SecProbe.io

August 9, 2024
John C. McDearman, III
President, Chief Executive Officer and Director
Wilson Bank Holding Company
623 West Main Street
Lebanon, TN 37087
Re:Wilson Bank Holding Company
Definitive Proxy Statement on Schedule 14A
Filed March 22, 2024
File No. 000-20402
Dear John C. McDearman, III:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 28
1.It appears that, for 2021, 2022 and 2023, you have included net income attributable to
Wilson Bank Holding Company in column (h) of your pay versus performance table in
lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K. Please include net
income (loss), as reported in your audited GAAP financial statements, in column (h) for
all years covered by the table. Refer to Regulation S-K Compliance and Disclosure
Interpretations 128D.08 and 128D.09. Please note that you may voluntarily provide
supplemental measures of compensation or financial performance, so long as any
additional disclosure is “clearly identified as supplemental, not misleading, and not
presented with greater prominence than the required disclosure.” See Pay Versus
Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8,
2022)] at Section II.F.3.
Refer to the total shareholder return information included in the pay versus performance 2.

August 9, 2024
Page 2
table on page 28 and related graphs on pages 32 and 33. Please provide us with additional
details about how you calculated the total shareholder return values for both you and your
peer group in 2019. Please also clarify the date of the initial one hundred dollar
investment, as well as the “measurement point,” in both the referenced graphs and your
tabular disclosure on page 28. Pursuant to Item 402(v)(2)(iv) of Regulation S-K, total
shareholder return for each year should be presented starting with an initial fixed
investment of one hundred dollars at the “measurement point” which is the market close
on the last trading day before the earliest fiscal year in the pay versus performance table.
It appears that your total shareholder return calculations may use a date other than the
required measurement point or be based upon an initial fixed investment other than one
hundred dollars, or both. Specifically, since the earliest fiscal year included in the pay
versus performance table was 2020, the required measurement point would be the last
trading day in your fiscal year 2019; however, the graph on page 33 appears to use a
measurement point in 2018 or earlier.  In addition, it is not clear why the total shareholder
return amounts for 2019 exceed one hundred dollars and how the remaining years relate to
these 2019 values.
3.In future filings, please ensure that the total shareholder return disclosure you provide
pursuant to Item 402(v)(5)(iv) of Regulation S-K covers the same period as the
relationship information provided under Item 402(v)(5)(i) of Regulation S-K. We note in
this regard that the second graph on page 33 covers a period from 2019 through 2023
whereas the graph on page 32 covers only 2020 through 2023.
4.Refer to the reconciliation tables in footnotes (2)(b) and (4)(a) to your pay versus
performance table. It is unclear what amounts are reflected in the columns titled "Year
over Year change in Fair Value of Equity Awards Granted in Prior Years that Vested in
that Year"  and "Year over Year Average Change in Fair Value of Equity Awards Granted
in Prior Years that Vested in that Year." Specifically, equity awards granted in prior years
that vest during the relevant year should be valued as the difference between the fair value
as of the end of the prior fiscal year and the vesting date, not the "year over year" change
in value. Please ensure that your table headings reflect accurately the amounts used to
calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation
S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at 202-551-3783 or Amanda Ravitz at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program