James J. Filler

About James J. Filler

James J. Filler (age 81) is Lead Independent Director of ServisFirst Bancshares, Inc. (SFBS), serving on the board since 2007 (bank director since 2005). He is a retired CEO of Jefferson Iron & Metal Brokerage and has been a private investor since 2006, with deep ties to the Birmingham business community. He is designated independent and currently serves on the Compensation Committee. He was appointed Lead Independent Director in January 2019.

Past Roles

External Roles

• The proxy biography for Mr. Filler does not disclose other current public company directorships.

Board Governance

• Independence: SFBS designates Mr. Filler as an independent director under NYSE standards.
• Lead Independent Director: Appointed January 2019; functions include liaising between the Chair/CEO and independent directors, presiding over executive sessions, advising committees, calling board meetings when appropriate, and guiding board self-assessments.
• Committee assignments (2025 slate): Compensation Committee member; not designated a financial expert.
• Board/Committee structure: Three standing committees (Audit; Compensation; Corporate Governance & Nominations) composed entirely of independent directors.
• Executive sessions: Regularly scheduled board executive sessions without management are held and led by the Lead Independent Director; the Audit Committee also meets separately with the independent auditors.
• Attendance: In 2024, the Board met eight times; each director attended at least 75% of the meetings of the Board and applicable committees.
• Clawback: SFBS adopted a Rule 10D‑1/NYSE-compliant incentive compensation clawback policy.
• Hedging/Pledging: Hedging is prohibited; pledging generally prohibited without approval from the Insider Trading Compliance Officer (approval allowed only in limited circumstances).

Fixed Compensation (Director)

Director fee schedule (2024):

• Annual cash retainer: $50,000; Lead Independent Director retainer: $30,000; Audit Committee member: $8,000; Audit Committee chair: $15,000; Compensation Committee member: $6,000; Compensation Committee chair: $10,000; CG&N Committee member: $4,000; CG&N Committee chair: $9,000.

Performance Compensation (Director)

• Directors do not receive options or performance share units; annual equity grants to non-employee directors are time-vested restricted stock.

Other Directorships & Interlocks

• Compensation Committee Interlocks: No member of the Compensation Committee served as an officer/employee of SFBS or had interlocking relationships with executives of other companies.

Expertise & Qualifications

• Business leadership: Former CEO in the metals recycling industry with 44 years’ experience; provides strategic insights and market connectivity in Birmingham.
• Governance role: Lead Independent Director with explicit responsibilities to ensure effective independent oversight and board functioning.
• Committee experience: Service on Compensation Committee (not chair) supports oversight of executive pay and succession planning alongside other independent directors.

Equity Ownership

Context on alignment and policies:

• SFBS has not adopted formal director stock ownership guidelines, citing already high insider ownership levels; as of 12/31/2024, each non-employee director held stock valued at over 8x the 2024 annual retainer (average multiple ~690x).
• Insider Trading Policy prohibits hedging and restricts pledging absent compliance officer approval; the proxy discloses pledging by certain other directors (e.g., Cashio and Smith), but Filler’s footnote lists only spouse holdings.

Governance Assessment

• Strengths:

  • Lead Independent Director role provides clear counterbalance to combined Chair/CEO structure and leads independent executive sessions.
  • All standing committees are fully independent; Filler serves on Compensation Committee.
  • Consistent director engagement: board met 8 times in 2024 with each director at ≥75% attendance.
  • High director ownership broadly; company cites ownership multiples as rationale for no formal ownership policy.
  • Company-level pay/governance sentiment: 2024 Say-on-Pay received ~97.3% support, signaling broad shareholder approval of compensation oversight (contextual to board effectiveness).

• Watch items / potential red flags:

  • Pledging permitted on an exception basis; proxy shows pledging by some directors (not Filler), which is generally viewed as a governance risk in certain circumstances.
  • Related-party banking: Aggregate indebtedness to the bank by directors/executives and affiliates was ~$42.4 million (2.6% of equity) as of 12/31/2024; while on market terms and monitored under policy, these exposures can raise perceived conflict risks for bank boards.
  • No formal stock ownership guidelines (albeit offset by high actual ownership levels).

• Overall: Filler’s long tenure, independence, and active Lead Independent Director role support board oversight quality, particularly in executive sessions and committee coordination, with strong shareholder support indicators; risk monitoring should continue to focus on pledging practices and related-party lending governance, though no specific red flags are disclosed for Filler personally.