Enterprise Financial Services Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 12 nominees to serve as directors until the next annual meeting or until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Deloitte & Touche LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory (Non-Binding) Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks stockholders to endorse, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking approval to validate its compensation framework — which uses a mix of base salary, short-term incentive (STIP) metrics tied to EPS, ROATCE, asset quality and loan growth, and long-term incentive (LTIP) awards weighted to performance (TSR and cumulative EPS) and continued service — as appropriately aligned with company performance and shareholder interests. The Company frames its program as pay-for-performance: a meaningful portion of CEO and NEO compensation is variable (73% for the CEO in 2025) and a large share of equity awards are performance-based with multi-year cycles to incentivize long-term value creation. Context includes a 79% approval result on the prior year Say-on-Pay (2025) which prompted expanded stockholder outreach and changes to LTIP metric design for 2026 (replacing cumulative EPS with relative ROAA) to address concerns about metric overlap. The Board’s recommendation to vote FOR is supported by the Human Capital and Compensation Committee’s assessment, engagement with shareholders and retention considerations for senior management. Management emphasizes that STIP and LTIP payouts are tied to objective financial results and adjusted for certain non-recurring items where the Committee judged adjustments appropriate. Opposing viewpoints from some investors and proxy advisory firms centered on metric overlap and the structure of overlapping short- and long-term metrics, which the Committee sought to address through program changes and enhanced disclosure. Given the Company’s recent financial performance, pay outcomes (STIP 119–125% of target and LTIP payout at 74% for the 2023–2025 cycle), and the Committee’s responsiveness to investor feedback, the Board positions the Say-on-Pay vote as a reaffirmation of its compensation design and governance practices.

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When is the Enterprise Financial Services Corp 2026 annual meeting?

Enterprise Financial Services Corp (EFSC) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Enterprise Financial Services Corp 2026 meeting?

The record date for the Enterprise Financial Services Corp 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Enterprise Financial Services Corp's 2026 meeting?

The board is presenting 12 director nominees at the Enterprise Financial Services Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Enterprise Financial Services Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Enterprise Financial Services Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.