ibtx-20240425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

______________


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x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

Independent Bank Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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2024


NOTICE OF ANNUAL MEETING AND PROXY STATEMENT


LETTER TO SHAREHOLDERS

April 26, 2024

DEAR FELLOW SHAREHOLDER:

We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders ("Annual Meeting") to be held exclusively online via live webcast on Tuesday, June 11, 2024, at 3:00 p.m., Central Time. In order to participate in the virtual 2024 Annual Meeting, you must log onto the meeting platform at www.virtualshareholdermeeting.com/IBTX2024 with your sixteen-digit control number provided on your proxy card.

If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need to obtain your control number from your broker, bank, or other nominee’s voting instruction card. Those planning to participate in the annual meeting should connect to the virtual platform at least 15 minutes prior to the start of the Annual Meeting.

We will vote on Annual Meeting matters, including the election of Class I & Class II Directors, Say-On-Pay, Say-On-Pay Frequency, and the ratification of the appointment of the Company’s independent registered public accounting firm.

Whether or not you’re able to join us for our virtual Annual Meeting, it is important that your shares be represented. Please take a moment to carefully read each of the proposals described in this Proxy Statement, and complete, date, sign and return the enclosed proxy card as soon as possible. For your convenience, you may also use the Internet or telephone voting according to the instructions on the proxy card.

We appreciate your continued support of our Company and look forward to you joining us for the live webcast of our Annual Meeting.

Sincerely,

David R. Brooks

Chairman and Chief Executive Officer


NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF INDEPENDENT BANK GROUP, INC.:

The Annual Meeting of Independent Bank Group, Inc. (the “Company”), will be held on Tuesday, June 11, 2024 at 3:00 p.m., Central Time. The meeting will be conducted exclusively online by live webcast. In order to participate in the virtual 2024 Annual Meeting, you must log onto the virtual meeting platform at:

www.virtualshareholdermeeting.com/IBTX2024

Those planning to participate in the Annual Meeting should log onto the virtual meeting platform at least 15 minutes prior to the start of the Annual Meeting.

Please note that as part of the online meeting registration process, you will be required to enter your control number found on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need to obtain your control number from your broker, bank, or other nominee’s voting instruction card.

Only shareholders as of the close of business on April 15, 2024 may attend the virtual Annual Meeting, and any adjournment or postponement thereof. Virtual attendance at the meeting constitutes presence in person for purposes of quorum at the meeting. You will be able to vote your shares electronically and view the list of shareholders entitled to vote by following the instructions on the webcast site. You will need the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Should you require assistance in accessing the webcast or encounter difficulties in accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be found on the virtual meeting platform registration screen.

The 2024 Annual Meeting is being conducted for the following purposes:

1.To elect four (4) Class I directors and three (3) Class II Directors named in the proxy statement (the “Proxy Statement”) for a one-year term until the 2025 Annual Meeting of Shareholders;

2.To conduct an advisory, non-binding vote regarding the compensation of the Company’s named executive officers (“Say-on-Pay”);

3.To conduct an advisory, non-binding vote on the frequency of future votes regarding the compensation of the Company's named executive officers ("Say-On-Pay Frequency");

4.To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and

5.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

A Proxy Statement describing these proposals is attached. If you have any questions concerning the Proxy Statement or need help voting your shares of the Company’s common stock, please contact Mark Haynie, the Company’s Corporate Secretary, at (972) 562-9004.

By Order of the Board of Directors,

Mark Haynie

Corporate Secretary

McKinney, Texas

April 26, 2024



Your vote is important! You are encouraged to vote as soon as possible. Whether or not you plan to attend the meeting, please vote by Internet, telephone, or mail per the instructions on the proxy card prior to the meeting. Submitting your proxy by one of these methods will ensure that your shares are represented at the meeting.


TABLE OF CONTENTS


OUR PROXY STATEMENT			1

202 3 FINANCIAL HIGHLIGHTS			3

OUR COMMITMENT TO STAKEHOLDERS			6
Our Commitment to the Environment			7
Our Commitment to Customers, Communities, Employees & Shareholders			8
Governance Matters			11

OUR ANNUAL MEETING			13

OUR BOARD OF DIRECTORS			19
Board Compensation, Director Ages, Tenures & Experience			20
Identification & Evaluation of Director Candidates			20
Key Director Attributes			21
Board Diversity			21
Meet Our Directors			23
Meet Our Executive Officers			30
Board Governance			32
Director Independence			32
Board Leadership and Committees			32
Meetings & Attendance			38
Code of Conduct			38
Code of Ethics for Financial Professionals			38
Corporate Governance Guidelines			38
Compensation Committee Interlocks and Insider Participation			39
Stock Ownership of Directors, Nominees, Executive Officers and Principal Shareholders			40
Related Person and Certain Other Transactions			41
Director Compensation			44
Section 16(a) Beneficial Ownership Reporting Compliance			45

PROPOSAL I: ELECTION OF DIRECTORS			46


COMPENSATION DISCUSSION & ANALYSIS			48
Overview			48
Executive Summary			48
Compensation Philosophy and Objectives			50
Our Compensation Program			51
Compensation Process, Policies and Practices			57
Board of Directors Compensation Committee Report on Executive Compensation			60
Summary Compensation Information			61
Grants of Plan-Based Awards			62
Outstanding Equity Awards at Fiscal Year-End			63
Securities Authorized for Issuance Under Equity Compensation Plans			64
Option Exercises and Stock Vested			64
Potential Payments Upon Termination or Change in Control			65

PROPOSAL I I: ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)			67

PROPOSAL II I : ADVISORY VOTE ON “SAY-ON-PAY FREQUENCY"			68

PROPOSAL IV: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202 4			69
Fees Paid to Independent Registered Public Accounting Firm			69
Audit Committee Pre-Approval Policies and Procedures			70
Audit Committee Report			70

CEO PAY RATIO			72

PAY VERSUS PERFORMANCE			73

SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 202 5 ANNUAL MEETING			78

VOTING			79

OTHER MATTERS			80

PROXY STATEMENT 2024

INDEPENDENT BANK GROUP, INC.

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OUR PROXY STATEMENT


ABOUT OUR PROXY STATEMENT

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” “our Company,” “the Company” or “Independent” refer to Independent Bank Group, Inc., a Texas corporation, and its consolidated subsidiaries as a whole where appropriate; references to the “Bank” or “Independent Financial” refer to Independent Bank, doing business as Independent Financial, which is a wholly owned subsidiary of the Company. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of our voting securities, which consist of our common stock, par value $0.01 per share (“common stock”).

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Company's Board of Directors ("Board" or "Board of Directors") for use at the 2024 Annual Meeting of Shareholders of the Company to be held by webcast on Tuesday, June 11, 2024 at 3:00 p.m., Central Time, and any adjournments thereof for the purposes set forth in this Proxy Statement and the accompanying notice of the meeting. To attend the Annual Meeting, you must log onto the virtual meeting platform at www.virtualshareholdermeeting.com/IBTX2024. You will be required to enter your sixteen-digit control number found on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominees, your control number will be provided to you. Please plan to connect to the virtual meeting platform at least 15 minutes prior to the start of the Annual Meeting.

The close of business on April 15, 2024 was fixed as the Record Date for the determination of shareholders entitled to notice of and to vote at the meeting or at any adjournment thereof. On the Record Date, there were 41,379,492 shares of our common stock issued and outstanding and entitled to vote at the meeting. A list of shareholders entitled to vote at the meeting will be available for inspection by any shareholder at the principal office of the Company during ordinary business hours for a period of at least ten (10) days prior to the meeting. A list of shareholders entitled to vote will also be electronically available by separate web link on the meeting site that will host the webcast of the Annual Meeting. This Proxy Statement, the notice of the meeting and the enclosed proxy card are being made available to shareholders on or about April 26, 2024.


NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials on the Internet. You may access the following information at www.ifinancial.com.

•Notice of 2024 Annual Meeting of Shareholders to be held by webcast on Tuesday, June 11, 2024;

•Proxy Statement for 2024 Annual Meeting of Shareholders;

•Form of Proxy; and

•Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

PROXY STATEMENT 2024

INDEPENDENT BANK GROUP, INC.

TABLE OF CONTENTS


OUR PROXY STATEMENT


YOUR VOTE IS IMPORTANT

You are eligible to vote on the matters described in this Proxy Statement if you were a shareholder as of the close of business on April 15, 2024 (the “Record Date”). For your convenience, you may vote either online, by mail, by phone, or in person during the live webcast of our Annual Meeting of Shareholders. You may attend the live webcast of the Annual Meeting if you were the shareholder of record as of the Record Date, or by providing proof that you are the beneficial owner of shares held in “street name” as outlined in the section of this Proxy Statement titled “Our Annual Meeting.”

Visit the website listed in
your voting materials

Call the toll-free voting
number in your voting
materials

Mail your completed and
signed voting materials

Vote in person during the
live webcast of Annual
Meeting of Shareholders


SUMMARY OF PROPOSALS


ü						Proposal I: Election of Directors The Board of Directors recommends that you vote FOR each nominee.
ü						Proposal II: Advisory Vote on Executive Compensation ("Say-On-Pay") The Board of Directors recommends that you vote FOR this proposal.
ü						Proposal III: Advisory Vote on Frequency of Future Votes Regarding Executive Compensation (“Say-on-Pay Frequency”) The Board of Directors recommends that you vote 1 YEAR for this proposal.
ü						Proposal IV: Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2024 The Board of Directors recommends that you vote FOR this proposal.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2024

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2023 FINANCIAL HIGHLIGHTS

The summary below highlights certain information about our historical and 2023 financial performance. For complete information regarding the Company’s 2023 performance, please see the Company’s Annual Report on Form 10-K for the year end December 31, 2023, which may be accessed by going to the “Investor Relations-SEC Filings” portion of our website, www.ifinancial.com.

2023 SELECTED FINANCIAL INFORMATION

As demonstrated below, the Company continued its track record of earnings, balance sheet strength, superior credit metrics, and healthy capital in 2023.


	(IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)

	2023			2022

Total Assets	$	19,035,102		$	18,258,414

Loans Held for Investment	14,710,542			13,909,363

Deposits	15,723,035			15,121,417

Net Income	43,201			196,291

Earnings per Share (diluted)	1.04			4.70

Nonperforming Assets to Total Assets	0.32		%	0.35		%

Nonperforming Loans to Total Loans (held for investment)	0.37			0.29

Net Charge-Offs to Average Loans Outstanding	0.01			0.04

Tier 1 Risk-Based Capital Ratio	9.93			10.45

Total Risk-Based Capital Ratio	11.57			12.35

Total Shareholders’ Equity	$	2,402,593		$	2,385,383


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PROXY STATEMENT 2024	INDEPENDENT BANK GROUP, INC.

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2023 FINANCIAL HIGHLIGHTS

THE STRENGTH OF OUR CONSERVATIVE CREDIT CULTURE

The Company has a strong history of through-cycle credit quality and has navigated multiple economic cycles with lower than peer losses and non-performing loans. This is due to our conservative credit culture, which emphasizes extending credit to our customers in our markets. In addition, the Company's loan portfolio is granular and well diversified.

STRONG CREDIT

Source: S&P Global Note: Financial data as of and for year ended December 31, 2023

.(1) "NPLs" refers to non-performing loans. "LHFI" refers to loans held for investment and excludes the mortgage warehouse purchase loans."NCOs" refers to net charge-offs.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2024

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2023 FINANCIAL HIGHLIGHTS

CONSISTENT DIVIDEND GROWTH

The Company has paid consistent annual dividends per share since it went public in 2013.

ANNUAL DIVIDENDS PAID SINCE IPO


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PROXY STATEMENT 2024	INDEPENDENT BANK GROUP, INC.

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OUR COMMITMENT TO STAKEHOLDERS

REAFFIRMING AND ENHANCING OUR COMMITMENTS

Our Company recognizes that modern businesses have a responsibility to make the world a better place by emphasizing Environmental, Social, and Governance (ESG) issues in addition to financial results. Some of the Company’s initiatives are outlined in the following sections.

“Our Board of Directors remains committed to our Company's longstanding history of helping build strong, healthy communities. In 2023, we continued this tradition through focused philanthropic efforts and a consistent focus on reinforcing our purpose and vision through our culture. By engaging with our stakeholders and focusing on our core values, we remain true to our mission to better the lives of our customers, employees, and communities. Staying true to our purpose, vision, mission and values allows us to consistently deliver through-cycle performance for our shareholders."

~David R. Brooks, Chairman and Chief Executive Officer

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2024

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OUR COMMITMENT TO STAKEHOLDERS


OUR COMMITMENT TO THE ENVIRONMENT


Photo By: Fred Shots
Our Company is committed to preserving the health of our environment. Our headquarters campus consists of over 350,000 square feet between two six-story buildings. Both buildings are LEED® Silver Certified, which features highlights such as: an intelligent electrochromic windows system that automatically adjusts tint levels across glass panels as lighting patterns shift throughout the day to allow more exposure to natural light and reflection of radiation, which reduces energy consumption for lighting and HVAC purposes; and a rainwater management diversion system that allows the Company to divert 90% of rainwater to the pond to the south of the main campus building. Each campus building is also fitwel® certified; a program designed to enhance the buildings and community, and strives to strengthen the health and well-being of our employees. In addition, we are earning several exemplary performance credits for using materials that have Environmental Product Declarations, proving it is a healthier material or product for our environment. We are also receiving such credits for using low-emitting materials throughout both buildings. Our design and construction strategy for these facilities also incorporates additional environmentally friendly features that include: •Low-flow plumbing fixtures to conserve water; •Programmable LED lights that allow the lighting of occupied spaces to be controlled by motion sensor; and •Angular design to maximize preservation of natural landscape, including a nature greenbelt, water features and access to walking trails.


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PROXY STATEMENT 2024	INDEPENDENT BANK GROUP, INC.

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OUR COMMITMENT TO STAKEHOLDERS


OUR COMMITMENT TO CUSTOMERS, COMMUNITIES, EMPLOYEES AND SHAREHOLDERS

The Company is anchored by three pillars:

PURPOSE

Build strong healthy communities - one person, one family, one organization at a time.

VISION

Be the premier regional community bank of choice for individuals and businesses so that we can invest even more back into the communities we serve.

MISSION

Delight our customers with personalized financial solutions, uplift our communities with financial and leadership support, and empower employees with positive professional growth opportunities.

Our principles form the foundation of the Company's strategic planning, decision-making, and program implementation.

COMMITMENT TO OUR CUSTOMERS

The Company offers a comprehensive suite of products and services to meet the financial needs of our customers. In 2023, we continued to enhance our offerings, and launched a personal and small business deposit product suite with more competitive features and benefits. Additionally, we enhanced our online account opening platform adding promotional certificate of deposit (CD) products and are providing easier ways to fund new accounts.

Knowing the importance of providing added value to our personal and business customers, the Company continues to expand its Online Resource library, providing hundreds of calculators and articles on topics ranging from money management and home ownership to small business lending and financing a child's education.

COMMITMENT TO OUR COMMUNITIES

Building healthy communities is central to the Company’s purpose. We strive to achieve financial success in order to drive active corporate citizenship, community investment, philanthropy, and financial education.

Family Health Center on Virginia, a Collaborative External Partnership:

The Company-led project continues to experience tremendous growth since opening its larger facility in 2021. The Family Health Center was established through community partnerships and support from many community organizations. The Company has been intensely involved both through financial donations as well as donating thousands of hours of personnel time. The Company is focused on making deep and meaningful commitments, helping to ensure that investments make a sustained impact for the communities we serve. The Family Health Center on Virginia is the region’s first self-sustaining solution that provides primary care services (medical, dental, and behavioral health) to families, children, and individual residents of Collin County. In the period from January 1, 2023 through December 31, 2023, the clinic provided vital medical healthcare services to 7,475 unique patients and 37,904 visits. Of those served, 1,246 were uninsured, and among patients reporting, 4,147 were at or below 100% of poverty guidelines.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2024

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OUR COMMITMENT TO STAKEHOLDERS

Southern Dallas Initiative:

During 2023, the Company continued its ongoing commitment to expand access to financial services in underserved areas of southern Dallas. The Company is undertaking this initiative in partnership with local community leaders and in concert with larger community development and revitalization efforts to expand economic opportunity and broaden access to financial education, products, and services for this underserved community. In 2022, we opened a Loan Production Office (LPO) located in the Red Bird Mall area to service the mortgage loan needs of our South Dallas community. The Company also continues to invest in Mortgage Loan Officers to strive to meet the needs of the community. In 2022, the Company created a new product, the Community Path Mortgage Loan, to help meet the needs of this community. The Company has also partnered with key stakeholders in the market by offering first-time homebuyer and small business seminars. We also continue to make strategic investments in the community through our Community Grant Program to various organizations.



			Over $3.6 million granted to non-profits						Philanthropic Efforts: The Company has a vibrant community grants program that supports the work of non-profits throughout the communities we serve. In 2023, we supported 62 non-profits that addressed a wide variety of current social issues, including affordable housing communities and rent stabilization, employment services and job training, education, financial planning, family coaching, homelessness, hunger, at-risk youth and families, first generation students, support services, and foster care support. Since the program’s inception over ten years ago, our Company’s community grants program has invested over $3.6 million in the communities we serve. In addition to our grants program, the Company matches an employee’s personal financial contribution to any non-profit up to $1,000 and for every twenty hours an employee volunteers to serve a non-profit, the Company makes a $500 donation to that non-profit, up to 4 times per calendar year.

Employee Giving and Volunteering:

Our Company is proud that its robust partnerships with non-profit organizations goes beyond financial contribution alone, with employees regularly dedicating numerous volunteer and service hours to a variety of non-profit organizations throughout Texas and Colorado. In 2023, employees volunteered over 5,100 hours for a volunteer value of $163,000, and directed over $138,000 to communities through individual donations and the Company’s matching gift program, IF Gives Back.

Community Champions Program:

Our Company is especially proud of its Community Champions Program (“CCP”) to meet the needs of the community. We work to connect employees to volunteer opportunities that promote the economic advancement of vulnerable communities. Employees who have dedicated significant time and effort to volunteer in the community to teach financial education, teach new home-buyer classes, conduct mock interviews, or serve on non-profit boards are eligible for a Community Champion Award. Employees are allotted up to 8 additional hours of paid time off to participate in service activities through CCP. Since 2019, the Company has recognized 60 employees throughout Colorado and Texas under this Program.

Financial Education:

Our Company also values financial education and believes in teaching everyone, including children, teens, and adults, about basic financial concepts. In 2023, our employees taught 140 classes through 67 non-profit organizations across Colorado and Texas.


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PROXY STATEMENT 2024	INDEPENDENT BANK GROUP, INC.

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OUR COMMITMENT TO STAKEHOLDERS

COMMITMENT TO OUR EMPLOYEES

We know that our employees are one of our greatest assets. To attract and retain talent, the Company offers competitive compensation and benefits to our employees, and is heavily invested in the health and welfare of each employee. The Company’s standard benefits package includes an active health and wellness program that engages employees throughout the year with the goal of generating positive health outcomes. The program includes access to telemedicine, health savings accounts, flexible spending accounts, insurance premium reductions for those who complete certain health and fitness tasks in the year, and an Employee Assistance Program offering confidential emotional support, work-life solutions, and legal and financial planning resources. The Company also offers a regular series of webinars to its employees on a variety of wellness and leadership topics. We empower employees to plan for their financial future by matching contributions made to the Company’s 401(k) plan in amounts up to 6% of the employee's base salary. Over 93% of our eligible workforce participates in the 401(k) plan.

In addition to its focus on health and wellness and a competitive compensation plan, the Board of Directors ensures that senior management adopts strategies that result in the Company keeping a continuous pulse on both employee performance and satisfaction at every level. In 2023, the Company continued to focus on refining its talent management practices to address business needs and enhance the employee experience. The Company implemented inclusion-focused employee resource groups and continued offering its HybridWorx Program, which sets forth the framework for remote work options. These programs are a direct result of both employee feedback and the Company’s dedication to advancing workplace wellness and culture. We believe that the strength of the Company’s culture and well-rounded benefits program will support our continued effort to attract, retain, and foster talent in today’s dynamic business environment.

COMMITMENT TO OUR SHA

SEC Form DEF 14A filed by Independent Bank Group Inc