markets. In 2001, Mr. Broughton’s Synovus region shifted, and he became Regional Chief Executive Officer for the markets of Alabama, Tennessee and parts of Georgia. He continued his work in this position until his retirement from Synovus in August 2004. Mr. Broughton’s experience in banking has afforded him opportunities to work in many areas of banking and has given him exposure to all bank functions. Mr. Broughton served on the Board of Directors of Cavalier Homes, Inc. from 1986 until 2009, when the Company was sold to a subsidiary of Berkshire Hathaway. We believe that Mr. Broughton’s extensive experience in banking in Alabama and the Southeast, and, in particular, his success in building and growing new banks and developing new markets, makes him highly qualified to serve as a director.

Stanley M. BrockJ. Richard Cashio
Age: 66		Committees: Audit; Corporate Governance and Nominations (Chair)
Director Since: 2007		Position: Chairman of the Board and Director
Bank Director Since: 2005

Mr. Brock has served as our Chairman of the Board and a director since 2007 and has served as Chairman of the Board and a director of the bank since its inception in May 2005. He has served as President of Brock Investment Company, Ltd., a private venture capital firm, since its formation in 1995. Prior to 1995, Mr. Brock practiced corporate law for 20 years with one of the largest law firms based in Birmingham, Alabama. Mr. Brock also served as a director of Compass Bancshares, Inc., a publicly traded bank holding company, from 1992 to 1995. We believe that Mr. Brock’s experience as a corporate lawyer and a bank holding company director, as well as his history of community involvement in our largest market, makes him highly qualified to serve as a director.

Age: 65
Michael D. FullerCommittees:
Age: 63		Committees: Audit (Chair); Corporate Governance and Nominations
Director Since: 2007		Position: Director
Bank Director Since: 2005

Mr. Fuller has served as a director of the company since 2007 and as a director of the bank since its inception in May 2005. For over 20 years, Mr. Fuller has been a private investor in real estate investments. Prior to that time, Mr. Fuller played professional football for nine years. Mr. Fuller has served as President of Double Oak Water Reclamation, a private wastewater collection and treatment facility in Shelby County, Alabama, since 1998. We believe that Mr. Fuller’s experience in the real estate sector, which is a major focus of our business, as well as his overall business experience and community presence, make him highly qualified to serve as a director.

J. Richard Cashio
Age: 59		Committees: Audit; Compensation; Corporate Governance and Nominations (Chair)	Position: Director
Director Since: 2007		Position: Director
Bank Director Since: 2005
Director Since: 2007	Bank Director Since: 2005

Mr. Cashio has served as a director of the companyCompany since 2007 and as a director of the bankBank since its inception in May 2005. Mr. Cashio has been a private investor since his retirement. Mr. Cashio served as Chief Executive Officer of TASSCO, LLC from 2005 until his retirement in January 2014 and served as the Chief Executive Officer of Tricon Metals & Services, Inc. from 2000 until its sale in October 2008. He served in various other positions with Tricon Metals & Services, Inc. prior to 2000. We believe that Mr. Cashio’s experience as the chief executive officer of successful industrial enterprises allows him to offer our boardBoard both the benefit of his business experience and the perspectives of one of our target customer groups, making him highly qualified to serve as a director.

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James J. Filler
Age: 73		Committees: Compensation
Director Since: 2007		Position: Director
Bank Director Since: 2005
Age: 79	Committees: Compensation	Position: Lead Independent Director
Director Since: 2007	Bank Director Since: 2005

Mr. Filler has served as a director of the companyCompany since 2007 and as a director of the bankBank since its inception in May 2005. In January 2019, following Mr. Broughton becoming Chairman of our Board of Directors, Mr. Filler was appointed to serve as the Board’s Lead Independent Director. Mr. Filler has been a private investor since his retirement in 2006. Prior to his retirement, Mr. Filler spent 44 years in the metals recycling industry with Jefferson Iron & Metal, Inc. and Jefferson Iron & Metal Brokerage Co., Inc. We believe that Mr. Filler’s extensive business experience and strong ties to the Birmingham business community offer us valuable strategic insights and make him highly qualified to serve as a director.

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Christopher J. Mettler
Age: 47	Committees: Compensation Committee	Position: Director
Director Since: 2019	Bank Director Since: 2019

Mr. Mettler has served as a director of the Company and the Bank since October 21, 2019. Mr. Mettler is Founder and President of Sovereign Co., where he leads strategy and business development. Mr. Metter assumed a full-time role at Sovereign as of April 26, 2019. Sovereign leverages proprietary marketing attribution and artificial intelligence technology to systematically measure thousands of simultaneous marketing messages to display the most relevant products for consumers. Previously, Mr. Mettler founded two marketing and financial technology businesses, CompareCards and SnapCap, both of which were acquired in two separate transactions by LendingTree (Nasdaq: TREE). Mr. Mettler served as President of Iron Horse Holdings LLC from January 1, 2014 until November 16, 2016. Following LendingTree’s acquisition of CompareCards from Iron Horse Holdings in November 2016, Mr. Mettler transitioned to serve as a salaried employee of LendingTree through April 26, 2019. We believe Mr. Mettler’s business experience, his strong background in the financial technology sector and his prior service on our Charleston, South Carolina advisory board makes him highly qualified to serve as a director.

Hatton C. V. Smith
Age: 66		Committees: Compensation (Chair)
Director Since: 2007		Position: Director
Bank Director Since: 2005
Age: 72	Committees: Compensation (Chair)	Position: Director
Director Since: 2007	Bank Director Since: 2005

Mr. Smith has served as a director of the companyCompany since 2007 and as a director of the bankBank since its inception in May 2005. Mr. Smith served as the Chief Executive Officer of Royal Cup Coffee from 1996 until 2014 and in various other positions with Royal Cup Coffee prior to 1996. Mr. Smith retired from all positions with Royal Cup Coffee effective February 2020. He currently serves as the Chief Executive Officer of Back Forty Beer Company, which specializes in unique craft beers in the Southeast. Mr. Smith is also involved in many different charities and has served as Chair of the United Way and President of the Baptist Health System. We believe that Mr. Smith’s business experience, his strong roots in the greater Birmingham business and civic community, and his high profile and extensive community contacts in one of our largest markets make him highly qualified to serve as a director.

Ms. Tuder is currently a private investor. She is the founder, former CEO and Board Chairperson of Analytical Services, Inc. (ASI), a nationally recognized business providing management and technical solutions to federal government agencies. Ms. Tuder successfully led the acquisition of ASI by Arctic Scope Regional Corporation Federal Holding Company in 2007. Ms. Tuder has over 30 years of experience in strategic business planning and execution, executive leadership, financial management and business operations. Prior to founding ASI, Ms. Tuder spent five years as a controller in private industry and five years in public accounting. In addition to her service as a director of the Company and Bank, Ms. Tuder is a member of the Notre Dame Institute for Latino Studies Advisory Council, HudsonAlpha Institute for Biotechnology Board of Directors, University of Alabama in Huntsville (UAH) Foundation Board and UAH Business School Advisory Board. Ms. Tuder received a BBA in accountancy from the University of Notre Dame and MBA from Troy State University in Montgomery. We believe that Ms. Tuder’s extensive background in business, finance and accounting make her highly qualified to serve as both a director and as Chair of our Audit Committee.

The Board of Directors Unanimously Recommends a Vote “FOR”“FOR” the Election of Each of the Board Nominees Named Above.

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CORPORATE GOVERNANCE

Our business is managed under the direction of our boardBoard of directors.Directors. The boardBoard has the legal responsibility for overseeing the affairs and performance of the company.Company. The primary responsibility of the boardBoard is to exercise their business judgment in what they believe to be in the best interests of the companyCompany and its stockholders.

Recent Corporate Governance Initiatives

We understand that corporate governance practices evolve over time, and we seek to adopt and use practices that we believe will be of value to our stockholders and will positively aid in the governance of the company. In connection with our annual corporate governance review, in 2015 we made changes to our corporate governance policies and procedures, including the adoption of an Incentive Compensation Clawback Policy, and in October 2016 we adopted a director resignation policy.

Other

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Governance Practices

Our boardBoard of directorsDirectors believes that sound governance practices and policies provide an important framework to assist them in fulfilling their oversight duty. In March 2014, our board formally adopted theThe Corporate Governance Guidelines of ServisFirst Bancshares, Inc. (the “Governance Guidelines”), which include a number of the practices and policies under which our boardBoard has operated for some time,many years, together with concepts suggested by various authorities in corporate governance and the requirements under the NASDAQ Global Select Market’s listed company rulesNew York Stock Exchange (“NYSE”) Listed Company Manual and the Sarbanes-Oxley Act of 2002.

Each year, our boardBoard of directorsDirectors reviews our Governance Guidelines and other governance documents and modifies them as it deems appropriate. These documents include the Governance Guidelines, the committee charters, our Code of Business Conduct and Ethics, our Related Party Transactions Policy and other key policies and practices. Copies of the currently effective charters for each boardBoard committee, the Code of Business Conduct and Ethics, the Governance Guidelines and certain other corporate governance policies are available on the company’sCompany’s website atwww.servisfirstbank.com www.servisfirstbancshares.com under the “Investor Relations”“Governance” tab.

Some of the principal subjects covered by our Governance Guidelines comprise:

Director Resignation Policy

In October 2016, our boardBoard approved and adopted a Director Resignation Policy. This policy provides that, in an uncontested election, any director nominee who receives a greater number of “Withhold” votes than votes “For” his or her election shall promptly tender his or her resignation to the Chairman of our boardBoard following the certification of the election results. The company’sCompany’s Corporate Governance and Nominations Committee (“CG&N Committee”) will consider the offer of resignation and recommend to the boardBoard whether to accept or reject the resignation. Our boardBoard must then act on the recommendation within 90 days following certification of the election results following receipt of the recommendation. After the boardBoard makes a formal decision on the CG&N Committee’s recommendation, the companyCompany must publicly disclose the action on a Current Report on Form 8-K within four business days of the decision. If the boardBoard determines to take any action other than accepting

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such resignation, the Current Report must also include the board’sBoard’s rationale supporting its decision. A copy of our director resignation policyDirector Resignation Policy is available on our websitewww.servisfirstbank.com www.servisfirstbancshares.com under the “Investor Relations”“Governance” tab.

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Incentive Compensation Clawback Policy

Our boardBoard has approved and adopted a Clawback Policy for recovery of incentive compensation from the company’sCompany’s current and former executive officers under certain circumstances. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and proposed rule 10D-1. The Clawback Policy provides that, in the event the companyCompany is required to restate financial results due to material noncompliance with any financial reporting requirement under the securities laws, the boardBoard may adjust future compensation, cancel outstanding awards, seek recoupment of previous awards and take any other remedial and recovery action permitted by law, to recoup all or a portion of any incentive compensation approved, awarded or granted to an executive officer of the companyCompany after the date of adoption of the Clawback Policy and such award, vesting or payment occurred or was received during the three completed fiscal years immediately preceding the date on which the companyCompany is required to prepare the restatement. The Clawback Policy applies when the Compensation Committee has determined that the incentive compensation approved, awarded or granted was predicated upon the achievement of certain financial results that were the subject of the restatement and that a lesser amount of incentive compensation would have been approved, awarded or granted to the executive officer based upon the restated financial results. In each such instance, the companyCompany will seek to recoup the amounts by which an executive officer’s incentive compensation that was awarded, vested or paid during the three-year period referenced above exceeded the amounts that would have been awarded, vested or paid based on the restated financial results. Our Board plans to amend the Clawback Policy once the NYSE revises its listing standards in response to the SEC’s adoption of Exchange Act Rule 10D-1 in October 2022.

Stock Ownership of Board and Executives

Long-term stock ownership is deeply engrained in our culture and reflects our board’sBoard’s strong commitment to the company’sCompany’s success. We have reviewed the stock ownership policies of other financial institutions, the criteria identified by certain proxy advisory firms in determining whether a stock ownership policy is “rigorous” or “robust,” and the stock ownership of our directors and executive officers. We ultimately concluded not to adopt a formal stock ownership policy at this stage of the company’sCompany’s existence primarily because the current ownership levels of our long-time directors and, with one exception, our named executive officers far exceed the ownership requirements of even the most rigorous policies we reviewed. Using the market price and the number of shares of common stock beneficially owned as of December 31, 2016,2022, each of our non-employee directors held common stock valued at well over 50034 times such director’s annual retainer (with the average multiple equal to 1,012 times the annual retainer), our Chief Executive Officer held common stock valued at well over 7525 times his annual base salary, and each of our other named executive officers, with the exception of Mr. Owens,Abbott, held common stock valued at over 2550 times histheir respective annual base salary.salaries.

Our boardBoard annually reviews our Governance Guidelines and other governance documents and practices and modifies them as it deems appropriate. Although we will reconsider adopting stock ownership guidelines in the future, including in the event of boardBoard or management changes, we intend to operate the companyCompany in a way that we believe makes the most sense taking into account numerous factors.

Policy Against Hedging Activities

The companyCompany is dedicated to growing its business and enhancing stockholder value in an ethical way while being mindful of the need to avoid taking actions that pose undue risk or have the appearance of posing undue risk to the company.Company. Our goal is to grow stockholder value in both the short term and in the longer term, and we expect our directors, officers and employees to have the same goals as the company.Company. Consistent with these goals, our Insider Trading Policy prohibits any of our directors, officers and employees from engaging in hedging activities involving the company’sCompany’s securities, including short sales, puts, calls, collars, swaps, forward sale contracts, or other derivative securities based on the company’s securities.following:

●

short sales, meaning any transactions in the Company’s securities whereby one may benefit from a decline in the stock price of our common stock;

●

purchases or sales of derivative securities related to the Company’s securities (puts, calls, collars, swaps forward sale contracts and similar arrangements, excluding stock options issued pursuant to employee benefit plans); and

●

investments in exchange funds (a stock fund that allows an investor to exchange his or her holdings in Company securities for units in a portfolio of securities), excluding investments in the Company stock fund available under the Company’s 401(k) plan.

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Policy Against Pledging Activities

Our Insider Trading Policy prohibits our directors, officers and employees from pledging our securities as collateral for loans unless approved by our Insider Trading Compliance Officer. While being mindful of the need to avoid taking actions that pose undue risk or appear to pose undue risk to our company,Company, we also appreciate that our situation may be unique. We are a public company that has, since the bank’sBank’s inception in 2005 and our formation in 2007, experienced a relatively highrelative amount of success. As a result of this success, a significant portion of the wealth of some of our officers and employees resides in their ownership of our common stock. As detailed above, all of our directors and all but one of our executive officers ownsown enough shares of common stock to far exceed the multiples of base salary or annual cash retainer typically required by stock ownership guidelines. Accordingly, we provide our Insider Trading Compliance Officer with the discretion to permit pledges in certain limited circumstances.

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Board Independence

The cornerstone of our corporate governance program is an independent and qualified boardBoard of directors.Directors. The boardBoard has established guidelines consistent with the current listing standards of the NASDAQ Global Select MarketNYSE for determining director independence. You can find these guidelines in our Governance Guidelines, which are posted on the company’sCompany’s website atwww.servisfirstbank.com www.servisfirstbancshares.com under the “Investor Relations”“Governance” tab.

During its most recent review, our boardBoard considered transactions and relationships between each director or any member of a director’s immediate family and us and the bank.Bank. Our boardBoard also considered whether there were any transactions or relationships between our companyCompany and any entity of which a director or an immediate family member of a director is an executive officer, general partner or significant equity holder. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that a director is independent. Independent directors must be free of any relationship with us or our management that may impair the director’s ability to make independent judgments.

Our CG&N Committee has determined in its business judgment that fivesix of the company’s sixCompany’s seven current directors are independent as defined in the applicable NASDAQ Global Select MarketNYSE listing standards includingand that each member is free of any relationships that would interfere with his or her individual exercise of independent judgment. Our independent directors are Messrs. Brock, Cashio, Filler, Fuller, Mettler, and Smith.Smith, and Ms. Tuder. The Board is currently discussing potential candidates to fill the vacancy on the Board following Mr. Fuller’s retirement. If the Board does not identify a candidate by the date of the Annual Meeting, the size of the Board will be reduced to six directors immediately following the Annual Meeting until such time as a new candidate for the Board has been identified and approved. Assuming the Board has not identified a candidate for service on the Board by the Annual Meeting date, five of the Company’s six directors will be independent as defined in the NYSE listing standards following the Annual Meeting. Mr. Broughton, our Chairman, is considered an inside director because of his employment as our President and Chief Executive Officer.Officer (see “Certain Relationships and Related Transactions” for a list of other relationships the Board considered when determining independence).

The Role of Our Board of Directors

The members of our boardBoard also are members of the board of directorsDirectors of the bank,Bank, which accounts for substantially all of our consolidated operating results. The members of our boardBoard keep informed about our business through discussions with senior management and other officers and managers of the companyCompany and the bank,Bank, by reviewing analyses and reports sent to them by management and outside consultants, and by participating in meetings of the boardBoard and meetings of those boardBoard committees on which they serve.

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Board Leadership Structure

We believe that our stockholders are best served by a strong, independent boardBoard of directorsDirectors with extensive business experience and strong ties to our markets. We believe that objective oversight of the performance of our management team is critical to effective corporate governance, and we believe our boardBoard provides such objective oversight.

Since

Our Board is led by a combination of Mr. Filler, our Lead Independent Director, and Mr. Broughton, our Chairman, President and CEO, supplemented by engaged, independent committee chairs and directors. Our independent directors unanimously voted for Mr. Broughton to serve as the Chairman of our Board following the retirement of our prior Chairman on December 31, 2018.

The Board believes that the Company has been well served by Mr. Broughton’s leadership since the Bank’s inception in 2005 and our formation in 2007. The Board further believes that Mr. Broughton’s combined role as Chairman and CEO will allow him to set the overall tone and direction for the Company, maintain consistency in the internal and external communication of our strategic and business priorities, and have primary responsibility for managing our operations.

The Board also believes that a strong, effective Lead Independent Director, like Mr. Filler, an independent Board, and independent committees provide the independent leadership necessary to balance the combined Chairman and CEO role and, with the formal and informal mechanisms we have kept separatein place to facilitate the offices of Chairmanwork of the Board and Chief Executive Officer,its committees, results in the Board effectiveness and efficiency that our stockholders expect. Mr. Filler performs the following functions as our Lead Independent Director:

Mr. Broughton’s leadership has been especially evident during the COVID-19 pandemic. While the Company and Bank are known for being able to make lending decisions quickly on a decentralized basis, our employees look to Mr. Broughton to set the tone for the entire Company. Under his leadership, the Bank handled an independent director has always heldextraordinary number of Payroll Protection Plan (“PPP”) loans pursuant to the position of Chairmanterms of the Board. CARES Act for both existing Bank customers and new customers. Mr. Broughton’s emphasis on customer service leveraged existing relationships and earned new banking relationships during the pandemic, as new customers were able to compare their experience with the Bank against the service provided by their current bankers.

We believe that thisour Board’s structure provides us with the benefit of complementary perspectivesleadership and ensures that our board’soperational oversight, function remains fully objective. Although we do not have a fixed policy requiring the separation of such offices, instead believing that it is appropriate for our board to determine the structure that best meets our needs from time to time, it is our current intention to retain the present structure for the foreseeable future.

In addition, ournotwithstanding Mr. Broughton’s role as Chairman. Our Board’s three standing committees, which are described below under “Board Committees and Their Functions”, are composed exclusively of independent directors. In addition to the Board committees at the Company, our Bank has a separate loan committee on which all of our directors serve. We believe that this structure further reinforces the board’sBoard’s role as an objective overseer of our business, operations, risk sensitivity and day-to-day management.

The Board’sBoard’s Role in Risk Oversight

Our board

While our Board is ultimately responsible for the management of risks inherent in our business. Inbusiness, in our day-to-day operations senior management is responsible for instituting risk management practices that are consistent with our overall business strategy and risk tolerance. In addition, because our operations are conducted primarily through the bank,Bank, we maintain an asset-liability and investment committee at the bankBank level, consisting of four executive officers of the bank.Bank. This committee is charged with monitoring our liquidity and funds positions. The committee regularly reviews the rate sensitivity position on three-month, six-month and one-year time horizons; loans-to-deposits ratios; and average maturities for certain categories of liabilities. This committee reports to our boardBoard of directorsDirectors at least quarterly, and otherwise as needed.

In addition, our Audit Committee assists the Board in overseeing and monitoring management’s conduct of our financial reporting process, our system of internal accounting and financial controls and our cybersecurity measures, and our Compensation Committee oversees the management of risks relating to executive and non-executive compensation.

Outside of formal meetings, which our board holds every month, our boardBoard and its committees have regular access to senior executives, including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, as well as our senior credit officers. Our Bank board, which consists of all the members of our Board, and loan committee also meet monthly with management to review loans, credit loss issues and other areas of risk for the bank. We believe that this structure allows the boardBoard to maintain effective oversight over our risks and to ensure that our management personnel are following prudent and appropriate risk management practices.

6The Board’SERVISFIRST BANCSHARES, INC.s Role in Human Capital Management –Notice

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Our Board adopted an Environmental, Social and Governance Policy (the “ESG Policy”) in October of 20172021. The Board included Human Capital Management as part of the ESG Policy, with an emphasis on four key areas: (1) hiring, promotion and talent development; (2) health and safety; (3) compensation and benefits; and (4) diversity and inclusion. The below entries summarize our current policy positions in each of these key areas:

Hiring, Promotion & Talent Development

We are always looking to build our workforce from within and promote from our current talent pool whenever possible. We are also committed to the continued development of our employees, whether through banking industry-related training or position-related training.

Health and Safety

We are committed to the health, safety, and wellness of our employees. In response to local government and health guidelines around the COVID-19 pandemic, glass barriers have been installed where necessary, and we regularly encourage our employees to utilize video conferencing platforms when possible. All branches and internal corporate offices have been provided with cleaning supplies and are encouraged to disinfect surface areas consistently. We maintain a social distancing policy and update our procedures as federal and state agencies make new recommendations.

Compensation and Benefits

We provide robust compensation and benefits programs to help meet the needs of our employees. In addition to competitive salaries, these programs include a 401(k) Retirement Plan, full medical, dental and vision insurance, life insurance and paid time off. As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent.

Diversity and Inclusion

We are committed to our continued efforts to increase diversity and foster an inclusive work environment that supports our employees and the communities we serve. We recruit the best people for the job regardless of gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background or religious belief. As an example, Ms. Tuder is Latina, making our Board approximately 14% female (17% following the retirement of Mr. Fuller at the Annual Meeting) and ethnically diverse. It is our policy to fully comply with all state and federal laws applicable to discrimination in the workplace.

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Board Committees and Their Functions

Our boardBoard maintains three standing committees that are each composed entirely of independent directors. The governing charter for each of the three committees is available on our websitewww.servisfirstbank.com www.servisfirstbancshares.com under the “Investor Relations”“Governance” tab.

Name(1)		Audit Committee		Compensation Committee		Corporate Governance & Nominations Committee
Name Irma L. Tuder		Audit Committee		Compensation Committee		Corporate Governance & Nominations Committee
Stanley M. Brock
Michael D. Fuller
James J. Filler
J. Richard Cashio
Hatton C. V. Smith Christopher J. Mettler
Hatton C. V. Smith
Committee Chair    Committee Member    Financial Expert

⁽¹⁾ Mr. Broughton is not independent and therefore does not serve on any committee.       

Audit Committee

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Number of meetings in 2016:2022: 4

Functions:

Assists our board of directors in maintaining the integrity of our financial statements and of our financial reporting processes and systems of internal audit controls, as well as our compliance with legal and regulatory requirements;

Reviews the scope of independent audits and assesses the results;

Meets with management to consider the adequacy of the internal control over, and the objectivity of, financial reporting, and meets with our independent auditors and with appropriate financial personnel concerning these matters;

Selects, determines the compensation of, appoints and oversees our independent auditors, and evaluates their qualifications, performance and independence; and

Reviews and approves all related party transactions of the company.

Financial Expert:

Our board has unanimously determined that Mr. Brock should be designated as an audit committee financial expert. This determination is based on the broad spectrum of Mr. Brock’s experience, including Mr. Brock’s 20-plus years leading a private venture capital firm. His experience in this undertaking includes analyzing financial statements and audit results and making investment and acquisition decisions on the basis of those analyses.

•

Assists our Board of Directors in maintaining the integrity of our financial statements and of our financial reporting processes and systems of internal audit controls, as well as monitoring our compliance with legal and regulatory requirements and the performance of our internal audit function;

•

Reviews the scope of independent audits and assesses the results;

•

Meets with management to consider the adequacy of the internal control over, and the objectivity of, financial reporting, and meets with our independent auditors and with appropriate financial personnel concerning these matters;

•

Oversees cybersecurity risk and reviews cybersecurity issues and solutions with management;

•

Selects, determines the compensation of, appoints and oversees our independent registered public accounting firm, and evaluates their qualifications, performance and independence; and

•

Reviews and approves all related party transactions of the Company in accordance with our Related Party Transactions Policy (with some related party transactions referred to the full Board for consideration).

Our boardBoard of directorsDirectors has determined that each Audit Committee member meets the independence standards for Audit Committee membership under the rules of the Securities and Exchange Commission (“SEC”) and the rules of the NASDAQ Global Select Market.NYSE.

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Compensation Committee

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Number of meetings in 2016:2022: 68

Functions:

•

Annually reviews the performance and compensation of our Chief Executive Officer, who is not present during deliberations or voting with respect to his compensation;

•

Makes recommendations to the independent members of our Board of Directors with respect to the compensation of our Chief Executive Officer and all other executive officers of the Company;

•

Makes determinations, either as a committee or together with the other independent directors, regarding the performance and compensation level of our Chief Executive Officer and our other named executive officers;

•

Reviews relationships between compensation practices and risk management policies and practices to evaluate mitigation of any identified risks;

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Annually reviews the performance and compensation of our Chief Executive Officer, who is not present during deliberations or voting with respect to his compensation;

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Makes recommendations to the independent members of our board of directors with respect to the compensation of our Chief Executive Officer and all other executive officers of the company;

Makes determinations, either as a committee or together with the other independent directors, regarding the performance and compensation level of our Chief Executive Officer and our other named executive officers;

Establishes the compensation structure for our senior management and approves the compensation of our senior executives; and

Advises and reports to our board of directors at least annually, including with respect to the company’s incentive and equity-based compensation plans, and oversees the activities of the individuals and committees responsible for administering such plans.

•

Establishes the compensation structure for our senior management and approves the compensation of our senior executives;

•

Develops and reviews succession planning for key executives, including our Chief Executive Officer; and

•

Advises and reports to our Board of Directors at least annually, including with respect to the Company’s incentive and equity-based compensation plans, and oversees the activities of the individuals and committees responsible for administering such plans.

The Compensation Committee has the authority, in its sole discretion, to appoint, engage, retain and terminate any compensation consultant, legal counsel or other advisor to assist in the performance of its duties, and the companyCompany is responsible for providing appropriate funding to the Compensation Committee for payment of reasonable compensation to any such advisor retained by the Compensation Committee. During fiscal 2020, our Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, to conduct a comprehensive review of our compensation programs. As discussed in more detail herein, Aon’s review was to evaluate the continued appropriateness of the Company’s compensation program as compared to certain peer companies, with the goal of ensuring that the Company’s pay practices mature in tandem with its business. Aon provided services to the Company during 2022. The cost of such services in 2022 did not exceed $120,000. The Committee determined that there were no conflicts between Aon and the Company or any member of the Compensation Committee.

Our boardBoard of directorsDirectors has determined that each Compensation Committee member is independent under the rules of the NASDAQ Global Select Market and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.NYSE.

Corporate Governance and Nominations Committee

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Number of meetings in 2016:2022: 03

Functions:

•

Identifies individuals believed to be qualified to become Board members, and selects or recommends to the Board, the nominees to stand for election as directors;

•

Establishes the criteria for selecting candidates for nomination to our board,Board, actively seeks candidates who meet those criteria and makes recommendations to our boardBoard of directorsDirectors to fill vacancies on, or make additions to, our boardBoard or any committee of our boardBoard (see “Other Governance Practices” for a detailed discussion of qualification criteria);

•

Develops and recommends to our Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director;

Develops

•

Establishes the procedures for the evaluation and oversight of our Board and management; and

•

Monitors and recommends changes in the organization and procedures of the Board, in the size of the Board or any Board committee and in our corporate governance policies, and monitors the Company’s corporate governance structure.

The CG&N Committee considers candidates for director who are recommended by its members, by other Board members, and recommends to our board standards to be applied in making determinations as to the absence of material relationships between the company and a director;

Establishes the procedures for the evaluation and oversight of our board and management; and

Monitors and recommends changes in the organization and procedures of the board, in the size of the board or any board committee and in our corporate governance policies, and monitors the company’s corporate governance structure.

by management. The CG&N Committee will consider stockholder nominees for election to our boardBoard that are timely recommended by stockholders provided that a complete description of the nominees’ qualifications, experience and background, together with a statement signed by each nominee in which he or she consents to act as a boardBoard member if elected, accompany the recommendations. No stockholderNominations must also include evidence of the nominating stockholder’s ownership of Company common stock. Stockholder nominations should be directed to the chair of the CG&N Committee, care of our Chief Financial Officer, at the Company’s principal executive office, 2500 Woodcrest Place, Birmingham, Alabama 35209. The CG&N Committee will evaluate candidates recommended by stockholders using the same criteria as for directorother candidates were received forrecommended by its members, other members of the 2017 Annual Meeting.Board, or management.

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In evaluating nominees for director, the CG&N Committee believes that at this stage of the company’s existence, it is of primary importance to ensure that the board’sBoard’s composition reflects a diversity of business experience and community leadership, as well as a demonstrated ability to promote the company’sCompany’s strategic objectives and expand its presence, profile and customer base in its local markets. Accordingly, whileAdditionally, our CG&N Committee charter provides that the CG&N Committee, in selecting or recommending Board candidates, shall consider factors it deems appropriate, which may consider other typesinclude diversity. The members of the CG&N Committee and the Board also take into account views on diversity in evaluating nominees, the committee does not follow any specific formula for considering factors such as race, gender or national origin in evaluating nominees and potential nominees, nor does it apply any quotas with respectthat our stockholders may communicate to such factors.us.

Our boardBoard of directorsDirectors has determined that each member of the CG&N Committee is independent under the standards of independence of the rules of the NASDAQ Global Select Market.

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Advisory Boards

In addition to the boards of directors of the company and the bank, the bank also has a non-voting advisory board of directors in each of the Huntsville, Montgomery, Dothan and Mobile, Alabama, Pensacola, Florida, Atlanta, Georgia, Charleston, South Carolina and Nashville, Tennessee markets. These advisory directors represent a wide array of business experience and community involvement in the service areas where they live. As residents of these service areas, they are sensitive and responsive to the needs of our customers and potential customers. In addition, our directors and advisory directors bring substantial business and banking contacts to us. The bank has established the following regional advisory boards:NYSE.

Atlanta Region		Charleston Region		Dothan Region
J. Paul Austin, III		Peter McKellar		Jerry Adams
Jeffrey B. Baker		Chris Mettler		Charles H. Chapman III
Mike Casey		Weesie Newton		Ronald DeVane
Paul Conley		Skip Sawin		John Downs
John Loud		Daniel Vallini		Steve McCarroll
Zach Parker				Charles E. Owens
Brent Reid				William C. (Bill) Thompson
Huntsville Region		Mobile Region		Montgomery Region
E. Wayne Bonner		Steve Crawford		Dr. John A. Jernigan
Dr. Hoyt A. “Tres” Childs, III		Lowell Friedman		Ray B. Petty
David J. Slyman, Jr.		Barry Gritter		G.L. Pete Taylor
Irma Tuder		Dr. James M. Harrison, Jr.		W. Ken Upchurch, III
Sidney R. White		James Henderson		Alan E. Weil, Jr.
Danny J. Windham		Richard D. Inge
Thomas J. Young		Kenneth S. Johnson
		John H. Lewis, Jr.
Nashville Region		Pensacola Region
Charles Robert Bone		Thomas M. Bizzell
Joe Cashia		Bo Carter
Ryan Chapman		Leo Cyr
Brent Clements		Matt Durney
Todd Robinson		Dr. Mark S. Greskovich
		Ray Russenberger
		Sandy Sansing
		Roger Webb

Compensation Committee Interlocks and Insider Participation

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The primary functions of the Compensation Committee are to evaluate and administer the compensation of our President and Chief Executive Officer and other executive officers and to review our general compensation programs. No member of this committee has served as an officer or employee of the company,Company, the bankBank or any other subsidiary. In addition, none of our executive officers has served as a director or as a member of the Compensation Committeecompensation committee of a company which employs any of our directors. For further information, see “Compensation Discussion and Analysis” and “Board Committees and Their Functions.”

SERVISFIRST BANCSHARES, INC. –Notice

Director Attendance

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Director Attendance

Our board of directorsDirectors held twelve8 meetings in 2016.2022. Each director attended more than 75% of the aggregate of: (i) the number of meetings of the boardBoard of directorsDirectors held during the period he or she served on the board;Board; and (ii) the number of meetings of committees of the boardBoard of directorsDirectors held during the period he or she served on such committees. While we do not have a formal policy regarding director attendance at our annual meetings, we generally expect our directors to attend if at all possible. Each directorAll of our directors attended the 20162022 Annual Meeting other than Messrs. Brock, Filler and Smith.via remote webcast.

Certain Relationships and Related Transactions

We have not entered into any business transactions with related parties required to be disclosed under Rule 404(a) of Regulation S-K other than banking transactions in the ordinary course of our business with our directors and officers, as well as members of their families and corporations, partnerships or other organizations in which they have a controlling interest.interest, and the lease arrangement described below. Management recognizes that related party transactions can present unique risks and potential conflicts of interest (in appearance and in fact). Therefore, we maintain written policies around interactions with related parties which require that these transactions are entered into and maintained on the following terms:

in the case of banking transactions, each is on substantially the same terms, including price or interest rate, collateral and fees, as those prevailing at the time for comparable transactions with unrelated parties that are not expected to involve more than the normal risk of collectability or present other unfavorable features to the bank; and

in the case of any

•

in the case of banking transactions, each is on substantially the same terms, including price or interest rate, collateral and fees, as those prevailing at the time for comparable transactions with unrelated parties that are not expected to involve more than the normal risk of collectability or present other unfavorable features to the bank; and

•

in the case of related party transactions, each is approved by a majority of the directors who do not have an interest in the transaction. Banking transactions which meet the criteria disclosed above are deemed pre-approved by the Board.

Any potential related party transactions including bankingare reported to our Chief Financial Officer, who then reports such transactions each is approved by a majority of the directors who doto our Audit Committee. Our Audit Committee determines whether such transactions constitute related party transactions and, if so, reports those transactions to our Board for consideration if such transactions are not have an interest in the transaction.

deemed pre-approved under our policy. A copy of our policy governing related party transactions is available on our websitewww.servisfirstbank.com www.servisfirstbancshares.com under the “Investor Relations”“Governance” tab.

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The aggregate amount of indebtedness from our directors and executive officers (including their affiliates)affiliates and inclusive of persons serving as executive officers of the Bank) to the bankBank as of December 31, 20162022 was approximately $10.8$52.6 million, which equaled 2.07%4.05% of our total equity capital as of that date. Less than 1% of these loans were installment loans to individuals. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us. As of the date of this Proxy Statement, noNo related party loans were categorizeddisclosed as non-accrual, past due, restructurednonaccrual or potential problem loans.troubled debt restructurings in our consolidated financial statements for the year ended December 31, 2022. We anticipate making related party loans in the future to the same extent as we have in the past.

In addition to banking transactions made in the ordinary course of business, the Company leased office space in its corporate headquarters to one related party in 2022 pursuant to the terms of a lease entered into 2017. Prior to entering into such lease in 2017, the Company obtained, and the Board considered, a market reasonableness study, and the Board, other than the related party, approved such lease on terms consistent with the results of the market reasonableness study. Under the terms of the lease, the Company agreed to lease an office of approximately 120 square feet to Mr. Michael D. Fuller, a director of the Company, on a month-to-month basis at $26.00 per square foot, subject to 1.5% annual escalations, plus a utilities and overhead fee equal to 10% of the rental rate.

Code of Conduct for Directors and Employees

Our boardBoard of directorsDirectors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. The Code of Business Conduct and Ethics covers compliance with law; fair and honest dealings with us, with competitors and with others; fair and honest disclosure to the public; and procedures for compliance with the Code of Business Conduct and Ethics. A copy of our Code of Business Conduct and Ethics is, and any amendment to or waiver from a provision of our Code of Business Conduct and Ethics will be, available free of charge on our website atwww.servisfirstbank.com www.servisfirstbancshares.com under the “Investor Relations”“Governance” tab.

Communications with the Board

You may contact any of our independent directors, individually or as a group, by writing to them c/o William M. Foshee, Chief Financial Officer, ServisFirst Bancshares, Inc., 850 Shades Creek Parkway, Suite 200,2500 Woodcrest Place, Birmingham, Alabama 35209. Mr. Foshee will review and forward to the appropriate directors copies of all such correspondence that, in the opinion of Mr. Foshee, deals with the functions of the boardBoard of directorsDirectors or its committees or that he otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters will be brought promptly to the attention of the ChairmanChairwoman of the audit committeeAudit Committee and will be handled in accordance with procedures established by the audit committee.Audit Committee.

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DIRECTOR COMPENSATION

We believe our current board composition is unique. Each

The following summarizes the compensation earned by, or paid to, each person who served as a non-employee director during all or any part of our directors has been a member2022 fiscal year. Mr. Broughton was not separately compensated for his service on the Board. Directors of the Company also serve on the Board of the Bank and receive no additional compensation for such service. Ms. Tuder also serves on the advisory board of our board since our formationHuntsville, AL region, and her compensation for such service is included in 2007 and a member of the board of the bank since its inception in 2005.tabular disclosure below. As of March 20, 2017,February 22, 2023, our fivesix non-employee directors beneficially owned, collectively, approximately 9.05%5.41% of our outstanding common stock. We tryseek to structure director compensation to attract and retain qualified non-employee directors and to further align the interests of directors with the interests of our stockholders. The Compensation Committee periodically reviews non-employee director compensation trends and makes recommendations to the board on compensation for our non-employee directors.

Annual Retainers and Meeting Fees

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Directors each receive an annual cash retainer of $15,000, except that our chairman

Position		Annual Retainer
		($)
Director		45,000
Lead Independent Director		25,000
Audit Committee Member		8,000
Audit Committee Chair		10,000
Compensation Committee Member		6,000
Compensation Committee Chair		8,000
CG&N Committee Member		4,000
CG&N Committee Chair		7,500

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As part of the board receivescomprehensive review of our compensation program performed by the Compensation Committee’s independent consultant, Aon’s Human Capital Solutions practice (a division of Aon plc), the Compensation Committee directed Aon to review director compensation in comparison to certain identified peer companies. The consultant found, in general, our director compensation ranked among the lowest of our peers. Our Board, at the recommendation of our Compensation Committee, moved to a $20,000 annual retainer andfee structure for director compensation in 2021 as part of the restructuring of our audit committee chairman receives a $20,000 annual retainer. Directors are paid $600overall compensation program. In setting our retainer fees, we did not attempt to benchmark our director compensation at an identified median of our peer companies, but rather used comparisons with those peers as part of an analysis of standard compensation practices. Our retainer fees for each board meeting or board event attended, and $250 for each committee meeting attended, other than compensation committee meetings that occur onour directors remained the same day as full board meetings. Mr. Broughton is a named executive officer, and his compensation is reflectedfor fiscal 2022. All director meeting fees have been eliminated in the Summary Compensation Table.favor of retainer fees.

Director Compensation for Fiscal 2016

2022

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The following table sets forth information regarding the compensation of our non-employee directors for the year ended December 31, 2016.2022.

Name		Fees earned or paid in cash		Stock Awards 1		All Other Compensation		Total
		($)		($)		($)		($)
J. Richard Cashio		66,500		50,038		-		116,538
Michael D. Fuller		53,000		50,038		-		103,038
James J. Filler		76,000		50,038		-		126,038
Christopher J. Mettler		55,000		50,038		-		105,038
Hatton C. V. Smith		53,000		50,038		-		103,038
Irma L. Tuder 2		65,500		50,038		-		115,538

Name (a)		Fees earned or paid in cash (b)				Option Awards (d)				Total (h)
		($)				($)				($)
Stanley M. Brock, Chairman of the Board			28,200	(1)			0				27,950
Michael D. Fuller			28,200	(1)			0				27,950
James J. Filler			22,450				0				22,450
J. Richard Cashio			23,450	(1)			0				23,200
Hatton C. V. Smith			21,850				0				21,850

¹ Represents the grant date fair value of time-based restricted stock awarded on May 6, 2022 (625 shares valued at $80.06 per share, the closing price of the Company’s common stock on that date). All director restricted stock awards were outstanding on December 31, 2022. See Note 13 of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for information regarding assumptions made in the valuation of these awards. These awards have a one-year vesting term.

² Ms. Tuder’s cash compensation includes $6,500 in fees paid for service on the Huntsville advisory board.

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Includes $250 paid to each audit committee member in 2017 for an audit committee meeting that took place in 2016.

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OWNERSHIP OF SERVISFIRST COMMON STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of our common stock as of March 20, 2017February 22, 2023 by: (i) each of our directors; (ii) our named executive officers; (iii) all of our directors and our executive officers as a group; and (iv) each stockholder known by us to beneficially own more than 5% of our common stock. Except as otherwise indicated, each person listed below has sole voting and investment power with respect to all shares shown to be beneficially owned by him except to the extent that such power is shared by a spouse under applicable law. The information provided in the table is based on our records, information filed with the SEC and information provided to the company.Company.

Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership(2)				Percentage of Outstanding Common Stock (%)(3)				Amount and Nature of Beneficial Ownership					Percentage of Outstanding Common Stock (%)(2)
Five Percent Stockholders
Blackrock, Inc.(4)			5,001,599	(5)			9.47	%
Blackrock, Inc.(3)											7,607,180	(4)				14	%(4)
55 East 52nd Street New York, NY 10055
The Vanguard Group(6)(5)			2,942,769	(5)			5.57	%			5,389,904	(4)				9.92	%(4)
100 Vanguard Blvd. Malvern, PA 19355
Kayne Anderson Rudnick Investment Management LLC(6) 2000 Avenue of the Stars, Suite 1110 Los Angeles, CA 90067											2,800,588(4)					5.16	%(4)
Directors and Executive Officers
Thomas A. Broughton III			1,068,580	(7)(8)			2.02	%			809,489	(7)				1.49	%
Stanley M. Brock			890,420	(7)(9)			1.69	%
Irma L. Tuder											74,066	(8)				*
Michael D. Fuller			1,371,402	(10)			2.60	%			508,787	(9)				*
James J. Filler			1,349,606	(7)			2.56	%			1,372,331	(10)				2.52	%
J. Richard Cashio			745,820	(7)(11)			1.41	%			550,045	(11)				1.01	%
Hatton C. V. Smith			422,994	(7)				*			416,673	(12)				*
Christopher J. Mettler											22,190	(13)				*
William M. Foshee			391,502	(12)				*			287,977	(14)				*
Clarence C. Pouncey III			719,135	(13)			1.36	%
Rodney E. Rushing			454,600	(14)				*			420,815	(15)				*
Don G. Owens			0	(15)				*
Henry F. Abbott											7,994	(16)				*
All directors and executive officers as a group (10 persons)			7,414,059	(16)			14.04	%			4,470,367	(17)				8.22	%

___________________

*

Indicates ownership of less than 1% of outstanding common stock.

(1)

The address for all directors and executive officers is 850 Shades Creek Parkway, Suite 200,2500 Woodcrest Place, Birmingham, Alabama 35209.

(2)

Share numbers (and exercise price with respect to options) reflect a 3-for-1 stock split that occurred on July 16, 2014 and a 2-for-1 stock split that occurred on December 20, 2016.

(3)

Except as otherwise noted herein, the percentage is determined on the basis of 52,809,39654,398,249 shares of our common stock outstanding plus securities deemed outstanding pursuant to Rule 13d-3 promulgated under the Exchange Act. Under Rule 13d-3, a person is deemed to be a beneficial owner of any security owned by certain family members and any security of which that person has the right to acquire beneficial ownership within 60 days, including, without limitation, shares of our common stock subject to currently exercisable options.

(4) (3)

In a Schedule 13G13G/A filed January 30, 2017,23, 2023, Blackrock, Inc. reported having sole power to vote or to direct the vote of 4,914,8157,549,917 shares of common stock, shared power to vote or direct the vote of zero shares of common stock, sole power to dispose or direct the disposition of 5,001,5997,607,180 shares of common stock and shared power to dispose or to direct the disposition of zero shares of common stock. All information in this footnote was obtained from the Schedule 13G13G/A filed by Blackrock, Inc.

(5) (4)

Reflects shares reported on Schedule 13G as beneficially owned as of December 31, 2016.2022.

	(6) (5)	In a Schedule 13G13G/A filed February 13, 2017,9, 2023, The Vanguard Group reported having sole power to vote or direct the vote of 90,5160 shares of common stock, shared power to vote or direct to vote 2,89684,556 shares of common stock, sole power to dispose or direct the disposition of 2,851,5755,257,350 shares of common stock and shared power to dispose or to direct the disposition of 91,194132,554 shares of common stock. All information in this footnote was obtained from the Schedule 13G/A filed by The Vanguard Group.
	(6)	In a Schedule 13G filed February 14, 2023, Kayne Anderson Rudnick Investment Management LLC reported having sole power to vote or direct the vote of 631,905 shares of common stock, shared power to vote or direct to vote 2,089,899 shares of common stock, sole power to dispose or direct the disposition of 710,689 shares of common stock and shared power to dispose or to direct the disposition of 2,089,899 shares of common stock. All information in this footnote was obtained from the Schedule 13G filed by The Vanguard Group.Kayne Anderson Rudnick Investment Management LLC.

(7)

Except to the extent previously exercised, includes an option granted to each director on November 28, 2011 to purchase 60,000 shares of common stock for $5.00 per share which vested 100% after five years. Mr. Broughton previously exercised a portion of this option, acquiring 10,000 shares of common stock, leaving Mr. Broughton with an option to acquire 50,000 shares of common stock for $5.00 per share. Mr. Fuller previously exercised the entirety of this option, acquiring 60,000 shares of common stock. Does not include an option granted to each director on June 15, 2015 to purchase 13,000 shares of common stock for $18.57 per share which vests 100% after three years.

(8)

Includes 54,540 shares owned by Mr. Broughton’s spouse and 14,04054,986 shares of common stock owned by his two stepchildren, as tospouse. Also includes 497,812 shares held by a GRAT for the benefit of Mr. Broughton’s children, for which Mr. Broughton may still be deemed to beretains the beneficial owner.power of substitution. Does not include an option granted to Mr. Broughton on January 20, 2015 to purchase 20,000190,000 shares of common stock for $15.085 per share which vests 100% after five years. Does not include 13,800 shares of common stock owned by his adult daughter. Does not include 366,000 shares of common stock ownedheld by TAB2, LLC and 300,000 shares held by TAB3, LLC, which are managed by a limited liability company. Mr. Broughton no longer has a reportable beneficial interest in shares of common stock owned by TAB2, LLC.third party manager. Mr. Broughton disclaims beneficial ownership of common stock held by his spouse, his adult daughter, his two stepchildrenspouse.

SERVISFIRST BANCSHARES, INC. – Notice of 2023 Annual Meeting of Stockholders and TAB2, LLC. Mr. Broughton has pledged 27,000 shares to Business First Bank, Baton Rouge, as security for a line of credit.Proxy Statement

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(9) (8)

Does not include 73,500an option granted on October 15, 2018 to purchase up to 25,000 shares of common stock for $35.65 per share which vests 100% on October 15, 2023. Includes 42,215 shares owned by oneTuder Family, LLC, a limited liability company of Mr. Brock’s adult children, who does not live with Mr. Brockwhich the reporting person is a member and for whom Mr. Brock does not provide support. Mr. Brockmanager. The reporting person disclaims beneficial ownership of allthe Tuder Family, LLC shares not directly owned by him.except to the extent of her pecuniary interest therein.

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	(10) (9)	Includes 91,50093,052 shares of common stock held by Mr. Fuller’s spouse.
	(10)	Includes 151,500 shares Mr. Fuller disclaims beneficial ownership of such shares. Includes 869,936 shares held by Tyrol, Inc., which is owned by Mr. Fuller’s adult children. Mr. Fuller disclaims beneficial ownership of such shares. Mr. Fuller has pledged 364,372 shares to ServisFirst Bank.Filler owns jointly with his spouse.

(11)

Does not include 28,752 shares owned by Mr. Cashio’s adult daughter. Includes 184,000102,000 shares of common stock held by Mr. Cashio’s spouse. Mr. Cashio disclaims beneficial ownership of all shares not directly owned by him. Mr. Cashio has pledged 51,625 shares to ServisFirst Bank as security for a loan and 124,112 shares to J.P. Morgan as security for a line of credit.

	(12)	Mr. Smith has pledged 96,999 shares to ServisFirst Bank, as security for a line of credit.
	(13)	Does not include an option granted to Mr. Mettler on October 21, 2019 to purchase 25,000 shares of common stock for $33.90 per share which vests 100% after five years.
	(14)	Includes 24,000 shares held by Mr. Foshee’s spouse. Mr. Foshee disclaims beneficial ownership of such shares. Mr. Foshee has pledged 48,000 shares to Morgan Stanley and 39,500 shares to US Bank.
	(15)	Includes an option to purchase 30,000 shares at $4.165 per share granted to Mr. Foshee on February 16, 2010, 6,000 of which vested on February 16, 2014 and 24,000 of which vested on February 16, 2015. Includes an option granted on January 19, 2011 to purchase 15,000 shares of common stock for $4.165 per share which vested 100% on January 19, 2016. Includes an option to purchase 15,000 shares of common stock for $5.00 per share granted on February 21, 2012, which vested 100% on February 21, 2017. Mr. Foshee has pledged 34,000 shares to First National Bankers Bank and 48,000 shares to Morgan Stanley.

(13)

Includes 19,133 shares beneficially owned by Mr. Pouncey’s wife through a limited liability company, and 6,000 shares of common stock owned by the Pouncey Education Trust. Members of Mr. Pouncey’s immediate family are among the beneficiaries of the trust and the reporting person is trustee of the trust. Mr. Pouncey disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(14)

Includes an option granted on March 21, 2011 to purchase 150,000 shares of common stock for $5.00 per share which vested 100% on March 21, 2016. Does not include an option to purchase 15,00010,000 shares of common stock for $6.915 per share granted on February 10, 2014, which vestsvested 100% on February 10, 2021.

(15)

Does not include an option granted on October 31, 2012 to purchase up to 6,000 Includes 100,000 shares of common stock held in trusts for $5.00 per share which vests 100% on October 31, 2017.the benefit of Mr. Rushing’s daughters.

	(16)	Includes 500,000shares held through Mr. Abbott’s 401(k) account.
	(17)	Includes 10,000 shares obtainable within 60 days pursuant to the exercise of outstanding options or warrants.options.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Exchange Act requires the Company’sour Section 16 officers, directors and persons who own more than 10% of the Company’sour common stock to file reports of ownership and changes in ownership with the SEC.

Based solely upon information made available to us, we believe that each filing required to be made pursuant to Section 16(a) of the Exchange Act was timely Mr. Filler filed by our Section 16 officers and directors and the beneficial owners of more than 10% of our common stock, except for the following filings: (i) Mr. Richard Cashio had a late Form 4 filingreport on February 8, 2016 with respect to the acquisition of 700 shares of common stock that occurred on January 28, 2016, due to lack of sufficient trade information to timely make the filing; and (ii) Mr. Gregory Bryant had a late Form 4 filing on January 29, 2016 with respect to the grant by the company on January 25, 2016 of an option to acquire 25,000 shares of common stock and with respect to the award by the company on January 25, 2016 of 2,500 shares of restricted stock.April 24, 2022.

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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required under Section 14A of the Exchange Act, we provide our stockholders with an annual advisory vote on the compensation of our named executive officers. In 2017, our stockholders approved an annual advisory vote. At the 20162022 Annual Meeting, approximately 97%98.6% of the votes cast (which excludes broker non-votes) supportedwere in approval of our executive compensation program.

Our Compensation Committee reviewed the results of the advisory vote and did not implement any significant changes to our executive compensation as a result of the say-on-pay advisory vote. The Compensation Committee recognizes that effective practices evolve, and the committee will continue to consider changes as needed to keep our executive compensation program competitive and tightly linked to performance. See “Compensation Discussion and Analysis” for a detailed discussion of our executive compensation practices, philosophy and objectives.

Consistent with our stockholders’ preference and prevailing demand, we expect to hold an advisory vote on executive compensation every year. This year, we are asking stockholders to approve the following resolution:

RESOLVED, that the compensation paid to the company’sCompany’s named executive officers as disclosed in the Proxy Statement for the 20172023 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

The advisory vote will not be binding on the Compensation Committee or the boardBoard of directors.Directors. However, they will carefully consider the outcome of the vote and take into consideration any specific concerns raised by investors when determining future compensation arrangements.

The Board of Directors Unanimously Recommends a Vote “FOR”“FOR” the Resolution Approving the Compensation Paid to Our Named Executive Officers.

14SERVISFIRST BANCSHARES, INC. –Notice of 2017

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EXECUTIVE

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (CD&A)

This CD&A describes our executive compensation objectives and philosophy. It also describes our compensation program and reviews the compensation outcomes for fiscal 2016. Our “named executive officers” in 2016 were:

Thomas A. Broughton III, President and Chief Executive Officer

Clarence C. Pouncey III, Executive Vice President and Chief Operating Officer

William M. Foshee, Executive Vice President and Chief Financial Officer

Rodney E. Rushing, Executive Vice President and Executive for Correspondent Banking

Don G. Owens, Senior Vice President and Chief Credit Officer

2022. We are a bank holding company headquartered in Birmingham, Alabama. Our bank,Bank, founded in 2005, provides commercial banking services through 19 full-service banking offices located in Alabama, Georgia, North Carolina, South Carolina, Tennessee and Florida. We operate our bankBank using a simple business model based on organic loan and deposit growth, generated through high quality customer service, delivered by a team of experienced bankers focused on developing and maintaining long-term banking relationships with our target customers. Our strategy focuses on operating a limited and efficient branch network with sizable aggregate balances of total loans and deposits housed in each branch office. We strive to translate this business model and strategy into higher profits for our stockholders.

Our compensation program is intended to incentivize our named executive officers to pursue strategies and actions that promote both annual and longer-term value to stockholders, consistent with the intention of our business model. We have experienced accelerated growth

Compensation Philosophy and changeObjectives

---

In order to recruit, retain and appropriately incentivize the most qualified and competent individuals as executive officers, we strive to maintain a compensation program that not only is competitive in recent years — duringour market but that also provides our Compensation Committee with the last four years, we have takenflexibility to determine incentive compensation using a commonsense approach. Our Compensation Committee believes that the company public throughmost effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by us and the Bank, and which aligns executives’ interests with those of our initial public offering, increased our geographic footprint to include branch officesstockholders by rewarding performance, with the ultimate objective of improving stockholder value.

To reward both short- and long-term performance in South Carolina, Tennesseethe compensation program and Georgia, effectuated a 3-for-1 stock dividend and a 2-for-1 stock dividend and instituted a quarterly cash dividend while increasing our net income from approximately $34.4 million to approximately $81.5 million — and we believein furtherance of our compensation processes have been designedobjectives noted above, our executive officer compensation philosophy includes the following principles:

Compensation should be related to permit usperformance. The Compensation Committee believes that a significant portion of an executive officer’s compensation should be tied not only to individual performance, but also the Company’s performance measured against both financial and non-financial goals and objectives.

Incentive compensation should represent a significant portion of an executive officer’s total compensation. The Compensation Committee is committed to providing competitive compensation that reflects our performance and that of the individual officer or employee.

Compensation levels should be competitive. The Compensation Committee reviews available data to ensure that our compensation is competitive with that provided by other comparable companies. The Compensation Committee believes that competitive compensation enhances our ability to attract and retain executive officers. As discussed above, our Compensation Committee retained a compensation consultant during the highly skilled2020 fiscal year to complete a deep review of our compensation structure in order to ensure that our compensation remains competitive. Our Compensation Committee continues to utilize its compensation consultant for assistance in determining annual compensation. Our Compensation Committee reviewed and approved a peer group for compensation purposes and utilized said peer group to inform decisions regarding compensation levels for our named executive officers for 2022.

Incentive compensation should balance short-term and management staff who have been instrumentallong-term performance. The Compensation Committee seeks to achieve a balance between encouraging strong short-term annual results and ensuring our long-term viability and success. To reinforce the importance of balancing these perspectives, executive officers generally will be provided both short- and long-term incentives. Our Compensation Committee continued to utilize short-term and long-term compensation plans for its executives in 2022. All short-term compensation awards are performance-based, while long-term compensation awards are split between restricted stock awards and performance-based performance shares.

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Stockholder Approval

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At the 2022 Annual Meeting, approximately 98.6% of the votes cast (which excludes broker non-votes) were in approval of our executive compensation program. Our 2022 proxy statement included a discussion of the changes implemented for 2021, highlighting our Compensation Committee’s determination to provide our named executive officers with market rate compensation linked to performance. Our Compensation Committee reviewed the results of the advisory vote and believes the increase in the advisory approval percentage reflected stockholder approval of revised executive compensation structures. The Committee did not implement any additional changes to our past successesexecutive compensation as a result of the say-on-pay advisory vote. The Compensation Committee recognizes that effective practices evolve, and whothe Committee will be keycontinue to consider changes as needed to keep our future.executive compensation program competitive and tightly linked to performance.

Named Executive Officers

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	•	Thomas A. Broughton III, President and Chief Executive Officer
	•	Rodney E. Rushing, Executive Vice President and Chief Operating Officer
	•	William M. Foshee, Executive Vice President and Chief Financial Officer
	•	Henry F. Abbott, Senior Vice President and Chief Credit Officer

Each of our fivefour named executive officers also holdsheld the same position with the bank.Bank during fiscal 2022. Following the retirement of our long-time Chief Operating Officer at the end of 2020, our Board and management determined not to promote any other officer to serve as an executive officer of the Company. In accordance with Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended, our Board and management considered whether any of the executive officers of the Bank should be included as a named executive officer. The Bank’s executive officers, other than our named executive officers, do not serve in policy making roles, although our business model does provide for operational flexibility in our regional markets. All of suchour policy making functions are handled by our named executive officers. Therefore, we have not included any of our Bank executives as named executive officers.

All of our executive officers remainare employees of the bankBank for payroll and tax purposes. The board of directors ofBecause both the bank also has a compensation committee. At the time we became a bank holding company, our board of directors appointed a separate Compensation Committee consisting ofand the same individuals as theBank compensation committee of the bank, with the authority to determine the compensation of our Chief Executive Officer and, either independently or with other independent directors of the board, the compensation of our other executive officers, and to further administer any equity or other incentive plans. Because our officers, including Messrs. Broughton, Pouncey, Foshee, Rushing and Owens, remain employees of the bank for payroll and tax purposes, their compensation is set by the compensation committee of the bank, as a technical matter. However, such compensation is then approved by the bank’s board of directors and by our board of directors. Because both compensation committees consist of the same persons, as do both boardsBoards of directors,Directors, references herein to “our” or “the” Compensation Committee will be deemed to refer to our Compensation Committee and/or the bank’sBank’s compensation committee, as applicable.

2022 Business Results

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●

Net income available to common stockholders was $251.4 million for 2022, a 21% increase over net income of $207.7 million in 2021.

●

Diluted earnings per share were $4.61 for 2022, a 21% increase over 2021.

●

Average loans of $10.56 billion for 2022 increased $1.84 billion, or 21%, from 2021.

●

Average deposits of $11.83 billion for 2022 increased $625.2 million, or 6%, from 2021.

●

Net interest income of $471.1 million in 2022 increased 22% from 2021. Net interest margin of 3.32% in 2022 increased 38 basis points from 2.94% in 2021.

2022 Compensation Objectives

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During 2022, our Compensation Committee has retained Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, as an independent compensation consultant to conduct a compensation review for our four named executive officers. This review follows our prior engagement of Aon to conduct a comprehensive review in 2020. The objectives for our compensation program, along with the measures utilized to achieve such objectives, are set forth in the table below.

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Compensation Program Objective			Applicable Compensation Measures
Mix of pay elements reflects current market practice		●	Annual equity grants
		●	Performance-based annual incentive plan for short-term compensation
Increase executive pay levels to be more in line with market peer median, in order to attract and retain key talent		● ● ●	Increased base salaries of named executive officers Time-based restricted stock awards Annual incentive plan for short-term compensation
Emphasize performance-based and at-risk pay elements		●	Performance-share grants with vesting based on 3-year TSR performance compared with a peer group
		●	Annual incentive plan with defined performance goals for short-term compensation

Allocation of Compensation Elements – Pay for Performance

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For fiscal year 2022, an average of 37.5% of our named executive officers’ compensation was in annual short-term cash incentives which, as described below, are performance-based awards. With the exception of Mr. Abbott, an average of 22% of our named executive officers’ compensation consisted of long-term equity-based incentives, 50% of which are performance-based. The following table illustrates the percentage of each named executive officer’s total compensation, as reported in the “Summary Compensation Table,” related to base salary, annual short-term cash incentives and long-term equity-based incentives:

		Percentage of Total Compensation (Fiscal Year 2022)(1)
Named Executive Officer		Annual Base Salary				Annual Short Term Cash Incentives				Equity-Based Incentives				Perquisites and Benefits
Thomas A. Broughton III, Principal Executive Officer (“PEO”)			27	%			45	%			26	%			2	%
Rodney E. Rushing			41				36				19				4
William M. Foshee, Principal Financial Officer (“PFO”)			43				32				20				4
Henry F. Abbott			49				37				9				6

(1)

Total percentages may not equal 100% due to rounding.

Role of Compensation Committee

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The Compensation Committee is responsible for the design, implementation and administration of the compensation programs for our executive officers and directors. The Compensation Committee completed the following actions relative to 2022 executive compensation:

	•		Reviewed and approved base salary increases based on materials provided by its compensation consultant.
	•		Reviewed and approved the 2022 compensation peer group.
	•		Reviewed and approved the adoption of 2022 performance objectives under the annual incentive plan.

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	•		Reviewed and approved 2022 equity grants and performance criteria for performance share units, including identification of 2022 performance share peer group.
	•		Reviewed contractual arrangements for named executive officers (“NEOs”).
	•		Reviewed the Company’s compensation philosophy.
	•		Determined annual awards for NEOs for 2022 performance and approved the payment of such awards in 2023.

No executive officers of the companyCompany make any recommendations to the Compensation Committee or participate in any way regarding the compensation of other executive officers, other than theour President and Chief Executive Officer, Mr. Broughton. The Compensation Committee consults with Mr. Broughton to gain a better insight into the performance of the executive team as a basis for the Compensation Committee’s determinations regarding executive compensation. While the Compensation Committee consults with Mr. Broughton, the Compensation Committee makes its decisions independently.

Role of Compensation PhilosophyConsultant

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As permitted by the Compensation Committee charter, the Committee periodically engages an independent outside compensation consultant to advise the Committee on executive compensation matters. In 2020, the Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, to provide executive compensation consulting services. Pursuant to the terms of its retention, Aon reported directly to the Compensation Committee, which retains sole authority to select, retain, terminate, and Objectives

In order to recruit, retainapprove the fees and appropriately incentivizeother retention terms of its relationship with Aon.

During 2022, Aon assisted the most qualified and competent individuals as executive officers, we strive to maintain a compensation program that not only is competitive in our market but that also provides our Compensation Committee with the following:

	•		Assisted the Committee with a review of named executive officer compensation.
	•		Assisted the Committee with evaluation of its incentive programs for 2022.
	•		Assisted with the compilation of the 2022 Peer Group.
	•		Assisted the Committee in its preparation of compensation disclosures as required under Regulation S-K with respect to this proxy statement including this Compensation Discussion and Analysis and associated tables and disclosures included herein by reference.

The Committee evaluated Aon’s analysis and recommendations alongside other factors when making compensation decisions affecting our 2022 executive compensation.

In 2022, the Committee reviewed its relationship with Aon. Considering all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended, the Committee determined that it is not aware of any conflict of interest that has been raised by the work performed by Aon. 

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Elements of our Compensation Program

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The following table outlines the major elements of 2022 total compensation for our executives:

Compensation Element		Description and Purpose		Link to Performance		Fixed/ Performance Based		Short/Long- Term
Base Salary		Helps attract and retain executives through periodic payments of market-competitive base pay		Based on individual performance, experience, and scope of responsibility. Used to establish cash and equity incentive award opportunities.		Fixed		Short-Term
Annual Short-Term Incentives		Encourages achievement of financial performance metrics that create near-term stockholder value		Ties the executive’s compensation directly to factors that we believe are important to the success of the Company.		Performance Based		Short-Term
				Performance metrics include loan growth and earnings per share. Loan growth is integral to the future success of the Company, while earnings per share aligns executive pay with overall Company success.
				Annual short-term incentives are paid in cash.
Long-Term Equity Incentive Awards		Aligns long-term interests of executives and stockholders while creating a retention incentive through multi-year vesting		Restricted stock awards are time-vested over three years. Performance share awards are determined based on Company TSR over a 3-year period as compared to the custom 2022 Peer Group.		Fixed & Performance Based		Long-Term
Change in Control Agreements		Provides protection to our named executive officers in the event we are subject to a change in control.		- -		Fixed		Long-Term
Endorsement Split-Dollar Agreements		Bank-owned life insurance on Messrs. Broughton, Rushing and Foshee. Designed to provide a long-term retention incentive for the named executives, along with generating a favorable return for the Bank.		- -		Fixed		Long-Term
Other Compensation		Dividend equivalents on restricted stock units, limited perquisites and health and welfare benefits on the same basis as other employees		Dividend equivalents on restricted stock units further enhance the executive’s link to stockholders by ensuring they share in the distribution of income generated from ongoing financial performance.		Fixed & Performance Based

Key Compensation Policies and Supplemental Information

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Robust Clawback Policy:In the event the Company is required to restate financial results, the Compensation Committee may adjust future compensation, cancel outstanding stock or performance-based awards, or seek recoupment of previous awards from Company officers.

Significant Executive Investment in Company Stock:Long-term stock ownership is deeply engrained in our culture, and it reflects our Board’s strong commitment to the Company’s success. For more information, see “Corporate Governance—Governance Practices—Stock Ownership of Board and Executives.”

Restrictions on Hedging or Pledging Company Stock: Executive officers and directors of the Company are not permitted to use options, contracts or other arrangements to hedge their holdings of Company stock. They also are prohibited from pledging Company stock as security for loans without approval from our Insider Trading Compliance Officer. Historically, our Insider Trading Compliance Officer has approved limited pledging arrangements in order to allow our executive officers to retain their Company stock in light of our stock’s strong market performance since our initial public offering in 2014.

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Peer Group Benchmarking

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For 2022 compensation determinations, the Compensation Committee (with assistance from its independent compensation consultant, Aon selected a benchmark group of publicly-traded financial institutions to use in assessing the compensation of our executive officers and directors. The peer group data is used by our Compensation Committee as information about pay levels and practices of similarly-sized financial institutions in the areas we compete for key talent. This information guides our Compensation Committee in providing a competitive level of total compensation to our executive officers while also maintaining “common sense” flexibility to determine incentive compensation using a common sense approach. where necessary.

Our Compensation Committee believes thatutilized the most effective executivefollowing criteria to select a peer group for use in 2022 compensation, program is one that is designedwhile also giving consideration to rewardwhether the achievement of specific annual, long-term and strategic goals by us and the bank, and which aligns executives’ interests with those of our stockholders by rewarding performance,selected peers had business models compatible with the ultimate objective of improving stockholder value.Company’s business model:

●

Total Assets between $7.3 - $30 billion

●

Not located in Mountain Pacific or Northeast regions

●

Located within a top 300 Metropolitan Statistical Area

●

Commercial loans comprise more than 60% of the total loan portfolio

●

Individual consideration given for business model compatibility

Our board and Compensation Committee have found that people do what you incentivize themalso utilized a proprietary database from Aon when making compensation determinations for our Chief Credit Officer, Mr. Abbott. The 2022 benchmark group of publicly-traded financial institutions used to do. We believe that it isset 2022 compensation (the “2022 Peer Group”) included the following companies:

				Total Assets LTM as of 9/30/2021
Company Name	Ticker	City	State	($000)
Bank OZK	OZK	Little Rock	AR	27,162,596
Ameris Bancorp	ABCB	Atlanta	GA	20,438,638
Atlantic Union Bkshs Corp.	AUB	Richmond	VA	19,628,449
Independent Bk Group Inc.	IBTX	McKinney	TX	17,753,476
Trustmark Corp.1	TRMK	Jackson	MS	16,551,840
WesBanco, Inc.	WSBC	Wheeling	WV	16,425,610
First Financial Bancorp.	FFBC	Cincinnati	OH	15,973,134
TowneBank	TOWN	Portsmouth	VA	14,626,444
International Bancshares Corp.	IBOC	Laredo	TX	14,029,467
WSFS Financial Corp.	WSFS	Wilmington	DE	14,333,914
Provident Financial Services	PFS	Jersey City	NJ	12,919,741
Sandy Spring Bancorp Inc.	SASR	Olney	MD	12,798,429
First Busey Corp.	BUSE	Champaign	IL	10,544,047
Enterprise Financial Services	EFSC	Clayton	MO	9,751,571
First Financial Bankshares	FFIN	Abilene	TX	10,904,500
Eagle Bancorp Inc	EGBN	Bethesda	MD	11,117,802
Veritex Holdings Inc.	VBTX	Dallas	TX	8,820,871
Lakeland Bancorp	LBAI	Oak Ridge	NJ	7,664,297
ConnectOne Bancorp Inc.	CNOB	Englewood Cliffs	NJ	7,547,339
Amerant Bancorp Inc.	AMTB	Coral Gables	FL	7,770,893

The 2022 Peer Group added the following companies: Bank OZK; WesBanco Inc.; International Bancshares Corp.; First Busey Corp.; and First Financial Bankshares. The 2022 Peer Group does not include the following companies previously included in the 2021 Peer Group: First Midwest Bancorp Inc.; Kearny Financial Corp.; Univest Financial Corp.; Allegiance Bancshares Inc.; Peapack-Gladstone Financial; and Bryn Mawr Bank Corp.

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When determining compensation for our executive officers for 2022, our Compensation Committee considered the median range of paramount importancetotal compensation and components of compensation for the comparable roles within the 2022 Peer Group companies. As discussed above, our Compensation Committee did not seek to be careful when setting absolute incentiveset compensation goals.at specific target levels as compared to the 2022 Peer Group. Instead, our Compensation Committee is thoughtful aboutused the objective performance measures it usesinformation provided by the 2022 Peer Group to incentivize executive officers and, when determining the incentiveassess compensation of each executive, our Compensation Committee considers all available information, including the company’s overall performance.

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The Compensation Committee believes that executive compensation packages should include cash, annual short-term cash incentives and long-term equity based incentives that reward performance as measured against established company, business unit and individual goals. These goals may include any number of criteria and may be unique to the particular executive officer based upon his or her duties, but the criteria typically include net income, asset growth and deposit growth and contain a credit quality component, in addition to considering such executive officer’s personal production. Above all, though, the Compensation Committee endeavors to use a common sense approach when determining incentive compensation and establishing incentive goals. To our Compensation Committee, a “common sense approach” means maintaining a compensation program that adapts to the circumstances and performance of each executive officer, considers the performance in the area of responsibility of such officer, including the achievement of established performance measures, and takes into account the company’s overall performance.

Additionally, the Compensation Committee believes that we should offer competitive benefit plans, including health insurance and a 401(k) plan. We also have entered into change in control agreements that apply to particular circumstances where we believe it is important to ensure the retention of certain key executives during the critical period immediately preceding a change in control, if and when applicable.

The Compensation Committee evaluates both performance and compensation to ensure that we maintain our ability to attract, retain and properly incentivize superior employees in key positions and that compensation provided to the named executive officers and other officers remains competitive relative to the compensation paid to similarly situated executives of our peers. Although our Compensation Committee has not designated a specific peer group for this purpose, it relies on general information about similarly sized financial institutions in similar markets. In addition, the Compensation Committee retains compensation consultants from time to time in order to obtain detailed comparisons of our executive compensation as compared to our similarly sized competitors. The Compensation Committee did not retain a compensation consultant during 2016, but it plans to retain compensation consultants again in future years.

All of our named executive officers received stock options and were encouraged to purchase our stock when they joined the company. We want each of our executive officers to think like a stockholder, which means we want all of our executive officers to be substantial stockholders so that their interests are aligned with those of our other stockholders.

The fundamental purpose of our executive compensation program is to assist us in achieving our financial and operating performance objectives. Specifically, our compensation program has two basic objectives:

to attract, retain and motivate our executive officers by fairly compensating them, which includes rewarding executives upon the achievement of measurable company, business unit and individual performance goals; and

to align each executive’s interests with the creation of stockholder value — that is, we want our executives to be “long our stock” rather than “long a paycheck.”

Elements of our Compensation Program

Base salary:  This element is intended to directly reflect an executive’s job responsibilities and his or her value to us. We also use this element to attract and retain our executives and, to some extent, acknowledge each executive’s individual efforts in furthering our strategic goals.

Annual short-term cash incentives:  This annual cash incentive is one of the performance-based elements of our compensation. It is intended to motivate our executiveslevels and to provide a current reward for short-term (annual) measurable performance.

Equity-based incentives:  The grantcompetitive level of stock options and/or other equity-based incentive compensation is the method we use to align the interests of our named executive officers with the interests of our stockholders, which is another element of performance-based compensation.

Perquisites and benefits:  These benefits and plans are intended to attract and retain qualified executives, by ensuring that our compensation program is competitive and provides an adequate opportunity for retirement savings. We believe that, to a limited degree, these programs tend to reward long-term service or loyalty to us.

Change in control agreements:  These agreements, or comparable provisions in an employment or similar agreement, provide a form of severance payable in the event we are the subject of a change in control. They are primarily intended to align the interests of our executives with our stockholders by providing for a secure financial transition in the event of termination in connection with a change in control.

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General Compensation Policies

To reward both short- and long-term performance in the compensation program and in furtherance of our compensation objectives noted above, our executive officer compensation philosophy includes the following principles:

Compensation should be related to performance.  The Compensation Committee believes that a significant portion of an executive officer’s compensation should be tied not only to individual performance, but also the company’s performance measured against both financial and non-financial goals and objectives.

Incentive compensation should represent a portion of an executive officer’s total compensation.  The Compensation Committee is committed to providing competitive compensation that reflects our performance and that of the individual officer or employee.

Compensation levels should be competitive.  The Compensation Committee reviews available data to ensure that our compensation is competitive with that provided by other comparable companies. The Compensation Committee believes that competitive compensation enhances our ability to attract and retain executive officers.

Incentive compensation should balance short-term and long-term performance.  The Compensation Committee seeks to achieve a balance between encouraging strong short-term annual results and ensuring our long-term viability and success. To reinforce the importance of balancing these perspectives, executive officers generally will be provided both short- and long-term incentives. Prior to 2009, we provided our executive officers, non-employee directors and employees with the means to become stockholders and to share accretion in value with our external stockholders through our 2005 Amended and Restated Stock Incentive Plan. In 2009, we continued that process through the adoption and approval by our stockholders of our 2009 Stock Incentive Plan, which was amended and restated in 2014. The Compensation Committee does not make automatic equity grants each fiscal year, preferring instead to utilize such grants on an as-needed basis to provide additional long-term incentives. Such equity long-term incentives historically have not vested immediately, but rather require the officers and directors that receive such grants to earn them over a period of years with the company.

The Compensation Committee does not use a specific formula to determine the amount allocated to each element of compensation. Instead, the Compensation Committee analyzes the total compensation paid to each executive and makes individual compensation decisions as to the mixture between base salary, annual short-term cash incentives and equity-based incentives. To date, in determining the amount or mixture of compensation to be paid to any executive, the Compensation Committee has not considered any severance payment to be paid under an employment agreement or change in control agreement or any equity-based incentives previously awarded. Further, because of the significant stock ownership of all but one offor our named executive officers, the Compensation Committee has not adopted any specific stock ownership or holding guidelines that would affect such determinations.executives.

For fiscal year 2016, an average of 40.16% of our named executive officers’ compensation was in annual short-term cash incentives which, as described below, are largely performance-based awards. None of our named executive officers’ compensation was in long-term equity-based incentives or stock options for fiscal year 2016. The following table illustrates the percentage of each named executive officer’s total compensation, as reported in the “Summary Compensation Table” below, related to base salary, annual short-term cash incentives and long-term equity-based incentives:

		Percentage of Total Compensation (Fiscal Year 2016)
Named Executive Officer		Annual Base Salary				Annual Short Term Cash Incentives				Equity-Based Incentives				Perquisites and Benefits
Thomas A. Broughton III, Principal Executive Officer (“PEO”)			41.62	%			52.03	%			0	%			6.35	%
William M. Foshee, Principal Financial Officer (“PFO”)			56.73	%			36.71	%			0	%			6.56	%
Clarence C. Pouncey III			58.07	%			36.55	%			0	%			5.38	%
Rodney E. Rushing			58.05	%			34.87	%			0	%			7.08	%
Don G. Owens			70.34	%			20.79	%			0	%			8.87	%

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Chief Executive Officer Compensation

The compensation of Thomas A. Broughton III, our President and Chief Executive Officer, is discussed throughout the following paragraphs. The Compensation Committee establishes Mr. Broughton’s compensation package each year with the intent of providing compensation designed to retain Mr. Broughton’s services and motivate him to perform to the best of his abilities. Mr. Broughton’s 2016 base salary and incentive compensation reflect the Compensation Committee’s and our board’s determination of the total compensation package necessary to meet this objective.

Annual Base Salary

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The

Our Compensation Committee endeavors to establish base salary levels for executives that are consistent and competitive with those provided for similarly situated executives of other similar financial institutions, taking into account each executive’s areas and level of responsibility.

For the year ended December 31, 2016, the Compensation Committee increased the

Each of our named executive officers received an increase in their base salaries for 2022, effective as of their work anniversary date. The 2021 base salaries of our named executive officers were, on average, 25% below the 2022 Peer Group median (or, in the case of Mr. Abbott, the median for similar positions in the Aon proprietary database). The 2022 base salary increases are intended to continue the process of aligning our NEO salaries with those of our peers, but we note that the increases were not sufficient to bring any of these salary figures to the median of the 2022 Peer Group salary range.

Named Executive Officer	2021 Annual Base Salary		2022 Annual Base Salary		% Change
Thomas A. Broughton III, Principal Executive Officer (“PEO”)	$	675,000	$	700,000		3.7	%
Rodney E. Rushing		375,000		400,000		6.7	%
William M. Foshee, Principal Financial Officer (“PFO”)		340,000		350,000		2.9	%
Henry F. Abbott		225,000		232,000		3.1	%

Annual Incentive Compensation

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In 2021, our Board and Compensation Committee adopted an annual incentive plan administered by the Committee. The adoption of a performance-based annual incentive plan accomplished two goals: (1) tied short-term compensation for our named executive officers to specific Company performance metrics; and (2) provided a mechanism for delivery of additional cash compensation to our named executive officers in a manner that is recognized as follows:a best practice in the market. The annual incentive plan provides a framework for annual or short-term cash incentive award opportunities for our executive officers and key employees. Prior to or shortly after the beginning of each performance period, our Compensation Committee establishes the specific performance goals and designates each participant’s target award under the plan.

•

CEO:SERVISFIRST BANCSHARES, INC. To $400,000 from $375,000, an increase– Notice of 6.67%;

•

CFO:  To $255,000 from $245,000, an increase2023 Annual Meeting of 4.08%;Stockholders and Proxy Statement

•

COO:  To $286,000 from $275,000, an increase of 4.00%;

•

Executive for Correspondent Banking:  To $273,000 from $260,000, an increase of 5.00%; and

•

CCO:  To $203,000, from $194,688, an increase of 4.27%.

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None

For 2022, each of our named executive officers have employment agreements. See “Potential Payments Upon Termination or Changewas named as a participant in Control” below for a more detailed discussion.

Annual Short-Term Cash Incentive Compensation

For the year ended December 31, 2016,annual incentive plan, with target awards approved by the Committee as follows:

Named Executive Officer		Target Award (as a % of base salary)				Target Award ($)
Thomas A. Broughton III, Principal Executive Officer (“PEO”)			105	%		$	735,000
Rodney E. Rushing			50	%			200,000
William M. Foshee, Principal Financial Officer (“PFO”)			50	%			175,000
Henry F. Abbott			50	%			116,000

Performance Objectives

Our Compensation Committee relied on variousutilized two performance measurements for defining executive officer cash incentive compensationobjectives for the named executive officers which included, among others, our net income, asset growth and2022 annual incentive plan: loan growth, the executive’s individual productionexcluding Paycheck Protection Program (“PPP”) loans; and our asset quality. Eachearnings per share. Our business model depends on organic loan growth, so thirty percent (30%) of the total performance measurementsobjective was applied and determined atweighted to loan growth. PPP loans were excluded from the discretioncalculation of total loan growth so as not to skew the results based on a short-term government program. Our Compensation Committee allocated 70% of the Compensation Committee. The potential award level for Mr. Broughton is purely discretionary, but the potential cash award level for each of our other named executive officers is generally limitedannual incentive to 50% of their respective base salaries. The Compensation Committee also has discretionary authorityearnings per share in order to establish “stretch” performance goals for individual officers, potentially allowing for cash incentive compensation in excess of 50% of an officer’s base salary. In 2016, the Committee established such “stretch” goals for Messrs. Foshee, Pouncey and Rushing, meaning that each of such officers had the opportunity to earn cash incentive compensation of 60% or more of their respective base salaries. Mr. Owens has “stretch” performance goals that would potentially allow for cash incentive compensation of 30% of his base salary. We do not have any contractual obligations to provide the opportunity to earn specified levels of cash incentive compensation or to limit cash incentive compensation to a specified percentage, and thus such determination is entirely within the discretion of the Compensation Committee. The Compensation Committee makes a determination of awards based on the information available to it at the time the award is made. As discussed in more detail in “Corporate Governance — Other Governance Practices — Incentive Compensation Clawback Policy,” our board adopted a Clawback Policy to recover awards or payments if the relevant company performance measures upon which they are based are restated in a manner that would reduce the size of an award or payment.

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Although the achievement of any of the specific and objective numerical targets set by the Compensation Committee does not alone ensure an incentive compensation award, the Compensation Committee believed that, based upon our overall performance and the specific individual performance levels ofincentivize our named executive officers itto work towards results that directly benefit our stockholders in the near term. In order to balance the potential risk of incentivizing annual loan growth, a credit quality modifier consisting of the ratio of nonperforming assets to total loans was appropriateutilized. While growth under our organic business model depends upon loan growth, our annual incentive plan for 2022 was structured so that loan growth incentives also include a component of careful analysis of credit quality when entering into new loan relationships.

Our 2022 performance objectives for the annual incentive plan, the assigned weight for each performance objective and the threshold, target and maximum performance level for each objective are set forth in the table below, along with our 2022 actual performance:

		2022 Performance Levels
		50%	100%	150%
Performance Objective	Overall Weight	Threshold	Target	Maximum	2022 Actual
Loan Growth 1	30%	12%	14%	16%	26%
Earnings per Share	70%	$3.95	$4.10	$4.25	$4.63

¹ Loan growth excludes PPP loans. The table below summarizes the reconciliation of Total loans to provide significant cashLoans, excluding PPP loans, for each of the years ending December 31, 2021 and December 31, 2022.

		For the Year Ended December 31, 2021				For the Year Ended December 31, 2022
		(In Thousands)
Total loans		$	9,532,934			$	11,687,968
Less PPP loans			230,184				1,951
Total loans, excluding PPP loans		$	9,302,750			$	11,686,017

Credit Quality Modifier and Discretionary Adjustments

Our annual incentive bonusesplan included a credit quality modifier based on the ratios of Non-performing Assets to allTotal Assets. The below table sets forth the potential modifier based on the ratio achieved for 2022:

Credit Quality Modifier	No Adjustment	50% Reduction	75% Reduction	100% Reduction	2022 Actual
NPAs/Total Assets	<1.50%	1.50%	1.75%	2.00%	0.12%

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Annual Incentive Plan Award Opportunities

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The Compensation Committee established the annual incentive plan award opportunities for our named executive officers as a percentage of base salary. Target award opportunities were designed to provide for 2016. Accordingly,total cash compensation that rewards executives for successful achievement of growth in both loans and earnings per share while being competitive with total cash compensation among our peers. The potential annual incentive award payments, expressed as a percentage of base salary, were as follows:

Named Executive Officer	Threshold as a % of Base Salary (%)	Threshold Incentive Payment ($)	Target as a % of Base Salary (%)	Target Incentive Payment ($)	Maximum as a % of Base Salary (%)	Maximum Incentive Payment ($)
Thomas A. Broughton	52.5%	$367,500	105%	$735,000	157.5%	$1,102,500
Rodney E. Rushing	25	100,000	50	200,000	75	300,000
William M. Foshee	25	87,500	50	175,000	75	262,500
Henry F. Abbott	25	58,000	50	116,000	75	174,000

Threshold, target and maximum incentive payments in the chart above are based on base salaries effective at year-end 2022.

Annual Incentive Plan Award Payouts

The payout level under our annual incentive plan in 2022, based on actual results of the two performance objectives, was 150% of the target payout level. We had a ratio of NPAs/Total Assets of 0.12% as of December 31, 2022, so there was no reduction of annual incentive payments as a result of the credit quality modifier.

The Company enjoyed exceptional results for the year ended December 31, 20162022, achieving nearly twice the loan growth required to attain the maximum performance level for loan growth and based uponexceeding the maximum performance level for earnings per share set for our 2022 annual incentive awards by 9%. In addition, our asset quality remained very high. Our Compensation Committee and Board credit Messrs. Broughton and Rushing for the achievement of these exceptional results. As a result of these outstanding results, our Board elected to exercise its discretion to increase Mr. Broughton’s maximum annual incentive award by $67,000 and Mr. Rushing’s maximum annual incentive award by $50,000. Messrs. Foshee and Abbott also received small increases in excess of their maximum incentive award amount.

Named Executive Officer	2022 Award ($)	Award as % of Target(1)	Award as % of Base Salary(1)
Thomas A. Broughton	$1,170,000	159.2%	167.1%
Rodney E. Rushing	350,000	175.0	87.5
William M. Foshee	263,000	150.3	75.1
Henry F. Abbott	175,000	150.9	75.4
(1) Percentages are rounded to the nearest tenth of a percent.

Equity-Based Incentive Compensation

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Our Compensation Committee made annual equity grants to our named executive officers in order to be competitive with market best practices, to align executives with stockholders and to address potential retention concerns. With the exception of Mr. Abbott annual equity-based incentive awards are composed 50% of time-based restricted stock grants and 50% of performance-based performance share units. Mr. Abbott’s equity award consisted of a single time-based restricted stock grant. Time-based restricted stock awards are intended to aid in retention of our named executive officers, while performance share awards reward our named executive officers for delivering total shareholder returns in the highest percentile when compared against our peer companies.

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On January 24, 2022, the Board approved the Committee’s grants of time-based restricted stock and performance share units for 2022.

Named Executive Officer	Time-based Restricted Stock (#)	Fair Value of 2022 Restricted Stock Award ($)	Target Performance Share Units (#)	Fair Value of 2022 Performance Share Units ($)	Total Target Award Value ($)
Thomas A. Broughton III, Principal Executive Officer (“PEO”)	4,341	$367,529	4,341	$323,491	$691,000
Rodney E. Rushing	1,182	100,068	1,182	88,083	188,151
William M. Foshee, Principal Financial Officer (“PFO”)	1,034	87,538	1,034	77,054	164,592
Henry F. Abbott	500	42,330	---	---	42,330

With the exception of Mr. Abbott, the time-based restricted stock vests one-third per year on the first three anniversaries of the grant date, provided that the executive remains employed through the applicable vesting date. Mr. Abbott’s time-based restricted stock vests 100% on the fifth (5^th) anniversary of the grant date. The performance shares represent the opportunity to earn shares of our common stock after a three-year period, subject to the executive’s continued employment through the end of the performance period.

The number of performance shares earned shall be determined by reference to the Company’s TSR relative to the 2022 Peer Group over the performance period commencing on January 1, 2022 and ending on December 31, 2024 (the “Performance Period”).

Depending on our TSR percent rank relative to the 2022 Peer Group, our named executive officers may earn between 0% and 150% of the Target number of performance shares set forth in the above table corresponding to the Company’s attainment of the specific objective numerical targets, our overall performance and such officers’ individual performance for 2016,TSR percent rank relative to the Compensation Committee awarded the cash incentive compensation2022 Peer Group as set forth in the table below.below on the last day of the Performance Period. The named executive officers shall receive shares of our common stock with respect to the number of earned performance shares (and related dividend equivalents thereon, which will be presumed to have been reinvested in shares of our common stock on each ex-dividend date).

Performance Level	Company Percent Rank Relative to 2022 Peer Group		Number of Performance Shares Earned
Threshold	35th Percentile		50% of Target
Target	50th Percentile		100% of Target
Maximum	75th Percentile		150% of Target

The table below details, for each named executive officer, the range of cash incentive compensation each was eligible to earn (expressed as a percentage of base salary), cash incentive compensation paid as a percentage of base salaryperformance shares earned if our TSR Percent Rank Relative to the 2022 Peer Group is between Threshold and cash incentive compensation paid for 2016 performance.

Name		2016 Incentive Range (%)				2016 Incentive as a Percentage of Base Salary (%)				2016 Incentive Paid ($)
Thomas A. Broughton III			None				125.00%			$	500,000
William M. Foshee			0% – 60%				64.71%			$	165,000
Clarence C. Pouncey III			0% – 60%				62.94%			$	180,000
Rodney E. Rushing			0% – 60%				60.07%			$	164,000
Don G. Owens			0% – 30%				29.56%			$	60,000

Equity-Based Incentive Compensation

In general, we have granted stock options toTarget or between Target and Maximum shall be determined by linear interpolation. Notwithstanding the foregoing, if our executive officers only in connection with their initial hiring, but with vesting schedules designed to enhance their retention and align their interests with those of our stockholders. These stock options generally vest within seven years from their date of grant, with many grants not beginning to vest until three years following their date of grant. However, in recognitionTSR at the end of the contributions made byPerformance Period is negative, then the maximum number of performance shares that can be earned is the Target number of performance shares, regardless of how our Chief Executive Officer, Mr. Broughton has received both stock options and restricted stock awards from timeTSR compares to time. Mr. Foshee, our Chief Financial Officer, has also received additional stock option grants since his initial hiring. Nonethe 2022 Peer Group at the end of the Performance Period. This mechanism is intended to prevent our named executive officers received grantsfrom receiving more than the Target number of stock-based awards duringperformance shares if our TSR at the year ended December 31, 2016. See “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End” for a detailed descriptionend of the vesting schedulesPerformance Period is negative, even if such TSR exceeds 50% of each of the options grantedour 2022 Peer Group.

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2021 Performance Share Award Performance

Our 2021 performance share awards to theour named executive officers that were outstanding atremain outstanding. The number of performance shares earned shall be determined by reference to the Company’s TSR relative to the 2021 Peer Group over the performance period commencing on January 1, 2021 and ending on December 31, 2016.2023 (the “2021 Performance Period”).

Depending on our TSR percent rank relative to the 2021 Peer Group, our named executive officers may earn between 0% and 150% of the Target number of performance shares set forth in the above table corresponding to the Company’s attainment of the TSR percent rank relative to the 2021 Peer Group on the last day of the 2021 Performance Period. As of December 31, 2022, the Company’s TSR percent rank relative to the 2021 Peer Group exceeded the 75^th percentile, which, if maintained as of the end of the 2021 Performance Period, would entitle our named executive officers to 150% of the Target 2021 performance shares awarded.

Our Stock Incentive Plans allowPlan allows for the accelerated vesting of equity awards in the event of a change in control. In general, under these Plansthis Plan a “change in control” means a reorganization, merger or consolidation of the companyCompany or the bankBank with or into another entity where our stockholders before the transaction own less than 50% of our combined voting power after the transaction, a sale of all or substantially all of our assets or a purchase of more than 50% of the combined voting power of our outstanding capital stock in a single transaction or a series of related transactions by one “person” (as that term is used in Section 13(d) of the Exchange Act) or more than one person acting in concert.

Peer Group

The 2022 benchmark peer group used to determine 2022 performance share unit awards and assess the Company’s TSR performance is the same 2022 Peer Group previously identified.

Change in Compensation Structure for 2023

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Annual Base Salary. Our compensation consultant prepared a revised compensation study in December 2022. Our Compensation Committee, following a review of such compensation study, approved base salary increases for each of our named executive officers, effective as of their work anniversary date. The base salaries of our named executive officers remain below peer group median and the increases below are intended to align the salaries of our named executives with competitive market levels.

Named Executive Officer		2022 Annual Base Salary				2023 Annual Base Salary				% Change
Thomas A. Broughton III, Principal Executive Officer (“PEO”)		$	700,000			$	721,000				3.0	%
Rodney E. Rushing			400,000				425,000				6.3	%
William M. Foshee, Principal Financial Officer (“PFO”)			350,000				361,000				3.1	%
Henry F. Abbott			232,000				239,000				3.0	%

Severance and Change in Control

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We

Prior to 2021, only Mr. Foshee and our former Chief Operating Officer had change in control severance agreements in place with the Company. All of our named executive officers are at-will employees and do not have an employment or other agreementagreements with Messrs. Broughton, Rushing or Owensthe Company. When reviewing the compensation of our named executive officers as compared with our 2021 Peer Group, we determined that would require us to pay them severance payments upon termination of employment. We have enteredfinancial institutions in the markets in which we operate routinely enter into change in control agreements with their named executives. We believe that reasonable severance benefits are appropriate to protect our named executive officers in the event of a change in control. Given the prevalence of such agreements among our peers, we also view change in control agreements as a benefit that will assist in our retention of our most talented officers.

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As of February 25, 2021, we entered into Change in Control Agreements with each of our named executive officers. Each of these agreements provides the officer with certain employment protections for a two-year period following a change in control of the Company (the “Protected Period”). The Change in Control Agreements are “double-trigger” agreements, meaning that an executive’s employment must be terminated during the Protected Period in order to receive benefits under the agreement. If the officer’s employment is terminated during the Protected Period without Cause or by the officer with Good Reason (as those terms are defined in the Change in Control Agreements), the officer would be entitled to receive, among other benefits: (1) a cash severance payment equal to a specific multiple (2.99x for Mr. Broughton, 2x for each of Messrs. Foshee and Rushing, and 1.5x for Mr. Pouncey.Abbott) of the sum of (a) the officer’s base salary at the time of termination, and (b) the average cash bonus paid to the officer over the prior three years; and (2) a pro-rata bonus for the fiscal year in which the termination occurs. Each of the named executive officers would also be entitled to receive a lump sum cash payment equal to 18 months’ worth of COBRA premiums, based on the officer’s then-current coverage elections. In addition, certain pre-change in control terminations will be deemed to constitute change in control terminations if such terminations occur at the request or direction of a person who has entered into an agreement which would constitute a change in control upon consummation, or in connection with or anticipation of a change in control transaction with such person, subject to certain conditions. See “Executive“Executive Compensation — Potential Payments Upon Termination or Change in Control”Control” for more information.

SERVISFIRST BANCSHARES, INC. –Notice

As a condition to receipt of 2017 Annual Meetingany of Stockholdersthe payments or benefits described herein, each named executive officer would be required to execute a standard separation and Proxy Statement19

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Key Policiesrelease agreement containing a release of all claims, if any, against the Company within a 45-day period following the officer’s termination date. Each named executive officer would also be subject to certain confidentiality, non-competition and Supplemental Information

Director Resignation Policy:  In the event that, in an uncontested election, a director receives more “Withhold” votes than votes “For” his or her election, he or she shall promptly tender his or her resignationnon-solicitation obligations and receipt of payments and benefits would be subject to the Chairmanofficer’s continued compliance with such obligations. Our officers agree to maintain the confidentiality of our board. The company’s CG&N Committeeconfidential information. For a period of six months following such officer’s termination date, each of our officers has agreed to not engage in similar activities within a sixty (60) mile radius of any Company office, and has further agreed to not solicit any Company employees or customers for a period of one year following such officer’s termination date.

Our officers would not be entitled to any tax gross-ups for excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. However, our officers are entitled to receive the “best net” treatment, which means that if the total of all change in control payments due such officer exceeds the threshold that would trigger the imposition of excise taxes, the officer will then considereither (1) receive all payments and benefits due and the offerofficer will be responsible for paying all such taxes or (2) have such payments and benefits reduced such that imposition of resignation and make a recommendationthe excise tax is no longer triggered, depending on which method provides the officer with the better after-tax result.

Each Change in Control Agreement has an initial term of five (5) years from execution through December 31, 2025, but is subject to our board which, in turn, must act on the recommendation.

Robust Clawback Policy:  In the event the company is required to restate financial results, the Compensation Committee may adjust future compensation, cancel outstanding stock or performance-based awards, or seek recoupment of previous awards from company officers.

Significant Executive Investment in Company Stock:  Long-term stock ownership is deeply engrained in our culture, and it reflects our board’s strong commitmentadditional five year “evergreen” renewal periods unless we provide written notice to the company’s success. For more information, see “Corporate Governance — Other Governance Practices — Stock Ownership of Board and Executives.”

Restrictions on Hedging or Pledging Company Stock:  Executive officers and directorsofficer by June 30 of the company are not permitted to use options, contracts or other arrangements to hedge their holdings of company stock. They also are prohibited from pledging company stock as security for loans without approval from our Insider Trading Compliance Officer.final year in the then current term.

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Compensation Committee Report

The Compensation Committee of the boardBoard of directorsDirectors of ServisFirst Bancshares, Inc. has reviewed and discussed the Compensation Discussion and Analysis for the companyCompany for the year ended December 31, 20162022 with management. In reliance on the reviews and discussions with management, the Compensation Committee recommended to the boardBoard of directors,Directors, and the boardBoard of directorsDirectors has approved, that the Compensation Discussion and Analysis be included in the required companyCompany filings with the SEC, including the Proxy Statement for the 20172023 Annual Meeting of Stockholders.

The Compensation Committee Report shall not be deemed incorporated by reference in any document previously or subsequently filed with the SEC that incorporates by reference all or any portion of this Proxy Statement.

Submitted by the Compensation Committee:

Hatton C.V. Smith, Chairman

J. Richard Cashio

James J. Filler

20SERVISFIRST BANCSHARES, INC. –Notice of 2017Christopher J. Mettler

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TABLE OF CONTENTS

Summary Compensation Table

The following table sets forth the aggregate compensation paid by us or the bankBank to our named executive officers:

Name and Principal Position Held (a)		Year (b)				Salary (c)				Bonus (d)				Stock Awards (e)				Option Awards(1) (f)				Non-Equity Incentive Plan Comp (g)				Change in Pension Value and Non-Qualified Deferred Compensation Earnings (h)				All Other Compensation (i)				Total (j)
						($)				($)				($)				($)				($)				($)				($)				($)
Thomas A. Broughton III President and Chief Executive Officer			2016				400,000				500,000				—				—				—				—				61,076	(2)			961,076
			2015				375,000				475,000				—				136,325				—				—				59,486				1,045,811
			2014				350,000				375,000				—				—				—				—				59,030				784,030
Clarence C. Pouncey III EVP and Chief Operating Officer			2016				286,000				180,000				—				—				—				—				26,517	(3)			492,517
			2015				275,000				165,000				—				—				—				—				26,358				466,358
			2014				263,000				157,800				—				—				—				—				25,390				446,190
William M. Foshee EVP and Chief Financial Officer			2016				255,000				165,000				—				—				—				—				29,510	(4)			449,510
			2015				245,000				150,000				—				—				—				—				29,355				424,355
			2014				230,000				138,000				—				—				—				—				23,521				391,521
Rodney E. Rushing EVP and Executive for Correspondent Banking			2016				273,000				164,000				—				—				—				—				33,274	(5)			470,274
			2015				260,000				130,000				—				—				—				—				29,291				419,291
			2014				245,000				147,000				—				—				—				—				27,785				419,785
Don G. Owens SVP and Chief Credit Officer			2016				203,000				60,000				—				—				—				—				25,603	(6)			288,603
			2015				194,688				58,000				—				—				—				—				24,755				277,443
			2014				187,200				46,612				—				—				—				—				21,865				255,677

Name and Principal Position Held (a)		Year (b)				Salary (c)				Bonus (d)				Stock Awards (1)  (e)				Option Awards (f)				Non-Equity Incentive Plan Comp (2) (g)				Change in Pension Value and Non- Qualified Deferred Compensation Earnings (h)				All Other Compensation(3)  (i)				Total (j)
						($)				($)				($)				($)				($)				($)				($)				($)
Thomas A. Broughton III			2022				700,000				67,500				691,000				-				1,102,500				-				51,554	(4)			2,612,554
President and Chief			2021				675,000				100,000				660,699				-				1,063,125				-				47,678	(4)			2,546,502
Executive Officer			2020				525,000				938,000				20,022				-				-				-				77,604				1,560,626
Rodney E. Rushing			2022				400,000				50,000				188,151				-				300,000				-				35,975				974,126
EVP and Chief			2021				364,477				-				174,785				-				281,250				-				33,896				864,931
Operating Officer			2020				327,000				222,000				-				-				-				-				32,827				581,827
William M. Foshee			2022				350,000				500				164,592				-				262,500				-				36,511				814,103
EVP and Chief			2021				336,667				-				158,481				-				255,000				-				35,448				788,929
Financial Officer			2020				300,000				205,000				-				-				-				-				31,702				536,702
Henry F. Abbott			2022				232,000				1,000				42,330				-				174,000				-				28,518				477,848
SVP and Chief Credit			2021				217,500				-				-				-				168,750				-				29,503				423,253
Officer			2020				195,000				60,000				50,009				-				-				-				29,124				334,133

___________________

(1)

(1)

The amount in this column reflects Amounts shown represent the aggregate grant date fair value of the grants of restricted stock under our 2009 Amended and Restated Stock Incentive Plan in accordance with FASB ASC Topic 718 of awards made during 2022. Please refer to Note 13 (Employee and Director Benefits) in our 2022 Annual Report on Form 10-K for a discussion of the applicable year.assumptions used to calculate this amount. Awards that are subject to performance conditions are included in the Summary Compensation Table assuming that target level performance conditions will be achieved. The following table summarizes the value of the awards subject to performance conditions at the grant date assuming that the highest level of performance conditions is achieved. Note that fractional shares do not vest until such fractional shares total a full share:

Name

Grant Date Fair Value of Stock Awards; Highest Level of Performance Conditions Achieved ($)

	(2) Thomas A. Broughton	All Other $485,200
	Rodney E. Rushing	$132,124
	William M. Foshee	$115,581

(2)

Represents amount awarded under our annual incentive plan. See Compensation Discussion & Analysis: Annual Incentive Compensation for 2016 includes car allowance ($9,000), director’s fees ($22,200), country club allowance ($8,143), healthcare premiums ($9,663), matching contributions to 401(k) plan ($10,600) and group life and long-term disability insurance premiums ($1,470). additional information regarding amounts earned in 2022.

(3)	The amounts in this column include the following for 2022:

	Name	Car Allowance	Country Club Allowance	Healthcare Premiums	Employer Contributions to 401(k) Plan	Group Life and Long-Term Disability Insurance Premiums	Imputed Income for Endorsement Split-Dollar Agreement
	Thomas A. Broughton	$9,000	$10,380	$8,472	$12,200	$1,362	$10,140
	Rodney E. Rushing	9,000	861	8,472	12,200	1,362	4,080
	William M. Foshee	9,000	-	8,472	12,200	1,362	5,477
	Henry F. Abbott	5,400	2,700	9,624	9,535	1,259	-

(4)	Mr. Broughton’s spouse travels with him on business trips using the companyCompany aircraft from time to time. The companyCompany has determined that Mrs. Broughton’s travel results in no additional incremental cost to the company.Company.

(3)

All Other Compensation for 2016 includes car allowance ($9,000), country club allowance ($7,498), group life and long-term disability insurance premiums ($1,421) and healthcare premiums ($8,598).

(4)

All Other Compensation for 2016 includes car allowance ($9,000), matching contributions to 401(k) plan ($10,600), healthcare premiums ($8,598) and group life and long-term disability insurance premiums ($1,313).

(5)

All Other Compensation for 2016 includes car allowance ($9,000), healthcare premiums ($9,663), matching contributions to 401(k) plan ($9,815), group life and long-term disability insurance premiums ($1,376) and club dues ($3,420).

(6)

All Other Compensation for 2016 includes car allowance ($5,400), healthcare premiums ($8,598), matching contributions to 401(k) plan ($10,553) and group life and long-term disability insurance premiums ($1,052).

Grants of Plan-Based Awards for Fiscal 2016

2022

The company did not make any grants of plan-based awardsfollowing table summarizes each named executive officer’s 2022 annual incentive plan opportunity under the heading Estimated Future Payouts Under Nonequity Incentive Plan Awards. Actual annual incentive plan amounts earned are set forth in the Summary Compensation Table. See “Compensation Discussion and Analysis - Annual Incentive Compensation” for additional information regarding 2022 objectives and performance.

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The table also reflects equity incentive opportunities granted to our named executive officers in 2022. The threshold, target and maximum number of performance share awards are summarized under the heading Estimated Future Payouts under Equity Incentive Awards, while the heading All Other Stock Awards reflects time-based restricted stock awards. Our named executive officers did not receive stock option awards during 2016.

SERVISFIRST BANCSHARES, INC. –Notice of 2017 Annual Meeting of Stockholdersfiscal 2022. See Compensation Discussion and Proxy Statement21Analysis: Equity-Based Incentive Compensation for additional detail.

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TABLE OF CONTENTS

Name (a)		Grant Date (b)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)						Estimated Future Payouts Under Equity Incentive Plan Awards (#)						All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		Grant Date Fair Value of Stock and Option Awards ($) (j)
				Threshold		Target		Maximum		Threshold		Target		Maximum
Thomas A. Broughton III (PEO)		1/24/22														4,341		367,509
				367,500		735,000		1,102,500
		1/24/22								2,171		4,341		6,512				323,491	(2)
Rodney E. Rushing		1/24/22														1,182		100,068
				100,000		200,000		300,000
		1/24/22								591		1,182		1,773				88,083	(2)
William M. Foshee (PFO)		1/24/22														1,034		87,538
				87,500		175,000		262,500
		1/24/22								517		1,034		1,551				77,054	(2)
Henry F. Abbott		1/24/22		58,000		116,000		174,000
		1/24/22														500		42,330

(1)	Note that the 2022 annual incentive opportunity consists of two performed factors: earnings per share and loan growth. Threshold amounts may be lower if only one of the criteria is met.
(2)	Grant date fair value of 2022 performance share awards assuming Target performance.

Outstanding Equity Awards at 20162022 Fiscal Year-End

The below table details all outstanding equity awards as of December 31, 2016. Equity awards identified below that were issued prior to March 22, 2011 were granted under our 2005 Stock Incentive Plan and all other2022. All equity awards identified below were granted under our 2009 Amended and Restated Stock Incentive Plan.

		Option Awards											Stock Awards
Name (a)		Number of securities underlying unexercised options (#) Exercisable (b)		Number of Securities underlying unexercised options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)			Option exercise price ($) (e)		Option expiration date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Thomas A. Broughton III (CEO)													4,341(1)		299,138
		-		-		-			-		-		5,512(2)		384,793
																	2,170 (3)		100,471
		-		-		-			-		-		-		-		12,400 (4)		1,209,496
Rodney E. Rushing(5)		10,000		-		-			6.915		02/10/2024		-		-		-		-
													1,182		82,515
		-		-		-			-		-		1,458		101,783
																	591(3)		27,363
		-		-		-			-		-		-		-		3,280(4)		319,931
William M. Foshee (CFO) (6)													1,034		72,184
		-		-		-			-		-		1,322		92,289
																	517 (3)		23,937
		-		-		-			-				-		-		2,974 (4)		290,084
Henry F. Abbott (7)													500		34,905
		-		-		-			-		-		600		41,886		-		-
		-		-		-			-		-		1,527		106,600		-		-

SERVISFIRST BANCSHARES, INC. – Notice of 2023 Annual Meeting of Stockholders and Proxy Statement

		Option Awards																				Stock Awards
Name (a)		Number of securities underlying unexercised options (#) Exercisable (b)				Number of Securities underlying unexercised options (#) Unexercisable (c)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)				Option exercise price ($) (e)				Option expiration date (f)				Number of Shares or Units of Stock That Have Not Vested (#) (g)				Market Value of Shares or Units of Stock That Have Not Vested ($) (h)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Thomas A. Broughton III (CEO)(1)			60,000				—				—			$	5.00				11/28/2021
			—				20,000				—			$	15.085				01/20/2025
			—				13,000				—			$	18.57				06/15/2023
William M. Foshee (CFO)(2)			30,000				—				—			$	4.165				2/15/2020
			15,000				—				—			$	4.165				1/19/2021
			15,000				—				—			$	5.00				2/21/2022
Clarence C. Pouncey III			—				—				—				—				—
Rodney E. Rushing(3)			150,000				—				—			$	5.00				03/21/2021
			—				15,000				—			$	6.915				02/10/2024
Don G. Owens(4)			—				6,000				—			$	5.00				10/31/2022

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(1)	(1)	The option to purchase 60,000award of 4,341 shares at $5.00 per share granted to Mr. Broughton on November 28, 2011 vested 100% on November 28, 2016. Mr. Broughton has since exercised his option to acquire 10,000 of such shares. The option to purchase 20,000 shares at $15.085 per share grantedrestricted stock made to Mr. Broughton on January 20, 201524, 2022 vests 100%1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting dates. The market value of this restricted stock award is based on $68.91 per share, the closing price of our common stock on December 30, 2022, the last trading day of fiscal year 2022.
(2)	The award of 8,267 shares of restricted stock made to Mr. Broughton on January 20, 2020. 25, 2021 vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting date. 5,512 shares were unvested as of December 31, 2022. The market value of this restricted stock award is based on $68.91 per share, the closing price of our common stock on December 30, 2022.
(3)	Reflects performance shares for the performance period ending December 31, 2024. Performance shares are earned based on the Company’s TSR relative to the 2022 Peer Group. The number of performance shares reported in this column assumes achievement at the threshold level for the performance criteria based on performance through December 31, 2022. The market value of this performance share award is based on an estimate of fair market value made in accordance with FASB ASC Topic 718 of $97.54 per share.
(4)	Reflects performance shares for the performance period ending December 31, 2023. Performance shares are earned based on the Company’s TSR relative to the 2021 Peer Group. The number of performance shares reported in this column assumes achievement at the maximum level for the performance criteria based on performance through December 31, 2022. The market value of this performance share award is based on an estimate of fair market value made in accordance with FASB ASC Topic 718 of $46.30 per share.
(5)	The option to purchase 13,000 shares at $18.57 granted to Mr. Broughton on June 15, 2015 vests 100% on June 15, 2018. Share numbers and exercise price reflect 3-for-1 stock split that occurred on July 16, 2014 and 2-for-1 stock split that occurred on December 20, 2016.

(2)

The option to purchase 30,000 shares at $4.165 per share was granted to Mr. Foshee on February 16, 2010, of which 6,000 shares vested on February 16, 2014 and 24,000 shares vested on February 16, 2015. The option to purchase 15,000 shares at $4.165 per share granted to Mr. Foshee on January 19, 2011 vested in a lump sum on January 19, 2016. The option to purchase 15,000 shares at $5.00 per share granted to Mr. Foshee on February 21, 2012 vested in a lump sum on February 21, 2017. Share numbers and exercise price reflect 3-for-1 stock split that occurred on July 16, 2014 and 2-for-1 stock split that occurred on December 20, 2016.

(3)

The option to purchase 150,000 shares at $5.00 per share granted to Mr. Rushing on March 21, 2011 vested 100% on March 21, 2016. The option to purchase 15,00010,000 shares at $6.915 per share granted to Mr. Rushing on February 10, 2014 vestsvested 100% on February 10, 2021. Share numbers and exercise price reflect 3-for-1 stock split that occurred on July 16, 2014 and 2-for-1 stock split that occurred on December 20, 2016.

	(4)	The optionaward of 1,182 shares of restricted stock made to purchase 6,000Mr. Rushing on January 24, 2022 vests 1/3 per year on the first three anniversaries of the vesting date, provided the executive remains employed by the Company through the applicable vesting date. The award of 2,187 shares at $5.00of restricted stock made to Mr. Rushing on January 25, 2021 vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting date. 1,458 shares were unvested as of December 31, 2022. The market value of all restricted stock awards are based on $69.81 per share, grantedthe closing price of our common stock on December 30, 2022.
(6)	The award of 1,034 shares of restricted stock made to Mr. OwensFoshee on OctoberJanuary 24, 2022 vests 1/3 per year on the first three anniversaries of the vesting date, provided the executive remains employed by the Company through the applicable vesting date. The award of 1,983 shares of restricted stock made to Mr. Foshee on January 25, 2021 vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting date. 1,322 shares were unvested as of December 31, 20122022. The market value of this restricted stock award is based on $69.81 per share, the closing price of our common stock on December 31, 2022.
(7)	The award of 600 shares of restricted stock made to Mr. Abbott on February 20, 2018 vests 100% on October 31, 2017.February 20, 2023. The award of 1,527 shares made to Mr. Abbott on May 18, 2020 vests 100% on May 18, 2023. Share numbers and exercise price reflect 3-for-1 stock split that occurred on July 16, 2014 and 2-for-1 stock split that occurred on December 20, 2016. The market value of this restricted stock awards are based on $69.81 per share, the closing price of our common stock on December 31, 2022.

22SERVISFIRST BANCSHARES, INC. –Notice of 2017 Annual Meeting of Stockholders and Proxy Statement

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TABLE OF CONTENTS

Option Exercises and Stock Vested for Fiscal 2016

2022

The following table sets forth information regarding option exercises by and restricted stock vesting for our named executive officers during 2016:2022:

		Option Awards								Stock Awards
Name (a)		Number of Shares Acquired on Exercise (#) (b)				Value Realized on Exercise ($) (c)				Number of Shares Acquired on Vesting (#) (d)				Value Realized on Vesting ($) (e)
Thomas A. Broughton III(1)			66,000			$	1,028,610				—				—
William M. Foshee			—				—				—				—
Clarence C. Pouncey III			—				—				—				—
Rodney E. Rushing(2)			60,000			$	895,800				—				—
Don G. Owens			—				—				—				—

		Option Awards								Stock Awards
Name (a)		Number of Shares Acquired on Exercise (#)  (b)				Value Realized on Exercise ($)    (c)				Number of Shares Acquired on Vesting (#)  (d)				Value Realized on Vesting ($)  (e)
Thomas A. Broughton III(1)			-				-				2,755				233,817
Rodney E. Rushing(1) (2)			5,000				399,750				729				61,870
William M. Foshee(1)			-				-				661				56,099
Henry F. Abbott			-				-				-				-

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(1)

(1) On January 25, 2022, each of Messrs. Broughton, Rushing and Foshee had 1/3 of their respective 2021 restricted stock awards vest. The value of the portion of the award vesting is based on a value of $84.87 per share, the closing price of the Company’s common stock on the vesting date.

(2)

Mr. BroughtonRushing exercised options for 66,0005,000 shares at a price of approximately $4.165$6.92 per share.  Based upon a value of $19.75$86.87 per share, the closing price of the company’sCompany’s common stock on the date of exercise, (after adjusting for the 2-for-1 stock split that occurred on December 20, 2016), the value realized by Mr. Broughton on the exercise of such options was $1,028,610.

(2)

Mr. Rushing exercised options for 60,000 shares at a price of $5.00 per share. Based upon a value of $19.93 per share, the closing price of the company’s common stock on the date of exercise (after adjusting for the 2-for-1 stock split that occurred on December 20, 2016), the value realized by Mr. Rushing on the exercise of such options was $895,800.$399,750.

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Pension Benefits

The companyCompany does not maintain any benefit plan that provides for payments or other benefits at, following or in connection with retirement, other than the company’sCompany’s 401(k) plan.

Nonqualified Deferred Compensation Plans

The companyCompany does not maintain any defined contribution or other plans that provide for the deferral of compensation on a basis that is not tax-qualified.

Chief Executive Officer Pay Ratio

Rules adopted by the SEC following passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act require us to provide a reasonable estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of our employees. We last identified our median employee in 2020 by comparing all salary, matching contributions to our 401(k) plan, annual incentive compensation, bonus compensation, long-term incentive awards vested in 2020 and our payment of insurance premiums and provision of other perquisites, as reported to the Internal Revenue Service on Form W-2 for 2020 for all of our employees (excluding our Chief Executive Officer) as of December 31, 2020. Due to the increase in the number of employees and entry into new markets, we determined a new median employee utilizing the same metrics as of December 31, 2022. As further detailed in the paragraphs and Summary Compensation Table below, Mr. Broughton’s total annual compensation in fiscal 2022 was $2,612,554. The Company has determined that the annual compensation for its median employee for the same fiscal year was approximately $82,898. Accordingly, we believe that the ratio of the annual total compensation of Mr. Broughton, our Chief Executive Officer, to the median of the annual total compensation of all our employees in 2022 was 31.73 to 1.

Pay vs. Performance

																		Value of Initial Fixed $100 Investment Based On:
Year		Summary Compensation Table Total for PEO				Compensation Actually Paid to PEO (1)				Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2)				Average Compensation Actually Paid to Non-PEO Named Executive Officers (1) (2)				Total Shareholder Return				Peer Group Total Shareholder Return(3)				Net Income				Earnings per Share
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)
2022		$	2,612,554			$	2,634,492			$	755,359			$	807,351				185.63				106.01			$	251,504,000			$	4.63
2021			2,546,502				3,583,655				692,371				960,478				223.96				117.08				207,734,000				3.83
2020			1,560,626				1,547,188				504,616				525,789				108.50				87.90				169,569,000				3.15

___________________

(1)	To calculate Compensation Actually Paid (CAP), the following amounts were deducted from or added to Summary Compensation Table (SCT) total compensation:

PEO CAP Reconciliation

Year		SCT Total				Amounts Deducted From SCT Total (i)				Amounts Added to SCT Total (ii)					CAP Total
2022		$	2,612,554			$	691,000			$	717,148			$	2,634,492
2021			2,546,502				660,699				1,697,847				3,583,655
2020			1,560,626				20,022				6,584				1,547,188

Average Non-PEO CAP Reconciliation

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Year		SCT Total				Amounts Deducted From SCT Total (i)				Amounts Added to SCT Total (ii)				CAP Total
2022		$	755,359			$	131,691			$	183,683			$	807,351
2021			692,371				111,089				379,196				960,478
2020			504,616				12,502				33,675				525,789

	(i) Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years reflected in this table; therefore, a deduction from SCT total related to pension value is not needed.
	(ii) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown plus any dividends not included in valuation.
(2)	Includes Messrs. Rushing, Foshee and Abbott for each of the fiscal years ended December 31, 2022, 2021 and 2020; also includes Clarence C. Pouncey III, retired Chief Operating Officer, for fiscal year ended December 31, 2020.
(3)	KBW Nasdaq Regional Banking Index [KRX].

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in our Compensation Discussion and Analysis (CD&A), the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Net Income/Earnings per Share

The amount of compensation actually paid to Mr. Broughton and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Broughton) is generally aligned with the Company’s net income over the three years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with earnings per share, which the Company does use when setting performance objectives in the Company’s annual incentive compensation program. As described in more detail in our Compensation Discussion and Analysis (CD&A) in the section titled “Annual Incentive Compensation,” the Company ties 70% of annual incentive compensation awarded to meeting certain earnings per share objectives, thereby directly incentivizing performance that directly benefits our stockholders in the near term. The amounts reported in the Summary Compensation Table and in the amount of compensation actually paid included in the Pay vs. Performance Table for annual incentives (bonus plus non-equity incentive compensation) do not change in the calculations for Mr. Broughton and the Company’s NEOs as a group.

Compensation Actually Paid and TSR/Comparison with Peer Group TSR

The amount of compensation actually paid to Mr. Broughton and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Broughton) is aligned with the Company’s TSR over the three years presented in the table. The alignment of compensation actually paid with the Company’s TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Broughton and to the other NEOs (with the exception of Mr. Abbott) is comprised of equity awards, 50% of which are performance-based. As described in more detail in in our Compensation Discussion and Analysis (CD&A), the Company implemented a long-term equity incentive program beginning in 2021 that included an equity compensation program as part of the total compensation awarded to the NEOs. These equity awards are comprised 50% of time-based restricted stock and 50% of performance-based performance share awards. The performance share awards vest over a three-year performance period based on the relative performance of the Company’s TSR against a peer group.

The Company’s TSR consistently outperformed the KBW Nasdaq Regional Banking Index during the three years presented in the table, representing the Company’s superior financial performance as compared to the companies comprising the KBW Nasdaq Regional Banking Index peer group. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to our Compensation Discussion and Analysis (CD&A).

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Comparison of SCT to CAP

SCT compensation is based on the grant date value of equity awards made during the year whereas CAP is based on the fair value of equity awards made during the year valued at year end, plus the change in value of prior year’s awards, including awards granted in 2019, 2020, and 2021. Thus, CAP reflects all or portions of 4 years of equity awards while SCT compensation is based on only the 2022 equity award.

As discussed above, a significant portion of the executive officers’ CAP increase is due to increases in the fair value of the equity awards at year end. In 2020, the Company did not make significant equity awards to the named executive officers and this, together with the modest increase in the Company’s stock price at year end, is reflected in the minimal differences between SCT and CAP. In 2021, higher equity awards combined with a dramatic increase in the Company’s stock price during the year resulted in a significant increase in CAP. In 2022, the executive officers have two years of equity awards included, but the Company’s stock price decreased from year end 2021, resulting in SCT and CAP being very comparable.

Most Important Financial Measures Used to Link Compensation to Company Performance

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For the fiscal year ended December 31, 2022, the three measures listed below represent the most important metrics we used to determine Compensation Actually Paid for our NEOs, as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled “Annual Incentive Compensation” and “Equity-Based Incentive Compensation.” The metrics that our Company uses for both our long-term and short-term incentive awards are selected based on an objective of improving stockholder value.

Most Important Performance Measures

● Earnings per Share

● Relative Total Stockholder Return

● Loan and Deposit Growth

Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives

There is inherent risk in the business of banking. However, we do not believe that any of our compensation policies and practices provide incentives to our employees to take risks that are reasonably likely to have a material adverse effect on us. In particular, we note that our annual incentive plan includes a credit quality modifier that operates to reduce annual incentive plan payments by as much as 100% of the award amount if the Bank’s non-performing assets to total assets ratio exceeds certain thresholds. We believe that our compensation policies and practices are consistent with those of similar bank holding companies and their banking subsidiaries and are intended to encourage and reward performance that is consistent with sound practice in the industry.

Potential Payments Upon Termination or Change in Control

Change in Control Agreements

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We have two

On February 25, 2021, the Compensation Committee approved the implementation of change in control severance agreements with named executiveprotections for certain of our officers, William M. Foshee and Clarence C. Pouncey III.including each of our four NEOs. Each of thesethe NEOs entered into a Change in Control Agreement effective as of February 25, 2021. For Mr. Foshee, the Change in Control Agreement supersedes his prior change in control agreements was originally entered intoagreement.

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Each Change in Control Agreement has an initial term of five (5) years (from the execution date through December 31, 2025) but is subject to additional five-year “evergreen” renewal periods unless we provide written notice to the officer by June 30 of the last year in the current term that we do not wish to extend the Change in Control Agreement beyond that term. The Change in Control Agreement provides each officer with the bank in 2005, but each has been amended and restated to apply tocertain employment protections for a two-year period following a change in control (the “Protected Period”). Notwithstanding the foregoing, certain pre-change in control terminations will also be treated as change in control terminations as a result of the company as well as the bank.

Messrs. Foshee and Pouncey’s agreements generally provide for a lump sum payment (equal to two times annual base salary for Mr. Foshee and one times annual base salary for Mr. Pouncey) in the event of the termination of their respective employment by the bank or the company, other than for “cause” or upon death, disability or attainment of normal retirement date, or by the employee in certain specific instances, in each case if such termination occurs within 24 months afternegotiations regarding a change in control. These agreements are not employment agreements and do not guarantee employment for any term or period; they only apply if a change in control occurs. The size of each benefit was set through arm’s-length negotiations with each individual upon his employment and consistent with general industry standards. Each of these agreements was approved by the board of directors of the bank and the company.

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The term “change in control” is defined in these changeChange in control agreementsControl Agreements as any of the following events:

•

The consummation of a merger, consolidation or other corporate reorganization (other than a holding Company reorganization) of either us or the Bank in which either entity does not survive, or if such entity survives, the equityholders before such transaction do not own more than 40% of, respectively, (i) the equity securities of the surviving entity, and (ii) the combined voting power of any other outstanding securities entitled to vote on the election of directors of the surviving entity;

•

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (i) the then-outstanding voting securities of either us or the Bank or (ii) the combined voting power of the then-outstanding voting securities of us or the Bank entitled to vote generally in the election of directors; provided, however, that the following shall not constitute a change in control: (i) any acquisition of securities directly from us (other than a transaction that qualifies as a change in control under another prong of this definition), (ii) any acquisition by us or any of our affiliates, or by any employee benefit plan (or related trust) of us or our affiliates, or (iii) any acquisition by any corporation, entity, or group if, following such acquisition, more than 50% of the then-outstanding voting rights of such corporation, entity or group are beneficially owned by all or substantially all of the persons who were the owners of our common stock immediately prior to such acquisition;

•

individuals who, as of the effective date of the Change in Control Agreement, constituted our incumbent Board cease for any reason to constitute at least a majority of our Board of Directors, provided that any individual becoming a director subsequent to such date whose appointment or election, or nomination for election by our stockholders, was approved or endorsed by a vote of at least a majority of the directors then comprising the incumbent Board, shall be considered as though such individual were a member of the incumbent Board, but excluding, for this purpose, any individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of our Directors (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

•

approval by our stockholders of: (i) a complete liquidation or dissolution of the Bank, (ii)  a complete liquidation or dissolution of the Company, or (iii) the sale or other disposition of all or substantially all our assets, other than to a corporation, with respect to which immediately following such sale or other disposition, more than 50% of, respectively, (1) the then-outstanding equity securities of such corporation and (2) the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors, is then beneficially owned by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of our outstanding common stock and our outstanding voting securities immediately prior to such sale or other disposition, in substantially the same proportions as their ownership, immediately prior to such sale or disposition, of our outstanding common stock and our outstanding securities, as the case may be.

If an NEO’s employment is terminated by us during the Protected Period without “cause” or by the NEO with “good reason” (as those terms are defined in the Change in Control Agreement), the NEO will be entitled to receive certain payments and benefits. Specifically, the NEO would be entitled to receive, among other benefits: (1) a merger, consolidation or other corporate reorganization (other thancash severance payment equal to a holding company reorganization) involving eitherspecific multiple (2.99x for Mr. Broughton, 2x for each of Messrs. Rushing and Foshee, and 1.5x for Mr. Abbott) of the company orsum of (a) the bankNEO’s base salary in effect at the time of termination and (b) the average bonus paid to the NEO over the prior three years and (2) a pro-rata cash bonus for the fiscal year in which we do not survive, or if we survive, our stockholders before such transaction do not own more than 50%the termination occurs. Each of respectively, (i)Messrs. Broughton, Foshee and Rushing would also be eligible to receive a lump sum cash payment equal to 18 months’ worth of COBRA premiums, based on the common stockNEO’s then-current coverage elections.

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As a condition to receipt of any of the surviving entity,payments or benefits described herein, each named executive officer would be required to execute a standard separation and (ii)release agreement containing a release of all claims, if any, against the combined voting powerCompany within a 45-day period following the officer’s termination date. Each named executive officer would also be subject to certain confidentiality, non-competition and non-solicitation obligations and receipt of payments and benefits would be subject to the officer’s continued compliance with such obligations. Our officers agree to maintain the confidentiality of our confidential information. For a period of six months following such officer’s termination date, each of our officers has agreed to not engage in similar activities within a sixty (60) mile radius of any other outstanding securitiesCompany office, and has further agreed to not solicit any Company employees or customers for a period of one year following such officer’s termination date.

Under the Change in Control Agreements, the NEO would not be entitled to vote on the election of directors of the surviving entity;

the acquisition, other than from us, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership of 50% or more of either the then outstanding shares of our common stock or the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; provided, however,tax gross-ups for excise taxes that neither of the following shall constitute a change in control: (i) any acquisition by us, by any of our subsidiaries, or by any employee benefit plan (or related trust) of us or our subsidiaries, or (ii) any acquisition by any corporation, entity, or group, if, following such acquisition, more than 50% of the then-outstanding voting rights of such corporation, entity or group are owned, directly or indirectly, by all or substantially all of the persons who were the owners of our common stock immediately prior to such acquisition;

individuals who, as of the effective date of the change in control agreement, constituted our board of directors cease for any reason to constitute at least a majority of our board of directors, except as otherwise provided in the agreement; or

approval by our stockholders of: (i) our or the bank’s complete liquidation or dissolution, or (ii) the sale or other disposition of all or substantially all our assets, other than to an entity with respect to which immediately following such sale or other disposition, more than 50% of, respectively, the then-outstanding shares of common stock of such corporationmay be triggered under Sections 280G and the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of our outstanding common stock and our outstanding voting securities immediately prior to such sale or other disposition, in substantially the same proportions as their ownership, immediately prior to such sale or disposition, of our outstanding common stock and our outstanding securities, as the case may be.

Notwithstanding the foregoing, if Section 409A4999 of the Internal Revenue Code of 1986, as amended. However, the NEO would applybe entitled to any payment or right arising underreceive the change in control agreements as a result“best net” treatment, which means that if the total of a change in control as described above, then with respect to such right or payment the only events that would constitute a change in control will be deemed to be those events that would constitute a change in the ownership or effective control of the company, or in the ownership of a substantial portion of the assets of the company in accordance with Section 409A.

Theall change in control payments are due inhim exceeds the eventthreshold that we terminate Mr. Fosheewould trigger the imposition of excise taxes, the NEO will either (1) receive all payments and benefits due him and be responsible for paying all such taxes or Mr. Pouncey without “cause” (as defined in the change in control agreement) any time within two years after a change in control. In addition, the change in control payment is triggered in the event(2) have his payments and benefits reduced such that Mr. Foshee or Mr. Pouncey terminates his employment any time within two years after a change in control for anyimposition of the following reasons: (i) heexcise taxes is assigned to duties or responsibilities that are materially inconsistentno longer triggered, depending on which method provides him with his position, duties, responsibilities or status immediately preceding such change in control, or a change in his reporting responsibilities or titles in effect at such time resulting in a reduction of his responsibilities or position; (ii) the reduction of his base salary or, to the extent such has been established by the board of directors or its Compensation Committee, target bonus (including any deferred portions thereof) or substantial reduction in his level of benefits or supplemental compensation from those in effect immediately preceding such change in control; or (iii) his transfer to a location requiring a change in residence or a material increase in the amount of travel normally required of him in connection with his employment.better after-tax result.

In addition to the cash payments set forth in the changeChange in control agreements,Control Agreements, any stock options and restricted stock awards granted to the affected employeespecified NEO will immediately vest upon a change in control.

24SERVISFIRST BANCSHARES, INC. –Notice Performance share awards shall vest assuming target performance for the performance period, but shall be prorated based on the number of 2017 Annual Meetingdays the executive worked during the Performance Period through the change in control to the total number of Stockholdersdays in the performance period.

Termination Other than Due to Change in Control

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Pursuant to the terms of our 2009 Amended and Restated stock Incentive Plan, outstanding equity awards are treated as follows in the event of a termination other than due to a change in control:

●

Restricted Stock: In the event of termination due to death or Disability, the recipient shall become fully vested in the restricted stock. Termination for any other reason results in forfeiture of unvested restricted stock.

●

Performance Shares: In the event of termination due to death, Disability or Retirement, the recipient shall be entitled to a prorated number of performance shares earned, determined at the end of the Performance Period, based on the ratio of the number of days of service during Performance Period. In the event of termination for any other reason prior to the end of the Performance Period, all performance shares are forfeited in their entirety.

Endorsement Split-Dollar Agreements

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On November 9, 2020, the Bank entered into endorsement split dollar agreements with each of Messrs. Broughton, Foshee and Rushing. The agreements provide the executives with death benefits funded through Bank-owned life insurance policies. The Bank solely owns all of the rights, title, and interest in the life insurance policy and will control all rights of ownership with respect to the policy including, without limitation, the right to withdraw the cash value of such policy. The agreements provide Mr. Broughton with a $3,000,000 death benefit endorsement, and each of Messrs. Foshee and Rushing with a $1,500,000 death benefit endorsement. The amounts of the Bank-owned life insurance policies are sufficient to fund both the death benefit endorsement to the executives’ beneficiaries and a complete return of all premiums paid on the policies to the Bank. The executives’ beneficiaries designated in accordance with the terms of the agreements are entitled to the endorsed death benefit amount from the proceeds of the insurance policies, provided each such executive remains employed by the Bank through the earlier of (1) such executive’s date of death or (2) the second anniversary of the effective date of the agreements; provided, however, if such executive terminates employment, other than due to death, during the period between the first and second anniversaries of the effective date, such executive’s beneficiaries shall be entitled to fifty percent (50%) of the endorsed death benefit amount.

The agreements will terminate immediately upon the first to occur of the following: (1) payment of the endorsed death benefit in accordance with the terms of the agreements; or (2) termination of an executive’s employment for any reason, other than death, prior to the first anniversary of the effective date.

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Estimated Payments upon a Termination or Change in Control

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Under

The tables below contain the agreements, Mr. Foshee is entitled tototal payments one would receive under each termination scenario if the NEOs separated on December 31, 2022. For all termination scenarios, the figures for long-term, equity-based incentive compensation awards are as of December 30, 2022, at the closing stock price of $68.91 on that date. Terminations following a change in control payment equalare assumed to two times his annual base salary atbe within the time ofProtected Period and either without “cause” if the change in control and Mr. Pouncey is entitled to a change in control payment equal to one times his annual base salary atCompany terminated the time ofNEO or with “good reason” if the change in control. Assuming that we had a change in control as of December 31, 2016, as defined in both the change in control agreements above, and assuming further that each of the requisite triggering events had occurred as of such date, we estimate that the following officers would receive the following benefits in a lump sum payment within 30 days of their respective termination:NEO terminated employment.

		Termination Scenarios
Executive		Voluntary or Without Cause ($)(1)(4)				With Cause				Death ($)(2)(4)				Disability ($)(3)(4)
Thomas A. Broughton III		$	577,038				—			$	4,264,876			$	1,264,876
Rodney E. Rushing			152,636				—				1,836,934				336,934
William M. Foshee			138,396				—				1,802,868				302,868
Henry F. Abbott			—				—				183,391				183,391

(1)	Amounts in this column include the amount of long-term, equity-based compensation each NEO is entitled to retain for meeting all retirement eligibility criteria under outstanding award agreements. Mr. Abbott did not meet retirement eligibility criteria as of December 31, 2022.

(2)	Amounts in this column include benefits paid under the endorsement split-dollar agreements for Messrs. Broughton, Rushing and Foshee upon death and the total amount of long-term, equity-based compensation each NEO is entitled either to retain or to have the vesting accelerated due to death.

(3)	Amounts in this column include the total amount of long-term, equity-based compensation each NEO is entitled either to retain or to have the vesting accelerated due to disability.

(4)	For purposes of calculating the value of performance share awards, the estimated performance of the 2021 and 2022 performance share awards was determined as of December 31, 2022.

		Termination Following a Change in Control Without Cause or for Good Reason
Executive		Cash Severance(1) ($)				Unvested Equity(2) ($)				Other Benefits(3) ($)				Total(4) ($)
Thomas A. Broughton III		$	5,930,206			$	1,173,551			$	23,831			$	7,127,587
Rodney E. Rushing			1,573,500				313,574				23,831				1,910,904
William M. Foshee			1,353,000				280,811				23,831				1,657,641
Henry F. Abbott			657,375				183,391				26,759				867,524

(1)

Includes (1) a cash severance payment equal to a specific multiple (2.99x for Mr. Broughton, 2x for Messrs. Rushing and Foshee, and 1.5x for Mr. Abbott of the sum of (a) base salary at the time of termination and (b) average cash bonus paid over the prior 3 years; and (2) a pro-rata cash bonus for the fiscal year in which the termination occurs based on actual performance.

(2)	Restricted stock vests due to change in control; pro-rata portion of performance shares based on assumed target performance.

(3)	Lump sum cash payment equal to 18-months of COBRA premiums, based on the officer’s then-current coverage elections.

(4)

Subject to adjustment for “best net” treatment, which means that if the total of all change in control payments due an NEO exceeds the threshold that would trigger the imposition of excise taxes, the NEO will either (1) receive all payments and benefits due him and be responsible for paying all such taxes or (2) have his payments and benefits reduced such that imposition of the excise taxes is no longer triggered, depending on which method provides him with the better after-tax result. Each column rounded to nearest full dollar amount.

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		Pouncey				Foshee
Cash Payment			$286,000				$510,000

39

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Furthermore, assuming we had a change in control as of December 31, 2016, as defined in either of our stock incentive plans, and further assuming that the value of the stock as of that date was $37.44 per share (the closing price on December 30, 2016, the last day in 2016 on which the company’s stock was traded), then each of the named executive officers would become immediately vested in their unvested stock options as of such date. The following table contains a schedule of unvested stock options that would vest upon a change in control and the value of such unvested options based upon the difference between $37.44 per share and their respective exercise prices per share:

Name		Shares Represented by Unvested Options (#)				Value of Unvested Options ($)
Broughton			33,000			$	692,410
Pouncey			—				—
Foshee			—				—
Rushing			15,00			$	457,875
Owens			6,000			$	194,640

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PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE “SAY“SAY ON PAY”PAY” VOTES

The Dodd-Frank Act provides stockholders the opportunity to vote, on an advisory, or non-binding, basis, on how frequently they would like companies to hold an advisory vote on the compensation of executive officers in the manner done in Proposal 2 above. When voting, stockholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two or three years, or they may abstain from the vote. In accordance with this requirement of the Dodd-Frank Act, we are holding an advisory vote on the frequency of future stockholder advisory votes on our executive compensation program.

After consideration of the frequency alternatives, our boardBoard believes that conducting an advisory vote on executive compensation “every year” is appropriate for the companyCompany and its stockholders at this time. If our boardBoard determines in the future that a less frequent vote would better serve stockholder interests, the boardBoard may make such a recommendation in connection with future advisory votes.

Stockholders are not being asked to approve or disapprove the board’sBoard’s recommendation. Instead, our boardBoard is providing a recommendation, but you are being asked to choose one of four options regarding this proposal. You may vote for us to hold advisory votes on our compensation every one, two or three years, or you may abstain from voting on the matter. Our Board recommends “EVERY YEAR” for the advisory vote on the frequency of future “Say on Pay” advisory votes.

The Board of Directors Unanimously Recommends a Vote of “EVERY YEAR”“EVERY YEAR” for the Advisory Vote on the Frequency of Future “Say“Say On Pay”Pay” Votes.

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PROPOSAL 4: RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm Fees

Subject to the ratification by our stockholders, our boardBoard of directorsDirectors intends to engage Dixon Hughes GoodmanFORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2023.

The submission of this matter for ratification by stockholders is not legally required; however, our boardBoard of directorsDirectors believes that such submission is consistent with best practices in corporate governance and isaffords stockholders an opportunity for stockholders to provide direct feedback to the directors on an important issue of corporate governance. A majority of the total votes cast at the Annual Meeting, either in person or by proxy, will be required for the ratification of the appointment of the independent registered public accounting firm. If our stockholders do not ratify the selection of Dixon Hughes GoodmanFORVIS, LLP, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee and the boardBoard of directors.Directors.

The Board of Directors Unanimously Recommends a Vote “FOR”“FOR” the Ratification of Dixon Hughes GoodmanFORVIS, LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2017.2023.

Independent Registered Public Accounting Firm

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Our consolidated balance sheet as of December 31, 2016,2022, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year ended December 31, 20162022 have been audited by Dixon Hughes GoodmanFORVIS, LLP, our independent registered public accounting firm, as stated in their report appearing in our 20162022 Annual Report on Form 10-K. FORVIS, LLP (formerly Dixon Hughes Goodman LLPLLP) was initially engaged as our independent registered public accounting firm on June 18, 2014. Representatives of Dixon Hughes GoodmanFORVIS, LLP are expected to be in attendance at our Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

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Audit and Non-Audit Services Pre-Approval Policy

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The Audit Committee’s charter provides that the Audit Committee must pre-approve services to be performed by our independent registered public accounting firm. In accordance with that requirement, the Audit Committee pre-approved the engagement of Dixon Hughes GoodmanFORVIS, LLP pursuant to which it provided the audit and audit-related services described below for the fiscal year ended December 31, 2016.2022. One hundred percent of the fees set forth below were pre-approved by the Audit Committee.

Dixon Hughes Goodman

FORVIS, LLP

		2016				2015				2022				2021
(1) Audit fees		$	409,325	(1)		$	467,008	(1)		$	660,675	(1)		$	581,000	(1)
(2) Audit-related fees		$	8,700	(2)		$	67,500	(5)		$	74,450	(2)		$	66,400	(2)
(3) Tax fees		$	55,250	(3)		$	53,400	(6)		$	42,870	(3)		$	38,700	(3)
(4) All other fees		$	38,650	(4)		$	0			$	—			$	—

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(1)

Consists of fees incurred in connection with the audit of the Company’s financial statements, withreal estate investment trusts, the review of quarterly financial statements, and SEC filings.

(2)

Consists of fees incurred in connection with the Company’s acquisition of Metro Bancshares, Inc. and fees incurred in connection with the audit of the Company’s FHA lending program, 401(k) plan, and certain Tennessee public fund pledging.

(3)

Consists of fees incurred in connection with state tax return filings for the year ended 2015 and related state taxes, tax returns attributable to the Company’s acquisition of Metro Bancshares, Inc., and tax credit related tax matters.

(4)

Consists of fees incurred in connection with an assessment of loan operations process and workflow.

(5)

Consists of fees incurred in connection with the Company’s acquisition of Metro Bancshares, Inc., the filing of the Company’s shelf registration statement on Form S-3 and the Company’s subordinated debt sale.

(6)

Consists of fees incurred in connection with tax return filings of subsidiariesfor the year ended December 31, 2022 and 2021, respectively, and tax returns attributableconsultation related to tax credits for the Company’s acquisition of Metro Bancshares, Inc.year ended December 31, 2021.

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KPMG LLP

		2016				2015
(1) Audit fees		$	0			$	0
(2) Audit-related fees		$	0			$	25,000	(1)
(3) Tax fees		$	0			$	0
(4) All other fees		$	0			$	0

(1)

Consists of fees incurred in connection with the review of, and consent to the incorporation of Financial Statements in, the registration statement on Form S-4, as amended, filed with the SEC on November 24, 2014.

Audit Committee Report

The Audit Committee of the boardBoard of directorsDirectors of ServisFirst Bancshares, Inc. has reviewed and discussed the audited consolidated financial statements of the companyCompany and its subsidiary, ServisFirst Bank, with management of the companyCompany and Dixon Hughes GoodmanFORVIS, LLP, independent registered public accountants for the companyCompany for the year ended December 31, 2016.2022. Management represented to the Audit Committee that the company’sCompany’s audited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.

The Audit Committee has discussed with Dixon Hughes GoodmanFORVIS, LLP the matters required to be discussed by the applicable requirements of the PCAOB Auditing Standard No. 1301, “Communications with Audit Committees.”and the SEC. The Audit Committee has received the written disclosures and confirming letter from Dixon Hughes GoodmanFORVIS, LLP required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and, in compliance with PCAOB Rule 3520, has discussed with Dixon Hughes GoodmanFORVIS, LLP their independence from the company.Company.

Based on these reviews and discussions with management of the companyCompany and Dixon Hughes GoodmanFORVIS, LLP referred to above, the Audit Committee has recommended to our boardBoard of directorsDirectors that the audited consolidated financial statements of the companyCompany and its subsidiaries for the fiscal year ended December 31, 20162022 be included in the company’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.2022.

This Audit Committee Report shall not be deemed incorporated by reference in any document previously or subsequently filed with the SEC that incorporates by reference all or any portion of this Proxy Statement.

Submitted by the Audit Committee:

Irma L. Tuder, Chairwoman
J. Richard Cashio
Michael D. Fuller Chairman
J. Richard Cashio
Stanley M. Brock

28SERVISFIRST BANCSHARES, INC. –Notice of 2017

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PROPOSAL 5: AMEND RESTATED CERTIFICATE OF CONTENTS

PROPOSAL 5: STOCKHOLDER PROPOSALINCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING DIRECTOR ELECTION MAJORITY VOTING STANDARD

OFFICER EXCULPATION

Below

Introduction

The State of Delaware, which is the Company’s state of incorporation, recently enacted legislation that enables Delaware corporations to limit the liability of certain of their officers in limited circumstances. In light of this update, our Board of Directors is proposing to amend the Company’s Restated Certificate of Incorporation (the “Certificate”) to add a stockholder proposal that we received from the California State Teachers’ Retirement System (“CalSTRS”), whose address is 100 Waterfront Place, MS-04, West Sacramento, California, 95605-2807. As of November 18, 2016, prior to the two-for-one stock split that occurred on December 20, 2016, CalSTRS beneficially owned 48,220 shares of our common stock.

In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statementprovision exculpating certain of the stockholder proponent. If properly presentedCompany’s officers from liability in specific circumstances, as permitted by Delaware law. The new Delaware legislation only permits, and our proposed amendment would only permit, exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of the proponent,corporation) and would not apply to breaches of the stockholder proposalduty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The rationale for so limiting the scope of liability is to strike a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf.

The Board of Directors believes it is important to provide protection from certain liabilities and expenses that may discourage prospective or current directors from accepting or continuing membership on corporate boards and prospective or current officers from serving corporations. In the absence of such protection, qualified directors and officers might be deterred from serving as directors or officers due to exposure to personal liability and the risk that substantial expense will be voted upon at our Annual Meeting. As explained below, our board unanimously recommends that you vote “AGAINST” the stockholder proposal.

Stockholder Proposal and Supporting Statement

BE IT RESOLVED: That the shareholdersincurred in defending lawsuits, regardless of ServisFirst Bancshares, Inc. hereby request thatmerit. In particular, the Board of Directors initiatetook into account the appropriate processnarrow class and type of claims that such officers would be exculpated from liability pursuant to amend the Company’s articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative voteamended Section 102(b)(7) of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, whenDelaware General Corporation Law (“DGCL”), the limited number of director nominees exceedsCompany officers that would be impacted, and the numberbenefits the Board of board seats.

SUPPORTING STATEMENT:

In orderDirectors believes would accrue to provide shareholders a meaningful role in director elections, the Company’s current director election standard should be changed from a plurality vote standard to a majority vote standard. The majority vote standard is the most appropriate voting standard for director elections where only board nominated candidates are on the ballot, and it will establish a challenging vote standard for board nominees to improve the performance of individual directors and entire boards. Under the Company’s current voting system, a nominee for the board can be elected with as little as a single affirmative vote, because “withheld” votes have no legal effect. A majority vote standard would require that a nominee receive a majority of the votes cast in order to be re-elected and continue to serve as a representative for the shareholders.

In response to strong shareholder support a substantial number of the nation’s leading companies have adopted a majority vote standard in company bylaws or articles of incorporation. In fact, more than 94% of the companies in the S&P 500 have adopted majority voting for uncontested elections. We believe the Company needs to join the growing list of companies that have already adopted this standard.

CalSTRS is a long-term shareholder of the Company and we believe that accountability is of upmost importance. We believe the plurality vote standard currentlyby providing exculpation in place at the Company completely disenfranchises shareholders and makes the shareholder’s role in director elections meaningless. Majority voting in director elections will empower shareholdersaccordance with DGCL Section 102(b)(7), including, without limitation, the ability to remove poorly performing directorsattract and increaseretain key officers and the directors’ accountabilitypotential to the owners of the Company, its shareholders. In addition, those directors who receive the majority support from the shareholders will know they have the backing of the very shareholders they represent. We therefore ask you to join us in requesting that thereduce litigation costs associated with frivolous lawsuits.

The Board of directors promptly adopt the majority vote standard for director elections.

Please vote FOR this proposal.

The Company’s Statement in Opposition

In October 2016, we adopted a director resignation policy, as more fully described in Proposal 1, that we believe already addresses the concerns raised by this stockholder proposal. In light of this policy,Directors balanced these considerations with our board has carefully considered this stockholder proposal and, for the reasons provided below, believes that the company’s current method of electing directors is in the long-term best interests of the company and its stockholders.

Under the company’s bylaws, stockholders who are dissatisfied with incumbent directors may recommend candidates for election to our board and may withhold their votes for incumbent directors. The company’s director resignation policy provides that, in an uncontested election, any incumbent director nominee who receives a greater number of “withhold” votes than votes “for” his or her election must promptly tender a written offer of resignation to the chairman of our board. Our CG&N Committee, which is composed entirely of independent directors, will consider the offer of resignation and recommend to the board whether to accept or reject the resignation. The board is then required to act on the tendered resignation.

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Unlike the company’s existing plurality voting standard and director resignation policy, the majority voting standard requested in the stockholder proposal creates the possibility that a vacancy could result on our board when an incumbent director fails to receive the votes necessary to be elected. Such vacancies could result in the company’s inability to comply with certain NASDAQ listing requirements or other securities regulations. This includes regulations related to director independence, committee composition and the maintenance of an audit committee financial expert. Our board believes that our current director election procedures, including our director resignation policy, provide the board the flexibility to appropriately respond to stockholder interests without the risk of the potential corporate governance complicationsguidelines and practices and determined that could result from the majority voting standard requested by the stockholder proposal.

Contrary to the statements in the stockholder proposal which argue that withhold votes have no legal consequence, we believe that, as a result of the procedures described above, stockholders’ withhold votes are meaningfulit is advisable and provide an effective means for stockholders to influence the director election process. Furthermore, the proponent’s statement that a director could be elected with a single vote is highly unrealistic and contrary to actual voting experience. Since our formation in 2007, each of our director nominees has been elected by over 95% of the votes cast. Accordingly, a majority voting standard would have been irrelevant in these director elections.

In addition, majority voting may be abused by a limited number of stockholders to advance special interests that are not in the long-term best interests of all stockholders. Our stockholder base includes a significant number of individual stockholders. Traditionally, such retail investors have been less likely to vote at stockholder meetings than large investors and hedge funds. As a result, a limited number of large investors could wield disproportionate influence despite owning considerably less than a majority of our shares. Empowering small factions of large stockholders to influence the Company’s business and operations would be a disservice to the overwhelming number of our long-term stockholders.

For these reasons, our board believes our director resignation policy already accomplishes the objective of the stockholder proposal by providing stockholders with a significant voice in the election of directors, while preserving the flexibility for the board to exercise its independent judgment on a case-by-case basis in the best interests of the companyCompany and our stockholders to amend the current exculpation and liability provisions in Article IX of the Certificate to adopt amended DGCL Section 102(b)(7) and extend exculpation protection to our officers in addition to our directors (the “Certificate Amendment”).

The Board of Directors has unanimously approved the Certificate Amendment, subject to stockholder approval. The Board of Directors has unanimously determined that the Certificate Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the DGCL, hereby seeks approval of the Certificate Amendment by our stockholders.

Form of the Amendment

If our stockholders approve the Certificate Amendment, Article IX of the Certificate will be amended to extend exculpation protection to our officers in addition to our directors, in accordance with DGCL Section 102(b)(7). The Certificate Amendment would amend Article IV, Section 9.1 of our Certificate to read in its entirety as follows:

“Section 9.1 Limitation of Liability of Directors and Officers. No Director or officer of the Company shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director or officer, as applicable, except to the extent provided by applicable law (i) for any breach of the Director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, in the case of Directors only, (iv) for any transaction from which such Director or officer derived an improper personal benefit, or (v) for any action by or in the right of the Corporation, in the case of officers only. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any Director or officer of the Corporation for or with respect to any acts or omissions of such Director or officer occurring prior to such amendment or repeal.

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If the DGCL is amended after the date hereof to authorize action by corporations organized pursuant to the DGCL to further eliminate or limit the personal liability of Directors or officers, then the liability of a Director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as amended.”

Purpose of the Amendment

The Board of Directors believes that there is a need for directors and officers to remain free of the risk of financial ruin as a result of an unintentional misstep. Furthermore, adopting the Certificate Amendment would ensure that the Company remains able to attract and retain the most qualified officers. The Board of Directors has additionally determined that the proposed provision would not negatively impact stockholder rights. Thus, in light of the narrow class and type of claims for which officers’ liability would be exculpated, and the benefits that the Board of Directors believe would accrue to the Company and its stockholders. Accordingly, we believestockholders in the form of an enhanced ability to attract and retain quality officers, the Board of Directors recommends that the adoptionstockholders approve the Certificate Amendment.

Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of a majority vote standardinvestigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. Furthermore, the Company expects its peers to adopt exculpation clauses that limit the personal liability of officers in their Certificates of Incorporation and failing to adopt the Certificate Amendment could impact our recruitment and retention of exceptional officer candidates that conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company.

Adopting the Certificate Amendment would better position the Company to attract top officer candidates and retain our current officers and enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by amendmentthe risk of personal liability. The Certificate Amendment will also more generally align the protections available to our corporate governance documents is unnecessary.directors with those available to our officers. In view of the above considerations, our Board has unanimously determined to provide for the exculpation of officers as proposed.

The Board of Directors Unanimously Recommends that Stockholders Vote “AGAINST”“FOR” the Adoption of the Stockholder Proposal.

30SERVISFIRST BANCSHARES, INC. –NoticeAmendment to the Restated Certificate of 2017 Annual MeetingIncorporation to Provide for the Exculpation of Officers.

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GENERAL INFORMATION

Other Business

As of the date of this Proxy Statement, the boardBoard of directorsDirectors does not know of any other business to be presented for consideration or action at the Annual Meeting, other than that stated in the notice of the Annual Meeting. If other matters properly come before the Annual Meeting, the persons named in the accompanying form of proxy will vote thereon in their best judgment.

Questions and Answers About the 20172023 Annual Meeting and Voting

What is a proxy?

It is your legal designation of another person to vote the stock you own. The person so designated is called a proxy. If you designate someone as your proxy in a written document, that document is called a proxy or a proxy card. We have designated Thomas A. Broughton III and William M. Foshee (the “management proxies”) as proxies for the 20172023 Annual Meeting of Stockholders.

What are the purposes of the Annual Meeting?

At the Annual Meeting, stockholders will vote on: (1) the election of six directors; (2) an advisory vote on our executive compensation; (3) an advisory vote on the frequency of a stockholders’ advisory votevotes on executive compensation; (4) the ratification of Dixon Hughes GoodmanFORVIS, LLP as our independent public accounting firm for the year ending December 31, 2017;2023; (5) the considerationapproval of a stockholder proposal requestingthe amendment to our boardRestated Certificate of directors initiate the process to amend our corporate governance documentsIncorporation to provide that director nominees shall be elected by majority vote in uncontested director elections;for exculpation for certain of our executive officers; and (6) such other business as may properly come before the Annual Meeting. Our boardBoard of directorsDirectors is not aware of any matters that will be brought before the Annual Meeting, other than procedural matters, that are not listed above. However, if any other matters properly come before the Annual Meeting, the individuals named on the proxy card, or their substitutes, will be authorized to vote on those matters in their own judgment.

How do I receive a printed copy of proxy materials?

To request a printed copy of the proxy materials, please call 1-866-641-4276, visitwww.investorvote.com/SFBSor email investorvote@computershare.com with “Proxy Materials ServisFirst Bancshares, Inc.” in the subject line. To make your request, you will need the 15-digit control number printed on your Notice of Internet Availability of Proxy Materials or proxy card.

Who is entitled to vote?

Stockholders of record at the close of business on March 20, 2017,February 22, 2023, the record date for the Annual Meeting, are entitled to receive notice of the Annual Meeting and to vote shares of common stock held as of the record date at the Annual Meeting. As of the record date, 52,809,39654,398,249 shares of our common stock were outstanding and entitled to vote. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon. There are no cumulative voting rights.

How do I vote?

If you hold your shares in a brokerage account in your broker’s or another nominee’s name (held in “street name”), you are a beneficial owner and you should follow the voting directions provided by your broker or nominee:

•

You may complete and mail a voting instruction form to your broker or nominee.

•

If your broker allows, you may submit voting instructions by telephone or the Internet.

•

You may use a mobile device, scanning the QR barcode on your voter instruction form or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.

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You may complete and mail a voting instruction form to your broker or nominee.

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If your broker allows, you may submit voting instructions by telephone or the Internet.

You may use a mobile device, scanning the QR barcode on your voter instruction form or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.

You may cast your vote in person at the 2017 Annual Meeting, but you must request a legal proxy from your broker or nominee and bring it to the Annual Meeting.

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•

You may cast your vote in person at the annual meeting but you must obtain a legal proxy from your broker or nominee.

If you hold your shares in your own name as a holder of record with our transfer agent, Computershare, you are a “stockholder of record” and may vote using any of the following methods:

•

By going to the websitewww.investorvote.com/SFBSand following the instructions for Internet voting on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail. You will need the 15-digit control number printed therein. You may also access instructions for telephone voting on the website.

•

By using your mobile device to scan the QR barcode on your proxy card or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.

By using your mobile device to scan the QR barcode on your proxy card or Notice of Internet Availability of Proxy Materials and following the prompts that appear on your mobile device.

If you received a printed copy of the proxy materials, by completing and mailing your proxy card in the prepaid return envelope, or if you reside in the United States or Canada, by dialing 1-800-662-8683 and following the instructions for telephone voting provided by the recorded message at that number. You will need your 15-digit control number printed on your proxy card.

By casting your vote in person at the 2017 Annual Meeting.

•

If you received a printed copy of the proxy materials, by completing and mailing your proxy card in the prepaid return envelope, or if you reside in the United States or Canada, by dialing 1-800-652-8683 and following the instructions for telephone voting provided by the recorded message at that number. You will need your 15-digit control number printed on your proxy card.

•

By casting your vote in person at the 2023 Annual Meeting.

If you invest in our common stock through the companyCompany stock fund in the ServisFirst Bank 401(k) Profit Sharing Plan and Trust, you will receive instructions for submitting your voting directions from the 401(k) plan’s administrator, Lincoln Financial. The 401(k) plan’s trustees will vote shares held by the 401(k) plan in accordance with the tabulation. Any shares for which the trustees do not receivereceived timely voting directions will be voted by the trustees in proportion to the shares for which directions were actually received. To allow the trustees sufficient time to process voting directions, the voting deadline for 401(k) plan participants is 5:00 p.m., Central Time, on May 12, 2017.April 14, 2023.

What if I change my mind after I vote my shares?

You can revoke or change your proxy at any time before it is voted at the 20172023 Annual Meeting.

If you hold your shares in a brokerage account in your broker’s or another nominee’s name (“street name”), you may revoke or change your vote:

Via telephone or Internet, using the voting directions provided by your broker or nominee; or

By casting your vote in person at the 2017 Annual Meeting, but you must present a legal proxy at the Annual Meeting.

•

Via telephone or Internet, using the voting directions provided by your broker or nominee; or

•

By casting your vote in person at the Annual Meeting, but you must obtain a legal proxy from your broker or nominee. Attendance in person at the Annual Meeting will not revoke any proxy you have previously granted unless you specifically so request.

If you are a registered stockholder, you may revoke or change your vote by:

Voting by telephone or the Internet, using the voting directions provided on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail;

Notifying our Secretary, William M. Foshee, in writing;

Sending another executed proxy card dated later than the first proxy card; or

Voting in person at the 2017 Annual Meeting. Attendance at the Annual Meeting will not revoke any proxy you have previously granted unless you specifically so request.

•

Voting by telephone or the Internet, using the voting directions provided on the proxy card or Notice of Internet Availability of Proxy Materials that you received in the mail;

•

Notifying our Secretary, William M. Foshee, in writing;

•

Sending another executed proxy card dated later than the first proxy card; or

•

Voting in person at the 2023 Annual Meeting. Attendance at the Annual Meeting will not revoke any proxy you have previously granted unless you specifically so request.

If you invest in our common stock through the companyCompany stock fund in the ServisFirst Bank 401(k) Profit Sharing Plan and Trust, you may revoke or change your vote by following the instructions provided by the 401(k) plan’s administrator, Lincoln Financial. To allow the trustees sufficient time to process voting directions, the deadline for 401(k) plan participants to revoke or change their voting directions is 5:00 p.m., Central Time, on May 12, 2017.April 14, 2023.

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How many shares must be present to hold the 20172023 Annual Meeting?

More than one-half of the Company’s outstanding common stock as of the record date must be represented at the 20172023 Annual Meeting in person, or by proxy in order to hold the Annual Meeting. This is called a quorum. We will count your shares as present at the Annual Meeting if you:

Are present and vote in person at the Annual Meeting;

Have properly submitted a proxy card or a voter instruction form, or voted by telephone or the Internet on a timely basis; or

Hold your shares through a broker or otherwise in street name, and your broker uses its discretionary authority to vote your shares on Proposal Number 4.

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Are present and vote at the Annual Meeting;

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Have properly submitted a proxy card or a voter instruction form, or voted by telephone or the Internet on a timely basis; or

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Hold your shares through a broker or otherwise in street name, and your broker uses its discretionary authority to vote your shares on Proposal Number 4.

As of the record date, 52,809,39654,398,249 shares of our common stock, $0.001 par value per share, held by 589486 stockholders of record, were issued and outstanding. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the Annual Meeting.

How many votes are needed to approve each item?

Directors are elected by a plurality of the votes cast. A “plurality vote” means that the winning candidate only needs to get more votes than a competing candidate. If a director runs unopposed, he or she only needs one vote to be elected. However, if any nominee for director receives a greater number of “withhold” votes than votes “for” such election, our director resignation policy requires that such person must promptly tender his resignation to the Chairman of our board following certification of the Annual Meeting results.

Although the advisory vote on the frequency of the advisory vote on executive compensation option is not binding on the Company, the option (every year, every two years or every three years) that receives the highest number of votes cast by the stockholders will be the frequency for the advisory vote on executive compensation deemed approved by the stockholders.

Any other matter that may properly come before the Annual Meeting must be approved by the affirmative vote of a majority of the shares entitled to vote that are present or represented by proxy at the Annual Meeting.

What is the effect of an “abstain” vote or a “broker non-vote” on the proposals?

Under the General Corporation Law of the State of Delaware, an abstention from voting on any proposal will have the same legal effect as an “against” vote, except election of directors, where an abstention has no effect under plurality voting.

A “broker non-vote” occurs if your shares are not registered in your name (that is, you hold your shares in “street name”) and you do not provide the record holder of your shares (usually a bank, broker or other nominee) with voting instructions on any matter as to which a broker may not vote without instructions from you, but the broker nevertheless provides a proxy for your shares. Shares as to which a “broker non-vote” occurs are considered present for purposes of determining whether a quorum exists, but are not considered votes cast or shares entitled to vote with respect to a voting matter. None of the election of directors, the advisory vote on executive compensation, the advisory vote on the frequency of the advisory vote on executive compensation or the stockholder proposal are matters on which a broker may vote without your instructions. However, the ratification of the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm is a routine matter, and brokers who do not receive instructions from you on how to vote on that matter generally may vote on that matter in their discretion.

Why did I receive a “Notice“Notice Regarding the Availability of Proxy Materials”Materials” but no proxy materials?

We distribute our proxy materials to stockholders via the Internet under the “Notice and Access” approach permitted by the rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or about March 29, 2017,6, 2023, we mailed a “Notice Regarding the Availability of Proxy Materials” to stockholders, containing instructions on how to access the proxy materials on the Internet.

What if I share an address and a last name with other Company stockholders?

To reduce the expenses of delivering duplicate proxy materials to stockholders, we are relying upon SEC “householding” rules that permit delivery of only one set of applicable proxy materials to multiple stockholders who share an address and have the Board’s recommendations?

Our boardsame last name, unless we receive contrary instructions from any stockholder at that address. Stockholders of directors unanimously recommendsrecord who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the notices or the proxy statement and proxy card for all stockholders having that stockholdersaddress. The notice or proxy card for each stockholder will include that stockholder’s unique control number needed to vote his or her shares. This procedure reduces our printing costs and postage fees. If, in the future, you do not wish to participate in householding and prefer to receive your shares: (1) “FOR” the election of the six nominees for the board of directors, as more fully describedNotice or Proxy Statement in Proposal 1; (2) “FOR” the proposal regarding an advisory vote on executive compensation, as more fully described in Proposal 2; (3) “EVERY YEAR” for the proposal regarding an advisory vote on the frequency of a stockholders’ advisory vote on executive compensation, as more fully described in Proposal 3; and (4) “FOR” the ratification of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2017, as more fully described in Proposal 4.

Our board of directors unanimously recommends that stockholders vote against the stockholder proposal requesting our board of directors initiate the process to amend our corporate governance documents to provide that director nominees shall be elected by majority vote in uncontested elections, as more fully described in Proposal 5.

If you timely submit voting instructions by telephone or by Internet,separate envelope, or if your proxy card is properly executed and received in time for voting, and not revoked, your shares will be voted in accordance with your instructions. In the absence of any instructionshousehold currently receives more than one Notice or directions to the contrary on any proposal on a proxy card, the management proxies will vote all shares of common stock for which such proxy cards have been received “for” Proposals 1, 2 and 4, “every year” for Proposal 3 and “against” Proposal 5.

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Our board of directors does not know of any matters other than the above proposals that may be brought before the Annual Meeting. If any other matters should come before the Annual Meeting, the management proxies will have discretionary authority to vote all proxies not marked to the contrary with respect to such matters in accordance with their best judgment.

In particular, the management proxies will have discretionary authority to vote with respect to the following matters that may come before the Annual Meeting: (i) approval of the minutes of the prior meeting if such approval does not amount to ratification of the action or actions taken at that meeting; (ii) any proposal omitted from the Proxy Statement and form of proxy pursuantin the future, you would prefer to Rules 14a-8participate in householding, please call (205) 949-0307, or inform us in writing at: ServisFirst Bancshares, Inc., 2500 Woodcrest Place, Birmingham, Alabama 35209, Attn: William M. Foshee, Secretary. Requests will be responded to promptly.

For those stockholders who have the same address and 14a-9 under the Exchange Act;last name and (iii) matters incidentwho request to the conductreceive a printed copy of the Annual Meeting. In connection withproxy materials by mail, we will send only one copy of such matters,materials to each address unless one or more of those stockholders notifies us, in the management proxies will vote in accordance withsame manner described above, that the stockholder(s) wish to receive a printed copy for each stockholder at that address.

Beneficial stockholders can request information about householding from their best judgment.banks, brokers, or other holders of record.

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Who pays for this proxy solicitation?

We do. We are making this proxy solicitation and will pay all costs in connection with the meeting, including the cost of preparing, assembling and, as applicable, mailing the Notice of the Annual Meeting, Proxy Statement, proxy card and our Annual Report to Stockholders for the year ended December 31, 2016,2022, as well as handling and tabulating the proxies returned. We have engaged Okapi Partners LLC to assist with the solicitation of proxies for an estimated fee of $7,500 plus expenses. In addition, proxies may be solicited by directors, officers and regular employees of the company,Company, without additional compensation, in person or by other electronic means. We will reimburse brokerage houses and other nominees for their expenses in forwarding proxy materials to beneficial owners of our common stock.

Who can help answer your questions?

If you have questions about the Annual Meeting, you should contact our Secretary, William M. Foshee, 850 Shades Creek Parkway, Suite 200,2500 Woodcrest Place, Birmingham, Alabama 35209, telephone (205) 949-0307.

Annual Report on Form 10-K

On written request, we will provide, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 20162022 (including a list briefly describing the exhibits thereto), as filed with the SEC (including any amendments filed with the SEC), to any record holder or beneficial owner of our common stock as of the close of business on March 20, 2017,February 22, 2023, the record date, or to any person who subsequently becomes such a record holder or beneficial owner. Requests should be directed to the attention of our Secretary at the address set forth above.

Stockholder Proposals

Under Exchange Act Rule 14a-8, any stockholder desiring to submit a proposal for inclusion in our proxy materials for our 20182024 Annual Meeting of Stockholders must provide the companyCompany with a written copy of that proposal by no later than November 29, 2017,7, 2023, which is 120 days before the first anniversary of the date on which the company’sCompany’s proxy materials for the 20172023 Annual Meeting were first made available to stockholders. However, if the date of our Annual Meeting in 20182024 changes by more than 30 days from the date of our 20172023 Annual Meeting, then the deadline would be a reasonable time before we begin distributing our proxy materials for our 20182024 Annual Meeting. Matters pertaining to such proposals, including the number and length thereof, eligibility of persons entitled to have such proposals included and other aspects are governed by the Exchange Act and the rules of the SEC thereunder and other laws and regulations, to which interested stockholders should refer.

If a stockholder desires to bring other business before the 20182024 Annual Meeting without including such proposal in the company’s proxy statement,Company’s Proxy Statement, the stockholder must notify the companyCompany in writing on or before February 12, 2018.January 19, 2024.

Our CG&N Committee will consider nominees for election to our boardBoard of directors.Directors. See “Corporate Governance—Board Committees and Their Functions—Corporate Governance and Nominations Committee” for details to be included in any such nomination. Nominations should be submitted in a timely manner in care of our Chief Financial Officer. Generally, we will consider nominations to be timely if submitted no later than the date a stockholder must submit a proposal for inclusion in our proxy materials.

34SERVISFIRST BANCSHARES, INC. –Notice of 2017 Annual Meeting of Stockholders and Proxy Statement

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Solicitation of Proxies

Our boardBoard of directorsDirectors solicits the accompanying proxy for use at our Annual Meeting of Stockholders to be held on Thursday, May 18, 2017,April 17, 2023, at 11:309 a.m., Central Daylight Time, at The Club, Staterooms, 1 Robert S. Smith Drive,our corporate headquarters located at 2500 Woodcrest Place, Birmingham, Alabama 35209. The Notice of Annual Meeting of Stockholders and this Proxy Statement are being made available on or about March 29, 20176, 2023 to our stockholders of record as of the close of business on March 20, 2017,February 22, 2023, the record date for the Annual Meeting.

Our corporate headquarters is located at 850 Shades Creek Parkway, Suite 200,2500 Woodcrest Place, Birmingham, Alabama 35209 and our toll free telephone number is (866) 317-0810.

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		By Order of the Board of Directors
		SERVISFIRST BANCSHARES, INC.
		William M. Foshee
		Secretary and Chief Financial Officer Birmingham, Alabama March 29, 2017

Birmingham, Alabama
March 6, 2023

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