Origin Bancorp Inc

This management proposal seeks stockholder approval to adopt an amended and restated Omnibus Incentive Plan that increases the number of shares available for equity awards to 1,675,000. Management is asking for the increase because, as of February 23, 2026, only 96,258 shares remained available under the existing 2024 Plan (assuming performance awards at maximum), and the Board and Compensation Committee believe additional shares are needed to sustain grant activity over the next several years. The proxy describes how the Compensation Committee considered historical run rates, outstanding awards and future share needs and projects the requested reserve should last roughly three to five years based on a three-year average run rate of 0.61% of outstanding shares. The Amended Plan preserves governance protections: no evergreen replenishment, no repricing of options or SARs without stockholder approval, no liberal share recycling, double-trigger vesting on change-in-control assumptions, minimum one-year vesting (subject to limited exceptions), limits on awards to non-employee directors, and anti-dilution adjustments. The Board’s recommendation is FOR because it believes the amended reserve is necessary to continue aligning employee and stockholder interests through equity compensation while maintaining robust controls and limits. Approving the Amended Plan would enable continued grants of RSUs, PSUs, options and similar instruments to attract, retain and motivate personnel; rejecting it would leave the Company with a constrained share pool and could impede compensation competitiveness. The proposal should be assessed in the context of the Company’s recent equity usage, dilution metrics (approximately 3.5% overhang assuming maximum pay-outs), and the detailed plan terms that limit potential governance risks. Overall, the proposal requests a moderate-sized share increase with customary guardrails intended to balance incentive needs and stockholder protection.

This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation program as disclosed in the Compensation Discussion & Analysis and executive compensation tables. Management frames its program as market-competitive, heavily performance-weighted (with 67% of the CEO’s target pay at risk in 2025), and tied to financial and strategic metrics (STIP financial metrics and multi-year PSUs tied to ROAA and ROAE). The Compensation Committee emphasizes robust governance practices—independent consultant engagement, clawback policy, minimum vesting, limits on repricing, stock ownership guidelines, and pay-for-performance reviews. The 2025 STIP used normalized metrics (PTPP ROAA, normalized net income, NPA ratio, NCO ratio) and made discretionary adjustments to exclude certain unusual items related to borrower fraud and questioned banker activity; this produced a financial achievement of ~96% and resulted in STIP payouts at roughly 109.6% of target after strong individual scorecard outcomes. Management highlights that prior year Say-on-Pay support was very strong (96.6% in 2025) and that the Compensation Committee will consider the advisory vote outcome in future decisions. From a stockholder perspective, important considerations include: the degree to which short-term adjustments and discretionary normalization align with long-term stockholder value, the mix between time- and performance-based equity (PSUs and RSUs), the board’s use of discretion in calculating STIP metrics, and the transparency of performance targets and any post-period adjustments. Although advisory, a FOR vote supports management’s view that pay is aligned with performance; a substantial negative vote would signal investor concern and likely prompt a response from the Compensation Committee given its stated practice of engaging with stockholders.

This management-sponsored advisory proposal asks stockholders to indicate their preferred frequency—one, two, or three years—for future non-binding Say-on-Pay votes. Management and the Compensation Committee recommend an annual vote, noting that stockholders previously preferred annual votes (in 2020) and that an annual schedule provides more frequent feedback on executive compensation policies and faster responsiveness by the Board. For sophisticated analysts, the question is whether more frequent advisory votes meaningfully improve governance or simply increase administrative engagement; an annual vote gives investors a regular formal mechanism to signal displeasure and push for changes, while longer intervals can reduce short-termism and administrative burden. Origin’s governance framework shows active stockholder engagement and a history of high Say-on-Pay support (96.6% in 2025), which supports management’s view that annual votes are appropriate. The Board indicates it will consider the vote outcome even though it is advisory and non-binding. Investors should weigh the Company’s performance, the Compensation Committee’s responsiveness, and the practical trade-offs between signaling frequency and long-term planning when forming a view; given the Company’s stated practices of engagement and transparent metrics, the Board’s recommendation for an annual vote is consistent with seeking continuous alignment with investor feedback.