Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨

Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
¨
Soliciting Material Pursuant to Sec.240.14a-12
Southside Bancshares, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)
Title of each class of securities to which transaction applies: 
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
¨
Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
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Date Filed:







TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
VOTING OF PROXY
REVOCABILITY OF PROXY
PERSONS MAKING THE SOLICITATION
RECORD DATE AND OUTSTANDING SHARES
QUORUM, VOTING RIGHTS AND PROCEDURES
EFFECT OF WITHHOLD VOTES, ABSTENTIONS AND BROKER NON-VOTES
ELECTION OF DIRECTORS - PROPOSAL 1
INFORMATION ABOUT OUR DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
CORPORATE GOVERNANCE
COMMITTEES OF THE COMPANY
COMMITTEES OF SOUTHSIDE BANK
DIRECTOR COMPENSATION
 
2016 Director Compensation
DIRECTOR STOCK OWNERSHIP POLICY
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
COMPENSATION COMMITTEE REPORT
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION
 
2016 Summary Compensation Table
 
2016 Grants of Plan-Based Awards
 
Outstanding Equity Awards at 2016 Fiscal Year-End
 
2016 Option Exercises and Stock Vested
 
2016 Pension Benefits
 
Potential Payments Upon Termination or Change in Control
 
Equity Compensation Plan Information
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION - PROPOSAL 2
NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION - PROPOSAL 3
APPROVAL OF THE SOUTHSIDE BANCSHARES, INC. 2017 INCENTIVE PLAN - PROPOSAL 4
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
TRANSACTIONS WITH DIRECTORS, OFFICERS AND ASSOCIATES
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
AUDIT COMMITTEE REPORT
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – PROPOSAL 5
ANNUAL REPORT TO SHAREHOLDERS
SHAREHOLDER PROPOSALS
HOUSEHOLDING
GENERAL
APPENDIX A
 
PROXY CARD
 





SOUTHSIDE BANCSHARES, INC.
1201 South Beckham Avenue
Tyler, Texas 75701

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2017


Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Southside Bancshares, Inc. (the “Company”) to be held at Willow Brook Country Club, 3205 West Erwin Street, Tyler, Texas, on Wednesday, May 10, 2017, at 11:30 a.m., local time, for the purpose of considering and acting upon the following:

1.
the election of seven nominees named in this proxy statement as members of the board of directors of the Company (“the Board”), five of whom are to serve until the Annual Meeting of Shareholders in 2020, one until 2019 and one until 2018;
2.
a non-binding advisory vote on the compensation of the Company's named executive officers;
3.
a non-binding advisory vote on the frequency at which the Company should include an advisory vote on the compensation of the Company's named executive officers in its proxy statement for shareholder consideration;
4.
the approval of the Southside Bancshares, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”);
5.
the ratification of the appointment by our Audit Committee of Ernst & Young LLP (“EY”) to serve as the independent registered public accounting firm for the Company for the year ending December 31, 2017; and
6.
the transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.

Management will also report on operations and other matters affecting the Company.  After the meeting, the Company’s officers and directors will be available to answer your questions.  Representatives from EY, the Company’s independent registered public accounting firm, are expected to be in attendance and available to answer your appropriate questions or make a statement if they so desire.

Only holders of common stock registered on the Company’s books as owners of shares at the close of business on March 15, 2017, are entitled to vote at the Annual Meeting.

Your attendance and vote are important.  Please sign, date and return the enclosed proxy immediately in the envelope provided or you may vote your shares by telephone or Internet.  It is important that you sign and return the proxy or vote by telephone or Internet, even if you actually plan to attend the meeting in person.  Your proxy may be revoked prior to the Annual Meeting by notice in writing to the Corporate Secretary at the Company’s principal executive office, located at 1201 South Beckham Avenue, Tyler, Texas 75701, at any time, or by advising the Corporate Secretary at the Annual Meeting that you wish to revoke your proxy and vote your shares in person.

 
By Order of the Board of Directors,
 
 
 
 
 
/s/ JOE NORTON
 
Joe Norton
 
Chairman of the Board
Tyler, Texas
March 22, 2017

Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on May 10, 2017:

The Company's Proxy Statement and 2016 Annual Report are available at https://www.southside.com/about/investor-relations/proxy-materials.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS REQUESTED THAT YOU PROPERLY EXECUTE AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY TO OUR TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES, IN THE ENCLOSED ADDRESSED ENVELOPE OR VOTE YOUR SHARES BY TELEPHONE OR INTERNET.



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SOUTHSIDE BANCSHARES, INC.
1201 South Beckham Avenue
Tyler, Texas 75701

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 10, 2017


TO OUR SHAREHOLDERS:
This proxy statement is being furnished to holders of the common stock of Southside Bancshares, Inc. (the “Company”) in connection with the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, May 10, 2017, at 11:30 a.m., local time, at Willow Brook Country Club, 3205 West Erwin Street, Tyler, Texas, and at any adjournments thereof, for the purpose of considering and acting upon the following:
1.
the election of seven nominees named in this proxy statement as members of the board of directors of the Company (“the Board”), five of whom are to serve until the Annual Meeting of Shareholders in 2020, one until 2019 and one until 2018;
2.
a non-binding advisory vote on the compensation of the Company's named executive officers;
3.
a non-binding advisory vote on the frequency at which the Company should include an advisory vote on the compensation of the Company's named executive officers in its proxy statement for shareholder consideration;
4.
the approval of the Southside Bancshares, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”);
5.
the ratification of the appointment by our Audit Committee of Ernst & Young LLP (“EY”) to serve as the independent registered public accounting firm for the Company for the year ending December 31, 2017; and
6.
the transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.
This Proxy Statement and a proxy card, as well as the Annual Report of the Company for the year ended December 31, 2016, including financial statements, are first being sent to shareholders on or about April 5, 2017.
You are encouraged to review all of the information contained in the proxy materials before voting.
VOTING OF PROXY
If your proxy is executed and returned, it will be voted as you direct.  If no direction is provided, the proxy will be voted in accordance with the Board’s recommendations, as follows:
FOR the election of all the nominees named in this proxy statement as directors;
FOR the approval of the compensation of the Company's named executive officers;
FOR the advisory vote on the compensation of the Company's named executive officers to occur every year;
FOR the approval of the 2017 Incentive Plan; and
FOR the ratification of the appointment of EY.
The proxies will use their discretion with respect to voting on any other matters presented for a vote at the meeting.  Additionally, if your proxy is executed and returned, it will be voted to approve the minutes of the last Annual Meeting.  This vote will not amount to a ratification of any action taken at that meeting nor will it indicate approval or disapproval of that action.
If your shares are registered in your name as the shareholder of record, you may vote by mail, telephone or Internet by following the instructions below.  Voting instructions also appear on your proxy card.  If you grant a proxy by telephone or by Internet, please have your proxy card available.
To vote by mail, complete, sign, and return the enclosed proxy card in the envelope provided to: Proxy Services, c/o Computershare Investor Services, P.O. Box 30202, College Station, Texas, 77842-9909.
To vote by telephone, call toll free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada any time on a touch tone telephone and follow the instructions provided by the recorded message. There is NO CHARGE to you for the call.
To vote by Internet, access the voting site at www.investorvote.com/SBSI, or scan the Quick Response code with your smart phone and follow the voting instructions set forth on the secure website.
The telephone and Internet procedures are designed to authenticate the shareholder's identity and to allow shareholders to vote their shares and confirm their voting instructions have been properly recorded. Shareholders who vote by telephone or Internet do not need to return the proxy card. Proxies submitted by telephone or Internet must be recorded by 11:59 p.m. Eastern time on May 9, 2017.
If you hold your shares in “street name” in a stock brokerage account or through a bank, trust or other nominee, the broker or other nominee is considered the record holder and you are the beneficial owner of the shares. Beneficial owners vote their street name shares by instructing their broker or other nominee how to vote using the voting instruction form provided by the broker or nominee. Brokers have authority to vote in their discretion on “routine” matters if they do not receive voting instructions from the beneficial owner of the shares.

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Please note that the proposal to elect directors, the advisory vote on the compensation of the Company's named executive officers (the “Say-on-Pay” vote), the advisory vote on the frequency of the Say-on-Pay vote and the approval of the 2017 Incentive Plan are not considered routine matters. Consequently, if you do not give your broker or nominee specific voting instructions with respect to such proposals, your street name shares will be treated as broker non-votes with respect to those proposals (see “Quorum, Voting Rights and Procedures” below).
If you hold your shares in street name and want to vote in person at the Annual Meeting, you must obtain from your broker or nominee a legal proxy issued in your name giving you the right to vote the shares directly at the meeting. You will not be entitled to vote at the meeting unless you present such a proxy to the Company at that time.
REVOCABILITY OF PROXY
Your proxy may be revoked prior to the Annual Meeting by providing notice in writing to the Corporate Secretary at the Company’s principal executive office, located at 1201 South Beckham Avenue, Tyler, Texas 75701, at any time, or by advising the Corporate Secretary at the Annual Meeting that you wish to revoke your proxy and vote your shares in person. Your attendance at the Annual Meeting will not constitute automatic revocation of the proxy.
PERSONS MAKING THE SOLICITATION
The Company’s Board is soliciting the proxy. The expense of soliciting your proxy will be borne entirely by the Company and no other person or persons will bear such costs either directly or indirectly. Proxies will be solicited principally by mail, but may also be solicited by personal interview, telephone and email by directors, officers and employees of the Company who will receive no additional compensation.
RECORD DATE AND OUTSTANDING SHARES
The Company’s Board has fixed the close of business on March 15, 2017, as the record date for determining the holders of common stock of the Company entitled to notice of and to vote at the Annual Meeting. At the close of business on March 15, 2017, there were approximately 28,586,916 shares of common stock outstanding and eligible to be voted on each matter.
QUORUM, VOTING RIGHTS AND PROCEDURES
The approval of all proposals brought before the Annual Meeting requires a quorum be present at the Annual Meeting. The presence, in person or by properly submitted proxy, of the holders of a majority of the shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. In the event a quorum is not represented in person or by proxy at the Annual Meeting, a majority of shares represented at that time may adjourn the Annual Meeting to allow the solicitation of additional proxies or other measures to obtain a quorum.
Each shareholder is entitled to one vote on each proposal per share of common stock held as of the record date.
Proposal 1, the election of five directors to serve until the 2020 Annual Meeting, the election of one director to serve until the 2019 Annual Meeting and the election of one director to serve until the 2018 Annual Meeting, requires approval by a “plurality” of the votes cast by the shares of common stock entitled to vote in the election. This means the seven nominees for director who receive the highest number of properly cast votes will be elected as directors even if those nominees do not receive a majority of the votes cast.
Proposal 2, the Say-on-Pay vote, Proposal 4, the approval of the 2017 Incentive Plan, Proposal 5, the ratification of EY as the Company’s independent registered public accounting firm and any other matter that may properly come before the Annual Meeting, require approval by a majority of the shares of common stock entitled to vote on, and voted for or against, or expressly abstained from voting, with respect to the matter.
Proposal 3, the non-binding advisory vote on frequency of the Say-on-Pay vote, will allow you to recommend that a Say-on-Pay vote should occur every year, every two years or every three years, or you may abstain from voting on the proposal. The choice that receives the highest number of votes, even if it receives less than a majority of the votes cast, will be deemed the choice of the shareholders.
EFFECT OF WITHHOLD VOTES, ABSTENTIONS AND BROKER NON-VOTES
Shares represented at the Annual Meeting that are withheld or abstain from voting and broker non-votes will be considered present for the purpose of determining a quorum at the Annual Meeting.
For Proposal 1, shares represented by proxies that are marked “withhold” for the election of one or more director nominees will not be counted in determining the number of votes cast for those persons.
For Proposals 2, 4 and 5 and for any other matter that may properly come before the meeting, express abstentions will be included in vote totals and, as such, will have the same effect on those proposals as a vote against such proposals.
For Proposal 3, express abstentions will not count as a vote “FOR” any of the three substantive choices regarding the frequency of the Say-on-Pay vote, and therefore will not affect the outcome of this proposal.
For all Proposals, broker non-votes (i.e., the submission of a proxy by a broker or nominee specifically indicating the lack of discretionary authority to vote on the matter), if any, will not be included in vote totals and, as such, will have no effect on such proposals.

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ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board is classified into three classes, one which is comprised of six directors, one that is comprised of five directors and one that is comprised of four directors, for a total of 15 directors.  One class of directors is elected each year for a three-year term.  Under NASDAQ listing rules, a majority of the Board must be comprised of independent directors.  The Board has determined that each director nominated is independent under NASDAQ listing rules.
As identified below, five of the nominees for election at the Annual Meeting are nominees for a three-year term expiring at the 2020 Annual Meeting, one is a nominee for a two-year term expiring at the 2019 Annual Meeting and one is a nominee for a one-year term expiring at the 2018 Annual Meeting.
Term Expiring 2020
Lawrence Anderson, M.D.
Melvin B. Lovelady, CPA
John Sammons
William Sheehy
Preston L. Smith

Term Expiring 2019
Michael Bosworth

Term Expiring 2018
Tony Morgan, CPA

Lawrence Anderson, M.D., Michael Bosworth, Melvin Lovelady, CPA, William Sheehy and Preston L. Smith are currently directors of the Company and its subsidiary, Southside Bank. All of the nominees except Michael Bosworth, Tony Morgan, CPA and John Sammons were previously elected to the Board by shareholders. Tony Morgan, CPA and John Sammons are currently directors of the Company's subsidiary Southside Bank. For biographical information on the nominees, please see “Information About Our Directors, Nominees and Executive Officers.”
Unless otherwise instructed, proxies received in response to this solicitation will be voted in favor of the election of the persons nominated by the Nominating Committee for directors of the Company.  While it is not expected that any of the nominees will be unable to qualify or accept office, if for any reason one or more shall be unable to do so, the proxies will be voted for the substitute nominee(s) selected by the Board of the Company.
The Board of Directors recommends a vote FOR the election of each of the individuals nominated for election as a director.

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INFORMATION ABOUT OUR DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth information regarding our nominees for director, our continuing directors and our current executive officers.  Our Board is divided among three classes, with members of each class serving three-year terms.
NOMINEES FOR DIRECTOR
TERMS TO EXPIRE AT THE 2020 ANNUAL MEETING
INITIAL
ELECTION
TO BOARD
LAWRENCE ANDERSON, M.D. (60) – Dr. Anderson was the founder of Dermatology Associates of Tyler and served as the medical director from 1996 to 2012. He then served in the same role for Oliver Street Dermatology from 2012 to 2016. He is currently the Chief Medical Officer of Derm Growth Partners, a single specialty dermatology group with over 75 medical providers in three states.  He is a graduate of Washington State University and Uniformed Services University of Health Sciences in Bethesda, Maryland.  He is the Chairman of the University of Texas at Tyler Foundation Board and a published author, with a number of publications, presentations and lectures to his credit.  He is also a Director of Southside Bank having served in that capacity since 2010.  Dr. Anderson’s management, leadership skills and healthcare industry knowledge combined with his knowledge of business and finance, qualify him to be a member of the Board.
2010
MELVIN B. LOVELADY, CPA (80) – Mr. Lovelady has a BBA with a major in accounting, has been a licensed Certified Public Accountant (“CPA”) since 1967, is a member of the American Institute of Certified Public Accountants, the Texas Society of Certified Public Accountants and the East Texas Chapter of the Texas Society of Certified Public Accountants.  He was a founding member of Henry & Peters Financial Services, LLC, organized in 2000.  He was an officer and shareholder of the accounting firm, Henry & Peters, PC from November 1987 through December 31, 2004.  Prior to joining Henry & Peters, PC, he was a partner in the accounting firm of Squyres Johnson Squyres CPA.  He is a member of the board of directors of the Tyler Junior College Foundation, the Hospice of East Texas Foundation, the East Texas Regional Food Bank Foundation and a Trustee of the R. W. Fair Foundation. Mr. Lovelady is a former partner with two accounting firms and a current or prior member of numerous boards, including serving on this Board since 2005, all of which qualify him to be a member of the Board.
2005
JOHN SAMMONS (67) – Mr. Sammons is the current Chairman and Chief Executive Officer of Mid States Services, Inc., a nationwide distributor of products and services to the corrections industry. He is also the owner of Temple Supply Company with investments in various non-public businesses related to sales to the convenience store industry. Mr. Sammons enjoyed an extensive public service career serving as mayor of Temple, Texas and also served on the Board of the Texas Department of Commerce among numerous other state and national appointments. He was Vice Chairman of the Board of Directors of OmniAmerican Bancorp, Inc. (“OmniAmerican”) from 2009 - December 17, 2014 when OmniAmerican was acquired by the Company. Mr. Sammons extensive business management background, knowledge of business and finance and skills leading numerous endeavors over 40 years qualifies him to be a member of the Board.
 
WILLIAM SHEEHY (76) – Mr. Sheehy retired December 31, 2006 as senior partner of the law firm of Wilson, Sheehy, Knowles, Robertson & Cornelius PC, where he had practiced law since 1971.  Mr. Sheehy received his law license in 1964 and continuously practiced until his retirement.  Mr. Sheehy’s practice was primarily in the area of banking and commercial law, as well as real estate.  Within these areas Mr. Sheehy has extensive experience in reorganizations, acquisitions and transactional events.  As part of the banking practice, Mr. Sheehy has experience in loan structuring and collection issues.  Mr. Sheehy is a former director of the Texas Association of Bank Counsel.  Mr. Sheehy brings to our Board an extraordinary understanding of our business, history and organization.  He was a senior partner of a law firm prior to his retirement and has served on this Board since 1983, all of which qualify him to be a member of the Board.
1983
PRESTON L. SMITH (61) – Mr. Smith has been the President and owner of PSI Production, Inc., a petroleum, exploration and production company since 1985.  He is a member of the Independent Petroleum Association of America and served as Northeast Texas Representative to the Board of Directors from 1999 to 2005. Mr. Smith serves as a General Partner for the Pineywoods Mitigation Bank.  Mr. Smith served on the Board of Trustees for All Saints Episcopal School of Tyler from 1994-2014, is Chairman of the Board of CHRISTUS Trinity Mother Frances Health System, is a member of the University of Texas at Tyler (“UT Tyler”) Engineering School Advisory Board and member of the Executive Committee of the UT Tyler Development Board.  Mr. Smith’s management and leadership skills, combined with his knowledge of the oil and gas environment markets and the health care industry qualify him to be a member of the Board.
2009
NOMINEE FOR DIRECTOR TERM TO EXPIRE AT THE 2019 ANNUAL MEETING
 
MICHAEL BOSWORTH (66) – Mr. Bosworth graduated from Texas Tech University in 1974 and entered the insurance business working for Agency Management Systems until 1977 when he joined Bosworth & Associates as an Independent Insurance agent and Risk Manager. Mr. Bosworth is a Certified Insurance Counselor and Accredited Advisor of Insurance. Mr. Bosworth has served as the president of Bosworth & Associates since 1987 and serves as the president of the board of the Independent Insurance Agents of Tyler as well as a past member of the board of the Independent Insurance Agents of Texas. He is currently on the board of Combined Agents of America and is a member of Christ Episcopal church where he has served on the Vestry as the Senior Warden. Mr. Bosworth has served on the following boards: Tyler Economic Development Council, East Texas Communities Foundation, All Saints Episcopal School, American Red Cross, Children's Village and Willow Brook Country Club. Mr. Bosworth's extensive insurance industry knowledge and experience as well as his leadership and risk management skills qualify him to be a member of the Board.
 
 
 

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NOMINEE FOR DIRECTOR TERM TO EXPIRE AT THE 2018 ANNUAL MEETING
 
TONY MORGAN, CPA (67) – Mr. Morgan is a founding partner of Gollob Morgan Peddy P.C. an east Texas public accounting firm. He began his career as an accounting professional in 1972 and now specializes in Business Valuation and Litigation Support. He is a CPA, accredited in Business Valuation, and certified in Financial Forensics. Mr. Morgan is a graduate of Stephen F. Austin State University and has served in various community service roles for organizations including East Texas Communities Foundation, Children's Village and the East Texas Area Council, Boy Scouts of America. Mr. Morgan's extensive financial background, including being a founding partner of an accounting firm qualifies him to be a member of the Board.
 
DIRECTORS CONTINUING UNTIL THE 2019 ANNUAL MEETING
 
ALTON CADE (81) – Mr. Cade was the co-owner and President of Cade’s Building Materials from 1975 until his retirement on January 1, 2007.  He is the President and owner of Cochise Company, Inc., a real estate and investment company he formed in 1960.  In addition, he is the managing partner of a family ranch and investment company.  He served as an Elder/Trustee of Glenwood Church of Christ from 1977 to 2015.  Mr. Cade has served on the Board since 2003 and prior to that on the Board of Southside Bank for over ten years.  Mr. Cade’s management and business skills combined with his knowledge of real estate and years of experience on the Board, qualify him to be a member of the Board.
2003
LEE R. GIBSON, CPA (60) – Mr. Gibson has served as President and Chief Executive Officer (“CEO”) of the Company since January 2017.  He has served as President of the Company since December 2015 and as an executive and Chief Financial Officer (“CFO”) of the Company since 2000. He joined Southside Bank in 1984 and is also a director of Southside Bank.  He currently serves as the President of the Tyler Junior College Foundation and serves on the finance committee of the Tyler Economic Development Council. He previously served as Chairman of the Board of Directors of the Federal Home Loan Bank of Dallas for six years and Council of Federal Home Loan Banks for two years. Mr. Gibson has over 30 years of banking experience, has served on the board of Southside Bank since 1999, is a CPA and has extensive financial knowledge which qualifies him to be a member of the Board.
2015
DONALD W. THEDFORD (67) – Mr. Thedford has been the owner and President of Don’s TV & Appliance, Inc., a home appliance and electronics store, since 1979.  He is a member of the National Appliance Retail Dealers Association and the Nationwide Marketing Group.  Mr. Thedford has previously served on the board of directors of the Tyler Area Chamber of Commerce, Better Business Bureau of East Texas, Retail Dealers Association and The Salvation Army. Mr. Thedford’s management and leadership skills running his business for over 35 years combined with his overall knowledge of business and finance qualify him to be a member of the Board.
2009
DIRECTORS CONTINUING UNTIL THE 2018 ANNUAL MEETING
 
S. ELAINE ANDERSON, CPA (64) – Ms. Anderson has a BBA with a major in accounting from Indiana University and has been a licensed CPA since 1976. She served as a director of OmniAmerican from 1996 to December 17, 2014 and as independent Chairperson of the Board from May 2010 to December 17, 2014 when OmniAmerican was acquired by the Company.  She served for 24 years with Texas Health Resources as Senior Vice President and Chief Compliance Officer prior to retiring in January 2016. In that role, she had responsibilities for compliance, privacy, information security and enterprise risk management. Texas Health Resources is one of the largest nonprofit healthcare systems in the nation and has 24 acute care and short-stay hospitals that are owned, operated, joint-ventured or affiliated with the healthcare system and other health care organizations. Ms. Anderson continues to serve as a consultant to the healthcare system and other healthcare organizations. Her prior professional experience includes serving in various positions with the international accounting firm, PwC from 1980 to 1991. She is a member of the American Institute of Certified Public Accountants, the Texas Society of Certified Public Accountants and the Health Care Compliance Association. Ms. Anderson's public accounting experience, understanding of financial statements and experience as the Chief Compliance Officer for a large healthcare system qualify her to be a member of the Board.
2014
HERBERT C. BUIE (86) – Mr. Buie has been CEO of Tyler Packing Corporation, Inc., a meat-processing firm, since 1955.  He serves on the Boards of Directors of the University of Texas Health Science Center at Tyler, the Development Board of Directors of the University of Texas at Tyler, the East Texas Regional Food Bank, The Salvation Army, Tyler Economic Development Council, the University of Texas at Tyler Foundation and the East Texas State Fair.  Mr. Buie brings to our Board an extraordinary understanding of our business, history and organization, as well as management, leadership and business skills.  These skills, combined with his service on numerous boards, including this Board since 1988, qualify him to be a member of the Board.
1988
PATRICIA A. CALLAN (58) – Ms. Callan is a principal of Callan Consulting which has provided sales management, insurance, managed care and healthcare related consulting services in the Dallas/Fort Worth area since 2001. She previously held executive management positions in Texas and Kentucky for regional and national insurance companies and owned an independent insurance agency in Lexington, Kentucky. She also served on the Board of Directors of OmniAmerican from 2006 to December 17, 2014 when OmniAmerican was acquired by the Company. Ms. Callan holds a Texas General Lines License. Ms. Callan's extensive business management and leadership experience qualify her to be a member of the Board.
2014
JOHN R. (BOB) GARRETT (63) – Mr. Garrett is a residential and commercial real estate developer and has served as the President of Fair Oil Company, a Tyler based oil and gas exploration and production company, since 2002.  Mr. Garrett is also Vice President of the R. W. Fair Foundation, a member of the Board of Regents of Stephen F. Austin State University and a member of the University of Texas Health Science Center at Tyler Development Board. He is a director of T.B. Butler Publishing, Inc., a member of the board of the Tyler Economic Development Council and Treasurer of the Meadows Mental Health Policy Institute.  He is a past president of both the Tyler Area Builders Association and the Texas Association of Builders.  Mr. Garrett brings to our Board extensive knowledge in the areas of residential and commercial real estate and oil and gas, as well as management, leadership and business skills and experience serving on numerous boards, all of which qualify him to be a member of the Board.
2009

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JOE NORTON (80) – Mr. Norton owns Norton Equipment Company and is a general partner in Norton Leasing Ltd., LLP.  Mr. Norton served as President and was a principal shareholder of Norton Companies of Texas, Inc. for 25 years, until 1989.  He also owned W. D. Norton, Inc. d/b/a Overhead Door for 16 years, until 2005. Mr. Norton is past Vice Chairman of the Board of Regents, East Texas State University (Texas A&M-Commerce) and has served on the Board of Trustees for All Saints Episcopal School of Tyler.  Mr. Norton brings to our Board an extraordinary understanding of our business, history and organization, as well as management, business and leadership skills.  These skills, combined with serving on this Board since 1988 qualify him to be a member of the Board.
1988
EXECUTIVE OFFICERS
 
TIM ALEXANDER (60) – Mr. Alexander currently serves as the Chief Lending Officer (“CLO”) having joined Southside Bank in 2005 and is an advisory director of Southside Bank. Mr. Alexander is a graduate of the University of Texas at Austin with over 35 years of commercial lending experience. He currently serves on the Board of Directors for Hospice of East Texas and is a Trustee on the Board of The Great Commission Foundation of the Episcopal Diocese of Texas.
 
PETER M. BOYD (61) – Mr. Boyd currently serves as Senior Executive Vice President of Southside Bank. Mr. Boyd joined Southside Bank in 1998 and is an advisory director of Southside Bank. He is a graduate of the University of Texas at Austin and has over 30 years of commercial lending experience. He is Vice President of the Church Corporation of The Episcopal Diocese of Texas, a Board and Finance Committee member of Camp Allen in Navasota and an Advisory and Alumni Board member of the Silver Spurs Service Organization at the University of Texas at Austin.
 
TIM CARTER (62) – Mr. Carter currently serves as Regional President, North Texas, having joined Southside Bank as a result of the acquisition of OmniAmerican. In this role, he is responsible for the strategic planning, coordination and implementation of bank operations in the North Texas region. Mr. Carter was President and CEO of OmniAmerican from July 2007 to December 17, 2014. He currently serves on the Board of Texas Wesleyan University, the Fort Worth Promotion and Development Fund, the Federal Home Loan Bank of Dallas, the Safe City Commission and is President of the North Texas Leaders and Executives Advocating Diversity (LEAD).
 
EARL W. (BILL) CLAWATER, III (63) – Mr. Clawater has served as Executive Vice President and Chief Credit Officer of Southside Bank since 2013 and has been employed by Southside Bank in various commercial lending and credit management capacities since 2000. He is also an advisory director of Southside Bank. Mr. Clawater is a graduate of the University of Texas at Austin and has over 35 years of commercial banking and lending experience. He currently serves as a director of the East Texas Medical Center Hospital and East Texas Medical Center Rehabilitation Hospital and as a member of the Finance Committee of the Episcopal Diocese of Texas.
 
BRIAN K. MCCABE (56) – Mr. McCabe has served as Executive Vice President of the Company since 2014. He currently serves as an Executive Vice President and Chief Information Officer of Southside Bank. He is also an advisory director of Southside Bank. He joined Southside Bank in 1983, and since this time has managed different operational and electronic banking areas. Mr. McCabe is a graduate of Stephen F. Austin State University, with a degree in Business Data Processing and minor in finance, and the Southwest Graduate School of Banking. He currently serves on the Board of East Texas Lighthouse for the Blind.  Mr. McCabe has previously served on the Board of Directors of the Tyler Area Chamber of Commerce, United Way of Smith County and Smith County American Red Cross.
 
JULIE SHAMBURGER, CPA (54) – Ms. Shamburger has served as Executive Vice President and Chief Financial Officer of the Company and Southside Bank since April 2016. She is also an advisory director of Southside Bank. Ms. Shamburger served as Executive Vice President and Chief Accounting Officer from 2011 until April 2016. Ms. Shamburger joined Southside Bank in 1982 and has over 30 years of accounting experience. Ms. Shamburger is a graduate of the University of Texas at Tyler. She is responsible for regulatory and SEC reporting as well as overseeing the daily accounting practices of the Company and Southside Bank. Ms. Shamburger is a member of the American Institute of Certified Public Accountants, the Texas Society of Certified Public Accountants and the East Texas Chapter of the Texas Society of Certified Public Accountants.
 


6




CORPORATE GOVERNANCE
Board Leadership Structure
Our Board of Directors functions in a collaborative fashion that emphasizes active participation by all of its members. Our business is conducted day-to-day by our officers, under the direction of our CEO, Lee R. Gibson, with oversight from the Board, to enhance the long-term value of the Company for its shareholders. Mr. Gibson became CEO on January 1, 2017, after the retirement of Sam Dawson on December 31, 2016. Mr. Gibson also serves as a member of the Board, which enables him to communicate the Board's strategic findings and guidance to management. Our Board determines who to appoint as our Chairman based on the knowledge and experience of the people then serving on our Board and chooses the person whom it believes best meets the needs of the Company. Based on these factors, in 2014 the Board elected Joe Norton as the Chairman effective January 1, 2015. Mr. Norton has been a board member since 1988 and has served on various board committees for the Company and for Southside Bank which gives him an extensive overall knowledge of the Company. This history also brings an established working relationship with management. Also in 2014, John R. (Bob) Garrett was elected as Vice Chairman effective January 1, 2015. Mr. Garrett has served on various board committees for the Company and for Southside Bank and has proved to be an integral part of the Board since his election in 2009. Both Mr. Norton and Mr. Garrett are independent directors and serve as ex-officio nonvoting members of the Audit, Nominating, Compensation, Risk and Information Technology, Digital Banking and Innovation Committees.
Board Oversight of Risk
The Company’s Board of Directors recognizes that, although day-to-day risk management is primarily the responsibility of the Company’s management team, the Board plays a critical role in the oversight of risk. The Board believes an important part of its responsibilities is to assess the major risks the Company faces and review the Company’s options for monitoring and controlling these risks. The Board assumes responsibility for the Company’s overall risk assessment, primarily through the Audit and Risk Committees. The Risk Committee assists the Board in fulfilling its responsibility for overseeing and improving the Company's enterprise-wide risk management practices, which includes ensuring that the executive team has identified and assessed all the risks the Company faces and has established a risk management infrastructure capable of addressing those risks. The Audit Committee has specific responsibility for oversight of risks associated with financial accounting and audits, as well as internal control over financial reporting. This includes the Company’s risk assessment and management policies, the Company’s major financial risk exposure and the steps taken by management to monitor and mitigate such exposure. The Compensation Committee oversees the risks relating to the Company’s compensation policies and practices, as well as management development and leadership succession, in the Company’s various business units. The Information Technology, Digital Banking and Innovation Committee is responsible for the oversight of technology risk, which includes cybersecurity. The Board as a whole examines specific business risks including but not limited to credit risk, interest rate risk and operations risk, in its regular strategic reviews on a company-wide basis.
In addition to periodic reports from the Audit Committee, Compensation Committee and Risk Committee about the risks over which they have oversight, the Board receives presentations throughout the year from management that include discussions of significant risks specific to the Company and the banking industry. Periodically, at Board meetings, management discusses matters of particular importance or concern, including any significant areas of risk requiring Board attention. We believe our risk oversight structure is also supported by our current Board leadership structure, with the Chairman of the Board working together with the independent Audit Committee and other standing committees.
Independent Directors
The Company’s common stock is listed on the NASDAQ Global Select Market.  NASDAQ listing rules require a majority of our directors be “independent directors,” as defined in the NASDAQ listing rules.  The Board has affirmatively determined that all of the Company’s directors, other than Lee R. Gibson, are independent directors under the NASDAQ listing rules. All board committees are comprised of a majority of and chaired by independent directors.
Shareholder Communication with the Board of Directors
The Company has adopted a procedure by which shareholders may send communications to one or more members of the Board by writing to such director(s) or to the Board as a whole in care of the Corporate Secretary, Southside Bancshares, Inc., 1201 South Beckham Avenue, Tyler, Texas 75701.  Any such communications will be promptly distributed by the Corporate Secretary to such individual director(s) or to all directors if addressed to the Board as a whole.
Code of Ethics
The Company has adopted a Code of Ethics applicable to all directors and executive officers of the Company.  The Code of Ethics is available on the Company’s website, www.southside.com/about/investor-relations, under the topic Governance Documents.  Within the time period required by the Securities and Exchange Commission (“SEC”) and the NASDAQ Global Select Market, we will post on our website any amendment to our Code of Ethics and any waiver applicable to any of our directors, executive officers or senior financial officers.
Procedures for Reporting Concerns about Accounting, Internal Accounting Controls or Auditing Matters
Management of the Company has established a Whistle Blower Policy.  This includes an online reporting system as well as a toll-free, 24-hour, seven-day-a-week fraud hotline.  This is a confidential service by which officers and employees can report to an independent company any questionable accounting or auditing matters, including, but not limited to, the following: fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company; fraud or deliberate error in the recording and maintaining of financial records of the Company; deficiencies in or noncompliance with the Company’s internal accounting controls; misrepresentation or false statement to or by a

7



senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or deviation from full and fair reporting of the Company’s financial condition.  Any complaints received by the independent company will be reported directly to the Chairman of the Audit Committee and to the head of the Company’s Internal Audit department.  Complaints will be reviewed by Internal Audit under the direction of the Audit Committee.  Complaints submitted will be promptly investigated and appropriate corrective action will be taken, as warranted by the investigation.  Management is committed to comply with all applicable securities laws and regulations and, therefore, encourage officers and employees to raise concerns regarding any suspected violations of those standards by using the fraud hotline.
Anti-Hedging and Anti-Pledging Policy
The Company maintains an anti-hedging and anti-pledging policy, which prohibits executive officers, directors and employees who receive equity grants from (1) directly or indirectly engaging in any hedging or monetization transactions, such as exchange funds, prepaid variable forward contracts, equity swaps, puts, calls, collars, forward sale contracts and other derivative instruments, through transactions in the Company’s securities or through the use of financial instruments designed for such purpose, (2) engaging in short sale transactions in the Company’s securities or (3) pledging the Company’s securities as collateral for a loan, including through the use of traditional margin accounts with a broker. The Company maintains this policy because hedging transactions, which might be considered short-term bets on the movement of the Company’s securities, could create the appearance that the person is trading based on inside information. In addition, transactions in options may also focus the person’s attention on short-term performance at the expense of the Company's long-term objectives. Finally, the Company maintains this policy because a margin sale or foreclosure sale may occur at a time when the pledger is aware of material nonpublic information or otherwise is not permitted to trade in the Company’s securities and the margin sale or foreclosure sale of the Company’s securities during such time could also create the appearance that the person is trading based on inside information.
Board of Directors Meeting Attendance
The Board of Directors and its committees held the following number of meetings during the fiscal year ended December 31, 2016:
Board
 
16

Audit Committee
 
18

Nominating Committee
 
2

Compensation Committee
 
5

Risk Committee
 
3

Information Technology, Digital Banking and Innovation Committee
 
4

During 2016, each of our directors, attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which he or she has been a director) and (2) the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served). All of the Company’s directors were in attendance at the Company’s 2016 Annual Meeting except John R. (Bob) Garrett.  Although the Company has not adopted a formal written policy with respect to director attendance at meetings, we encourage our directors to attend each annual meeting of shareholders and all meetings of the Board and committees on which the directors serve.
Southside Bancshares, Inc. Board Committees
The Board of the Company has five standing committees:
Audit Committee;
Nominating Committee;
Compensation Committee;
Risk Committee; and
Information Technology, Digital Banking and Innovation Committee.
Southside Bank Board Committees
The board of directors of Southside Bank has five standing committees:
Executive Committee;
Loan/Discount Committee;
Trust Committee;
Compliance/IT/CRA Committee; and
Investment/Asset-Liability Committee.
These committees were formed to assist the boards of directors of the Company and Southside Bank in the discharge of their respective responsibilities.  The purpose and composition of these committees with respect to persons who are directors of the Company and Southside Bank are described below.

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COMMITTEES OF THE COMPANY
Audit Committee of Southside Bancshares, Inc.
The Audit Committee of the Board was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and consists of six directors, Melvin Lovelady, CPA (Chairman), S. Elaine Anderson, CPA, Alton Cade, William Sheehy, Preston L. Smith and Donald W. Thedford.  Each member of the Audit Committee is an independent director as defined by the current NASDAQ listing rules and applicable SEC rules.  In addition, the Nominating Committee of the Board has unanimously determined that Melvin Lovelady, a CPA, qualifies as an “audit committee financial expert” as defined by the SEC.  The Nominating Committee of the Board has also unanimously determined that all Audit Committee members are financially literate under the current NASDAQ listing rules.
The Audit Committee is primarily responsible for the engagement of the independent registered public accounting firm, oversight of the Company’s financial statements and controls, assessing and ensuring the independence, qualifications and performances of the independent registered public accounting firm, approving the services and fees of the independent registered public accounting firm and reviewing and approving the annual audited financial statements for the Company before issuance, subject to the approval of the Board.  The Audit Committee manages the Company’s relationship with its independent registered public accounting firm, who report directly to the Audit Committee.  The Audit Committee also monitors the internal audit function, internal accounting procedures and assures compliance with all appropriate statutes and regulations.  The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties, with funding from the Company for such advice and assistance.  No members of the Audit Committee received any compensation from the Company during the last fiscal year other than directors’ fees.  The Audit Committee met eighteen times during 2016.
Audit Committee Charter
The Board has adopted a formal written Audit Committee charter that outlines the purpose of the Audit Committee, sets forth the membership requirements and addresses the key responsibilities of the Audit Committee.  A copy of the Audit Committee charter may be obtained at the Company’s website, www.southside.com/about/investor-relations, under the topic Governance Documents.
Nominating Committee of Southside Bancshares, Inc.
The Nominating Committee is responsible for identifying, screening and nominating candidates for election to the Board.  The Committee is comprised of Preston L. Smith (Chairman), Herbert Buie, Melvin Lovelady, CPA, William Sheehy and Donald W. Thedford, each of whom is an independent director of the Company, as defined by the current NASDAQ listing rules, and each is a director of Southside Bank.  The Nominating Committee met two times in 2016.
The Nominating Committee seeks to create a Board that is, as a whole, strong in its collective knowledge and diversity of skills and experience and background with respect to accounting and finance, management and leadership, business judgment, industry knowledge and corporate governance.  When the Nominating Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board and the Company at that time, given the then-current mix of director attributes.
The Company’s Board of Directors has established the following process for the identification and selection of candidates for director.  The Nominating Committee, in consultation with the Chairman of the Board, annually reviews the appropriate experience, skills and characteristics required of Board members in the context of the current membership of the Board to determine whether the Board would be better enhanced by the addition of one or more directors.  In considering board of director candidates, the Nominating Committee takes into consideration all factors that it deems appropriate, including, but not limited to, the individual’s character, education, experience, knowledge, skills and ownership of the Company’s stock.  The Nominating Committee will also consider the extent of the individual’s experience in business, education or public service, his or her ability to bring a desired range of skills, diverse perspectives and experience to the Board and whether the individual possesses high ethical standards, a strong sense of professionalism and is capable of serving the interests of shareholders.  A candidate should possess a working knowledge of the Company’s current local market areas.  Additionally, the Nominating Committee will consider the number of boards the candidate currently serves on when assessing whether the candidate has the appropriate amount of time to devote to serving on the Company’s Board. The Nominating Committee, when considering diversity, gives strong consideration to a wide range of diversity factors as a matter of practice when evaluating candidates to the Board and incumbent directors, but the Committee does not have a formal policy regarding Board diversity.
The Nominating Committee identifies candidates to the Board by introduction from management, members of the Board, employees or other sources, and shareholders that satisfy the Company’s policy regarding shareholder recommended candidates.  The Nominating Committee does not evaluate director candidates recommended by shareholders differently than director candidates recommended by other sources.  Shareholders wishing to submit director candidate recommendations for the 2018 Annual Meeting should write to the Nominating Committee in care of the Corporate Secretary, Southside Bancshares, Inc., Post Office Box 8444, Tyler, Texas 75711.  Any such shareholder must follow the procedures set forth in the Company’s bylaws and the Nominating Committee charter.  Our bylaws provide that proposals that comply with all rules and requirements of the SEC and are included in our proxy statement are deemed to comply with the advance notice procedures in our bylaws. Recommendations must be submitted to the Corporate Secretary on or before December 1, 2017, in order to be included in the proxy statement for the 2018 Annual Meeting.  See “Shareholder Proposals.”  The Nominating Committee is not obligated to nominate any individual for election.  No shareholder recommendations or nominations have been received by the Company for this Annual Meeting.  Accordingly, no rejections or refusals of such candidates have been made by the Company.

9



In addition, the Nominating Committee is responsible for identifying, screening, and nominating candidates for election to the Compensation Committee, Audit Committee, Risk Committee and Information Technology, Digital Banking and Innovation Committee and designating individuals, if any, as an “audit committee financial expert.” These nominations are then submitted to the Board for final approval.
Nominating Committee Charter
The Board has adopted a formal written Nominating Committee charter which outlines the purpose of the Nominating Committee, sets forth the membership requirements and addresses the key responsibilities of the Nominating Committee.  A copy of the Nominating Committee charter may be found on the Company’s website, www.southside.com/about/investor-relations, under the topic Governance Documents.
Compensation Committee of Southside Bancshares, Inc.
The Compensation Committee of the Board reviews the Company’s general compensation philosophy and oversees the development of compensation and benefit programs.  The Compensation Committee recommends the compensation for the executive officers of the Company, all of whom are also executive officers of Southside Bank.  The boards of directors of the Company and Southside Bank consider the recommendations of the Compensation Committee and approve the compensation of the executive officers.  Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation is provided in the Compensation Discussion and Analysis below.
The Compensation Committee consists of Donald W. Thedford (Chairman), Patricia A. Callan, Melvin Lovelady, CPA and William Sheehy each of whom is an independent director of the Company, as defined by the current NASDAQ listing rules, and director of Southside Bank.  The Committee met five times in 2016.
Compensation Committee Charter
The Board has adopted a formal written Compensation Committee charter which outlines the purpose of the Compensation Committee, sets forth the membership requirements and addresses the key responsibilities of the Compensation Committee.  A copy of the Compensation Committee charter may be found on the Company’s website, www.southside.com/about/investor-relations, under the topic Governance Documents.
Risk Committee of Southside Bancshares, Inc.
The purpose of the Risk Committee is to assist the Board in fulfilling its oversight responsibilities with regard to the risk appetite of the Company, enterprise wide risk management, compliance framework and the governance structure that supports it. The primary responsibility of the Risk Committee is to oversee and improve the company-wide risk management practices while assisting the board by:
Overseeing that the executive team has identified and assessed all the risks the Company faces and has established a risk management infrastructure capable of addressing those risks;
Overseeing, in conjunction with other board-level committees or the full-board, if applicable, risks, such as strategic, financial, credit, liquidity, security, property, information technology, legal, regulatory, reputational and other risks;
Overseeing the division of risk-related responsibilities to each board committee as clearly as possible and performing a gap analysis to determine the oversight of any risks is not missed; and
Approving, in conjunction with the full board, the Company’s enterprise wide risk management framework.
The Risk Committee consists of William Sheehy (Chairman), S. Elaine Anderson, CPA, Michael Bosworth and Donald W. Thedford, each of whom is an independent director of the Company. Also serving on the committee is Suni Davis, Chief Risk Officer of the Company and Southside Bank. The Committee met three times in 2016.
Risk Committee Charter
The Board has adopted a formal written Risk Committee charter that outlines the purpose of the Risk Committee, sets forth the membership requirements and addresses the key responsibilities of the Risk Committee. A copy of the Risk Committee charter may be found on the Company’s website, www.southside.com/about/investor-relations, under the topic Governance Documents.
Information Technology, Digital Banking and Innovation Committee of Southside Bancshares, Inc.
The purpose of the Information Technology, Digital Banking and Innovation Committee is to assist the Board in fulfilling its oversight responsibilities with regard to information technology, digital banking and innovation. Specific responsibilities of this committee are:
Provide oversight on information technology strategies and subjects related to digital innovation, digital banking strategies and business/information technology;
Review management reports and provide oversight of the implementation of major digital banking, technology innovation and business/information technology projects and architecture decisions;
Review the information technology plan which demonstrates objectives and targets for digital banking, technology innovation and business/information technology risks, proposals and acquisition processes; and
Ensure the Company’s digital banking, digital innovation and business/information technology programs effectively support its business objectives and strategies.

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The Information Technology, Digital Banking and Innovation Committee consists of Larry Anderson, M.D. (Chairman), Preston L. Smith and Patricia A. Callan, each of whom is an independent director of the Company. Also serving on the Committee are Trent Dawson, an officer of Southside Bank and Brian McCabe, Southside Bank's Chief Information Officer and an advisory director of Southside Bank. The Committee met four times in 2016.
Information Technology, Digital Banking and Innovation Committee Charter
The Board has adopted a formal written Information Technology, Digital Banking and Innovation Committee charter that outlines the purpose of the Committee, sets forth the meeting requirements, and addresses the key responsibilities of the Committee.

COMMITTEES OF SOUTHSIDE BANK
Executive Committee and Loan/Discount Committee of Southside Bank
The Executive Committee is authorized to act on behalf of the Board of Directors of Southside Bank between scheduled meetings of the Board, subject to certain limitations.  The committee is comprised of Joe Norton (Chairman), Larry Anderson, M.D., S. Elaine Anderson, CPA, Michael Bosworth, Herbert Buie, Alton Cade, Patricia A. Callan, John R. (Bob) Garrett, Melvin Lovelady, CPA, William Sheehy, Preston L. Smith and Donald W. Thedford, who are all directors of the Company and Southside Bank, and John F. Walker, M.D. who is an advisory director of Southside Bank. None of the forgoing individuals are officers or employees of either the Company or Southside Bank.  Also serving is Lee R. Gibson, an officer and director of the Company and Southside Bank and Bill Clawater, an officer and an advisory director of Southside Bank.  In addition, the members of the Executive Committee comprise the Loan/Discount Committee of Southside Bank.  It is the Loan/Discount Committee’s responsibility to monitor credit quality, review extensions of credit and approve selected credits in accordance with the loan policy.  The Executive Committee and the Loan/Discount Committee of Southside Bank met weekly to discharge responsibilities of both committees at combined meetings and met 51 times in 2016.
Trust Committee of Southside Bank
The Trust Committee of Southside Bank is responsible for the oversight of the operations and activities of the Trust Department.  The committee is comprised of Herbert Buie, Alton Cade and Patricia A. Callan, each of whom is a director of the Company and Southside Bank.  John F. Walker, M.D. is an advisory director of Southside Bank and serves as a member of the Trust Committee.  Lee R. Gibson serves as an advisory member and is a director and officer of the Company and Southside Bank.  Doug Bolles and Kim Partin (Chair), officers of Southside Bank, also serve on this committee.  Brian McCabe, an officer of the Company and officer and advisory director of Southside Bank, is an advisory member of the Trust Committee.  Lonny Uzzell, an advisory director and officer of Southside Bank, is an advisory member of the Trust Committee.  Herbert Buie, Alton Cade, Patricia A. Callan and John F. Walker, M.D. are not officers or employees of the Company or Southside Bank.  The Trust Committee met eleven times in 2016.
Compliance, Information Technology (IT) and Community Reinvestment Act (CRA) Committee of Southside Bank
The Compliance/IT/CRA Committee of Southside Bank is responsible for ensuring compliance with all appropriate statutes and reviews electronic data processing and community reinvestment activities.  The Compliance/IT/CRA Committee is comprised solely of persons who are directors of the Company and Southside Bank but who are not officers or employees.  Those directors are Melvin B. Lovelady, CPA, (Chairman), S. Elaine Anderson, CPA, Alton Cade, William Sheehy, Preston L. Smith and Donald W. Thedford.  The Compliance/IT/CRA Committee met twelve times in 2016.
Investment/Asset-Liability Committee (ALCO) of Southside Bank
The Investment/Asset-Liability Committee is responsible for reviewing Southside Bank’s overall asset and funding mix, asset-liability management policies and investment policies. The members of the committee are Lawrence Anderson M.D., S. Elaine Anderson, CPA, Herbert Buie and Melvin Lovelady, CPA, who are all directors of the Company and Southside Bank. None of the forgoing individuals are officers or employees of the Company or Southside Bank.  Lee R. Gibson, an officer and director of the Company and Southside Bank, serves on the committee with Suni Davis (Chair), officer of the Company and Southside Bank. Julie Shamburger, an officer and advisory director of Southside Bank, is a member of the committee. Also serving on this committee are Tim Alexander, Peter Boyd, Bill Clawater and Lonny Uzzell, officers and advisory directors of Southside Bank. Kyle Gibson, Jared Green, Bryan Lentz, Michael Phea, Jill Kinsley and Glen Greeney each officers of Southside Bank also serve on the committee. The Investment/Asset-Liability Committee met twelve times in 2016.

DIRECTOR COMPENSATION
During 2016, the Company paid its Chairman of the Board $10,417 per month and its Vice Chairman of the Board $8,333 per month. The Chairman Emeritus and the Chairman of the Audit Committee were paid $8,333 per month by the Company. During 2016, the Company paid the remaining non-employee directors fees of $4,750 per month other than S. Elaine Anderson who received $5,250 per month from January through April and Patricia A. Callan who received $5,250 per month in January, March and April of 2016. In addition, non-employee directors, who are also directors of Southside Bank, were paid $500 per regular Southside Bank board meeting. Also during 2016, the Company and Southside Bank paid non-employee directors a bonus of $10,000 and $1,500, respectively.
Sam Dawson, the Company’s CEO through December 31, 2016 and Lee R. Gibson, the Company's current CEO, are not included in the table below, as they were officers of the Company in 2016, and thus received no compensation for their service as directors of the Company. The compensation received by Mr. Dawson and Mr. Gibson is shown in the Summary Compensation table under Executive Compensation.

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2016 DIRECTOR COMPENSATION
The table below summarizes the compensation paid by the Company to current directors for the year ended December 31, 2016.
Name
 
Fees Earned or Paid in Cash ($)
 
All Other Compensation ($) (9)
 
Total ($)
S. Elaine Anderson, CPA (1) 
 
$
75,000

 
$

 
$
75,000

Lawrence Anderson, M.D. (2)
 
75,000

 

 
75,000

Herbert C. Buie (2)
 
75,000

 

 
75,000

Alton Cade (2)
 
75,000

 

 
75,000

Patricia A. Callan (3)
 
74,500

 

 
74,500

John R. (Bob) Garrett (4)
 
117,500

 

 
117,500

B.G. Hartley (5)
 
102,500

 
5,439

 
107,939

Melvin B. Lovelady, CPA (6)
 
118,000

 

 
118,000

Joe Norton (7)
 
143,000

 

 
143,000

William Sheehy (8)
 
74,500

 

 
74,500

Preston L. Smith (2)
 
75,000

 

 
75,000

Donald W. Thedford (2)
 
75,000

 

 
75,000

(1)
Compensation includes $6,000 and $69,000 for serving as director of Southside Bank and the Company, respectively.
(2)
Compensation includes $8,000 and $67,000 for serving as director of Southside Bank and the Company, respectively.
(3)
Compensation includes $6,000 and $68,500 for serving as director of Southside Bank and the Company, respectively.
(4)
Compensation includes $7,500 and $110,000 for serving as director of Southside Bank and the Company, respectively.
(5)
Compensation includes $2,500 and $100,000 for serving as director of Southside Bank and the Company, respectively.
(6)
Compensation includes $8,000 and $110,000 for serving as director of Southside Bank and the Company, respectively.
(7)
Compensation includes $8,000 and $135,000 for serving as director of Southside Bank and the Company, respectively.
(8)
Compensation includes $7,500 and $67,000 for serving as director of Southside Bank and the Company respectively.
(9)
Amounts included in this column for 2016 are as follows:
 
 
B.G. Hartley
Automobile (a)
 
$
156

Club Dues (b)
 
3,309

Insurance Premiums (c)
 
1,974

Total
 
$
5,439

(a)
The incremental cost to the Company during 2016 for fuel and maintenance.
(b)
The incremental cost to the Company during 2016 for club dues.
(c)
B.G. Hartley received $1,678 and $295 for Medicare Part B and Medicare Part D insurance premiums, respectively.

12




Deferred Compensation Agreement with B.G. Hartley
The Company entered into a deferred compensation agreement with B.G. Hartley effective February 13, 1984. B.G. Hartley’s deferred compensation agreement provides that upon a termination of employment by reason of death, retirement or an involuntary termination by the Company other than for cause, he will be entitled to receive $468,412 in a lump sum and $800,000 payable monthly over 15 years, plus an additional $4,000 per month payable until death. B.G. Hartley retired on January 5, 2012, and consistent with his deferred compensation agreement, he began receiving payments in January 2012.
Retirement Agreement with B.G. Hartley
On November 7, 2008, the Company, Southside Bank and B.G. Hartley, entered into a Retirement Agreement. The Retirement Agreement provides that in each of the five years after his “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986), regardless of whether the separation is by reason of retirement, death or otherwise, the Company shall pay B.G. Hartley $250,000 per year, subject to a 5% increase per year after the first year.  The Company shall continue to make payments to B.G. Hartley’s estate or beneficiaries in the event of his death during the five year period.  In addition, B.G. Hartley shall be entitled to participate in all plans, programs, practices and policies maintained by the Company at that time with respect to retirement or termination of employment.
B.G. Hartley retired on January 5, 2012, and in accordance with this agreement, began receiving monthly payments on August 1, 2012.

DIRECTOR STOCK OWNERSHIP POLICY
To help promote the alignment of the personal interests of the Company’s directors with the interests of our shareholders, the Company established in February 2014, a stock ownership policy for all non-employee directors. Under this policy, each non-employee director is required to acquire at least 5,000 shares of the Company’s common stock within five years after the date he or she is first elected as a director. The acquisition period is measured using the calendar year. For current directors, the policy requires that they accumulate these shares over the five years beginning on January 1, 2014. For any new directors, their five-year accumulation period will begin on January 1 of the year following their election. To the extent a director is not in compliance with the policy after the five-year accumulation period, any compensation paid to that director must be in the form of stock compensation and the director is required to retain 50% of these stock awards.
The following table shows the stock ownership as of March 15, 2017 of our non-employee directors serving on that date and the percentage of the ownership guideline they have reached.
Director
 
Number of
Shares Held (#)
 
Stock Held as % of Ownership Guideline
Lawrence Anderson, M.D.
 
30,925

 
>100%
S. Elaine Anderson, CPA
 
29,647

 
>100%
Michael Bosworth
 
76,521

 
>100%
Herbert C. Buie
 
662,656

 
>100%
Alton Cade
 
72,187

 
>100%
Patricia A. Callan
 
7,799

 
>100%
John R. (Bob) Garrett
 
10,677

 
>100%
Melvin B. Lovelady, CPA
 
20,237

 
>100%
Joe Norton
 
250,214

 
>100%
William Sheehy
 
145,549

 
>100%
Preston L. Smith
 
10,353

 
>100%
Donald W. Thedford
 
11,355

 
>100%


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding beneficial ownership of our common stock as of March 15, 2017, for the following persons:
each person known by us to beneficially own more than 5% of our outstanding common stock;
each of our directors;
each of our executive officers included in our Summary Compensation Table; and
all of our directors and executive officers as a group.
Unless otherwise indicated, the address of each of the named individuals is 1201 South Beckham Avenue, Tyler, Texas 75701.
Name of Beneficial Owner
 
Amount and Nature of Beneficial Ownership (1)
 
Percent of Class
Lawrence Anderson, M.D. (2)
 
30,925

 
*

S. Elaine Anderson, CPA (3)
 
29,647

 
*

Michael Bosworth (4)
 
76,521

 
*

Herbert C. Buie (5)
 
662,656

 
2.3

Alton Cade (6)
 
72,187

 
*

Patricia A. Callan (7)
 
7,799

 
*

Sam Dawson (8)
 
226,189

 
*

John R. (Bob) Garrett
 
10,677

 
*

Lee R. Gibson, CPA(9)
 
93,508

 
*

Melvin B. Lovelady, CPA(10)
 
20,237

 
*

Joe Norton (11)
 
250,214

 
*

William Sheehy (12)
 
145,549

 
*

Preston L. Smith (13)
 
10,353

 
*

Donald W. Thedford
 
11,355

 
*

Tim Alexander (14)
 
29,216

 
*

Tim Carter (15)
 
47,334

 
*

Julie Shamburger, CPA (16)
 
30,616

 
*

BlackRock, Inc. (17)
 
3,046,820

 
10.7

All directors and executive officers of the company as a group (20 in total). (18)
 
4,918,784

 
17.2

*    Less than 1% of total outstanding shares (28,586,916) as of March 15, 2017
(1)
Unless otherwise indicated, each person has sole voting and investment power with respect to the shares of common stock set forth opposite his or her name.
(2)
Dr. Anderson owns 15,163 shares in an individual retirement account and has sole investment and voting power in these shares. Dr. Anderson also beneficially owns 15,540 shares held by Vida Partnership, LTD of which he is the General Partner. Dr. Anderson is custodian for his daughter for 75 shares and his son for 147 shares, which are included in the total. Dr. Anderson disclaims beneficial ownership of these 222 shares.
(3)
Ms. Anderson has sole voting and investment power with respect to 8,358 shares owned individually. Ms. Anderson owns 664 shares in an individual retirement account and has sole investment and voting power in these shares. Also included in the total are 20,625 shares owned by Ms. Anderson's husband, of which she disclaims all beneficial ownership.
(4)
Mr. Bosworth has joint voting and investment power with his wife with respect to 16,946 shares owned jointly and has sole voting and investment power with respect to 48,207 shares owned individually. Mr. Bosworth beneficially owns 11,368 shares held by Bosworth & Associates which he owns jointly with his wife.
(5)
Mr. Buie has sole voting and investment power with respect to 601,972 shares owned individually.  Mr. Buie owns 36,405 shares in individual retirement accounts and has sole voting and investment power in these shares.  Also included in the total are 16,148 shares owned by Mr. Buie’s wife, 4,246 shares owned by Mrs. Buie as trustee for their son and 3,885 shares owned by Mrs. Buie as trustee for their daughter.  Mr. Buie disclaims beneficial ownership of these 24,279 shares, which are included in the total.
(6)
Mr. Cade has joint voting and investment power with his wife with respect to 30,642 shares and also beneficially owns 35,346 shares held by Cochise Company, Inc., of which he is President.  Mr. Cade has voting and investment power as trustee of the Cade Residuary Trust, which owns 6,199 shares.
(7)
Ms. Callan has sole voting and investment power with respect to 2,883 shares owned individually and 4,916 shares in an individual retirement account.
(8)
Mr. Dawson has joint voting and investment power with his wife with respect to 109,354 shares and has sole voting power, but not investment power, with respect to 22,228 shares owned in the Company’s Employee Stock Ownership Plan (“ESOP”), in which he is 100% vested.  Mr. Dawson owns 26,507 shares in an individual retirement account and has sole voting and investment power in these shares. Included in the total are 3,687 shares owned by Mr. Dawson’s wife, of which he disclaims all beneficial ownership. Also included in the total are 64,413 shares subject to stock options that are exercisable within 60 days of the record date.
(9)
Mr. Gibson has sole voting power and investment power with respect to 19,734 shares owned individually.  He also has sole voting power, but not investment power, with respect to 20,488 shares owned in the Company’s ESOP, in which he is 100% vested. Mr. Gibson owns 5,898 shares in an individual retirement account and has sole voting and investment power in these shares. Also included in the total are 47,388 shares subject to stock options that are exercisable within 60 days of the record date.
(10)
Mr. Lovelady has joint voting and investment power with his wife with respect to 20,237 shares owned jointly.
(11)
Mr. Norton has sole voting and investment power with respect to 236,446 shares.  Mr. Norton is custodian for his granddaughter for 8,801 shares and his grandson for 4,967 shares, which are included in the total.  Mr. Norton disclaims beneficial ownership of these 13,768 shares.
(12)
Mr. Sheehy has sole voting and investment power with respect to 125,910 shares owned individually and 19,639 shares in an individual retirement account.
(13)
Mr. Smith has joint voting and investment power with his wife with respect to 4,172 shares owned jointly and has sole voting and investment power with respect to 4,786 shares owned individually. Also included in the total are 1,395 shares owned by Mr. Smith's wife, of which he disclaims all beneficial ownership.

14



(14)
Mr. Alexander has sole voting power and investment power with respect to 1,243 shares owned individually.  He also has sole voting power, but not investment power, with respect to 1,331 shares owned in the Company’s ESOP, in which he is 100% vested. Mr. Alexander owns 15,295 shares in an individual retirement account and has sole voting and investment power in these shares. Also included in the total are 11,347 shares subject to stock options that are exercisable within 60 days of the record date.
(15)
Mr. Carter has sole voting power and investment power with respect to 39,747 shares owned individually. Mr. Carter has voting and investment power as trustee of the Timothy Carter Lifetime Trust, which owns 664 shares.  He also has sole voting power, but not investment power, with respect to 100 shares owned in the Company’s ESOP, in which he is 100% vested. Mr. Carter owns 369 shares in an individual retirement account and has sole voting and investment power in these shares. Also included in the total are 6,454 shares subject to stock options that are exercisable within 60 days of the record date.
(16)
Ms. Shamburger has sole voting power and investment power with respect to 11,423 shares owned individually.  She also has sole voting power, but not investment power, with respect to 4,646 shares owned in the Company’s ESOP, in which she is 100% vested. Ms. Shamburger owns 3,335 shares in an individual retirement account and has sole voting and investment power in these shares. Also included in the total are 11,212 shares subject to stock options that are exercisable within 60 days of the record date.
(17)
Information obtained solely by reference to the Schedule 13G/A filed with the SEC on January 17, 2017 by BlackRock, Inc. (“BlackRock”).  BlackRock reported that it has sole dispositive power over 3,046,820 shares and sole voting power over 2,994,609 shares held as of December 31, 2016.  BlackRock also reported that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, our common stock but that no one person’s interest is more than five percent of our total outstanding common stock.  The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
(18)
Includes executive officer ownership of 79,954 shares not listed in table. Also included in the total are 37,027 shares subject to stock options that are exercisable within 60 days of the record date.

COMPENSATION COMMITTEE REPORT
The Compensation Committee oversees and makes recommendations for all aspects of executive officer compensation.  The board of directors of the Company considers the recommendations of the Compensation Committee and approves the compensation of the executive officers.  In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis in this proxy statement.
In reliance on the review and discussion referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and its proxy statement on Schedule 14A to be filed in connection with the Company’s 2017 Annual Meeting, each of which will be filed with the SEC.
This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.
Submitted by the Compensation Committee of the Board.
Donald W. Thedford, Chairman
Melvin B. Lovelady, CPA
Patricia A. Callan
William Sheehy

COMPENSATION DISCUSSION AND ANALYSIS
Overview of Compensation Program
In the paragraphs that follow, we will give an overview and analysis of our compensation programs and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions.  Later in this proxy statement under the heading “Executive Compensation” you will find a series of tables containing specific information about the compensation earned or paid in 2016 to the following executive officers, who are referred to as the “named executive officers” or “NEOs.”
Sam Dawson - former Chief Executive Officer, (serving through December 31, 2016) and former Director of the Company and Southside Bank;
Lee R. Gibson, CPA - President, Chief Executive Officer and Director of the Company and Southside Bank;
Julie Shamburger, CPA - Executive Vice President, Chief Financial Officer and advisory Director of Southside Bank;
Tim Alexander - Chief Lending Officer and advisory Director of Southside Bank; and
Tim Carter - Regional President, North Texas and advisory Director of Southside Bank.
The Compensation Committee of the Board (the “Committee”) has responsibility for reviewing and establishing the Company’s compensation programs, consistent with the Company’s compensation philosophy.  The Committee attempts to ensure the total compensation paid to the NEOs is fair, reasonable, and competitive.  The Committee conducts an annual base salary and bonus compensation level review of the NEOs and occasionally engages outside consultants, as discussed below.  When determining compensation, the Company typically does not establish specific performance goals for the NEOs, but instead evaluates and reviews each NEO’s contribution to the overall performance of the Company, taking into account any changes in duties or responsibilities, the overall banking environment, skills and talents demonstrated during the year and leadership skills.
During 2016, the Committee reviewed with management the design and operation of the incentive compensation arrangements for the NEOs and other employees of Southside Bank for the purpose of determining whether such programs might encourage inappropriate risk-taking that

15



could have a material adverse effect on the Company.  The Committee concluded the incentive plans and policies do not encourage the NEOs or other employees to take risks that are reasonably likely to have a material adverse effect on the long-term well-being of the Company.
The Committee also reviews and develops recommendations for director compensation, including committee service fees.
Compensation Philosophy and Objectives
The Committee believes the most effective executive compensation program is one that is designed to reward long-term and strategic performance and which aligns executives’ interests with those of the shareholders with the ultimate objective of improving long-term shareholder value.  The Committee evaluates both performance and compensation to ensure the Company maintains its ability to attract and retain superior officers in key positions and that compensation provided to key officers remains competitive relative to the compensation paid to similarly situated executives of our peer companies (as discussed below).  To that end, the Committee believes executive compensation provided by the Company to its NEOs should include both cash and other benefits that reward both Company and executive performance.  Performance is evaluated in a number of ways.  First and most importantly, the committee evaluates the overall performance of the Company during the year and over a longer term, typically three years.  Performance metrics evaluated include profitability, return on equity, ability to pay dividends to shareholders, overall asset quality, capital levels and earnings per share.  The Company’s performance is measured against its peers utilizing outside independently produced peer group data.  The committee also takes into consideration the results of outside examinations and audits.  The committee evaluates individual performance of each NEO in their areas of responsibility and to the Company as a whole, taking into consideration the overall banking environment.  Using this information as a guide the committee then works through its process of evaluating and setting compensation.
Role of Executive Officers in Compensation Decisions
The Committee makes recommendations to the Board regarding all compensation decisions for the NEOs.  The CEO provides input regarding the performance of the other NEOs and makes recommendations for compensation amounts payable to the other NEOs.  These recommendations are based on the CEO’s personal observation of each NEO's performance, commitment and contribution to the Company.  The CEO is not involved with any aspect of determining his own pay.
Setting Executive Compensation
Based on the compensation objectives noted above, the Committee has structured the NEOs’ annual compensation to be competitive and to motivate and reward the NEOs for their performance.
In furtherance of this, the Committee occasionally engages an outside consulting firm to conduct a peer review of its overall compensation program for the NEOs.  In 2015, the Committee engaged Pearl Meyer & Partners (“PM&P”) to serve as an independent outside consultant to Southside Bancshares, Inc., reporting directly to the Committee. PM&P provided the Committee a letter with a statement of independence and the procedures they follow to remain independent. PM&P was engaged to prepare an Executive Compensation Review, dated January 16, 2015, specifically for the Committee.  This Executive Compensation Review was based on a custom peer group selected by PM&P based on asset size, location and performance (the “Compensation Peer Group”). The Compensation Peer Group is comprised of sixteen public commercial banks in Texas, Oklahoma, Arkansas, Louisiana, Alabama, Colorado, Georgia, Iowa, Mississippi, South Carolina, Missouri and Tennessee, against which PM&P and the Committee believe the Company competes for talent.  At the time of the study, the Compensation Peer Group assets ranged from $2.2 billion to $7.9 billion with a median asset size of approximately $4.6 billion. The companies comprising the Compensation Peer Group were:
Ameris Bancorp
Independent Bank Group, Inc.
BancFirst Corporation
National Bank Holdings Corporation
First NBC Bank Holding Company
Pinnacle Financial Partners, Inc.
Enterprise Financial Services Corp
Renasant Corporation
First Financial Bankshares, Inc.
ServisFirst Bancshares, Inc.
Great Southern Bancorp, Inc.
Simmons First National Corporation
Heartland Financial USA, Inc.
South State Corporation
Home Bancshares, Inc.
ViewPoint Financial Group, Inc.
During Committee discussions regarding setting NEO compensation for 2016, the Committee referenced the 2015 Executive Compensation Review. The Compensation Peer Group data is used for comparative purposes only. We do not target executive officer pay opportunities at any particular percentile relative to our Compensation Peer Group. The Committee evaluates the NEO's compensation and reviews and discusses performance, job responsibilities and tenure for each NEO position. Based on this review and discussion of each NEO, the Committee determines the NEO's total compensation. There is no pre-established policy or target for the allocation among different types of compensation. In determining the appropriate mix of compensation for 2016, the Committee took into consideration that equity-based compensation would be part of its executive officer compensation program for 2016.
2016 In Review
Southside Bancshares, Inc. financial results for 2016 included a return on average shareholders' equity of 10.54%, and a return on average assets of 0.94%. Net income for 2016 increased $5.4 million, or 12.2%, and diluted earnings per common share increased $0.21, or 12.7%. During 2016, loans increased $124.8 million and nonperforming assets decreased to 0.27% of total assets.

16



2016 Executive Compensation Components
For the fiscal year ended December 31, 2016, the principal components of compensation for NEOs were:
Base salary;
Annual incentive program;
Discretionary bonus;
Long-term equity incentive awards;
Retirement benefits;
Perquisites and other personal benefits; and
Health and welfare benefits.
Base Salary
The Company provides NEOs and other employees with a base salary to compensate them for services rendered during the fiscal year.  Base salaries for NEOs are determined based on their position and responsibility by using comparable market data adjusted for duties and responsibilities.
During the review of base salaries for executives, the Committee primarily considers:
Compensation Peer Group data;
internal review of the executive’s compensation, both individually and relative to our other officers;
overall individual performance of the executive;
scope of responsibilities;
experience; and
tenure with the Company.
Salary levels are typically considered annually as part of the Company’s performance review process, as well as upon a promotion or other change in job responsibility.  Merit-based increases to salaries of NEOs are based on the Committee’s assessment of performance after considering recommendations of the CEO (other than with respect to himself).  The NEO salaries were approved by the Committee for 2016 based on the CEO’s recommendations for the other NEOs and company performance. 
After considering all of the relevant factors and the performance of each executive, the Committee decided that Sam Dawson and Lee R. Gibson would receive a 4.8% and a 7.4% increase in base salary for 2016, respectively.
Julie Shamburger received a 3.2% increase in base salary for 2016 and received an additional increase in salary of $40,000 after being promoted to Chief Financial Officer. Tim Alexander and Tim Carter received a 6.1% and 5.6% increase in base salary for 2016, respectively.  
Annual Incentive Program
Prior to January 2014, the annual cash bonus program was primarily comprised of discretionary cash bonus awards. In December 2013, upon the approval of the Board based on the recommendation of the Compensation Committee, the Company implemented a performance-based annual incentive bonus program, the Annual Incentive Program (“AIP”) to replace approximately 75% of the discretionary cash bonus awards starting January 1, 2014. Any discretionary cash bonus award for the Company's CEO and CFO annually will be based upon the Company's performance and individual contributions. The Compensation Committee may also award cash bonuses to other named executives and senior officers of the Company and the Bank.
Participants in the program for 2016 were Sam Dawson, Lee R. Gibson and Julie Shamburger, who had a maximum incentive opportunity equal to 50%, 40% and 30% of base salary, respectively.
We believe that a significant amount of our executives’ compensation should be contingent on our performance.  The AIP formalizes this philosophy for our top executives by providing a cash incentive for the attainment of profitable growth and stable financial operating conditions. 

17



For 2016, the Compensation Committee approved the following performance measures, all of which are weighted equally:
Earnings per share (“EPS”) growth (fully-diluted);
Loan growth;
Return on average equity (“ROAE”);
Efficiency ratio; and
Non-performing assets (“NPA”) as a percentage of total assets.
We believe a focus on these metrics over time will support sustained performance and the long-term creation and preservation of shareholder value.
Performance measures, goals and weighting are set annually by the Compensation Committee.  In determining the amount of the annual incentive payment, a threshold level of performance is established for each measure.  Participants will earn a cash award based on the amount by which actual performance exceeds the threshold goal as set forth below, up to the set percentage of bonus allocated to each performance measure. In the event the Company's performance is less than the threshold with respect to a particular performance measure, no incentive compensation is payable for that particular measure.
 
Performance Measure
Weighting
Threshold
Award for Achieving Performance Over Threshold
 
 
EPS Growth (Fully-Diluted)
20%
5.0%
2.5% for each 1% above the threshold
 
Loan Growth
20%
5.0%
2% for each 1% above the threshold
 
ROAE
20%
10.0%
2.5% for each 1% above the threshold
 
Efficiency Ratio
20%
60.0%
2% for each 1% below the threshold
 
NPAs / Assets
20%
0.50%
1.5% for each 0.01% below the threshold
The following table presents the actual performance results for 2016 compared to the thresholds for the performance measures and the resulting Annual Incentive Program percentage earned for 2016.
Performance Measure
2015
Result
2016
Result
2016
Growth
Compared to Threshold
Award
Maximum Award Weighting
EPS Growth (Fully-Diluted)
$
1.65

$
1.86

12.73
%
7.73
%
19.32
%
19.32
%
Loan Growth
$
2,431,753

$
2,556,537

5.13
%
0.13
%
0.26
%
0.26
%
ROAE
 
10.54
%
 
0.54
%
1.35
%
1.35
%
Efficiency Ratio
 
54.08
%
 
5.92
%
11.84
%
11.84
%
NPAs / Assets
 
0.27
%
 
0.23
%
33.00
%
20.00
%
Annual Incentive Earned
52.77%

For 2017, the Committee made the following changes to the AIP.  Due to Lee R. Gibson being promoted to CEO, the maximum incentive opportunity for Mr. Gibson is now 50% of his of base salary, an increase from 40%.  
The annual incentive bonus for Tim Alexander is based on net loan revenue for the east Texas and central Texas regions. The annual incentive bonus for Tim Carter is based on net loan revenue for the north Texas region. Net loan revenue is defined as total annual loan revenue less annual salary expense for each commercial lender, in their respective regions. For each commercial lender, the net loan revenue for the current annual period is compared to the prior annual period to determine the increase or decrease in net loan revenue. Increases and decreases by officer are then combined to determine a net increase or decrease in overall net loan revenue, for the respective regions. Each executive is paid 5% of an overall increase in net loan revenue. Each executive received 75% in cash and 25% in RSUs that vest equally over four years.
Discretionary Bonus
The board from time to time may determine that it is appropriate to pay an NEO a discretionary bonus, not as an incentive or linked to performance numbers, but as a reward rather than a motivator. Sam Dawson, Lee R. Gibson and Julie Shamburger received discretionary bonuses for 2016 in the amounts of $265,000, $35,000 and $12,500 respectively for their individual contributions, leadership and performance during 2016. When determining the discretionary bonus for Sam Dawson the Board considered his 42 years at the Company, his decades of leadership and the forfeiture of unvested equity awards in connection with his retirement effective as of December 31, 2016.

18




Long-Term Equity Incentive Awards
The Southside Bancshares, Inc. 2009 Incentive Plan provides for the grant of equity awards to our employees, officers and directors.  The primary purpose of the 2009 Incentive Plan is to promote our success by linking the personal interests of our employees, officers, directors and consultants to those of our shareholders, and by providing participants with an incentive for outstanding performance. The 2009 Incentive Plan outlines the type of incentive awards to be granted under the 2009 Incentive Plan and establishes proposed amounts for participants, subject to final approval by the Committee.  In 2015 the Committee engaged the services of PM&P to assist in guiding the Committee as to what is comparable and customary relative to the Compensation Peer Group with respect to long-term equity programs.  We believe these awards align executive performance and achievement with shareholder interests.
Our NEOs are awarded long-term equity awards under the 2009 Incentive Plan with a value equal to a specified percentage of their base salaries. For 2016, the percentages were as follows: Lee R. Gibson, 50%; Julie Shamburger, 35%; Tim Alexander, 35%, and Tim Carter, 25%.  These awards were granted with a grant date fair value of 50% in the form of stock options and 50% in the form of restricted stock units (“RSUs”). Details of the equity awards granted to the NEOs are set forth in the Grants of Plan-Based Awards table on page 22.  Due to his impending retirement, Sam Dawson was not granted any long-term equity awards in 2016.
Executive Stock Ownership Policy
The Company maintains a stock ownership policy that determines the amount of common stock that should be held by the Company’s executive officers. The policy specifies the value of company stock (the “Required Market Value”), as a multiple of the executive officer’s base salary in effect as of the time the executive first becomes subject to the policy, which must be held by each executive officer, as follows:
 
Position
 
Multiple
 
Chief Executive Officer
 
3x Base Salary
 
Chief Financial Officer
 
2x Base Salary
 
President
 
2x Base Salary
 
Chief Lending Officer
 
2x Base Salary
 
Other Executive Officers
 
One-half Base Salary
The CEO, CFO, President and CLO are strongly encouraged to achieve ownership of a sufficient number of shares to satisfy the Required Market Value within five years of first becoming subject to the policy, and other executive officers are strongly encouraged to comply with the policy within seven years of first becoming subject to the policy.
In order to meet the stock ownership requirement, an executive officer may count all shares of common stock owned by the executive (including restricted stock and shares held in the Company’s 401(k) Plan (the “401(k) Plan”), ESOP, shares held in an IRA and shares beneficially owned through a trust) and outstanding restricted stock units, but excluding shares underlying unexercised stock options.
Once an executive officer has obtained shares having a value equal or greater to the Required Market Value, the executive’s ownership requirement is converted into a number of shares determined by dividing the Required Market Value by the then-current stock price (the “Required Share Level”). Once an executive’s Required Share Level is determined, he or she must continue to beneficially own at least that number of shares in order to be in compliance with the policy. An executive’s Required Market Value and Required Share Level will be recalculated in connection with a salary increase relating to a change in title, but otherwise will not change as a result of changes in base salary or fluctuations in the price of the Company’s stock.
Executive officers who are not in compliance with the policy after the applicable five or seven year period are required to retain 50% of the shares received upon exercise or conversion of equity incentive awards.
The following table shows for each NEO the number of shares deemed held under the policy and the percentage of the ownership requirement they have reached.
Name
 
Stock Ownership at March 15, 2017
 
Stock Held as a % of Ownership Requirement
Sam Dawson
 
161,776

 
>100%
Lee R. Gibson
 
52,191

 
>100%
Julie Shamburger
 
21,993

 
>100%
Tim Alexander
 
23,280

 
>100%
Tim Carter
 
45,843

 
>100%

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Retirement Benefits
Retirement benefits fulfill an important role within the Company’s overall executive compensation program because they provide a financial security component which promotes retention.  We place great value on the long-term commitment that many of our employees and the NEOs have made to us and aim to incent those individuals to remain with the Company and to act in a manner that will provide longer-term benefits to the Company.  The Company believes its retirement program is comparable to those offered by the banks in our Compensation Peer Group and, as a result, is needed to ensure that our executive compensation remains competitive.
Our retirement plans are designed to encourage employees to take an active role in planning, saving and investing for retirement.  The Company maintains a 401(k) Plan, a tax-qualified, defined contribution plan in which substantially all of our employees, including the NEOs, are eligible to participate.  The Company also maintains a tax-qualified, defined benefit pension plan (the “Pension Plan”) pursuant to which participants are entitled to benefits based on final average monthly compensation and years of credited service.  In addition, the Company maintains a non-qualified supplemental retirement plan (the “Restoration Plan”) which provides benefits in addition to the Pension Plan.  The Pension Plan and the Restoration Plan are described in more detail under the Pension Benefits table in this Proxy Statement.
The Company has entered into deferred compensation agreements with each of the NEOs that provide for the payment of a stated amount over a specific period of years.  These deferred compensation agreements are described in more detail under the Pension Benefits table in this Proxy Statement.
The Company has also entered into split dollar agreements with Sam Dawson and Lee R. Gibson which allow the executives to designate the beneficiaries of death benefits under a life insurance policy.  These agreements are described in more detail under the summary compensation table in this Proxy Statement.
Perquisites and Other Personal Benefits
The Company provides NEOs with perquisites and other personal benefits the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions.  The committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs.  The Committee did not review perquisites during 2016, and there were no changes in the types of perquisites provided in 2016.  Perquisites provided to NEOs during 2016 were Company paid club dues for each NEO and a Company provided automobile for Sam Dawson, Lee R. Gibson, Tim Alexander and Tim Carter.  Club memberships are made available to various officers who are expected to routinely entertain customers or prospective customers.
Health and Welfare Benefits
The Company offers a standard range of health and welfare benefits on a uniform basis and subject to insurance policy limitations to employees, including NEOs, and their eligible dependents. The benefits are designed to attract and retain employees and provide security to employees for their health and welfare needs. The benefits include: medical, prescription, dental, vision, employee life, group life and flexible spending accounts. NEOs participate in these employee benefit plans, which are generally available to full-time employees on the same terms as a similarly situated employee.  Another benefit available to officers at or above the Vice President level and meeting a salary requirement, is a bank provided long-term disability insurance policy which includes accidental death and travel insurance plans and programs.
Severance
The Company entered into Employee Agreements with Sam Dawson and Lee R. Gibson in October 2007, with Julie Shamburger in June 2008, and with Tim Carter in April 2014 (to become effective upon the merger of the Company and OmniAmerican).  The Board determined that it was in the best interest of the Company to retain the services and encourage the continued attention and dedication of these executives to their assigned duties.  The severance and change in control termination amounts were negotiated based on these NEO's tenure, scope of responsibilities and other provisions in the agreement.
For a further discussion of the terms of the Employment Agreements, please see the discussion on page 22.
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct in any year with respect to any one of our NEOs.  This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation.  The committee intends to maximize deductibility of executive compensation while retaining discretion needed to compensate executives in a manner commensurate with performance and the competitive landscape for executive talent.

20




EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by or paid to each of the NEOs for the fiscal years ended December 31, 2016, 2015 and 2014.  This information relates to compensation paid to the NEO's by Southside Bank, as the Company does not directly pay compensation to the NEOs.

2016 SUMMARY COMPENSATION TABLE
Name Principal Position
 
Year
 
Salary
($) (1)
 
Bonus
($) (2)
 
Stock Awards
($) (3)
 
Option Awards
($) (4)
 
Non-Equity Incentive Plan Compensation ($)(5)
 
Change in Pension Value ($) (6)
 
All Other Compensation
($) (8)
 
Total ($)
Sam Dawson – former Chief Executive Officer and Director of the Company and Southside Bank
 
2016
 
$
590,000

 
$
265,000

 
$

 
$

 
$
155,675

 
$
1,133,262

 
$
15,549

 
$
2,159,486

2015
 
563,000

 
50,000

 
140,754

 
140,751

 
111,026

 
127,382

 
14,800

 
1,147,713

2014
 
486,524

 
48,470

 

 

 
154,356

 
1,787,646

 
88,039

 
2,565,035

Lee R. Gibson, CPA – President, Chief Executive Officer and Director of the Company and Southside Bank
 
2016
 
$
530,000

 
$
35,000

 
$
132,512

 
$
132,497

 
$
111,875

 
$
547,269

 
$
9,791

 
$
1,498,944

 
2015
 
493,325

 
40,000

 
98,673

 
98,664

 
68,100

 
14,562

 
8,626

 
821,950

 
2014
 
416,392

 
56,483

 

 

 
99,194

 
875,431

 
75,897

 
1,523,397

Julie Shamburger, CPA – Executive Vice President, Chief Financial Officer and advisory director of Southside Bank
 
2016
 
$
282,154

 
$
12,500

 
$
52,501

 
$
52,504

 
$
47,494

 
$
228,146

 
$
1,740

 
$
677,039

Tim Alexander – Chief Lending Officer and advisory director of Southside Bank
 
2016
 
$
350,000

 
$

 
$
148,484

 
$
61,250

 
$
261,611

 
$
224,137

 
$
70,962

 
$
1,116,444

Tim Carter – Regional President, North Texas and advisory director of Southside Bank
 
2016
 
$
475,000

 
$

 
$
77,987

 
$
59,372

 
$
55,737

 
$

 
$
85,514

 
$
753,610

(1)
Includes amounts deferred at the officer’s election pursuant to the Company’s 401(k) Plan and payments for unused paid time off.
(2)
Reflects a special year-end (discretionary) bonus to Sam Dawson, Lee R. Gibson and Julie Shamburger.
(3)
Reflects the aggregate grant date fair value of restricted stock units determined in accordance with FASB ASC Topic 718.
(4)
Reflects the aggregate grant date fair value of stock options determined in accordance with FASB ASC Topic 718.  The assumptions used in calculating these amounts are set forth in the notes to the Company’s consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.  
(5)
Reflects amounts earned under the Annual Incentive Program. See the discussion above on page 17 for more information regarding these performance-based cash bonuses.
(6)
The amounts reported in this column reflect the aggregate actuarial increase in the present value of the NEOs benefits under the Pension Plan and the Restoration Plan determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements.  The changes in pension values for the NEOs under the Pension Plan were as follows: Sam Dawson – $2,269; Lee R. Gibson – $180,136; Julie Shamburger – $203,994; and Tim Alexander – $73,167.  The changes in pension value for the NEOs under the Restoration Plan were as follows: Sam Dawson – $1,130,993; Lee R. Gibson – $367,133; Julie Shamburger – $24,152; and Tim Alexander – $150,970. Tim Carter is not eligible to participate in the Pension Plan or the Restoration Plan.  Descriptions of the Pension Plan and Restoration Plan follow the Pension Benefits table in this Proxy Statement.
(7)
Amounts included in this column for 2016 are as follows:
 
 
Dawson
 
Gibson
 
Shamburger
 
Alexander
 
Carter
 
Company Provided Automobile (a)
 
$
4,097

 
$
4,089

 
$

 
$
65,346

 
$
67,838

 
Club Dues (b)
 
11,452

 
5,702

 
1,740

 
5,616

 
11,051

 
401(k) Matching (c)
 
 
 
 
 
 
 
 
 
6,625

 
Total
 
$
15,549

 
$
9,791

 
$
1,740

 
$
70,962

 
$
85,514

 
(a)
Sam Dawson, Lee R. Gibson, Tim Alexander and Tim Carter had use of a Company provided automobile in 2016. The incremental cost to the Company during 2016 included the fuel, maintenance costs and insurance, and for Tim Alexander and Tim Carter, a new automobile.
(b)
The incremental cost of Company provided club dues to the NEOs.
(c)
Tim Carter is an eligible participant in the Company's 401(k) plan, in which he is 100% vested. During 2016, Tim Carter was eligible to receive $6,625 in matching 401(k) contributions.

21




The table below sets forth information regarding grants of plan-based awards to the NEOs for the fiscal year ended December 31, 2016.
2016 GRANTS OF PLAN-BASED AWARDS
Name
 
Grant
Date
 
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
 
All Other
Stock Awards:
Number
of Shares
of Stock
or Units
(#)(2)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
 
Exercise
or Base
Price of
Option
Awards
($/Sh)(4)
 
Grant Date
Fair Value
of Stock
and Option
Awards
($)(5)
 
Threshold ($)
 
Target
($)
 
Maximum
($)
 
Sam Dawson
 
 
 
59,000
 
 
 
295,000

 
 
 
 
 
 
 
 
Lee R. Gibson
 
 
 
42,400
 

 
212,000

 
 
 
 
 
 
 
 
 
11/23/2016
 
 
 
 
 
 
 
3,468

 
 
 
 
 
132,512

 
11/23/2016
 
 
 
 
 
 
 
 
 
15,906

 
38.21

 
132,497

Julie Shamburger
 
 
 
18,000
 
 
 
90,000

 
 
 
 
 
 
 
 
 
11/23/2016
 
 
 
 
 
 
 
1,374

 
 
 
 
 
52,501

 
11/23/2016
 
 
 
 
 
 
 
 
 
6,303

 
38.21

 
52,504

Tim Alexander
 
11/23/2016
 
 
 
 
 
 
 
3,886

 
 
 
 
 
148,484

 
11/23/2016
 
 
 
 
 
 
 
 
 
7,353

 
38.21

 
61,250

Tim Carter
 
11/23/2016
 
 
 
 
 
 
 
2,041

 
 
 
 
 
77,987

 
11/23/2016
 
 
 
 
 
 
 
 
 
7,043

 
38.21

 
59,372

(1)
For Sam Dawson, Lee R. Gibson and Julie Shamburger, amounts reflect threshold and maximum payout levels for 2016 performance under the 2016 Annual Incentive Program. The awards do not provide for a target payout. For more information regarding the 2016 Annual Incentive Program, see the discussion in “Compensation Discussion and Analysis.” For Tim Alexander and Tim Carter, the annual incentives were based on increases in net loan revenue for their respective regions over the prior year. Each executive was eligible to 5% of the overall increase in net loan revenue. There are no threshold, target or maximum payout levels.
(2)
Reflects restricted stock units (RSUs) granted under the Southside Bancshares, Inc. 2009 Incentive Plan.  The RSUs granted to Lee R. Gibson and Julie Shamburger vest annually in three equal installments. Of the RSUs granted to Tim Alexander, 1,603 vest annually in three equal installments and 2,283 vest annually in four equal installments. The RSUs granted to Tim Carter vest annually in four equal installments. All begin vesting on November 23, 2017, or earlier upon the death or disability of the grantee, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
(3)
Reflects stock options granted under the Southside Bancshares, Inc. 2009 Incentive Plan.  The stock options granted to Lee R. Gibson, Julie Shamburger and Tim Alexander vest annually in three equal installments. The options granted to Tim Carter vest annually in four equal installments. All begin vesting on November 23, 2017, or earlier upon the death or disability of the grantee or upon a change in control in which the successor does not assume or otherwise equitably convert the awards.
(4)
The closing price of the Company's common stock per share on November 23, 2016, the grant date.
(5)
Grant date fair value of the RSUs is calculated using the closing stock price on the date of grant. Grant date fair value of the stock options is based on the Black-Scholes option-pricing model.  The assumptions used in calculating these amounts are set forth in the notes to the Company’s consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.
Employment Agreements
The Company maintains employment agreements with Lee R. Gibson, Julie Shamburger and Tim Carter (the “Employment Agreements”). The Employment Agreement with Lee R. Gibson was entered into as of October 22, 2007 and initially extended through October 22, 2010, with automatic one year term extensions beginning on the first anniversary of the effective date, until a party gives 90 days' notice of non-renewal.  Lee R. Gibson's agreement is now in effect until October 22, 2019. The employment agreement with Julie Shamburger was entered into as of June 4, 2008 and initially extended through June 4, 2010, with automatic one year term extensions beginning on the first anniversary of the effective date, until a party gives 90 days' notice of non-renewal. This agreement is now in effect until June 4, 2018. The Employment Agreement with Tim Carter was effective as of December 17, 2014 and initially extended through December 17, 2017, with automatic one year term extensions beginning on the first anniversary of the effective date, until a party gives 90 days' notice of non-renewal. This agreement is now in effect until December 17, 2019.
The Employment Agreements provide for an annual base salary to be reviewed no less frequently than annually by the Committee, and entitle the executives to participate in the Company's annual incentive programs (with a payment of not less than 12.5% of base salary, in the case of Mr. Gibson and Ms. Shamburger).  The amount actually awarded and paid to the executives each year will be determined by the Committee and may be based on specific performance criteria.
The Employment Agreements entitle the executives to participate in all incentive, savings and retirement plans or programs and welfare and fringe benefits which are generally available to officers of the Company of comparable levels.  Finally, the Employment Agreements state that the Company may pay country club annual dues and expenses for each of the executives.

22



The Employment Agreements also provide the executives with severance benefits in the event of certain terminations of employment.  These benefits are described in “Potential Payments upon Termination or Change in Control” beginning on page 26 of this proxy statement.
Split Dollar Agreements
In 2004, the Company entered into split dollar agreements with Sam Dawson and Lee R. Gibson.  The agreements provide that the Company will be the beneficiary of Bank Owned Life Insurance (commonly referred to as BOLI) insuring the executives’ lives.  The agreements provide the executives with the right to designate the beneficiaries of the death benefits guaranteed in each agreement.  The agreements originally provided for death benefits of an initial aggregate amount of $1.45 million for the NEOs.  The individual amounts are increased annually on the anniversary date of the agreement by an inflation adjustment factor of 5% for both Sam Dawson and Lee R. Gibson.  As of December 31, 2016, the expected death benefits totaled $2.6 million under these agreements.  The agreements also state that after the executive’s retirement date, the Company will pay an annual gross-up bonus to the executive in an amount sufficient to enable the executive to pay federal income tax on both the economic benefit and on the gross-up bonus itself.  The expense associated with the post retirement liability was $172,000 for the year ended December 31, 2016.

The table below sets forth information regarding outstanding stock options and RSUs held by the NEOs as of December 31, 2016:
OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END
Name
Grant Date
 
Number of Securities Underlying Unexercised Options (#) Exercisable (1)
 
Number of Securities Underlying Unexercised Options (#) Unexercisable (1)
 
Option Exercise Price ($)
 
Option Expiration Date
 
Number of Shares or Units of Stock that have not vested (#) (1)
 
Market Value of Shares or Units of Stock that have not vested ($) (2)
Sam Dawson

6/9/2011
 
16,939

 

 
$
15.04

 
6/9/2021
 

 
$

8/2/2012
 
23,140

 

 
17.23

 
8/2/2022
 

 

12/5/2013
 
15,521

 

 
23.45

 
12/5/2023
 

 

6/18/2015
 
8,813

 

 
27.15

 
6/18/2025
 

 

Lee R. Gibson

6/9/2011
 
14,748

 

 
15.04

 
6/9/2021
 

 

8/2/2012
 
15,840

 

 
17.23

 
8/2/2022
 

 

12/5/2013
 
10,622

 

 
23.45

 
12/5/2023
 

 

6/18/2015
 
6,178

 
12,355

 
27.15

 
6/18/2025
 
2,558

 
96,360

11/23/2016
 

 
15,906

 
38.21

 
11/23/2026
 
3,468

 
130,640

Julie Shamburger
6/9/2011
 
3,156

 

 
15.04

 
6/9/2021
 

 

8/2/2012
 
4,446

 

 
17.23

 
8/2/2022
 

 

12/5/2013
 
2,278

 
759

 
23.45

 
12/5/2023
 
274

 
10,322

6/18/2015
 
1,332

 
3,994

 
27.15

 
6/18/2025
 
922

 
34,732

11/23/2016
 

 
6,303

 
38.21

 
11/23/2026
 
1,374

 
51,759

Tim Alexander
6/9/2011
 
3,703

 

 
15.04

 
6/9/2021
 

 

8/2/2012
 
3,559

 

 
17.23

 
8/2/2022
 

 

12/5/2013
 
2,341

 
780

 
23.45

 
12/5/2023
 
281

 
10,585

6/18/2015
 
1,744

 
5,232

 
27.15

 
6/18/2025
 
1,204

 
45,355

11/23/2016
 

 
7,353

 
38.21

 
11/23/2026
 
3,886

 
146,386

Tim Carter
1/8/2015
 
2,038

 
6,113

 
24.25

 
1/8/2025
 
1,866

 
70,292

6/18/2015
 
2,378

 
7,133

 
27.15

 
6/18/2025
 
1,641

 
61,816

11/23/2016
 

 
7,043

 
38.21

 
11/23/2026
 
2,041

 
76,884

(1)
The options and RSUs were granted under the Southside Bancshares, Inc. 2009 Incentive Plan.  All options granted are for 10-year terms with an exercise price equal to the fair market value (closing price) on the NASDAQ on the date of the grant.  The options and RSUs granted to Sam Dawson and Lee R. Gibson vest annually in three equal installments. The options and RSUs granted to Julie Shamburger and Tim Alexander in 2011, 2012, 2013 and 2015 vest annually in four equal installments. The options and RSUs granted to Julie Shamburger in 2016 vest annually in three equal installments. During 2016, the options granted to Tim Alexander vest annually in three equal installments and the RSUs granted to him vest annually in both three- and four- year equal installments. Options and RSUs granted to Tim Carter vest annually in four equal installments. All begin on the first anniversary of the grant date, or earlier upon the death or disability of the grantee, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
(2)
Reflects the value calculated by multiplying the number of shares underlying the RSUs by $37.67 which was the closing price of our common stock on December 31, 2016.

23





2016 OPTION EXERCISES AND STOCK VESTED
The following table shows the number of shares and the value realized upon exercise of stock options and vesting of stock awards for the year ended December 31, 2016 for each of the NEOs.
 
 
Stock Options
 
Stock Awards RSU
Name
 
Option Shares Acquired on Exercise
 
Option Value Realized on Exercise (1)
 
Number of Shares Acquired on Vesting (#)
 
Value
Realized on Vesting
 ($) (2)
Sam Dawson
 

 
$

 
3,526

 
$
120,150

Lee R. Gibson
 

 

 
2,442

 
83,103

Julie Shamburger
 

 

 
922

 
29,895

Tim Alexander
 

 

 
948

 
30,688

Tim Carter
 

 

 
1,085

 
27,789

 
 

 
$

 
8,923

 
$
291,625

(1)
Value realized represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options.
(2)
Value realized represents the fair market value of the shares on the vesting date.

2016 PENSION BENEFITS
The table below shows the number of years of service credited to each NEO, the actuarial present value of each NEO's accumulated benefits (determined using interest rate and mortality table assumptions described below), and the amount of payments during 2016 to each of the NEOs, under each of the Pension Plan, Restoration Plan and deferred compensation agreements.
Name
Plan Name
Number of Years Credited Service (#)
Present Value of Accumulated Benefit ($)
Payments During Last Fiscal Year ($)
Sam Dawson
Pension Plan
42.5
$
2,873,887

$

 
Restoration Plan
42.5
4,668,941


 
Deferred Compensation Agreement
N/A
400,951


Lee R. Gibson
Pension Plan
32.417
$
1,604,506

$

 
Restoration Plan
32.417
2,431,657


 
Deferred Compensation Agreement
N/A
236,763


Julie Shamburger
Pension Plan
33.583
$
1,174,547

$

 
Restoration Plan
33.583
69,916


 
Deferred Compensation Agreement
N/A
76,820


Tim Alexander
Pension Plan
11.5
$
433,075

$

 
Restoration Plan
11.5
278,198


 
Deferred Compensation Agreement
N/A
134,836


Tim Carter
(1)
$

$

(1)
Mr. Carter is not eligible to participate in the Pension Plan or the Restoration Plan, and he does not have a Deferred Compensation Agreement.
Pension Plan
The Pension Plan is a tax-qualified, defined benefit pension plan pursuant to which participants are entitled to benefits based on final average monthly compensation and years of credited service.
Entrance into the Pension Plan by new employees was frozen effective December 31, 2005.  Employees hired after December 31, 2005 are not eligible to participate in the Pension Plan.  All participants in the Pension Plan are fully vested.  All NEOs employed by the Company at December 31, 2016 were participants in the Pension Plan except Tim Carter.  Benefits are payable monthly commencing on the later of age 65 or the participant’s date of retirement.  Eligible participants may retire at reduced benefit levels after reaching age 55.
The benefits under the Pension Plan are determined using the following formula, stated as a single life annuity with 120 payments guaranteed, payable at normal retirement age, which is defined as 65 under the Pension Plan.

24



Formula (1) and Formula (2), calculated using Credit Service at Normal Retirement Date, multiplied by a service ratio and summed as described below:
 
 
 
The fraction in which the numerator is Credited
Formula (1)
 
x
Service as of 12/31/05 and the denominator is
 
 
 
Credited Service at Normal Retirement Date
 
plus
 
 
Formula (2)
 
 
The fraction in which the numerator is Credited
 
 
x
Service earned after 12/31/05 and the
 
 
 
denominator is Credited Service at Normal
 
 
 
Retirement Date
Formula (1) is an amount equal to:
2% of Final Average Monthly Compensation times Credited Service up to 20 years, PLUS
1% of Final Average Monthly Compensation times Credited Service, if any, in excess of 20 years, PLUS
0.60% of that portion of Final Average Monthly Compensation which exceeds Monthly Covered Compensation times Credited Service up to 35 years
Formula (2) is an amount equal to:
0.90% of Final Average Monthly Compensation times Credited Service, PLUS
0.54% of that portion of Final Average Monthly Compensation which exceeds Monthly Covered Compensation times Credited Service up to 35 years
Benefit Formula Definitions
Credit Service
A participant’s years of credited service are based on the number of years an employee works for the Company.  The Company has no policy to grant extra years of credited service.
Final Average Monthly Compensation (FAMC)
The monthly average of the 60 consecutive months’ compensation during the participant’s period of credited service that gives the highest average.  Compensation generally includes all gross income received by the participant for services actually rendered in the course of employment, with certain exclusions, plus any elective deferrals under Section 125 and Section 404(g)(c).  Compensation in the Pension Plan is limited as required.
Covered Compensation
A rounded 35-year average of the Maximum Taxable Wages (MTW) under social security.  The table in effect during the calendar year proceeding termination or retirement is used.
The Pension Plan was amended several years ago and participants must now retire to be eligible to receive payments out of the plan.  All participants receiving payments out of the Pension Plan at the time of the amendment were grandfathered so as to allow them to continue receiving payments out of the plan.  None of the NEOs were in pay status under the Pension Plan at the time of the amendment, and thus were not grandfathered.
The pension disclosures have been computed using the FASB ASC Topic 715, “Compensation - Retirement Benefits” assumptions from the financial statements as of the pension measurement date of December 31, 2016, except the FASB ASC Topic 715 retirement age has been replaced by the normal retirement age for this calculation (and the benefit valued is only the accrued, not the projected, benefit).
FASB ASC Topic 715 Discount Rate as of 12/31/15    4.56%
FASB ASC Topic 715 Discount Rate as of 12/31/16    4.23%
Expected Retirement Age            65
Post-Retirement Mortality    RP - 2014 Mortality Table for males and females projected 14 years beyond the measurement date using an improvement scale MP-2016 (static)
Pre-Retirement Mortality, Disability or Turnover    None
Form of Payment
Qualified Retirement Plan        10-Year Certain & Life Annuity
Nonqualified Restoration Plan        10-Year Certain & Life Annuity
For a further discussion of the FASB ASC Topic 715 assumptions, please see Note 11 to our consolidated financial statements on Form 10-K, filed with the SEC on February 24, 2017.

25



Restoration Plan
The annual retirement income benefit of NEOs under the Pension Plan is subject to certain limitations imposed by the Internal Revenue Code.  Under one such limitation, in determining the benefit accrued for a year under the Pension Plan, the benefit formula excludes a NEOs compensation above a specified compensation limit.  In 2016, for example, the ceiling was $265,000, which means that the compensation of NEOs in excess of that amount was not considered in the benefit formula for purposes of determining benefits under the Pension Plan.  The Company maintains the Restoration Plan, a non-qualified supplemental retirement plan which provides additional benefits by taking into account the excess compensation not taken into account under the Pension Plan.  The Restoration Plan is unfunded and noncontributory, which means that benefits are paid from the general assets of the Company and the NEOs are not required to make any contributions.  The formula and assumptions used to calculate the benefit payable pursuant to the Restoration Plan are the same as those used under the Pension Plan described above, except that the amounts payable under the Restoration Plan are reduced by the amounts payable under the Pension Plan.
Deferred Compensation Agreements
Under the terms of their deferred compensation agreements, Sam Dawson is entitled to receive $500,000, Lee R. Gibson is entitled to receive $400,000, Julie Shamburger and Tim Alexander are entitled to receive $300,000 all of which are payable monthly over 10 years, if the executive remains in the employment of Southside Bank until retirement (on or after age 65), or upon permanent disability or death, whichever occurs first.  If the executive’s employment is involuntarily terminated by the Company for any reason other than for “good cause” (as defined in the agreements), such termination shall be treated the same as a retirement, and the executive shall be entitled to receive the payments.  If, prior to a Change in Control (as defined in the agreements), the executive terminates his employment prior to attainment of age 65 for any reason other than death or disability, no amounts shall be due such executive under his deferred compensation agreement.  If, after a Change in Control, the executive terminates employment prior to attainment of age 65 for any reason other than death, disability, or for “good reason” (as defined in the agreements), no amounts shall be due to the executive under his agreement.  After a Change in Control, a termination by the executive for “good reason” shall be treated the same as a retirement, and the executive shall be entitled to receive the payments.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following discussion summarizes the compensation benefits payable to the continuing NEOs in the event of a termination of their employment under various circumstances, assuming that a termination of employment occurred on December 31, 2016. Sam Dawson retired as Chief Executive Officer of the Company effective December 31, 2016. In connection with his retirement, Mr. Dawson will begin receiving payments in July 2017 related to his deferred compensation agreement. Sam Dawson's deferred compensation agreement has a six month waiting period before payments are made. When payments begin in July 2017, Sam Dawson will receive payment for January through July 2017, then monthly payments thereafter until December 2026.
Vested Benefits
Upon termination of their employment, the NEOs would receive compensation and benefits for which they had already vested.  This would include accrued but unpaid salary, accrued and unused vacation pay, and any balance under the 401(k) plan.  In addition, Lee R. Gibson, Julie Shamburger and Tim Alexander would receive benefits under the Pension Plan and Restoration Plan, plus amounts payable under their deferred compensation agreements, as disclosed and described above in the 2016 Pension Benefits table.
Employment Agreements
In addition, the Company has employment agreements with Lee R. Gibson, Julie Shamburger and Tim Carter which entitle each of the executives to certain payments and benefits upon termination or Change in Control, as summarized below.
Voluntary termination by the executive; termination by the Company with Cause.  If an executive voluntarily terminates his/her employment (and without Good Reason, in the case of Mr. Carter, as such term is defined in his Employment Agreement) or the Company terminates the executive’s employment with Cause (as defined in the Employment Agreements), the executive will be entitled to receive his or her accrued salary and previously vested benefits.  In this event, no special severance benefits are payable.
Involuntary Termination.  If the Company terminates the executive’s employment without Cause (or in the case of Mr. Carter, if he terminates his employment for Good Reason), the executive will be entitled to receive a single lump sum equal to:
Any accrued but unpaid base salary;
a severance payment equal to the executive’s monthly salary multiplied by the number of months remaining in the term of the Employment Agreement (which would be between 24 and 36 months), plus an additional $10,000, in the case of Mr. Gibson and Ms. Shamburger;
a pro-rata bonus equal to the product of (i) the executive’s Target Bonus (as defined in the Employment Agreements) for the termination year (or the amount of bonus that would have been earned for the year based on actual performance, in the case of Mr. Carter) and (ii) a fraction, the numerator of which is the number of days in the current fiscal year through the termination date, and the denominator of which is 365;
accrued pay in lieu of unused vacation; and
any vested compensation deferred by the executive (unless otherwise required by an agreement).
Additionally, all equity awards will become immediately vested and exercisable as of the date of termination.  Finally, the executive will be entitled to any other amounts or benefits under any other plan pursuant to which the executive is eligible to receive benefits, to the extent officers of a comparable level at the Company received such benefits prior to the date of termination (“Other Benefits”).

26



Termination due to death, Disability or Retirement.  If an executive’s employment is terminated due to death, Disability or Retirement (as such capitalized terms are defined in the Employment Agreements), he or she (or his or her estate) will receive accrued salary and Other Benefits.
Termination in Connection with Change in Control.  If an executive’s employment is terminated by the Company without Cause or by the executive for Good Reason in connection with a Change in Control, he or she will be entitled to the same payments and benefits as if he or she had been terminated without Cause (as described above), except that the executive will be entitled to a greater severance benefit. For Mr. Gibson and Ms. Shamburger, instead of the severance payment described above, the severance payment will be calculated as follows:
(a) if the termination occurs more than six (6) months prior to a Change of Control or more than two (2) years after the occurrence of a Change of Control, the severance payment shall be the product of two times the sum of (1) the executive’s salary in effect as of the termination (ignoring any decrease in the salary unless consented to by the executive), and (2) the greater of the average of the annual bonuses earned by the executive for the two fiscal years in which annual bonuses were paid immediately preceding the year in which the termination occurs, or the executive’s Target Bonus for the year in which the termination occurs; or
(b) if the termination occurs within six months prior or within two years after the occurrence of a Change of Control, the severance payment shall be the product of 2.99 for Lee R. Gibson and 2.0 for Julie Shamburger times the sum of (1) the executive’s salary in effect as of the termination, and (2) the greater of the average of the annual bonuses earned by the executive for the two fiscal years in which annual bonuses were paid immediately preceding the year in which the termination occurs, or the executive’s Target Bonus for the year in which the termination occurs.
For Mr. Carter, in addition to his regular severance benefit described above, he will be entitled to an additional amount equal to one times his base salary in effect as of the termination.
Restrictive Covenants.  The Employment Agreements contain confidentiality provisions and subject Lee R. Gibson and Tim Carter to certain non-compete and non-solicitation obligations during the term of employment with the Company for a one-year period and Julie Shamburger a six-month period following termination of employment.
Reduction in Certain Benefits.  The Employment Agreements also state that in the event that any of the severance benefits described above are subject to federal excise taxes under the “golden parachute” provisions under Section 280G of the Internal Revenue Code, the payments will be reduced to the extent necessary to avoid such excise taxes, but only if such reduction would result in a greater net benefit for the executive.
The following table quantifies the payments payable to Lee R. Gibson, Julie Shamburger and Tim Carter pursuant to their employment agreements had their employment been involuntarily terminated as of December 31, 2016, either absent or in connection with a Change in Control. No amounts for pro rata bonuses are included in the table because the disclosure assumes a termination of employment as of the last day of the Company's fiscal year. Actual amounts earned as annual incentives for 2016 are disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
 
Severance Payment
Accrued pay in Lieu of Unused Paid Time off
Equity Acceleration (4)
Total
By the Company without cause (or by the executive for good reason, in the case of Tim Carter) without a change in control
 
 
 
 
Lee R. Gibson
1,498,356(1)
10,192

1,230,528

2,739,076

Julie Shamburger
437,397(1)
5,769

358,324

801,490

Tim Carter
1,406,781(1)
9,135

418,435

1,834,351

By the Company without cause or by the executive for good reason in connection with a change in control
 
 
 
 
Lee R. Gibson
1,979,047(2)
10,192

1,230,528

3,219,767

Julie Shamburger
689,365(2)
5,769

358,324

1,053,458

Tim Carter
1,881,781(3)
9,135

418,435

2,309,351

(1)
Reflects a severance payment equal to the executive's monthly salary multiplied by the number of months remaining in the term of his or her employment agreement as of December 31, 2016 (plus an additional $10,000, in the case of Lee R. Gibson and Julie Shamburger).
(2)
Reflects a severance payment equal to the product of 2.99, in the case of Lee R. Gibson, or 2.0, in the case of Julie Shamburger, times the sum (1) of the executive's salary in effect as of the termination, and (2) the greater of the average of the annual bonuses earned by the executive for the two fiscal years in which annual bonuses were paid immediately preceding the year in which the termination occurs, or the executive’s Target Bonus for the year in which the termination occurs.
(3)
Reflects a severance payment equal to the executive's monthly salary multiplied by the number of months remaining in term of his employment agreement as of December 31, 2016, plus an additional amount equal to one times his base salary in effect as of the termination.
(4)
Reflects the excess of the fair market value of the underlying shares as of December 31, 2016 over the exercise price of all unvested stock options and the fair market value as of December 31, 2016 of unvested RSUs, all of which would accelerate upon the executive's termination of employment under the specified circumstances.



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Split Dollar Agreements
Under the terms of the split dollar agreements with Sam Dawson and Lee R.Gibson, upon a termination of employment by reason of death, disability (as defined in the split dollar agreements), or retirement at or after age 65, or a termination following a change in control (as defined in the split dollar agreements), payment of the specified death benefits under the split dollar agreements would be triggered.  If the executive’s employment is terminated for Cause (as defined in the split dollar agreements), he will forfeit benefits under the split dollar agreements.
The following table quantifies the death benefit payable to the beneficiaries of Sam Dawson and Lee R.Gibson, pursuant to their split dollar agreements in the event their employment is terminated due to death while still employed by the Company, or in connection with death after termination from the Company due to termination without cause, retirement after age 65 or a change in control.  This assumes the event occurred on December 31, 2016.
Reason for Termination
 
Dawson
 
Gibson
 
Death benefit while still employed by the Company at time of death
 
$
1,347,000

 
$
1,257,000

 
Death benefit after termination from Company without cause, retirement after age 65, or a change in control
 
$
1,180,000

 
$
1,060,000

 

EQUITY COMPENSATION PLAN INFORMATION
The table below provides information as of December 31, 2016 regarding shares of common stock that may be issued under the Company’s equity compensation plans.
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)
 
Weighted-average exercise price of outstanding options, warrants and rights (b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
 
 955,432 (1)
 
$25.91 (2)
 
239,296 (3)
Equity compensation plans not approved by security holders
 
 
 
Total
 
955,432
 
$25.91
 
239,296
(1)
Reflects stock options and restricted stock units outstanding under the Company's 2009 Incentive Plan.
(2)
Reflects weighted-average exercise price of 857,012 stock options outstanding.
(3)
Reflects shares available for issuance pursuant to the grant or exercise of awards (including full-value stock awards) under the Company’s 2009 Incentive Plan.

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
(PROPOSAL 2)
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enables our shareholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers at least once every three years. At the 2011 Annual Meeting of Shareholders, approximately 97% of the shares represented at the meeting in person or by proxy and entitled to vote were voted in support of the Company’s compensation program. Also at the 2011 Annual Meeting, the Company’s shareholders selected, on a non-binding, advisory basis, a triennial vote for the frequency at which the Company should include a Say-on-Pay vote in its proxy statement for shareholder consideration. In light of this result and other factors considered by the Board, the Board determined that the Company will hold Say-on-Pay votes every three years until the next required non-binding, advisory vote on the frequency of such votes, which is required to be held no later than the Company’s 2017 Annual Meeting of Shareholders.
Accordingly, the Board is providing shareholders with the opportunity to cast a non-binding advisory vote on the named executive officer compensation program at our 2017 Annual Meeting. This vote will not be binding on or overrule any decisions by the Board, and will not create or imply any additional fiduciary duty on the part of the Board. However, our Compensation Committee will take into account the outcome of the vote when considering future named executive officer compensation arrangements.
As described in greater detail in our Compensation Discussion and Analysis above, we believe that our executive officer compensation program is structured in a manner that most effectively supports the Company and our business objectives. Our executive officer compensation program is designed to reward long-term and strategic performance, and is substantially tied to our key business objectives and the success of our shareholders. We monitor the various short-term and long-term aspects of our executive officer compensation program, including base salary, annual cash bonus and equity incentives, in comparison to similar programs and practices at comparable companies, so that we may ensure that our executive officer compensation program is within the competitive range of market practices.
The Board invites our shareholders to review carefully the Compensation Discussion and Analysis beginning on page 15 and the tabular and other disclosures on compensation under Executive Compensation beginning on page 21, and cast a vote to approve the Company’s executive compensation programs through the following resolution:

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“RESOLVED, that the shareholders approve the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”
The Board recommends a vote FOR the non-binding advisory vote on executive compensation.

NON-BINDING ADVISORY VOTE ON FREQUENCY OF “SAY ON PAY”
(PROPOSAL 3)
Under the Dodd-Frank Act, the Company must conduct a separate non-binding shareholder advisory vote at least every six (6) years to determine whether the Say-on-Pay will occur every one (1), two (2) or three (3) years.
The board of directors is providing the shareholders with the opportunity to cast a non-binding advisory vote on the frequency of the Say-on-Pay at the 2017 Annual Meeting.  This vote will not be binding on or overrule any decisions by the board of directors and will not create or imply any additional fiduciary duty on the part of our board of directors.  However, our board will take into account the outcome of the vote when considering the frequency of the Say-on-Pay vote in future years.
We believe that holding an advisory vote on executive compensation every year is the most appropriate policy for the Company at this time, and recommend that shareholders vote for future Say-on-Pay every year. The Company’s executive compensation program is straightforward and does not tend to materially change from year to year; nonetheless, the Board believes that holding an annual advisory vote on executive compensation provides the Company with more direct and immediate feedback on its annual compensation program and disclosures.
Although we recognize the potential benefits of having less frequent advisory votes on executive compensation (including allowing the Company additional time to conduct a more detailed review of its pay practices in response to the outcome of shareholder advisory votes), we recognize that the widely adopted standard, both among Jacobs’ peer companies as well as outside our industry, is to hold Say-on-Pay votes annually. We also acknowledge current shareholder expectations regarding having the opportunity to express their views on the Company’s compensation of its executive officers on an annual basis. In light of investor expectations and prevailing market practice, the Board of Directors recommends that the advisory vote on executive compensation occur every year.
The Board recommends shareholders vote for “1 Year” on the proposal to recommend the frequency of future Say-on-Pay votes.

APPROVAL OF THE SOUTHSIDE BANCSHARES, INC. 2017 INCENTIVE PLAN
(PROPOSAL 4)
On March 20, 2017, the Board of Directors adopted, subject to shareholder approval at the Annual Meeting, the Southside Bancshares, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”). The 2017 Incentive Plan will become effective as of the date it is approved by the shareholders.
The 2017 Incentive Plan is intended to serve as the successor to the Southside Bancshares, Inc. 2009 Incentive Plan (the “Prior Plan”). As of December 31, 2016, there were approximately 955,432 shares of our common stock subject to outstanding awards under the Prior Plan. As of such date, there were approximately 239,296 shares of our common stock reserved and available for future awards under the Prior Plan. If our shareholders approve the 2017 Incentive Plan, all future equity awards will be made from the 2017 Incentive Plan, and we will not grant any additional awards under the Prior Plan.
The Compensation Committee believes the number of shares available under the Prior Plan will not be sufficient to make the grants it believes will be needed over the next few years to provide adequate long-term equity incentives to our key employees. Considering our historical grant practices, we believe we have been judicious in our share usage under the Prior Plan, and mindful of potential shareholder dilution. The Prior Plan has been the sole source of shares for all equity incentive awards granted to our officers, employees and directors since 2009, and during such time we have never sought shareholder approval of any increase in the number of shares available for issuance under the Prior Plan. Approval of the 2017 Incentive Plan will enable the Company to continue making equity compensation grants that serve as incentives to recruit and retain key employees and to continue aligning the interests of its employees with shareholders.
A summary of the 2017 Incentive Plan is set forth below. This summary is qualified in its entirety by the full text of the 2017 Incentive Plan, which is attached to this Proxy Statement as Appendix A.
Promotion of Sound Corporate Governance Practices
We have designed the 2017 Incentive Plan to include a number of features that reinforce and promote alignment of equity compensation arrangements for employees, officers and non-employee directors with the interests of shareholders and the company. These features include, but are not limited to, the following:
No Discounted Stock Options or Stock Appreciation Rights (SARs). Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.
Prohibition on Repricing. The exercise price of a stock option or SAR may not be reduced, directly or indirectly, without the prior approval of shareholders, including by a cash repurchase of “underwater” awards.
Minimum Vesting Requirements. Awards granted to all participants under the 2017 Incentive Plan will be subject to a minimum vesting period of one year (with an exception provided for up to 5% of the total shares authorized for issuance under the plan.)

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No Liberal Share Recycling. Shares retained by or delivered to the company to pay the exercise price of a stock option or SAR or to satisfy tax withholding taxes in connection with the exercise or settlement of an award count against the number of shares remaining available under the 2017 Incentive Plan.
No Single-Trigger Change of Control Vesting. If awards granted under the 2017 Incentive Plan are assumed by the successor entity in connection with a change of control of the Company, such awards will not automatically vest and pay out upon the change of control.
No Tax Gross-Ups. The 2017 Incentive Plan does not provide for any tax gross-ups.
Awards Subject to Clawback Policy. Awards under the 2017 Incentive Plan will be subject to any compensation recoupment policy that the company may adopt from time to time.
No Dividends on Unearned Awards. The 2017 Incentive Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards.
Key Data Relating to Outstanding Equity Awards and Shares Available
The following table includes information regarding outstanding equity awards and shares available for future awards under the Prior Plan as of December 31, 2016:
 
 
Prior Plan
Total outstanding stock options
 
857,012

 
Weighted average exercise price of outstanding stock options
 
$
25.91

 
Weighted average remaining contractual life of outstanding stock options
 
6.23 years
 
Total outstanding full value awards
 
955,432

 
Total shares currently available for grant (1)
 
239,296

 
(1)
If our shareholders approve the 2017 Incentive Plan, all future equity awards will be made from the 2017 Incentive Plan, and we will not grant any additional awards under the Prior Plan.
Summary of the 2017 Incentive Plan
Purpose and Eligibility. The purpose of the 2017 Incentive Plan is to promote the Company’s success by linking the personal interests of its employees, officers, directors and consultants to those of the Company’s shareholders, and by providing participants with an incentive for outstanding performance. As of March 20, 2017, approximately 679 employees and 13 non‑employee directors would be eligible to participate in the 2017 Incentive Plan.
Administration. The 2017 Incentive Plan will be administered by the Compensation Committee of the Board of Directors. The Committee will have the authority to: designate participants; grant awards; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2017 Incentive Plan; and make all other decisions and determinations that may be required under the 2017 Incentive Plan.
Awards to Non-Employee Directors. Notwithstanding the above, awards granted under the 2017 Incentive Plan to the Company’s non-employee directors will be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of non-employee directors as in effect from time to time.
Permissible Awards. The 2017 Incentive Plan authorizes the granting of awards in any of the following forms:
market-priced options to purchase shares of our common stock, which may be designated under the Code as nonstatutory stock options or incentive stock options;
stock appreciation rights, which give the holder the right to receive an amount (payable in cash or stock, as specified in the award agreement) equal to the excess of the fair market value per share of our common stock on the date of exercise over the base price of the award (which cannot be less than the fair market value of the underlying stock as of the grant date), multiplied by the number of stock appreciation rights that have been exercised by the holder;
restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee;
stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property, as specified in the award agreement) at a designated time in the future and subject to any vesting requirement as may be set by the Committee;
performance awards, which represent any award of the types listed above which have a performance-vesting component based on the achievement, or the level of achievement, of one or more performance goals during a specified performance period, as established by the Committee;
other stock-based awards that are denominated or payable in, valued by reference to, or otherwise based on, shares of common stock;
cash-based awards, including performance-based annual bonus awards.

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Shares Available for Awards. Subject to proportionate adjustment in the event of stock splits and similar events, the aggregate number of shares of common stock that may be issued under the 2017 Incentive Plan is 2,000,000 shares, plus a number of additional shares (not to exceed 400,000) underlying awards outstanding as of the effective date of the 2017 Incentive Plan under the Prior Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason.
Share Counting. Shares subject to awards that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash, will again be available for future grants of awards under the 2017 Incentive Plan. To the extent that the full number of shares subject to a full-value award is not issued for any reason, including by reason of failure to achieve maximum performance goals, the unissued shares originally subject to the award will be added back to the plan share reserve. Shares delivered by the participant or withheld from an award to satisfy tax withholding requirements, and shares delivered or withheld to pay the exercise price of an option, will not be used to replenish the plan share reserve. Upon exercise of a SAR, the full number of shares underlying the award (rather than any lesser number based on the net number of shares actually delivered upon exercise) will count against the plan share reserve. The Committee may grant awards under the 2017 Incentive Plan in substitution for awards held by employees of another entity who become employees of the Company as a result of a business combination, and such substitute awards will not count against the plan share reserve.
Limitations on Awards. The maximum aggregate number of shares of common stock subject to time-vesting options or time-vesting SARs that may be granted under the 2017 Incentive Plan in any calendar year to any one participant is 50,000 each. With respect to performance vesting awards, for any calendar year, the maximum amount that may be paid to any one participant payable in cash or property or other than shares is $1,000,000, and the maximum number of shares that may be paid to any one participant payable in stock is 50,000 shares. The maximum aggregate number of shares subject to awards that may be granted under the 2017 Incentive Plan to any non-employee director in any calendar year is limited to a number that, combined with any cash fees or other compensation, does not exceed $250,000 in value shares.
Minimum Vesting Requirements. Except in the case of substitute awards granted in a business combination as described above, full-value awards, options and SARs shall either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation. However, the Committee may at its discretion (i) accelerate vesting of such full-value awards, options and SARs in the event of the participant’s termination of service, or the occurrence of a change in control, or (ii) grant full-value awards, options and SARs without the minimum vesting requirements described above with respect to awards covering 5% or fewer of the total number of shares authorized under the 2017 Incentive Plan.
Qualified Performance-Based Awards. All options and stock appreciation rights granted under the 2017 Incentive Plan are designed to be exempt from the $1,000,000 deduction limit imposed by Code Section 162(m). The Committee may designate any other award granted under the 2017 Incentive Plan as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If an award is so designated, the Committee must establish objectively determinable performance goals for the award based on one or more of the following business criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, region, department or function within the Company or an affiliate over a performance term to be designated by the Committee:
Revenue
Sales
Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)
Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)
Net income (before or after taxes, operating income or other income measures)
Cash (cash flow, cash generation or other cash measures)
Stock price or performance
Total shareholder return (stock price appreciation plus reinvested dividends divided by beginning share price)
Economic value added
Return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales)
Market share
Improvements in capital structure
Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)
Business expansion or consolidation (acquisitions and divestitures)
Internal rate of return or increase in net present value
Service or product delivery or quality
Customer satisfaction
Employee retention
Productivity measures
Cost reduction measures
Strategic plan development and implementation

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The Committee must establish such goals within the time period prescribed by Code Section 162(m), and the Committee may for any reason reduce (but not increase) any award, notwithstanding the achievement of a specified goal.
The Committee may provide, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period. Any payment of an award granted with performance goals will be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied.
Treatment of Awards upon a Change of Control. Unless otherwise provided in an award agreement or any special plan document governing an award:
(A)
upon the occurrence of a change of control of the Company in which awards under the 2017 Incentive Plan are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by the Committee or the Board:
all outstanding options and stock appreciation rights will become fully vested and exercisable, and all time-based vesting restrictions on outstanding awards will lapse; and
the payout opportunities attainable under outstanding performance-based awards will vest based on target or actual performance (depending on the time during the performance period in which the change in control occurs) and the awards will payout on a pro rata basis, based on the time elapsed prior to the change in control.
(B)
upon the occurrence of a change of control of the Company in which awards under the 2017 Incentive Plan are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control, if within two years after the effective date of the change of control, a participant’s employment is terminated without Cause or the participant resigns for Good Reason (as such terms are defined in the 2017 Incentive Plan ), then:
all of that participant’s outstanding options and stock appreciation rights will become fully vested and exercisable, and all time-based vesting restrictions on that participant’s outstanding awards will lapse; and
the payout opportunities attainable under outstanding performance-based awards will vest based on target or actual performance (depending on the time during the performance period in which the date of termination occurs) and the awards will payout on a pro rata basis, based on the time elapsed prior to the date of termination.
Anti-dilution Adjustments. In the event of a transaction between us and our shareholders that causes the per-share value of our common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits and annual award limits under the 2017 Incentive Plan will be adjusted proportionately, and the Committee shall make such adjustments to the 2017 Incentive Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.
Amendment and Termination of the 2017 Incentive Plan. No awards may be granted under the 2017 Incentive Plan after the tenth anniversary of the effective date of the plan. The Board or the Committee may amend, suspend or terminate the 2017 Incentive Plan at any time, except that no amendment may be made without the approval of the Company’s shareholders if shareholder approval is required by any federal or state law or regulation or by the rules of any stock exchange on which the common stock may then be listed, or if the amendment, alteration or other change materially increases the benefits accruing to participants, increases the number of shares available under the 2017 Incentive Plan or modifies the requirements for participation under the 2017 Incentive Plan, or if the Board or Committee in its discretion determines that obtaining such shareholder approval is for any reason advisable. No amendment or termination of the 2017 Incentive Plan may, without the written consent of the participant, reduce or diminish the value of an outstanding award. The Committee may amend or terminate outstanding awards at any time, except that no amendment or termination of outstanding award may, without the written consent of the participant, reduce or diminish the value of such outstanding awards.
Prohibition on Repricing. Without the prior consent of the Company’s shareholders, outstanding stock options and SARs cannot be repriced, directly or indirectly, nor may stock options or SARs be cancelled in exchanged for stock options or SARs with an exercise or base price that is less than the exercise price or base price of the original stock options or SARs. In addition, the Company may not, without the prior approval of shareholders, repurchase an option or stock appreciation right for value from a participant if the current market value of the underlying stock is lower than the exercise price per share of the option or stock appreciation right.
Limitations on Transfer; Beneficiaries. No right or interest of a participant in any award may be pledged or encumbered to or in favor of any person other than the Company, or be subject to any lien, obligation or liability of the participant to any person other than the Company or an affiliate. Except to the extent otherwise determined by the Committee with respect to awards other than incentive stock options, no award may be assignable or transferable by a participant otherwise than by will or the laws of descent and distribution.
Clawback Policy. Awards under the 2017 Incentive Plan will be subject to any compensation recoupment policy (sometimes referred to as a “clawback policy”) of the Company as adopted from time to time.
Federal Income Tax Consequences
The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2017 Incentive Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State, local and ex-U.S. income tax consequences are not discussed, and may vary from jurisdiction to jurisdiction.

32



Nonqualified Stock Options.There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonqualified stock option under the 2017 Incentive Plan. When the optionee exercises a Nonqualified option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the stock received upon exercise of the option at the time of exercise over the exercise price, and the Company will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.
Incentive Stock Options.There will be no federal income tax consequences to the optionee or to the Company upon the grant of an incentive stock option. If the optionee holds the option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, then the amount equal to the excess of the amount realized upon sale or disposition of the option shares over the exercise price will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.
Stock Appreciation Rights.A participant receiving a stock appreciation right under the 2017 Incentive Plan will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair market value of any shares of stock received will be ordinary income to the participant and the Company will be allowed as a corresponding federal income tax deduction at that time.
Restricted Stock.Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.
Stock Units.A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).
Performance Awards.A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a performance award is granted (for example, when the performance goals are established). Upon receipt of cash, stock or other property in settlement of a performance award, the participant will recognize ordinary income equal to the cash, stock or other property received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Performance awards granted under the 2017 Incentive Plan are intended to qualify for the “performance based compensation” exception from Code Section 162(m).
Code Section 409A. The 2017 Incentive Plan permits the grant of various types of incentive awards, which may or may not be exempt from Code Section 409A. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Restricted stock awards, stock options and stock appreciation rights granted under the 2017 Incentive Plan, are designed to be exempt from the application of Code Section 409A. Restricted stock units and performance awards granted under the 2017 Incentive Plan would be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law. If not exempt, such awards must be specially designed to meet the requirements of Section 409A in order to avoid early taxation and penalties.
Tax Withholding. The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the 2017 Incentive Plan.
New Plan Benefits
Grants and awards under the 2017 Incentive Plan, which may be made to Company officers, employees, directors and consultants, are not presently determinable. If the shareholders approve the Plan, such grants and awards will be made at the discretion of the Committee.
The Board of Directors recommends a vote "FOR" the approval of the Southside Bancshares, Inc. 2017 Incentive Plan.

33





COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee, during the fiscal year ended December 31, 2016, are a current or former officer or employee of the Company.
During the fiscal year ended December 31, 2016:
No executive officer of the Company served as a member of the compensation committee or other board committee performing similar functions (or on the board of directors of any entity without such a committee) of another entity, one of whose executive officers served on the Compensation Committee of the Company.
No executive officer of the Company served on the board of directors of another entity, one of whose executive officers served on the Compensation Committee of the Company.
No executive officer of the Company served as a member of the compensation committee or other board committee performing similar functions (or on the board of directors of any entity without such a committee) of another entity, one of whose executive officers served as a director of the Company.
For information concerning transactions by the Company and Southside Bank with certain members of the board of directors of Southside Bank, please see “Transactions with Directors, Officers and Associates.”

TRANSACTIONS WITH DIRECTORS, OFFICERS AND ASSOCIATES
The Board of Directors reviews and discusses each potential transaction with a director, executive officer, significant shareholder or any of their immediate family members and votes to approve or disapprove the transaction.  Directors or executive officers who are interested in a particular transaction do not vote on the transaction with respect to which they are interested.  The Company’s Board has adopted a Conflict of Interest Policy that addresses transactions with related persons.
Certain of the executive officers and directors of the Company and Southside Bank (and their associates) have been customers of Southside Bank and have been granted loans in the ordinary course of business.  Southside Bank is subject to Federal Reserve Regulation O, which governs loans to directors, executive officers and certain shareholders of banks and bank holding companies.  All loans or other extensions of credit made by Southside Bank to executive officers and directors of the Company and Southside Bank were made in the ordinary course of business on substantially the same terms, including interest rates, maturities and collateral, as those prevailing at the time for comparable transactions with persons not related to the Company or Southside Bank and did not involve more than the normal risk of collection or present other features that are unfavorable to Southside Bank.  Prior approval by a majority of the board of directors, with the interested party abstaining, must be obtained for any loan to a director or a director’s related interest(s) which, when aggregated with all loans to the director and/or to that director’s related interest(s) exceed 10% of Southside Bank’s capital plus unimpaired surplus.  Prior approval requirements for individual advances for the Board of Directors will be satisfied by annual Board approval of a line of credit for a director’s personal borrowing and similar approval of a line of credit for director-owned or controlled business borrowing.  All advances made pursuant to an approved line of credit within 12 months of the date of approval shall be treated as approved.  Loans to persons employed by Southside Bank who are considered under Regulations of the Federal Reserve Board to be executive officers shall be subject to prior approval by the board of directors.  The Company expects similar transactions to occur in the future with its executive officers and directors as well as directors and officers of Southside Bank.  In addition, Jane Hartley Coker, the daughter of B.G.Hartley, was employed by Southside Bank until her retirement and received compensation of $303,959 in 2016. Ms. Coker's compensation includes a change in pension value of $148,516. Trent Dawson, son of Sam Dawson, is employed by Southside Bank and received compensation of $192,517 in 2016. Shannon Bejcek, daughter of Sam Dawson, was employed by Southside Bank in 2016 and received compensation of $153,067. Richard K. Gibson, son of Lee R. Gibson, is employed by Southside Bank and received compensation of $209,388 in 2016.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and any persons who own more than 10% of the Company’s common stock, to file reports of initial ownership of the Company’s common stock and subsequent changes in that ownership with the SEC.  Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all forms they file pursuant to Section 16(a).  Based solely upon a review of the copies of the forms furnished to the Company, or written representations from certain reporting persons that no Form 5’s were required, the Company believes that during fiscal year 2016 all Section 16(a) filing requirements were complied with on a timely basis.

34




AUDIT COMMITTEE REPORT
The following report of the Audit Committee does not constitute “soliciting material” and should not be deemed to be “filed” with the SEC or incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference in any of those filings.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements and for maintaining effective systems of internal control based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2016 with Company management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee discussed with the independent registered certified public accounting firm, EY, which is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with U.S. generally accepted accounting principles and an audit on the effectiveness of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) (United States), its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by Auditing Standard No. 16, as adopted by the PCAOB, other standards of the PCAOB, rules of the SEC, and other applicable regulations.
The Audit Committee has received the written disclosures from EY regarding the auditors' independence required by PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence.”
The Audit Committee discussed with EY the overall scope and plans for their audit. The Audit Committee met with EY with and without management present, to discuss the results of their financial statement audit, their evaluations of the Company’s internal control and the overall quality of the Company’s financial reporting.
Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the SEC.
Submitted by the Audit Committee of the Board.
Melvin B. Lovelady, CPA, Chairman
William Sheehy
S. Elaine Anderson, CPA
Preston L. Smith
Alton Cade
Donald W. Thedford



35




INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EY served as the Company’s independent registered public accounting firm for the year ended December 31, 2016 and has been selected by the Audit Committee as the Company's independent registered public accounting firm for the year ended December 31, 2017.
Independent Registered Public Accounting Firm Fees
The following table sets forth aggregate fees incurred by the Company for fiscal years ended December 31, 2016 and 2015 to EY, the Company’s independent registered public accounting firm.  All fees were pre-approved by the Audit Committee.
 
 
YEARS ENDED
 
 
2016
 
2015
Audit Fees
 
$
838,840

 
$
711,000

Audit Related Fees
 
50,160

 
29,160

Tax Fees
 
108,613

 
344,264

Total Fees (a)
 
$
997,613

 
$
1,084,424

(a)
The above fees exclude out-of-pocket reimbursed travel expenses of $19,775 and $15,000 for the years ended December 31, 2016 and 2015, respectively.
Auditor Fees Pre-Approval Policy
The Audit Committee has a formal policy concerning approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company, currently EY.  The Policy requires that all services EY may provide to the Company, including audit services and permitted audit-related and non-audit services, be pre-approved by the Audit Committee.  The Audit Committee pre-approved all audit and non-audit services provided by EY during 2016.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL 5)
The Audit Committee of the Board has selected EY to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2017.  EY has served as the Company’s independent registered public accounting firm since 2012.  We have been advised by EY that neither it nor any of its members had any financial interest, direct or indirect, in us nor has it had any connection with us or any of our subsidiaries in any capacity other than independent auditors.  The Board recommends that you vote for the ratification of the selection of EY.  Shareholder ratification of the selection of EY as our independent registered public accounting firm is not required by our certificate of formation, bylaws or otherwise.  Nevertheless, the Board is submitting this matter to the shareholders as what we believe is a matter of good corporate practice.  If the shareholders do not ratify the appointment of EY, then the appointment of an independent registered public accounting firm will be reconsidered by our Audit Committee.  Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the best interest of the Company and its shareholders.  Representatives of EY are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so, and to respond to appropriate questions.
The Board of Directors recommends a vote FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2017.

ANNUAL REPORT TO SHAREHOLDERS
The Company’s Annual Report on Form 10-K, as integrated into the Annual Report to Shareholders for the fiscal year ended December 31, 2016, accompanies this Proxy Statement.  The Annual Report does not constitute outside solicitation materials.  Additional copies of Form 10-K are available at no expense; exhibits to Form 10-K are available for a copying expense to any shareholder by sending a written request to the Corporate Secretary of the Company, Post Office Box 8444, Tyler, Texas 75711.  The Company’s public filings with the SEC may also be obtained free at the Company’s website: www.southside.com/about/investor-relations, under the topic Documents.

SHAREHOLDER PROPOSALS
SEC rules establish the eligibility requirements and the procedures that must be followed for a shareholder’s proposal to be included in the Board’s proxy solicitation materials.  Under those rules, any shareholder wishing to have a proposal considered for inclusion in the Board’s proxy solicitation materials for the 2018 Annual Meeting must set forth his or her proposal in writing and file it with the Secretary of the Company on or before December 1, 2017.  Proposals must comply with all applicable SEC rules.  The Board will review any proposals received by that date and will determine whether applicable requirements have been met for including the proposal in the 2018 proxy solicitation materials.
In addition, the Company’s bylaws establish advance notice procedures that must be followed for a shareholder proposal to be presented at an Annual Meeting but not included in the Board’s proxy solicitation materials.  Any shareholder wishing to have a proposal considered for the 2018 Annual Meeting, but who does not submit the proposal for inclusion in the Board’s proxy statement, assuming that the 2018 Annual Meeting

36



occurs on a date that is not more than 30 days before or 60 days after the anniversary of the Annual Meeting, must submit the proposal as set forth above not earlier than January 11, 2018 and no later than February 10, 2018.
For any proposal that is not submitted for inclusion in next year’s proxy solicitation materials, but is submitted for presentation at the 2018 Annual Meeting, SEC rules permit the persons named as proxies in the proxy solicitation materials to vote proxies in their discretion if: (1) the proposal is received before February 10, 2018 and we advise shareholders in the 2018 proxy solicitation materials about the nature of the matter and how management intends to vote on such matter, or (2) the proposal is not received before February 10, 2018.

HOUSEHOLDING
The Securities and Exchange Commission rules permit us, with your permission, to send a single set of proxy statements and annual reports to any household at which two or more shareholders reside if we believe that they are members of the same family.  Each shareholder will continue to receive a separate proxy card.  This procedure, known as “householding,” reduces the volume of the duplicate information you receive and helps to reduce our expenses. In order to take advantage of this opportunity, we have delivered only one proxy statement to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date.  We will deliver a separate copy of the proxy statement, as requested, to any shareholder at a shared address to which a single copy of that document was delivered. If you prefer to receive separate copies of a proxy statement, either now or in the future, you can request a separate copy of the proxy statement by calling us at (877) 639-3511 or by writing to us at any time at the following address: Southside Bancshares, Inc., 1201 South Beckham Avenue, Tyler, Texas 75701, Attn: Corporate Secretary.

GENERAL
The Board does not know of any other business, other than that set forth above, to be transacted at the Annual Meeting.  However, if any other matters requiring a vote of the shareholders properly come before the Annual Meeting, the persons designated as Proxies will vote the shares of common stock represented by the proxies in accordance with their best judgment on such matters.  If a shareholder specifies a different choice on the proxy, those shares of common stock will be voted in accordance with the specification so made.



37




APPENDIX “A”







__________________________________________________








SOUTHSIDE BANCSHARES, INC.
2017 INCENTIVE PLAN





__________________________________________________

































SOUTHSIDE BANCSHARES, INC.
2017 INCENTIVE PLAN



ARTICLE 1
 
PURPOSE
 
1.1
General
ARTICLE 2
 
DEFINITIONS
 
2.1
Definitions
ARTICLE 3
 
EFFECTIVE TERM OF PLAN
 
3.1
Effective Date
 
3.2
Term of Plan
ARTICLE 4
 
ADMINISTRATION
 
4.1
Committee
 
4.2
Action and Interpretation by the Committee
 
4.3
Authority of Committee
 
4.4
Delegation
 
4.5
Indemnification
ARTICLE 5
 
SHARES SUBJECT TO THE PLAN
 
5.1
Number of Shares
 
5.2
Share Counting
 
5.3
Stock Distributed
 
5.4
Limitation on Awards
ARTICLE 6
 
MINIMUM VESTING DISCRETION TO ACCELERATE
 
6.1
Minimum Vesting Requirements
 
6.2
Limited Discretion to Accelerate Vesting
ARTICLE 7
 
STOCK OPTIONS
 
7.1
General
 
7.2
Incentive Stock Options
ARTICLE 8
 
STOCK APPRECIATION RIGHTS
 
8.1
Grant of Stock Appreciation Rights
ARTICLE 9
 
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
 
9.1
Grant of Restricted Stock and Restricted Stock Units
 
9.2
Issuance and Restrictions
 
9.3
Dividends on Restricted Stock
 
9.4
Forfeiture
 
9.5
Delivery of Restricted Stock
ARTICLE 10
 
PERFORMANCE AWARDS
 
10.1
Grant of Performance Awards
 
10.2
Performance Goals




ARTICLE 11
 
QUALIFIED PERFORMANCE BASED AWARDS
 
11.1
Options and Stock Appreciation Rights
 
11.2
Other Awards
 
11.3
Performance Goals
 
11.4
Inclusions and Exclusions from Performance Criteria
 
11.5
Certification of Performance Goals
 
11.6
Award Limits
ARTICLE 12
 
DIVIDEND EQUIVALENTS
 
12.1
Grant of Dividend Equivalents
ARTICLE 13
 
STOCK OF OTHER STOCK BASED AWARDS
 
13.1
Grant of Stock or Other Stock Based Awards
ARTICLE 14
 
PROVISIONS APPLICABLE TO AWARDS
 
14.1
Eligibility
 
14.2
Non-Employee Director Awards
 
14.3
Award Certificates
 
14.4
Form of Payment of Awards
 
14.5
Limits on Transfer
 
14.6
Beneficiaries
 
14.7
Stock Trading Restrictions
 
14.8
Effect of a Change in Control
 
14.9
Forfeiture Events
 
14.10
Substitute Awards
ARTICLE 15
 
CHANGES IN CAPITAL STRUCTURE
 
15.1
Mandatory Adjustments
 
15.2
Discretionary Adjustments
 
15.3
General
ARTICLE 16
 
AMENDMENT, MODIFICATION AND TERMINATION
 
16.1
Amendment, Modification and Termination
 
16.2
Awards Previously Granted
 
16.3
Compliance Amendments
ARTICLE 17
 
GENERAL PROVISIONS
 
17.1
Rights of Participants
 
17.2
Withholding
 
17.3
Special Provisions Related to Section 409A of the Code
 
17.4
Unfunded Status of Awards
 
17.5
Relationship to Other Benefits
 
17.6
Expenses
 
17.7
Titles and Headings
 
17.8
Gender and Number
 
17.9
Fractional Shares
 
17.10
Government and Other Regulations
 
17.11
Governing Law
 
17.12
Severability
 
17.13
No Limitations on Rights of Company






SOUTHSIDE BANCSHARES, INC.
2017 INCENTIVE PLAN

ARTICLE 1
PURPOSE

1.1.    GENERAL. The purpose of the Southside Bancshares, Inc. 2017 Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of Southside Bancshares, Inc. (the “Company”), by linking the personal interests of employees, officers, directors and consultants of the Company or any Affiliate (as defined below) to those of Company shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates.

ARTICLE 2
DEFINITIONS

2.1.    DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a)“Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b)“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c)“Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d)“Beneficial Owner” shall have the meaning given such term in Rule 13d- 3 of the General Rules and Regulations under the 1934 Act.

(e)“Board” means the Board of Directors of the Company.

(f)“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee: gross neglect of duty, prolonged absence from duty without the consent of the Company, material breach by the Participant of any published Company code of conduct or code of ethics; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means an act or failure to act that constitutes cause for removal of a director under applicable Texas law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.

(g)    “Change in Control” means and includes the occurrence of any one of the following events:

(i)    individuals who, on the Effective Date, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(ii)    any person becomes a Beneficial Owner, directly or indirectly, of either (A) 35%