DEF 14A of Commercial Bancgroup, Inc., Mar 31, 2026

DEF 14A of Commercial Bancgroup, Inc.

Filed Mar 31, 2026 · FY20250001213900-26-037647

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. General

    General The Company’s Amended and Restated Charter and Amended and Restated Bylaws provide that the Board will consist of between five and 25 directors. The number of members of the Board may from time to time be fixed or changed within this range by the Board or by the Company’s shareholders. The Board currently consists of nine directors. The Company’s Amended and Restated Charter and Amended and Restated Bylaws provide for the terms of directors to be staggered by dividing the Board into three classes, denoted Class I, Class II, and Class III, with the number of directors in each class to at all times be as equal as possible. Generally, directors are elected for terms to expire at the third annual meeting of Company shareholders following the annual meeting at which they are elected, except that (i) each director initially appointed to Class I is to serve for an initial term to expire at the Annual Meeting, (ii) each director initially appointed to Class II is to serve for an initial term to expire at the 2027 annual meeting of Company shareholders, and (iii) each director initially appointed to Class III is to serve for an initial term to expire at the 2028 annual meeting of Company shareholders, and provided that the term of each director will continue until the election and qualification of his or her successor or a decrease in the number of directors and is subject to and will end at the director’s earlier death, retirement, resignation, or removal from office. The current composition of the Board, by class of directors, is as follows:

  3. General

    | Class I Directors | Class II Directors | Class III Directors | | Sam A. Mars III | Terry L. Lee | J. Adam Robertson | | Aaron A. Robertson | Alan C. Neely | Dennis Michael Robertson | | Martha S. Spurlock | Charles L. Yates | James J. Shoffner |

  4. Directors Nominated for Election

    Directors Nominated for Election At the Annual Meeting, Company shareholders will vote on the election of three Class I directors to serve until the 2029 annual meeting of the Company’s shareholders and thereafter until the election and qualification of their successors or a decrease in the number of directors. The individuals identified in the table below have been nominated for election as Class I directors at the Annual Meeting. Each nominee has consented to being named in this proxy statement and to serving as a director if elected.

  5. Directors Nominated for Election

    | | | | Board Committee Assignments | | | | Name | Age | Independent | Audit | Compensation | Nominating and Corporate Governance | | Sam A. Mars III | 74 | Yes | X | | X | | Aaron A. Robertson | 39 | No | | | | | Martha S. Spurlock | 68 | Yes | | X | |

  6. Directors Nominated for Election

    (The information above is current as of March 31, 2026.) If any nominee becomes unable or unwilling to serve for any reason prior to the election, the holders of proxies may vote in their discretion for a substitute nominee designated by the Board. All nominees are incumbent directors of the Company. Each nominee also currently serves as a member of the board of directors of Commercial Bank (the “Bank”), the Company’s wholly owned bank subsidiary. There are no arrangements or understandings between any nominee and any other person pursuant to which such individual is nominated to serve as a director.

  7. Nominee Biographies

    Nominee Biographies The Board believes that each nominee has valuable individual skills, expertise, and experience that will contribute to the Board providing effective oversight of the Company. The biographies below reflect the experience, qualifications, attributes, and skills that led the Board to conclude that each nominee should be nominated for reelection to the Board. The following information is as of March 31, 2026. Sam A. Mars III. Sam A. Mars III has served as a director of the Company since March 2025 and as a member of the board of directors of the Bank since 1980. Mr. Mars earned a degree in Business Administration from the University of Tennessee in 1973, majoring in accounting. After graduation, he began his career as President and Chief Operations Officer of S.A. Mars Jr., Inc. and Mars Properties, Inc. (collectively, the “Mars Companies”), his family’s wholesale oil distribution company. In 1997, the Mars Companies were sold, and the remaining family business transitioned into other industries, including hospitality, mini-storage rental, commercial real estate rental, funeral and cemetery, and the restaurant business. During the past five years, Mr. Mars has been semi-retired, as well as self-employed operating various family businesses. Mr. Mars’ business and accounting knowledge and expertise are among his qualifications to continue to serve as a member of the Board. Aaron A. Robertson. Aaron A. Robertson has served as a director of the Company and a member of the board of directors of the Bank since January 2023. He is a lifelong resident of Claiborne County, Tennessee. Mr. Robertson graduated from J. Frank White Academy with his high school diploma in 2005, and he graduated with an associates/master’s degree in Diesel Technology from Southeast Kentucky Community & Technical College. He has been self-employed in the farming/cattle industry since August 2009, and he has been employed with Harrogate Insurance Agency since 2011. Mr. Robertson is also a partner in the Harrogate Restaurant Group. His knowledge of the Company, his experience owning and managing his own business, and his unique understanding of our markets, operations, and competition are among his qualifications to continue to serve as a member of the Board. Martha S. Spurlock. Martha S. Spurlock has served as a director of the Company since March 2023 and as a member of the board of directors of the Bank since 2016. Ms. Spurlock has served as a manager of Unified Shares, LLC since 2014. Before retiring in 2015, Ms. Spurlock worked as a claims service representative working on underwriters’ safety claims for Underwriters Safety & Claims, a workman’s compensation insurance carrier. She also has experience managing various rental properties throughout the Harrogate, Tennessee region, which has given her unique insight into local community development and a deeper understanding of the Bank’s customer base. Her experience overseeing community banking operations and her connection to the local community are among her qualifications to continue to serve as a member of the Board.

  8. Directors

    Directors Certain information about our remaining Class II and Class III directors, who are not up for election at the Annual Meeting, including their biographies, is provided below.

  9. Directors

    | | | | | Board Committee Assignments | | | | Name | Age | Term Ends | Independent | Audit | Compensation | Nominating and Corporate Governance | | Terry L. Lee | 68 | 2027 | No | | | | | Alan C. Neely | 60 | 2028 | Yes | X | | X | | J. Adam Robertson | 52 | 2027 | No | | | | | Dennis Michael Robertson | 74 | 2028 | Yes | | X | X | | James J. Shoffner | 65 | 2028 | Yes | X | | X | | Charles L. Yates | 70 | 2027 | Yes | | X | X |

  10. Directors

    (The information above is current as of March 31, 2026.) Terry L. Lee. Terry L. Lee has served as (i) the President of the Company since May 2004 and the President and Chief Executive Officer of the Company since March 2025 and (ii) the Chief Executive Officer of the Bank since May 2004 and the President and Chief Executive Officer of the Bank since March 2025. He has served as a member of the Board since January 1995, and he previously served as Chairperson of the board of directors of the Bank from November 2022 to March 2025. Mr. Lee joined the Bank in 1989 as a bookkeeper. In 1991, he was promoted to Vice President of Marketing of the Bank, and, within the year, he was appointed Vice President and Loan Officer of the Bank. He was promoted to Senior Vice President and Senior Lending Officer of the Bank in 1992 and President of the Bank in January 1995. Prior to joining the Company and the Bank, Mr. Lee held various positions, including manager of purchasing and warehousing, senior buyer, warehouse coordinator and maintenance analyst, with various subsidiaries of Cyrus Mineral Company between 1979 and 1989. Mr. Lee served as Chairman of the board of directors of Alliance Bank & Trust Company from 2019 to 2024. He served as Chairman of the board of directors of Millennium Bank from 2019 to 2023. Mr. Lee earned his Bachelor of Arts degree from Lincoln Memorial University. He serves as trustee for Lincoln Memorial University and as a board member of the Tennessee Bankers Association. He is also an owner and director of Mound Technologies, Inc. Mr. Lee’s extensive experience in the banking industry and leadership roles, along with his business acumen and management experience, well qualify him to serve on our Board. Alan C. Neely. Alan C. Neely has served as a director of the Company since March 2023 and as a member of the board of directors of the Bank since 1996. Since 2011, Mr. Neely has been president of Five Star Properties, Inc., a property management and home styling company. Mr. Neely is the former president of Giles Industries, a family-owned mobile home manufacturing company. In 2006, he facilitated the sale of Giles Industries to Southern Energy Homes, which was subsequently acquired by Clayton Home Building Group. He is active in the management of many areas of his family’s commercial real estate property management businesses, including Alamar Enterprises, Inc., Neely Family Enterprises, LLC, Neely Family Realty Corporation, Clayton Home Building Group, Dorothy G. Neely Realty Corporation, and Five Star Properties, Inc. In his roles at Clayton Home Building Group, Mr. Neely worked with the chief financial officer to supervise the company’s controllers and accountants. He also supervised the controller in his role at Giles Industries. Mr. Neely’s management experience and experience in the commercial real estate industry are among his qualifications to serve as a member of our Board. J. Adam Robertson. J. Adam Robertson has served as the Executive Chairperson of the Board since March 2025 and as a Board member since November 2022, and he previously served as the Chief Executive Officer of the Company from November 2022 to March 2025. He also served as the President of the Bank from 2011 to 2025 and has been a member of the board of directors of the Bank since November 2022. Mr. Robertson joined the Bank in August 1997. During his 28 years at the Bank, he has served in various capacities with increasing responsibilities. In addition to his duties at the Company and the Bank, Mr. Robertson is a small business owner and developer. He is active in the Tennessee Bankers Association and serves as a director in the Independent Bankers Division. In the community, he serves on the board of First Priority Tri-States, First Priority of America, and Student Leadership University. He is a trustee at Charleston Southern University in Charleston, South Carolina. Mr. Robertson is a graduate of Belmont University, the Southeastern School of Banking, and the Graduate School of Banking at Louisiana State University. His experience in the banking industry and serving in the community are among his qualifications to serve on our Board. Dennis Michael Robertson. Dennis Michael Robertson has served as a director of the Company since March 2023 and as a member of the board of directors of the Bank since 1995. He graduated from the University of Tennessee in 1973 with a Business Administration degree in accounting. While at the University of Tennessee, he was chosen as President of Alpha Beta Psi Honor Fraternity. Mr. Robertson graduated with honors in 1975 from the University of Tennessee School of Law, from which he received his Doctor of Jurisprudence Degree, and became a member of the Tennessee Bar in 1976. He began practicing law thereafter in Claiborne County, Tennessee. Mr. Robertson was elected to the Tennessee House of Representatives where he served the Thirty-Fifth District for eight years from 1976 to 1984. While in the legislature, he served as the Assistant Minority Leader. After his departure from the General Assembly, he served as the Commissioner for the Eastern Division of the Tennessee Claims Commission, where he served from 1985 until 1992. At that time, Mr. Robertson re-entered the private practice of law in Claiborne County, Tennessee where he has practiced ever since. His legal expertise and experience serving civic organizations are among his qualifications to serve as a member of our Board. James J. Shoffner. James J. Shoffner has served as a director of the Company since March 2025 and a member of the board of directors of the Bank since 2001. Mr. Shoffner is a lifelong resident of Middlesboro, Kentucky. He is a 1997 graduate of the Kentucky Bankers Association’s Kentucky School of Banking. He served on the board of directors of Middlesboro Federal Bank from 1985 to 2001. Mr. Shoffner served as the chief operating officer of Middlesboro Federal Bank from 1993 to 1995 and as its president from 1995 to 2001. Since 1995, he has owned the JRS Restaurant Corporation and Corbin Restaurants. Mr. Shoffner has served on the Lincoln Memorial University Board of Trustees since 1997 and has served as a trustee and chairman of Appalachian Regional Healthcare. His experience in the banking industry and financial management expertise as a business owner are among his qualifications to serve as a member of our Board. Charles L. Yates. Charles L. Yates has served as a director of the Company since March 2025 and a member of the board of directors of the Bank since 2023. Mr. Yates has served as the chief financial officer of Smith Enterprises since 2010. He has extensive experience in the banking industry with previous positions as a systems analyst at the Federal Reserve Bank of Charlotte, an operations officer for Branch Bank & Trust Company, and an operations manager at Rock Hill National Bank. Mr. Yates received a degree in Business Management from Sacred Heart College in 1983. His experience in the banking industry and his expertise in business operations are among his qualifications to serve as a member of our Board.

  11. NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  12. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation awarded to, earned by, or paid to each of our named executive officers during the fiscal years ended December 31, 2025 and 2024, determined pursuant to applicable SEC rules.

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4)(5) | Total ($) | | Terry L. Lee | 2025 | 587,284 | 0 | 1,200,000 | 1,987,937 | 54,131 | 2,629,352 | | Former President and current President and Chief Executive Officer | 2024 | 538,470 | 0 | 0 | 888,027 | 42,890 | 1,469,387 | | J. Adam Robertson | 2025 | 263,393(6) | 120,000 | 0 | 0 | 128,676 | 512,069 | | Former Chief Executive Officer and current Executive Chairperson | 2024 | 267,411 | 120,000 | 0 | 0 | 130,610 | 518,021 | | Philip J. Metheny | 2025 | 246,154 | 0 | 0 | 27,500 | 17,208 | 290,862 | | Chief Financial Officer | | | | | | | | | Richard C. Sprinkle, Jr. | 2025 | 270,600 | 0 | 0 | 27,500 | 20,162 | 318,262 | | Chief Credit Officer (Bank) | 2024 | 266,200 | 14,974 | 0 | 0 | 24,512 | 305,686 |

  14. Summary Compensation Table

    ____________ (1) Represents a discretionary bonus earned and paid for the applicable fiscal year. (2) Represents the aggregate grant date fair value of the time-based restricted stock unit award granted to Terry L. Lee in 2025. The assumptions used in the valuation of the award are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in the 2025 Form 10-K. (3) Represents an annual cash bonus earned and paid for the applicable fiscal year. (4) The amounts in this column for fiscal year 2024 represent: (i) $18,980 for Terry L. Lee, $17,924 for J. Adam Robertson, and $16,636 for Richard C. Sprinkle, Jr. in matching contributions and profits sharing under our 401(k) plan; (ii) $1,735 for Terry L. Lee and $370 for J. Adam Robertson in life insurance premiums; (iii) $7,449 for Terry L. Lee and $2,686 for J. Adam Robertson for personal use of the corporate aircraft; (iv) $14,267 for J. Adam Robertson for tickets to sporting events; (v) $14,726 for Terry L. Lee, $12,659 for J. Adam Robertson, and $7,876 for Richard C. Sprinkle, Jr. for personal use of a company vehicle; (vi) $2,704 in tax gross-ups to pay for taxes associated with J. Adam Robertson’s discretionary bonus presented under the “Bonus” column; and (vii) an $80,000 discretionary annual bonus to J. Adam Robertson for services on the Board. The value of the foregoing benefits was determined based on the actual cost of such benefits to the Company. (5) The amounts in this column for fiscal year 2025 represent: (i) $20,164 for Terry L. Lee, $16,048 for J. Adam Robertson, $16,419 for Philip J. Metheny, and $11,320 for Richard C. Sprinkle, Jr. in matching contributions and profits sharing under our 401(k) plan; (ii) $819 for Terry L. Lee, $819 for J. Adam Robertson, $789 for Philip J. Metheny, and $778 for Richard C. Sprinkle in life insurance premiums; (iii) $22,710 for Terry L. Lee for personal use of the corporate aircraft; (iv) $16,108 for J. Adam Robertson for tickets to sporting events; (v) $10,438 for Terry L. Lee, $12,993 for J. Adam Robertson, and $8,064 for Richard C. Sprinkle, Jr. for personal use of a company vehicle; (vi) $2,708 in tax gross-ups to pay for taxes associated with J. Adam Robertson’s discretionary bonus; and (vii) a $80,000 discretionary annual bonus to J. Adam Robertson for services on the Board. The value of the foregoing benefits was determined based on the actual cost of such benefits to the Company. (6) The amounts in this column for fiscal year 2025 represent (i) $205,701 for J. Adam Robertson’s services as an employee from January 1, 2025 to September 30, 2025, and (ii) $57,692 for J. Adam Robertson’s services as a director from October 1, 2025 to December 31, 2025.

  15. Potential Payments Upon Termination

    Potential Payments Upon Termination For a qualifying termination, the Lee Employment Agreement, Metheny Employment Agreement, and Sprinkle Employment Agreement (each, an “Employment Agreement”) provide for the payments and benefits set forth below. Upon a termination of the executive’s employment by the employer without “cause” or upon resignation of employment by the executive for “good reason” (each as defined in the applicable Employment Agreement and summarized below), the executive would receive a lump sum cash payment (or, at the discretion of the employer, 26 equal bi-weekly installments) in an amount equal to two times (in the case of Terry L. Lee) or one times (in the case of Philip J. Metheny and Richard C. Sprinkle, Jr.) the sum of (A) the executive’s base salary as of the date of termination (or, in the case of a resignation for good reason due to a material reduction in base salary, executive’s base salary immediately prior to such reduction) plus (B) the average of the executive’s cash incentive compensation for the two years immediately preceding the year of termination (such sum, the “Severance Amount”). The foregoing payments to the executive are subject to the executive complying with confidentiality, non-disparagement and, for 12 months following termination, restrictive covenants (including non-compete and non-solicit provisions). Upon a termination of the executive’s employment by the employer without cause or upon resignation of employment by the executive for good reason, in each case within six months prior to or 12 months following a “change in control” (as defined in the applicable Employment Agreement), the executive would receive a lump sum cash payment equal to three times (in the case of Terry L. Lee) or two times (in the case of Philip J. Metheny and Richard C. Sprinkle, Jr.) the Severance Amount. The payments described above payable to the executive upon a qualifying termination of employment (including a qualifying termination outside of or in connection with a change in control) are subject to the executive executing a fully effective and irrevocable separation agreement. For purposes of the Employment Agreements: • “Cause” generally means a termination of the executive’s employment due to (i) fraud, embezzlement, misappropriation, theft, or dishonesty by the executive in the course of the executive’s employment, (ii) a material violation by the executive of any written policy or code of the employer which (if curable) is not timely cured by the executive after notice to the executive of such violation, (iii) willful misconduct, gross negligence, or gross neglect by the executive in the course of the executive’s employment, (iv) a breach by the executive of any fiduciary duty of the executive, (v) a breach by the executive of the Employment Agreement, subject to cure (if applicable), (vi) the conviction of the executive of, or a plea by the executive of nolo contendere to, a felony, or a misdemeanor involving moral turpitude, or the actual incarceration of the executive, (vii) conduct or behavior by the executive that materially harms or reasonably could be expected to materially harm our business or reputation, or (viii) the initiation by any regulatory agency of certain actions against the executive, or the removal of the executive from office or permanent prohibition of the executive from participating in our business by the Tennessee Department of Financial Institutions or by certain regulatory agency orders. The termination of the executive’s employment due to or in connection with the expiration of his Employment Agreement’s term (and, in the case of Terry L. Lee and Philip J. Metheny, non-renewal), or due to the executive’s disability, will not constitute termination without cause. • “Change in control” generally means (i) the consummation of certain corporate transactions immediately after which less than a majority of the voting securities of the Company (or its successor) is held by the holders of the securities of the Company immediately prior to such transaction, (ii) any person becoming the “beneficial owner” of more than 50% of the combined voting power of the Company’s voting securities, (iii) the sale or disposition of assets of the Company or an affiliate during any 12-month period with a fair market value equal to or greater than 80% of the fair market value of the Company’s consolidated assets, or (iv) the replacement, during any period of 12 consecutive months, of a majority of the members of the Board with directors whose appointment or election was not endorsed by a majority of the members of the Board before the date of appointment or election. • “Good reason” generally means a termination by the executive of the executive’s employment due to (i) a material diminution in the executive’s authority, duties, and responsibilities, (ii) a material reduction in the executive’s base salary, (iii) a change in the location of the executive’s primary office that requires the executive to regularly physically report to an office located 50 miles or more from the location of the executive’s primary office, or (iv) a material breach of the executive’s Employment Agreement by the employer. Upon the termination of the executive’s employment due to death or disability, the executive’s estate would receive a pro rata portion (through the date of termination) of any cash incentive compensation that would have been payable to the executive for the year in which the executive’s death or disability occurs. Pursuant to the Lee Employment Agreement, after the termination of Terry L. Lee’s employment, Mr. Lee and his spouse are entitled to receive continued employer-paid, lifetime health insurance coverage and life insurance benefits.

  16. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.

  17. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Terry L. Lee | 42,500(1) | 1,043,800(2) | | J. Adam Robertson | 0 | 0 | | Philip J. Metheny | 0 | 0 | | Richard C. Sprinkle, Jr. | 0 | 0 |

  18. Outstanding Equity Awards at Fiscal Year-End

    ____________ (1) Represents the 42,500 unvested time-based RSUs granted to Mr. Lee on September 29, 2025. These RSUs generally will vest in three equal tranches on September 29, 2026, 2027, and 2028. (2) Amount is calculated by multiplying the number of shares or units shown in the table by $24.56, which was the closing price per share of our common stock on December 31, 2025, the last day of our 2025 fiscal year. The Company is a “smaller reporting company,” as defined in Item 10 of Regulation S-K under the Exchange Act, and an “emerging growth company,” as defined in Rule 12b-2 of the Exchange Act, and has elected to provide executive compensation information pursuant to the scaled disclosure rules applicable to smaller reporting companies and emerging growth companies under the rules of the SEC. Under such scaled disclosure rules, we are not required to provide a Compensation Discussion and Analysis, Compensation Committee Report, or certain tabular and narrative disclosures relating to executive compensation.

  19. Director Compensation

    Director Compensation Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors. Pursuant to this program, each member of our Board who is not an employee received cash and other compensation for fiscal year 2025 Board service as described below. Our Board adopted, and our shareholders approved, the 2025 Plan, effective as of September 16, 2025. Pursuant to the 2025 Plan, the maximum compensation paid by the Company to a non-employee director during a calendar year for service on the Board will not exceed $1,000,000 in total value (calculating the value of any grants under the 2025 Plan based on the grant date fair value of such grants for financial reporting purposes). On November 24, 2025, the Company granted to each of its non-employee directors 469 RSUs that will vest on the date of the Annual Meeting, generally subject to their continued service. Non-employee directors are compensated through a combination of annual cash retainers and per-meeting fees. In 2026, each non-employee director will receive a retainer of $1,000 per month for service on the Board. Members of the Audit Committee will receive an additional retainer of $208.33 per month for service on the Audit Committee, except for the chairperson who will receive $416.66 per month; members of the Nominating and Corporate Governance Committee will receive an additional retainer of $116.66 per month for service on the Nominating and Corporate Governance Committee, except for the chairperson who will receive $233.33 per month; and members of the Compensation Committee will receive an additional retainer of $145.83 per month for service on the Compensation Committee, except for the chairperson who will receive $191.66 per month. Additionally, each non-employee director will receive $1,500 for each monthly meeting of the board of directors of the Bank that he or she attends. Terry L. Lee and J. Adam Robertson are named executive officers of the Company for 2025, and the compensation paid to each of them for 2025 is presented in the Summary Compensation Table and the accompanying compensation tables and narrative discussion above.

  20. 2025 Director Compensation Table

    2025 Director Compensation Table

  21. 2025 Director Compensation Table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All Other Compensation ($) | Total ($) | | Sam A. Mars III | 23,325 | 11,434 | 0 | 34,759 | | Alan C. Neely | 21,975 | 11,434 | 0 | 33,409 | | Aaron A. Robertson | 21,000 | 11,434 | 142,130 | 174,564 | | Dennis Michael Robertson | 30,925 | 11,434 | 0 | 42,359 | | James J. Shoffner | 23,050 | 11,434 | 0 | 34,484 | | Martha S. Spurlock | 19,937 | 11,434 | 0 | 31,371 | | Charles L. Yates | 24,687 | 11,434 | 0 | 36,121 |

  22. 2025 Director Compensation Table

    ____________ (1) Includes fees paid to our directors in connection with their service on the Board and the board of directors of the Bank. (2) Reflects RSUs with grant date fair value of $11,434.22 granted to each non-employee director and scheduled to vest on the date of the Annual Meeting. The grant date fair value was calculated in accordance with FASB ASC Topic 718, based on the value of the underlying shares on the date of grant. The assumptions used in the valuation of the award are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in the 2025 Form 10-K. (3) Represents, for Aaron A. Robertson, (i) an $80,000 discretionary annual bonus, (ii) $16,427 for personal use of a company vehicle, (iii) $44,807 in salary and (iv) $896 in profit-sharing contributions. The discretionary bonus, the Company’s provision of a vehicle for personal use, Aaron A. Robertson’s salary, company vehicle and the profit-sharing contributions were discontinued in connection with the IPO. The value of the personal use of a Company vehicle was determined based on the actual cost incurred by the Company.

  23. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Set forth below is certain information regarding each person who is an executive officer of the Company but not a director of the Company.

  24. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name | Age | Position with Company and/or Bank | | Philip J. Metheny | 68 | Senior Executive Vice President, Chief Financial Officer of the Company and the Bank | | Richard C. Sprinkle, Jr. | 60 | Senior Executive Vice President, Chief Credit Officer of the Bank |

  25. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    Philip J. Metheny, M.B.A., CPA, CISA, CITP. Philip J. Metheny has served as Executive Vice President, Chief Financial Officer of the Company since July 2018. He also served as Chief Financial Officer of the Bank from July 2018 to November 2025. Mr. Metheny joined the Bank in August 2012 as Chief Internal Auditor and Executive Vice President. In January 2018, he was appointed as Chief Risk Officer of the Bank, and in July 2018 he was appointed as Chief Financial Officer of the Company and the Bank. Prior to joining the Bank, Mr. Metheny held positions as an internal audit director with PNC Corporation and as an assistant general auditor with National City Corporation. He also worked as a senior auditor with Touche Ross. Mr. Metheny has over 40 years of banking industry experience. He is a licensed Certified Public Accountant (CPA) and earned his M.B.A. from Baldwin-Wallace in Berea, Ohio and his Bachelor of Business Administration in Accounting from Ohio University in Athens, Ohio. Mr. Metheny served as a member of the Ohio University School of Accountancy Council from 2002 to 2007. He is a Certified Information Systems Auditor, Certified Financial Services Auditor, and Certified Information Technology Professional. Richard C. Sprinkle, Jr., M.B.A. Richard C. Sprinkle, Jr. has served as Executive Vice President, Chief Credit Officer of the Bank since April 2010. Mr. Sprinkle joined the Bank in 2008 as Executive Vice President and Regional Executive in the Bank’s Eastern Region. He has been employed in the banking industry for approximately 30 years. Prior to joining the Bank, he was employed with First Tennessee National Bank, where he completed a three-year Commercial Lending Officer/Relationship Manager training and apprenticeship program. Upon completion of this program, he was assigned to the Northeast Tennessee Market for First Tennessee National Corporation, where he eventually rose to senior vice president and commercial banking market manager for upper East Tennessee. Prior to attending college, Mr. Sprinkle served over eight years in the United States Marine Corps becoming a Platoon Sergeant in an 81mm Mortar Platoon, in Operation Desert Shield/Desert Storm and multiple other operational deployments, before receiving an Honorable Discharge due to injuries suffered in the line of duty. Mr. Sprinkle is a graduate of East Tennessee State University, Lincoln Memorial University, and the Graduate School of Banking at Louisiana State University.

  26. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Amended and Restated Charter and Amended and Restated Bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the Tennessee Business Corporation Act and applicable federal law and regulations. In addition, our Amended and Restated Charter limits the liability of our directors for monetary damages for a breach of fiduciary duty to the fullest extent permitted by the Tennessee Business Corporation Act. We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify these individuals, to the fullest extent permitted under the Tennessee Business Corporation Act and applicable federal laws and regulations, against losses incurred by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the indemnification and limitation of liability provisions in our Amended and Restated Charter and Amended and Restated Bylaws and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and executive officers. There is no pending litigation or proceeding naming any of our directors or officers for which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.