DEF 14A of First United Corp/MD/, Mar 19, 2024

DEF 14A of First United Corp/MD/

Filed Mar 19, 2024 · FY20230001104659-24-035899

Open on EDGAR

  1. ELECTION OF DIRECTORS (Proposal 1)

    ELECTION OF DIRECTORS (Proposal 1) The number of directors who shall serve on the Board is currently set at 11. Prior to the 2022 Annual Meeting of Shareholders, the Corporation’s directors were divided into three classes, as nearly equal in number as possible, with the directors of each class serving for three-year terms. At the 2021 Annual Meeting of Shareholders, the shareholders approved an amendment to the Charter providing for the declassification of the Board over a three-year period such that, commencing with the two directors who were elected at the 2022 Annual Meeting (i.e., I. Robert Rudy and H. Andrew Walls, III), each person who is elected to the Board will hold office for a term of one year and until his or her successor is duly elected and qualifies. Accordingly, Class III Directors were eliminated as a separate class of directors at the conclusion of the 2022 Annual Meeting. The terms of the Class I Directors expired at the 2023 Annual Meeting and that class was eliminated at the conclusion of the 2023 Annual Meeting. The Class II Directors expire this year and that class will be eliminated as a separate class of directors at the conclusion of the 2024 Annual Meeting. At the 2024 Annual Meeting, upon the recommendation of the Nominating and Governance Committee (the “Nominating Committee”), the Board will ask shareholders to vote on the election of the following eleven nominees to serve as directors until the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and until their successors are duly elected and qualify: (i) John F. Barr; (ii) Brian R. Boal; (iii) Sanu B. Chadha; (iv) Christy M. DiPietro; (v) Kevin R. Hessler; (vi) Patricia A. Milon; (vii) Beth E. Moran; (viii) Carissa L. Rodeheaver; (viiii) I. Robert Rudy; (x) Marisa A. Shockley; and (xi) H. Andrew Walls, III. Mses. Chadha, DiPietro, Milon and Rodeheaver are Class II Directors whose terms expire this year. The Board elected Mr. Hessler as a director in October 2023 after being recommended for election by a shareholder. In the event a nominee declines or is unable to serve as a director, which is not anticipated, the proxies designated on the Proxy Card will vote in their discretion with respect to a substitute nominee named by the Board, or the Board will reduce the total size of the Board, in its discretion. You may not vote for a greater number of nominees than the eleven nominees named in this Proxy Statement and on the Proxy Card. Information about the principal occupations, business experience and qualifications of the director nominees is provided below under the heading “Qualifications of Director Nominees and Current Directors.” Because each of the nominees is a current director of the Corporation, each has an interest in the outcome of the vote on Proposal 1. The Board unanimously recommends that shareholders vote “FOR” each of the director nominees named above.

  2. QUALIFICATIONS OF DIRECTOR NOMINEES AND CURRENT DIRECTORS

    QUALIFICATIONS OF DIRECTOR NOMINEES AND CURRENT DIRECTORS

  3. QUALIFICATIONS OF DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Director Skills Matrix | | | | | | | | | | | | | | John F. Barr | Brian R. Boal | Sanu B. Chadha | Christy M. DiPietro | Kevin R. Hessler | Patricia A. Milon | Beth E. Moran | Carissa L. Rodeheaver | I. Robert Rudy | Marisa A. Shockley | H. Andrew Walls, III | | Qualifications and Experience | | | | | | | | | | | | | Executive Leadership | * | | * | | * | * | | * | * | * | * | | Public Company Board Experience | | | | | | * | * | * | | | | | Information Technology | | | * | | | * | | | | | | | Financial Services/Banking | | * | | * | * | * | | * | | | * | | Asset Management | | | | * | * | * | | * | | | | | Brokerage/Investment Banking | | | | * | | * | | * | | | | | Strategic Planning | * | * | * | * | * | * | * | * | * | * | * | | Accounting/Finance | | * | | * | * | | | * | | * | | | Regulatory | | | | | * | * | * | * | | | | | Risk Management | * | * | * | * | | * | | * | * | | * | | Legal Expertise | | | | | | | * | | | | | | Governance | * | | | | * | * | | * | * | * | * | | Additional Qualifications and Information | | | | | | | | | | | | | Audit Committee Financial Expert | | * | | * | * | | | | | * | | | Independent Director | * | * | * | * | * | * | * | | * | * | * | | Board Tenure and Age | | | | | | | | | | | | | Tenure | 10 | 10 | 3 | 3 | 0.2 | 4 | 1 | 11 | 31 | 10 | 18 | | Age | 70 | 51 | 47 | 62 | 67 | 61 | 60 | 58 | 71 | 59 | 63 |

  4. QUALIFICATIONS OF DIRECTOR NOMINEES AND CURRENT DIRECTORS

    The Nominating Committee believes that all director nominees and continuing directors possess a diverse balance of skills, business experience and expertise necessary to provide leadership to the Corporation. In addition, the Corporation’s nominees bring extensive knowledge of the communities served by the Corporation through their involvement with their communities, both as business partners and volunteers. The following discussion sets forth the specific experience, qualifications, other attributes and skills of each director nominee and continuing director that led the Nominating Committee to determine that such person should serve on the Board in light of the Corporation’s business and structure. Each of the director nominees has consented to (i) serve as a nominee, (ii) serve as a director if elected, and (iii) to being named as a nominee in this Proxy Statement. All current directors also serve on the board of directors of First United Bank & Trust (the “Bank”), the Corporation’s wholly-owned subsidiary.

  5. Director Nominees for Election

    Director Nominees for Election

  6. Director Nominees for Election

    | John F. Barr Age 70 Director Since: May 2014 Independent Committees: Asset and Liability Management Committee and Strategic Planning Committee Skills and Qualifications: extensive local and state civic expertise, business management, commercial and industrial knowledge, risk management, and strong knowledge of Washington County and Maryland markets | Mr. Barr previously served as a member of the Corporation’s Advisory Council for five years prior to his election to the Board. Mr. Barr brings valuable business experience as the past President and current Chairman of the Board of Ellsworth Electric, Inc., which provides comprehensive electrical contractor and insulation services for residential, industrial and commercial customers throughout Maryland, Pennsylvania, Virginia, and West Virginia. Barr served as President between 1991 and 2020. He is very active in the Washington County, Maryland community. He is 4 term Washington County Commissioner. He also served on the Maryland Association of Counties from 2010 to 2019, and as a member of their board of directors from 2014 to 2019, where he served as President in 2016. Mr. Barr took a 4-year break from politics and returned in 2022 as the elected Washington County Board of Commissioners President serving his 4th term to the citizens of Washington County. | | Brian R. Boal Age 51 Director Since: May 2014 Independent Committees: Audit Committee (Chairman), Nominating and Governance, and Strategic Planning Committee Skills and Qualifications: financial, audit, and accounting expertise, M&A and public company expertise, business management, and extensive non-profit expertise | Mr. Boal previously served as a member of the Corporation’s Advisory Council for four years prior to his election to the Board. He has a vast amount of accounting and business experience through his education and his certification as a Certified Public Accountant. For the past 21 years, Mr. Boal has been the Principal of Boal and Associates, PC, Certified Public Accountants, an accounting firm. Prior to that, he served as a tax manager for PwC. These positions have provided him with ownership, accounting, audit, public company, M&A and business advisory experience. Mr. Boal serves as a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants. He is the founder and co-trustee of a local 501(c)(3) foundation. Mr. Boal also is Managing Member of DCGT Holdings LLC (The Greene Turtle). He also serves in leadership roles for many local organizations in his community of Garrett County. |

  7. Director Nominees for Election

    | Sanu B. Chadha Age 47 Director Since: January 2021 Independent Committees: Asset & Liability Committee, Risk and Compliance Committee, Strategic Planning Committee and Compensation Committee Skills and Qualifications: Information technology, strategic planning, executive leadership, risk management | Ms. Chadha is a certified Project Management Professional and Managing Partner of M&S Consulting, a management and solutions company founded in 2002 that provides consulting services to enterprise organizations across the United States and abroad regarding strategic process and technology solutions, project management, process improvement, data analytics, and cloud solutions. | | Christy M. DiPietro Age 62 Director Since: January 2021 Independent Committees: Audit Committee, Asset and Liability Committee, and Strategic Planning Committee Skills and Qualifications: Strategic planning, banking, finance, investments, executive management, risk management, wealth management | Ms. DiPietro, a Chartered Financial Analyst, is a private investor and the family office manager of Hidden Code Advisory, where she manages a diverse portfolio of assets with responsibilities including investment analysis and strategy, asset allocation, tax matters, insurance matters, estate planning, property management, and charitable giving. Prior to that, she served as a Vice President and Portfolio Manager – Fixed Income at T. Rowe Price Associates, Inc., where she managed $2.3 billion in high-quality taxable fixed income assets for numerous institutional clients. | | Kevin R. Hessler Age 67 Director Since: October 2023 Independent Committees: Audit Committee, Asset and Liability Committee, and Strategic Planning Committee Skills and Qualifications: financial, audit, and accounting expertise, executive management and leadership, risk management, strategic planning | Mr. Hessler is a certified public accountant and a principle of LSWG, P.A., an accounting firm with offices in Frederick, Maryland and Rockville, Maryland, where he has worked since 1982, including as its Managing Principle for a 12-year period. Kevin is active in the accounting industry where he specializes in small business and real estate consulting, business and individual tax planning and was past board member and president of the Mid-Maryland Chapter of the Maryland Association of Certified Public Accountants. He is active in the Frederick, MD community having served on several boards, including the Community Foundation of Frederick County, the Frederick Festival of the Arts, the Downtown Frederick Partnership, Counseling Services, Inc. and the Mental Health Association of Frederick County. |

  8. Director Nominees for Election

    | Patricia A. Milon Age 61 Director Since: July 2020 Independent Committees: Nominating Committee, Compensation Committee, Strategic Planning Committee and Risk and Compliance Committee Skills and Qualifications: banking, financial, executive management and leadership, risk management, strategic planning | Ms. Milon is an accomplished bank regulatory expert, with over 30 years of enterprise risk management and corporate governance experience. She has expertise in mitigation of compliance, legal and regulatory risk through her experience with publicly traded companies in the banking and financial sectors. She also has served in consulting roles for fintech and regtech companies, and has counseled public companies, privately held firms and non-profit organizations on achieving business objectives. | | Beth E. Moran Age 60 Director Since: January 2023 Independent Committees: Strategic Planning, Asset Liability Committee, and Audit Committee Skills and Qualifications: extensive legal knowledge of estate planning, real estate management, leadership experience, business management and operational experience, governance and board matters, risk management and strategic planning | Ms. Moran is a licensed attorney with over 25 years of legal experience. Her work as an attorney has included providing legal services in a variety of areas, including estate planning, and real estate leasing and management. Additionally, she works in her family’s businesses: Moran Coal Company; Fore Sisters Golf; and Meadowland, Inc.; which have provided her with business advisory, ownership and management skills. She serves as a board member to the Lions Foundation Trust as well as Treasurer of her family’s charity foundation, the Donald and Virginia Moran Foundation. | | Carissa L. Rodeheaver Age 58 Director Since: November 2012 Committees: Asset and Liability Management Committee, Strategic Planning Committee, and Risk and Compliance Committee Skills and Qualifications: banking, financial, accounting and auditing expertise, executive management and leadership, wealth management knowledge, risk management, strategic planning, vast industry trade association experience | Ms. Rodeheaver is the Chairman of the Board, President and Chief Executive Officer (“CEO”) of the Corporation and the Bank. She has served as President since November 2012 and as Chairman and CEO since January 1, 2016. Ms. Rodeheaver was previously the Chief Financial Officer (the “CFO”) of the Corporation and the Bank from January 2006 until May 2015 and the Secretary and Treasurer of the Corporation and the Bank from December 2009 until June 2016. She has been employed by the Corporation since 2004 and by the Bank since 1992. During her tenure at the Corporation, she has served as Trust Officer of the Bank, Vice President and Trust Sales Officer of the Bank, Vice President and Trust Department Sales Manager of the Bank, Vice President and Assistant Chief Financial Officer of the Corporation and the Bank and Executive Vice President and CFO of the Corporation and the Bank. She has served as a director of the Corporation and the Bank since November 2012. Ms. Rodeheaver is a Certified Public Accountant and a member of the Maryland Association of Certified Public Accountants, and she is a graduate of the Cannon Trust School, the Northwestern University Graduate Trust School, the Executive Development Institute for Community Banks and the Maryland Bankers School. She is currently serving in her fourth term on the board of directors of the Maryland Bankers Association, where she previously served as Chairman of the Board. In addition, she serves as treasurer and a member of the board of directors for the American Bankers Association and Chairs several of the American Bankers Association Financial Committees. Locally, Ms. Rodeheaver serves as the Chair of the board of directors of the Garrett College Foundation, the Treasurer for the board of directors of the Garrett Development Corporation, UPMC Western Maryland Advisory Board member, and Maryland Physicians Center Audit Committee member. She continues her education and professional development by attending various conferences and workshops focused on strategic planning, regulations and management for the banking industry. In addition to her service with the Corporation and the Bank, Ms. Rodeheaver owns and operates Rodeheaver Rentals with her spouse, an unincorporated entity that owns and leases commercial and residential property and several residential apartments that they lease to tenants. |

  9. Director Nominees for Election

    | I. Robert Rudy Age 71 Director Since: May 1992 Independent Committees: Strategic Planning Committee, Compensation Committee, and Risk and Compliance Committee Skills and Qualifications: extensive knowledge of the retail industry, leadership experience, business management and operational experience, governance and board matters, risk management and strategic planning | Mr. Rudy received a Bachelor of Business Administration degree from Ohio University. His vast business experience has been gained through his ownership and operation of I. R. Rudy’s, Inc., a retail apparel and sporting goods store since 1992. His director experience includes the Chairman of the Board of Sports Specialists, Ltd, a national retail buying group, and as trustee of The Ohio University Foundation. He holds the office of Vice Chairman of the Foundation and is a member of the Executive Committee. He chairs the Foundation’s Real Estate Committee and the Vice Chair of the Finance Committee. In January 2020, Mr. Rudy represented the Ohio University Foundation at the association of governing boards’ National Leadership Conference. Other boards associated with Ohio University include: Russ Holdings LLC, Russ North Valley Road LLC, Russ Research Center LLC all located in Dayton, Ohio and Housing for Ohio/Courtyard Apartments, Athens, Ohio. Mr. Rudy is President of the Board of The Ohio University Inn and Conference Center located in Athens, Ohio. He also has leadership experience gained from and involvement with various societies, boards and commissions, including the Ohio University College of Business Society of Alumni and Friends from 2003 to 2006, Ohio University College of Business Executive Advisory Board since 2006, Ohio University College of Business Global Competitive Program during 2008 through 2010 in Hungary and 2013 in Greece, Ohio University President’s CEO Roundtable, Maryland Fire Prevention Commission – Commissioner, Certified Level II Instructor for the Maryland Fire and Rescue Institute from 1978 to 1990, and Chairman of Oakland Planning and Zoning Commission since 1989. Mr. Rudy is also a retired Chief of the Oakland Volunteer Fire Department with 49 years of service. Although he is retired from the department, he continues to serve the OVFD as an apparatus driver. |

  10. Director Nominees for Election

    | Marisa A. Shockley Age 59 Director Since: May 2014 Independent Committees: Audit Committee, Nominating Committee, Compensation Committee and Strategic Planning Committee Skills and Qualifications: business operations and marketing expertise, human resource management, executive leadership, extensive knowledge of floor plan lending, non-profit expertise, strategic planning and broad knowledge of Frederick County, Maryland market | Ms. Shockley previously served as a member of the Corporation’s Advisory Council for two years before she was elected to the Board. For the past 29 years, she has gained significant business and financial experience as the owner of Shockley, Inc., an automobile dealership located in Frederick, Maryland, including as CFO of Shockley Honda from 2005 to 2016. As an operator/owner of Shockley, Inc., Ms. Shockley regularly interprets and analyzes the company’s financial metrics as part of the day-to-day operations. From 2009 to 2014, Mrs. Shockley also served as CFO for Marker & Bielfeld Holding Company, a real estate holding company. She has served as the President of the Maryland School for the Deaf Foundation from 2004 to 2015 and was the Chairman for the Maryland Auto Dealers’ Association from 2011 to 2013. Ms. Shockley was also recognized as a TIME Quality Award regional finalist. She is also a board member for Hood College and the Maryland Automobile Dealers Association. She received a Bachelor of Science in Business Management from Hood College in 1991. | | H. Andrew Walls, III Age 63 Director Since: May 2006 Independent Committees: Asset & Liability Committee, Strategic Planning Committee, and Risk and Compliance Committee Skills and Qualifications: business management and operational expertise, M&A experience, marketing skills, vast knowledge of Monongalia County, West Virginia market | Mr. Walls has gained significant business experience by serving as the owner and operator of MPB Print and Sign Super Store, a large printing company for the past 28 years. He is active in the Monongalia County, West Virginia community, one of the Corporation’s market areas. Mr. Walls has director experience through his service as a member of the boards of directors of the United Way, the Public Theatre, the Red Cross and the Salvation Army. |

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table provides information about compensation paid to or earned by the Corporation’s directors during 2023 who are not also “named executive officers” (as defined below in the section entitled “Executive Compensation – Compensation of Named Executive Officers in 2023”). The amounts set forth below include the compensation paid by both the Corporation and the Bank for service on the Board and the board of directors of the Bank, respectively.

  12. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) | | John F. Barr | 34,700(2) | 13,230(5) | - | 47,930 | | Brian R. Boal | 38,600(2) | 13,230(5) | - | 51,830 | | Sanu B. Chadha | 36,400(2) | 13,230(5) | - | 49,630 | | Christy M. DiPietro | 38,650(2) | 13,230(5) | - | 51,880 | | Kevin R. Hessler | 13,950(3) | 9,480(4) | | 23,430 | | John W. McCullough (1) | 8,750 | | - | 8,750 | | Patricia A. Milon | 32,900(2) | 13,230(5) | - | 46,130 | | Beth E. Moran | 40,600(2) | 19,677(6) | | 60,277 | | I. Robert Rudy | 36,900 | 13,230(5) | - | 50,130 | | Marisa A. Shockley | 34,100(2) | 13,230(5) | - | 47,330 | | H. Andrew Walls, III | 36,400(2) | 13,230(5) | - | 49,630 |

  13. DIRECTOR COMPENSATION

    | (1) Mr. McCullough retired from the Board when his term expired on May 9, 2023. | | (2) Of the amount shown, $14,990 represents a portion of the cash retainer earned by the director that the director elected to receive in the form of 1,133 shares of Common Stock, based on a grant date fair market value of $13.23 per share, as computed in accordance with Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. These shares are not also reported in the “Stock awards” column. | | (3) Of the amount shown, $4,374 represents a pro-rated portion of the cash retainer that the director elected to receive in the form of 583 shares of Common Stock, based on a fair market value on the date of receipt of $16.26 per share, computed in accordance with FASB ASC Topic 718. These shares are not also reported in the “Stock awards” column. | | (4) Amount represents the grant fair value of 583 fully-vested shares of Common Stock granted in 2023. The amount of the award was pro-rated based on the start date of Mr. Hessler’s service as a director in 2023. | | (5) Amounts in this column represent the grant date fair value of 1,000 fully-vested shares of Common Stock granted in 2023 at $13.23 per share, computed in accordance with FASB ASC Topic 718. | | (6) Amounts in this column represent the grant date fair value of 1,000 fully-vested shares of Common Stock granted in 2023 at $13.23 per share and the grant date of fair value of 333 fully-vested shares of Common Stock at $19.36 pro-rated based on the start date of Ms. Moran’s service in January 2023. These awards were computed in accordance with FASB ASC Topic 718. |

  14. DIRECTOR COMPENSATION

    The Compensation Committee of the Board is responsible for evaluating and recommending director compensation to the Board for approval. In evaluating director compensation, the Compensation Committee considers the legal responsibilities that directors owe to the Corporation and its shareholders in connection with their service on the Board and/or a committee of the Board, and the risks to the directors associated with their service, and reviews the fees and benefits paid to directors of similar institutions in and around the Corporation’s market areas. The Compensation Committee’s current director compensation arrangement contemplates a mix of cash and equity awards, as discussed below. The Compensation Committee maintains an engagement with Aon’s Human Capital Solutions practice, a division of Aon plc, as its independent compensation consultant to provide advice and facilitate the Committee’s deliberations with respect to director compensation. For further details on this engagement, refer to “Role of Compensation Consultant” under the Executive Compensation section below. For 2023, each director who was not an employee of the Corporation or the Bank (a “Non-Employee Director”) received a cash retainer of $15,000, a grant of 1,000 fully-vested shares of Common Stock, having a grant date fair value of $13,230, and a cash fee of $1,000 for each meeting of the Board and/or the Bank’s board of directors that he or she attended. The cash fee is reduced to $200 when special meetings are called and the meeting lasts less than two hours or is related to regulatory matters. Directors do not receive more than one cash fee when the Board and the board of directors of the Bank meet together. Directors who served on committees of the Corporation also received a cash fee of $500 for each committee meeting that they attended. The Chairperson of each of the Audit Committee (Ms. DiPietro), Compensation Committee (Ms. Shockley) and Nominating Committee (Mr. Boal) received an additional annual cash retainer of $2,500. All directors of the Corporation also served on the board of directors of the Bank and received a cash fee of $500 for attending each meeting of a committee of the Bank’s board of directors on which they served. Non-Employee Directors may elect to receive some or all of their cash retainers in shares of Common Stock. The number of shares paid in lieu of cash retainers is determined by dividing the portion of the cash retainer to be paid in stock by the mean between the high and low sales price of a share of Common Stock on the trading day immediately preceding the payment date, as reported on The Nasdaq Stock Market. All directors are permitted to participate in the Corporation’s Amended and Restated Executive and Director Deferred Compensation Plan (the “Deferred Compensation Plan”). The material terms of the Deferred Compensation Plan are discussed below under the heading “Compensation of Executive Officers.”

  15. Executive Summary and Financial Highlights

    | | 1-Year | 3-Year | 5-Year | | First United | 37.2% | 40.3% | 51.9% | | S&P US Small Cap Banks | 12.8% | -11.4% | 17.6% | | 2022 Proxy Peer Group | 2.42% | -.46% | 5.8% |

  16. Overview of Compensation Philosophy and Objectives

    | • | Using an independent compensation consultant to advise on executive and Board compensation issues; |

  17. Overview of Compensation Philosophy and Objectives

    | • | Reviewing elements and amounts of executive compensation paid by competitors, including peer group performance and the impact of such performance on executive compensation; |

  18. Overview of Compensation Philosophy and Objectives

    | • | When it deems appropriate, realigning the Corporation’s compensation structure in light of its peer group reviews; |

  19. Overview of Compensation Philosophy and Objectives

    | • | Reviewing and approving annual performance reviews for all executive officers; and |

  20. Overview of Compensation Philosophy and Objectives

    | • | Conducting annual reviews of all compensation and incentive plans for appropriate corporate strategic alignment and avoidance of excessive or unnecessary risk-taking by executive officers. |

  21. Role of Compensation Consultants

    Role of Compensation Consultants The Compensation Committee has the authority and resources necessary to engage independent consultants to aid and provide direction with respect to executive compensation and benefits. The Compensation Committee maintains an engagement with Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its independent compensation consultant to provide advice and facilitate the Committee’s deliberations with respect to executive compensation. Aon reported directly and exclusively to the Compensation Committee and did not provide any other services to us, management or our affiliates. Aon did not make compensation-related decisions for the Compensation Committee, as the Compensation Committee always retains the authority to make all final compensation-related decisions. During 2023, and after taking into consideration the factors listed in Rule 5605(d)(3)(D) of the Nasdaq Rules, the Compensation Committee concluded that neither it nor the Corporation had any conflicts of interest with Aon and that Aon is independent from management.

  22. Compensation Process and Plans

    Compensation Process and Plans Annually, the Board approves the Corporation’s financial budget. The budget supports the multi-year financial objectives of the Corporation and establishes annual financial goals and targets to support achievement of these long-term financial objectives. The specific performance targets for the incentive-based plans are derived from both the annual budget and multi-year financial projections. As part of its annual review of executive compensation, the Compensation Committee reviews base salaries and makes adjustments based upon annual performance appraisals for the preceding year, the experience and qualifications of the executive officer, the scope of responsibilities of the position and the executive’s performance relative to established goals and objectives. A critical element of the compensation philosophy is a review of the Corporation’s performance and compensation levels and mix relative to a peer group of publicly traded commercial banks. Each year, the Committee reviews this peer group and makes adjustments as necessary. Peer group data is supplemented with national compensation survey data. The comparator bank peer group for 2023 consisted of 20 banks as listed below.

  23. Compensation of Named Executive Officers in 2023

    Compensation of Named Executive Officers in 2023 All of the Corporation’s executive officers are also executive officers of the Bank. Both the Corporation and the Bank maintain various compensation plans and arrangements for their respective executive officers, but, where appropriate, most of these plans and arrangements are structured to apply to executive officers of the consolidated group. The following table sets forth, for each of the last two calendar years (which were also the Corporation’s last two fiscal years), the total compensation awarded to, earned by, or paid to (i) each person who served as the Corporation’s principal executive officer at any time during 2023, (ii) the Corporation’s two most highly compensated executive officers other than the principal executive officer who were serving as such as of December 31, 2023 and whose total compensation (excluding above-market and preferential earnings on nonqualified deferred compensation) exceeded $100,000 during 2023, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing item (ii) had they been serving as executive officers of the Corporation as of December 31, 2023 (all such persons are referred to as the “named executive officers”). For this purpose, the term “executive officer” includes any executive officers of the Bank who performs a policy making function for the Corporation. The Corporation has determined that the named executive officers for purposes of this Proxy Statement include Ms. Rodeheaver and Messrs. Fisher and Rush. In calendar years 2023 and 2022, executive compensation included annual base salary, restricted stock units (“RSUs”) awarded pursuant to a Long-Term Incentive Plan (the “LTIP”), cash compensation paid under a Short-Term Incentive Plan (the “STIP”), and income related to certain employee benefit plans, and the table that follows reflects compensation paid by both the Corporation and the Bank.

  24. Compensation of Named Executive Officers in 2023

    | Summary Compensation Table | | | | | | | | | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(2)(3)(4) | Nonequity incentive plan ($)(5) | All other compensation ($)(6) | Total ($) | | Carissa L. Rodeheaver, Chairman, President & CEO | 2023 | 429,968 | - | 125,606 | 40,847 | 13,424 | 609,845 | | | 2022 | 412,591 | - | 121,948 | 185,267 | 12,601 | 732,407 | | Robert L. Fisher, II, Senior Vice President, Chief Revenue Officer | 2023 | 286,676 | - | 57,612 | 21,501 | 14,483 | 380,272 | | | 2022 | 279,009 | - | 56,208 | 103,313 | 11,513 | 450,043 | | Jason B. Rush, Senior Vice President, Chief Operating Officer | 2023 | 287,500 | - | 55,000 | 21,562 | 12,803 | 376,865 | | | 2022 | 266,250 | - | 51,500 | 98,588 | 11,927 | 428,265 |

  25. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows information regarding all unvested equity awards held by the named executive officers at December 31, 2023. These awards are subject to forfeiture until vested, and the ultimate value of the performance-based awards is unknown.

  26. Outstanding Equity Awards at Fiscal Year End

    | Stock Awards | | | | | | | Executive Officer | Grant 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) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | | Carissa L. Rodeheaver | 5/5/2021 | 368 | $8,652(3) | | | | | 5/5/2021 | | | 3,300 | $77,583(4) | | | 3/9/2022 | 1,238 | $29,105(5) | | | | | 3/9/2022 | | | 3,715 | $87,340(6) | | | 3/15/2023 | 2,294 | $53,932(7) | | | | | 3/15/2023 | | | 4,588 | $107,864(8) | | RL Fisher | 5/5/2021 | 254 | $5,972(3) | | | | | 5/5/2021 | | | 2,281 | $53,263(4) | | | 3/9/2022 | 856 | $20,125(5) | | | | | 3/9/2022 | | | 1,284 | $30,187(6) | | | 3/15/2023 | 1,578 | $37,099(7) | | | | | 3/15/2023 | | | 1,578 | $37,099(8) | | Jason Rush | 5/5/2021 | 232 | $5,454(3) | | | | | 5/5/2021 | | | 2,090 | $49,136(4) | | | 3/9/2022 | 784 | $18,432(5) | | | | | 3/9/2022 | | | 1,176 | $27,648(6) | | | 3/15/2023 | 1,506 | $35,406(7) | | | | | 3/15/2023 | | | 1,506 | $35,406(8) |

  27. Outstanding Equity Awards at Fiscal Year End

    Notes:

  28. Outstanding Equity Awards at Fiscal Year End

    | (1) Awards were made under the LTIP. |

  29. Outstanding Equity Awards at Fiscal Year End

    | (2) Aggregate market values are based upon the closing price of $23.51 per share of the Common Stock at December 31 2023. |

  30. Outstanding Equity Awards at Fiscal Year End

    | (3) This line item relates to time-vesting RSUs that will vest ratably over a three year term that began on March 15, 2022. |

  31. Outstanding Equity Awards at Fiscal Year End

    | (4) This line item relates to the 2021 performance-vesting RSUs subject to a three-year performance period that ended on December 31, 2023. Pursuant to the terms of the LTIP, the determination of whether these RSUs vested was not made until March 13, 2024. Although it was determined that these awards lapsed because they did not satisfy the performance-based vesting conditions, they are nevertheless reported in the table above because they were outstanding at December 31, 2023 and the vesting determination did not occur until after that date. |

  32. Outstanding Equity Awards at Fiscal Year End

    | (5) This line item relates to time-vesting RSUs that will vest ratably over a three-year period starting on March 15, 2023. |

  33. Outstanding Equity Awards at Fiscal Year End

    | (6) This line item relates to outstanding performance-vesting RSUs that have not yet vested. The three-year performance period will end on December 31, 2024. Based on the Company’s performance through December 31, 2024, the amounts shown assume the target level of performance will be achieved. See the discussion above under the heading “2022 LTIP Awards” for information about these performance-vesting RSUs, including the threshold, target and maximum payout levels. |

  34. Outstanding Equity Awards at Fiscal Year End

    | (7) This line item relates to time-vesting RSUs that will vest ratably over a three-year period starting on March 15, 2024. |

  35. Outstanding Equity Awards at Fiscal Year End

    | (8) This line item relates to outstanding performance-vesting RSUs that have not yet vested. The three-year performance period will end on December 31, 2025. Based on the Company’s performance through December 31, 2025, the amounts shown assume the target level of performance will be achieved. See the discussion above under the heading “2023 LTIP Awards” for information about these performance-vesting RSUs, including the threshold, target and maximum payout levels. |

  36. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Principal Executive Officer (the “PEO”) and the other named executive officers (the “Non-PEO named executive officers”) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  37. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | Year(s) (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (1) (2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (1) (2) (e) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (f) | Net Income (g) | | 2023 | $609,845 | $597,615 | $378,569 | $358,052 | $25.41 | $15,060,000 | | 2022 | 732,407 | 796,959 | 439,154 | 481,899 | 34.38 | 25,048,000 | | 2021 | 559,086 | 615,307 | 368,983 | 403,159 | 24.36 | 19,770,000 |

  38. Pay Versus Performance

    Notes:

  39. Pay Versus Performance

    | (1) For all fiscal years, the PEO is Carissa L. Rodeheaver and the Non-PEO named executive officers are Robert L. Fisher, II and Jason B. Rush. |

  40. Pay Versus Performance

    | (2) The dollar amounts reported above for the PEO under “Compensation Actually Paid to PEO” and for the Non-PEO named executive officers under “Average Compensation Actually Paid to Non-PEO Named Executive Officers” represent the amounts actually paid to the PEO and the Non-PEO named executive officers, respectively, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amounts of compensation earned by or paid to the PEO or the average of the actual amounts of compensation earned by or paid to the Non-PEO named executive officers during the applicable years. Rather, in accordance with the requirements of Item 402(v) of Regulation S-K, these amounts reflect the amounts reported in the Summary Compensation Table (“SCT”), adjusted as follows: |

  41. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | | PEO | PEO | PEO | Non-PEO (Average) | Non-PEO (Average) | Non-PEO (Average) | | SCT Total Comp | $609,845 | $732,407 | $559,086 | $378,569 | $439,154 | $368,983 | | Subtract: Grant date fair value of equity awards granted during the covered year | (125,606) | (121,948) | (59,198) | (56,306) | (53,854) | (39,214) | | Add: Fair value as of end of covered year of equity awards granted during covered year that were outstanding and unvested as of end of covered year | 161,796 | 109,490 | 61,908 | 72,505 | 48,339 | 40,991 | | Add: Change in fair value from end of prior year to end of current year for equity awards granted in prior years that were outstanding and unvested at end of current year | (68,959) | 25,673 | 13,685 | (45,567) | 16,977 | 8,336 | | Add: Fair value as of vesting date of equity awards that were granted and vested in same year | 0 | 0 | 0 | 0 | 0 | 0 | | Add: Change in fair value from end of prior year to vesting date of equity awards granted in prior years that vested in covered year | 20,539 | 51,337 | 39,826 | 8,851 | 31,283 | 24,063 | | Subtract: Fair value at end of prior year of equity awards granted in prior years that failed to vest (forfeited) in covered year | 0 | 0 | 0 | 0 | 0 | 0 | | Add: Dollar amount of dividends or other earnings paid on equity awards in covered year prior to vesting date that are not included in total compensation for covered year | 0 | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid | $597,615 | $796,959 | $615,307 | $358,052 | $481,899 | $403,159 |

  42. Pay Versus Performance

    We generally seek to incentivize long-term performance and, therefore, do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. The graphs below describe the relationship between pay and performance by comparing the compensation actually paid to our PEO and the average actual compensation paid to our Non-PEO named executive officers as reported in the Pay Versus Performance Table above to our cumulative total shareholder return (TSR) and our net income.