DEF 14A of Civista Bancshares, Inc.
Filed Mar 14, 2024 · FY20230001193125-24-067894
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Amended and Restated Code of Regulations of the Corporation (the “Regulations”) provides that the number of Directors shall be not less than five (5) nor more than twenty-five (25), as from time to time shall be determined by resolution of the Board of Directors of the Corporation. The Board of Directors currently consists of fourteen (14) members, and the current terms of all of the Directors expire at the Annual Meeting in 2024. As part of the ongoing refreshment efforts of the Nominating and Corporate Governance Committee (the “Nominating Committee”), Allen R. Nickles and John O. Bacon, who have served as Directors of the Corporation since 2003 and 2023, respectively, will retire as Directors and will not seek re-election as Directors at the Annual Meeting. As a result, the Board of Directors has approved a decrease in the size of the Board from fourteen (14) to twelve (12) Directors effective upon the resignations of Messrs. Nickles and Bacon immediately prior to the Annual Meeting. Upon the unanimous recommendation of the Nominating Committee, the Board of Directors in 2023 increased the size of the Board from ten (10) to fourteen (14) Directors and appointed John O. Bacon, Clyde A. Perfect, Jr., Nathan E. Weaks and Gerald B. Wurm as Directors of the Corporation to fill the vacancies created by the increase in the number of Directors. Messrs. Bacon, Perfect, Weaks and Wurm, who each previously served as a Director of Civista Bank only, were appointed to also serve as Directors of the Corporation effective as of July 25, 2023. The Board of Directors proposes that each of the twelve (12) nominees named below be elected as a Director of the Corporation to serve a one (1) year term expiring at the annual meeting in 2025, and until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. Each nominee was recommended by the Nominating Committee for election. All of the nominees have expressed their willingness to serve as Directors if elected. The Board of Directors has no reason to believe that any nominee will be unavailable or unable to serve as a Director; however, if for any reason a nominee becomes unable or unwilling to stand for election as a Director, the individuals designated as proxies in the enclosed proxy card will have full discretion to vote the common shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee designated by the Board of Directors following recommendation by the Nominating Committee. The following table lists each nominee’s name, age, principal occupation(s) and/or positions held with the Corporation, the Corporation’s banking subsidiary, Civista Bank (the “Bank”), and the Corporation’s other subsidiaries, and the year the nominee first became a Director of the Corporation. Unless otherwise indicated, each individual has held his or her principal occupation for more than five years. Additional information regarding each nominee is provided under the heading “CORPORATE GOVERNANCE - Director Qualifications” beginning on page 15 of this Proxy Statement.
ELECTION OF DIRECTORS
| NAME AND PRINCIPAL OCCUPATION OR EMPLOYMENT FOR THE PAST FIVE YEARS; POSITIONS HELD WITH THE CORPORATION AND ITS SUBSIDIARIES. | AGE (AS OF MEETING DATE) | DIRECTOR SINCE | NOMINEE FOR TERM EXPIRING IN | | Darci Congrove Managing Director, GBQ Partners, LLC from 2010 to present Partner, GBQ from 2003 to present Director of Civista Bancshares, Inc. and Civista Bank | 54 | 2023 | 2025 | | Mark Macioce Vice President and Chief Information Officer, Kichler Lighting (a MASCO Company) from August 2020 to present Vice President, CIO, IT Americas, Synthomer PLC (formerly OMNOVA Solutions) from July 2017 to April 2020 Director of Civista Bancshares, Inc. and Civista Bank | 46 | 2023 | 2025 | | Julie A. Mattlin Principal, DKMG Consulting LLC from 2014 to present Director of United Community Bank from 2015 until 2018 Director of Civista Bancshares, Inc. and Civista Bank | 59 | 2018 | 2025 | | James O. Miller Chairman, Civista Bancshares, Inc. and Civista Bank from 2007 until his retirement on April 19, 2022 President and CEO, Civista Bancshares, Inc. from 2007 until 2017 CEO, Civista Bank from 2007 until 2017 President, Civista Bank from 2007 until 2014 Director of Civista Bancshares, Inc. and Civista Bank | 72 | 2006 | 2025 | | Dennis E. Murray, Jr. Partner, Murray & Murray Company, LPA Chairman, Civista Bancshares, Inc. since April 19, 2022 Director of Civista Bancshares, Inc. and Civista Bank | 61 | 2015 | 2025 | | Mary Patricia Oliver Founder, Oliver Consulting Group Partner, Tucker Ellis, LLP from 2014 until retirement on December 31, 2018 Director of Civista Bancshares, Inc. and Civista Bank | 68 | 2017 | 2025 | | Clyde A. Perfect, Jr. General Manager and CFO, Perfect North Slopes, Inc. from 1978 to present Senator, Indiana State Senate from 2014 until 2023 Director of Civista Bancshares, Inc. and Civista Bank | 67 | 2023 | 2025 | | Dennis G. Shaffer President and CEO, Civista Bancshares, Inc. from 2018 to present CEO, Civista Bank from 2018 to present President, Civista Bank from 2014 to present Senior Vice President, Civista Bancshares, Inc. from 2009 until 2014 Executive Vice President, Chief Lending Officer, Civista Bank from 2009 until 2014 Executive Vice President, Civista Bancshares, Inc. from 2014 until 2017 Vice Chair and Director of Civista Bancshares, Inc. and Civista Bank | 61 | 2017 | 2025 |
ELECTION OF DIRECTORS
| NAME AND PRINCIPAL OCCUPATION OR EMPLOYMENT FOR THE PAST FIVE YEARS; POSITIONS HELD WITH THE CORPORATION AND ITS SUBSIDIARIES. | AGE (AS OF MEETING DATE) | DIRECTOR SINCE | NOMINEE FOR TERM EXPIRING IN | | Harry Singer President and CEO, Sandusco, Inc. from 1980 to present President and CEO, ICM Distributing Company, Inc. from 1980 to present Director of Civista Bancshares, Inc. and Civista Bank | 69 | 2019 | 2025 | | Nathan E. Weaks President, Automatic Feed Company from 2018 to present CFO, Automatic Feed Company from 1985 until 2018 Director of Automatic Feed Company since 2004 Director of Northwest State Community College since 2013 Director of Henry County Bank from 2018 until 2022 Director of Civista Bancshares, Inc. and Civista Bank | 68 | 2023 | 2025 | | Lorina W. Wise Chief Human Resources Officer, Assistant Corporate Secretary, Nationwide Children’s Hospital from 2018 to present Deputy General Counsel, Nationwide Children’s Hospital from 2015 to 2018 Assistant General Counsel, Nationwide Children’s Hospital from 2012 to 2015 Director of Civista Bancshares, Inc. and Civista Bank | 64 | 2022 | 2025 | | Gerald B. Wurm President, Wurm’s Woodworking Company from 1983 to present Director of Civista Bancshares, Inc. and Civista Bank | 69 | 2023 | 2025 |
ELECTION OF DIRECTORS
Under Ohio law and the Corporation’s Amended and Restated Code of Regulations, the twelve (12) nominees for election as Directors of the Corporation who receive the greatest number of votes “FOR” election will be elected Directors. Common shares represented by properly executed proxy cards that are received prior to the Annual Meeting, or by properly authenticated Internet or telephone votes that are submitted prior to the deadline for doing so, and not subsequently revoked, will be voted “FOR” the election of the nominees listed above unless authority to vote for one or more nominees is withheld. Shareholders may withhold authority to vote for the entire slate as nominated or may withhold the authority to vote for one or more individual nominees. Common shares as to which the authority to vote is withheld will be counted for quorum purposes but will not be counted toward the election of directors, or toward the election of the individual nominees specified on the proxy card. The Board of Directors recommends a vote “FOR” the election of all twelve (12) nominees listed above.
2023 COMPENSATION OF DIRECTORS
2023 COMPENSATION OF DIRECTORS The Nominating Committee annually considers the compensation paid to non-employee Directors and recommends appropriate compensation for service on the Boards of the Corporation and the Bank. Executive officers of the Corporation do not play a role in determining Director compensation. During 2023, the Directors of the Corporation were not paid any fees for their service on the Board of the Corporation or for attendance at meetings of the Board of the Corporation. However, each Director of the Corporation also serves as a Director of the Bank and, during 2023, received Directors’ fees for attendance at meetings of the Board of Directors of the Bank at the rate of $1,750 per meeting. In addition, the Directors of the Corporation and the Bank received $600 per committee meeting of the Corporation or the Bank attended during 2023, except that the Chairperson of each Committee received $1,600 per committee meeting attended. The Board increased these committee fees (by $240 and “$100 per meeting, respectively) in 2023 following consultation with its compensation advisor, and upon the recommendation of the Nominating Committee, in order to bring total Director compensation in line with the 50th percentile of our peers. In July 2023, the Corporation and the Bank restructured their committees, and Directors no longer serve as members of any Bank-level committees and now only attend and receive compensation for attendance at committee meetings of the Corporation. Directors who are also officers of the Corporation and/or its subsidiaries do not receive any fees or other compensation as Directors of the Corporation or any of its subsidiaries or for attendance at any Board or committee meetings. Directors of the Bank receive an annual retainer for their service on the Bank’s board. To align the interests of the Bank’s Directors with the interests of the Corporation’s shareholders, the entire amount of the retainer is paid in common shares of the Corporation. Each Director received a retainer totaling $14,000, which was paid in common shares of the Corporation, for his or her service on the board of the Bank during the period from April 18, 2023, until the Annual Meeting on April 16, 2024. The retainer amount was pro-rated for new directors based on when they joined the Board. Mr. Murray received an additional cash retainer in the amount of $2,500 per month for his service as Chairman of the Board . The additional cash retainer paid to Mr. Murray as Chairman of the Board was recommended by the Nominating Committee and approved by the Board in recognition of the additional duties required of Mr. Murray in his role as Chairman of the Board. The Corporation and each of its subsidiaries has adopted a non-qualified Deferred Compensation Plan for each non-employee Director. Pursuant to each such plan, a Director may defer any or all of the board fees or committee fees earned by such Director during a particular calendar year. The amount deferred is credited with interest at a rate equal to the ten-year United States Treasury Constant Maturity rate published by the Federal Reserve and adjusted monthly. During 2023, no Director of the Corporation elected to defer his or her board fees and/or committee fees earned as a Director of the Corporation or the Bank. In 2014, the shareholders of the Corporation approved the Corporation’s 2014 Incentive Plan (the “2014 Incentive Plan”), pursuant to which equity-based awards and cash-based awards are available for grant to eligible participants. Directors of the Corporation and the Bank are eligible to receive awards as participants under the 2014 Incentive Plan. As described above, the Corporation has issued awards of unrestricted common shares to the non-employee Directors under the 2014 Incentive Plan in lieu of their cash retainer. The 2014 Incentive Plan will expire by its terms on April 16, 2024, after which no further awards may be granted under the 2014 Incentive Plan. Additional information concerning the 2014 Incentive Plan is provided under the heading “EXECUTIVE COMPENSATION – Retirement, Deferred Compensation and Other Benefit Plans – 2014 Incentive Plan” on page 31 of this Proxy Statement. As further discussed under “Proposal 4 – Approval of the Civista Bancshares, Inc. 2024 Incentive Plan” beginning on page 40 of this Proxy Statement, the Corporation’s Board of Directors has adopted the 2024 Incentive Plan to replace the 2014 Incentive Plan, subject to the approval of the Corporation’s shareholders at the Annual Meeting. Set forth below is information regarding the compensation paid for 2023 to each of the Directors of the Corporation (other than Mr. Dennis G. Shaffer, whose compensation information is included in the Summary Compensation Table for 2023 on page 27).
DIRECTOR COMPENSATION TABLE FOR 2023
DIRECTOR COMPENSATION TABLE FOR 2023
DIRECTOR COMPENSATION TABLE FOR 2023
| Name | Fees Earned or Paid in Cash (1) | Stock Awards ($) (2) | Change in Nonqualified Deferred Compensation Earnings (3) | Total ($) | | John O. Bacon | $27,900 | $14,008 | — | $41,908 | | Darci L. Congrove | $16,000 | $14,008 | — | $30,008 | | Mark J. Macioce | $13,700 | $14,008 | — | $27,708 | | Julie A. Mattlin | $32,575 | $14,008 | — | $46,583 | | James O. Miller | $17,450 | $14,008 | — | $31,458 | | Dennis E. Murray, Jr. | $39,413 | $14,008 | — | $53,420 | | Allen R. Nickles | $20,900 | $14,008 | — | $34,908 | | Mary Patricia Oliver | $30,463 | $14,008 | — | $44,470 | | Clyde A. Perfect, Jr. | $13,850 | $14,008 | — | $27,858 | | Harry Singer | $33,750 | $14,008 | — | $47,758 |
DIRECTOR COMPENSATION TABLE FOR 2023
| Name | Fees Earned or Paid in Cash (1) | Stock Awards ($) (2) | Change in Nonqualified Deferred Compensation Earnings (3) | Total ($) | | Nathan E. Weaks | $27,888 | $14,008 | — | $41,895 | | Lorina W. Wise | $18,013 | $14,008 | — | $32,020 | | Gerald B. Wurm | $25,000 | $14,008 | — | $39,008 |
DIRECTOR COMPENSATION TABLE FOR 2023
| (1) Includes fees paid to Directors for (a) attendance at meetings of the Board of Directors of the Bank at the rate of $1,750 per meeting attended and (b) for attendance at committee meetings of the Corporation or the Bank at the rate pf $600 per meeting attended (or $1,600 per meeting attended by the Chairperson of the committee). Also includes additional fees paid to Directors for attendance at Board and/or committee meetings of the Corporation and the Bank calculated at the rate of $50 per hour for (i) travel time for those Directors who do not reside in Erie County, Ohio and (ii) time for all Directors when meetings were held at locations other than in Erie County. Also includes a fee of $2,500 per month paid to Mr. Murray for service as Chairman of the Board. |
DIRECTOR COMPENSATION TABLE FOR 2023
| (2) Reflects the unrestricted common shares awarded as the retainer under the 2014 Incentive Plan on April 18, 2023 with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $15.41 per share. |
DIRECTOR COMPENSATION TABLE FOR 2023
| (3) Reflects above-market or preferential earnings on non-qualified deferred compensation in 2023. |
Compensation philosophy and objectives
Compensation philosophy and objectives The objective of the Corporation’s compensation programs is to attract, compensate and retain key employees. The Corporation attempts to compensate executives fairly in light of their responsibilities, the performance of the executives and the Corporation and the compensation paid to executives in similar positions at peer financial institutions in the Midwest. The Compensation Committee annually reviews and recommends the appropriate salary for the Chief Executive Officer and an appropriate salary or salary range for each of the other NEOs. The Corporation’s compensation program for executive officers had traditionally focused on the base salary paid to the executive officers. Before 2015, the Corporation attempted to fairly compensate and retain its executive officers and other employees primarily with base salary. Over the past several years, however, the Corporation has sought to reduce the emphasis on base salary in officers’ total compensation by including an incentive-based element in its executive officers’ compensation program. For each fiscal year beginning in 2015, the Compensation Committee approved bonuses to the NEOs under the 2014 Incentive Plan to recognize the performance of the Corporation during those years and the NEOs’ respective contributions to such performance. In determining appropriate base salaries for officers, the Compensation Committee has relied heavily upon peer comparison information and has generally used the 50th percentile as the goal for base salaries. The Compensation Committee considers the Corporation’s performance when evaluating and setting incentive levels. The Compensation Committee chose measures that appropriately reflected the success of the Corporation at meeting its goals and set guidelines concerning how bonuses would be calculated. While executives were informed of the measures that would be considered in determining bonuses, the Compensation Committee retained discretion as to whether any bonus would be awarded. The Compensation Committee determined that this approach provided incentive to executives but preserved flexibility in the event of a change in the circumstances of the Corporation. Bonuses have been paid based upon the application of the measures to the Corporation’s results. In order to encourage officers to own a significant amount of the Corporation’s common shares, to align their interests with shareholders and to encourage them to continue their employment, a substantial portion of the bonus for each NEO in 2023 (and prior years) was paid in restricted shares of the Corporation that would vest over the succeeding three years. No wealth accumulation analysis has been performed, and, while the Compensation Committee considers the position and responsibilities of each executive officer in establishing compensation levels, it does not apply any formula for differentiating compensation between executive officers based on their positions and responsibilities. In addition to the base salary paid to each executive officer, the Corporation’s compensation program includes retirement plans, health and welfare benefit plans, and change in control agreements for certain executive officers. The Corporation expects the retirement and health and welfare plans to promote longevity with the Corporation and discourage turnover among its executive officers and other employees. The Corporation recognizes that change in control agreements can help it to attract and keep talented executives and can minimize the impact on key executives of a job loss due to a change in control. The change in control agreements provide, among other things, for each NEO to receive benefits following a change in control only if the NEO’s employment with the successor company is terminated within twenty-four (24) months following the change in control. In the event that a transaction that would lead to a change in control is proposed, such agreements can help assure that the executives analyze the transaction without undue focus on its effect upon them personally. In addition, if a transaction would occur, change in control agreements can encourage key executives to stay and help accomplish a smooth transition.
Bonus/Incentive Compensation
Bonus/Incentive Compensation The Compensation Committee approved the following measures concerning the calculation of the cash and equity portions of annual bonuses that could be earned by the NEOs based on the financial performance of the Corporation in 2023: Cash Bonus Measures
Bonus/Incentive Compensation
| • | Net income |
Bonus/Incentive Compensation
| • | Efficiency ratio |
Bonus/Incentive Compensation
| • | Total loans (whether booked or sold) |
Bonus/Incentive Compensation
| • | End of year core deposits, excluding any brokered deposits or deposits generated by the tax refund program |
Bonus/Incentive Compensation
Equity Bonus Measures
Bonus/Incentive Compensation
| • | Total Shareholder Return (TSR) |
Bonus/Incentive Compensation
| • | Return on Average Equity (ROAE) |
Bonus/Incentive Compensation
In February 2022, the Compensation Committee approved a modification to the structure and performance measures used in determining bonuses that was previously used in 2021 and prior years. Specifically, the Compensation Committee elected to break out the equity portion of the bonus and to apply specific performance measures - TSR and ROAE - to the equity portion of annual bonuses to more directly align with share performance. The Compensation Committee also removed Return on Equity from the performance measures considered in the calculation of the cash portions of the annual bonuses as are result of the break out of the equity bonus measures that included ROAE. The revised structure and performance measures were used by the Compensation Committee for determining bonuses in 2022 and 2023. Although no longer one of the specific financial performance measures, the level of non-performing loans remains a factor considered as part of the total loans performance measure. For every 50 basis points the ratio of total past due (plus) nonaccrual loans divided by total loans exceeds the peer ratio, a 10 percent reduction in the total loans weighting will be applied. For each of the cash bonus measures, the Compensation Committee set the following targets for the cash portion of the annual bonuses that could be awarded to each NEO for the applicable fiscal year:
Bonus/Incentive Compensation
| | 2022 TARGET | 2023 TARGET | | Net Income | $29,999,000 | $49,100,000 | | Efficiency Ratio | 68.70% | 59.10% | | Total Loans (Booked or Sold) | $2,306,874,780 | $3,037,052,404 | | Average Deposits, excluding brokered deposits and tax refund deposits | $2,236,756,000 | $2,558,437,000 |
Bonus/Incentive Compensation
For each of the equity performance measures, the Compensation Committee set the following targets for the equity portion of the annual bonuses that could be awarded to each NEO for the 2023 fiscal year.
Bonus/Incentive Compensation
| PERFORMANCE GOALS | WEIGHTING | TARGET PERCENTILE | | Relative TSR vs. Peer Group (3 year average) | 65% | 50% | | Relative ROAE vs. Peer Group (3 year average) | 35% | 50% | | Total | 100% | |
Bonus/Incentive Compensation
A threshold was set for each factor the achievement of which was required for any bonus to be earned and below which no incentive would be paid for that factor. In addition, for 2023, an aggregate bonus cap was set at 80% of the base salary of Dennis G. Shaffer; 70% of the base salary of Richard J. Dutton and Charles A. Parcher; and 53% of the base salary of Todd A. Michel, such that no additional bonus (cash or equity) would be paid to the extent that the results would have generated a bonus that exceeded those limits. The allocation of the bonus cap between cash and equity is set forth in the table below. The level of achievement of the targets as to the cash portion of the bonus, for each of the four (4) factors (provided a threshold was met), would each account for 25% of the potential cash portion of the incentive. The 65% and 35% weighting, respectively, of TSR and ROAE, as to the equity portion of the bonus, is described above and is measured against a three (3) year average of the peer group.
2023 Incentive Bonuses
2023 Incentive Bonuses
2023 Incentive Bonuses
| | Total Max % of Salary | Max % of Salary Payable in Equity | Max % of Salary Payable in Cash | | Dennis G. Shaffer | 80 | 35 | 45 | | Charles A. Parcher | 70 | 30 | 40 | | Richard J. Dutton | 70 | 30 | 40 | | Todd A. Michel | 53 | 20 | 33 | | Paul J. Stark | 53 | 20 | 33 |
2023 Incentive Bonuses
2023 In reviewing the selected performance measures against the Corporation’s actual results for 2023, the Compensation Committee noted that the Corporation’s TSR performance in 2023 did not meet the threshold for TSR, one of the two equity bonus performance measures. However the performance of the Corporation exceeded the maximum as to ROAE, the other equity bonus performance measure. As a result, the Compensation Committee awarded a partial equity bonus that was weighted accordingly at 35% of the maximum percentage of salary payable in equity. This was in line with the structure and measures of the equity bonus portion of the 2014 Incentive Plan. The performance of the Corporation in 2023 also did not meet the threshold for any of the four cash bonus measures for net income, efficiency ratio, total loans (booked and sold) and average deposits (excluding brokered deposits and tax refund deposits). However, while the four cash bonus measures fell short of the threshold for cash bonuses to be paid, the Committee took into consideration the following factors:
2023 Incentive Bonuses
| 1. | The performance measures were selected prior to the U.S. bank failures in March of 2023 that created significant pressure and competition with regard to deposits within the industry, which caused deposit pricing to increase significantly. The increase in deposit costs adversely impacted bank profits throughout the industry. While a significant number of banks reported lower net income in 2023 than 2022, the Corporation was an exception and had record net income for 2023 that represented a 9% increase from the prior year. |
2023 Incentive Bonuses
| 2. | Earnings per share increased by seven basis points and net interest margin increased by five basis points, contrary to the decreases that many banks saw for 2023 versus 2022. |
2023 Incentive Bonuses
Based upon these factors, at its meeting in February 2024, the Compensation Committee exercised its discretion in the application of the cash bonus performance measures to the Corporation’s actual results for 2023 and determined it was appropriate to pay cash bonuses based upon those results. The Compensation Committee further determined it was appropriate to pay the cash bonus amounts at 88% of Target. The foregoing resulted in bonuses of 31.7% and 12.2% of base salary for the cash portion and equity portion, respectively, for Mr. Shaffer; 28.2% and 10.5% of base salary for the cash portion and equity portion, respectively, for Messrs. Dutton and Parcher; and 23.2% and 7.0% of base salary for the cash portion and equity portion, respectively, for Mr. Michel. Though Paul J. Stark retired from the Corporation and the Bank effective as of December 31, 2023, and was no longer employed at the time that the 2023 incentive bonuses were calculated and awarded in February of 2024, Mr. Stark was deemed, in the discretion of the Compensation Committee, eligible to receive incentive bonuses for 2023. As Mr. Stark had attained the age of 62, and consistent with the Committee’s previously adopted rule, Mr. Stark elected to receive his equity in cash. The Compensation Committee determined that payment of the discretionary bonuses calculated in accordance with the guidelines of the 2014 Incentive Plan and the Compensation Committee’s discretion was appropriate and approved the bonuses. The equity portion of the bonuses were paid to the NEOs through the grant of restricted common shares that vest over a three (3) year period, with one third ((1)/3) of the shares vesting each year, beginning in January, 2025. Subject to limited exceptions, such as retirement, unvested shares are forfeited if the NEO leaves the employ of the Corporation. 2022 During 2022, the Corporation completed two acquisitions - the acquisition of Comunibanc/The Henry County Bank (“HCB”), which closed on July 1, 2022, and the acquisition of Vision Financial Group, Inc. (“VFG”), which closed on October 3, 2022. The performance of the Corporation in 2022, inclusive of these acquisitions, exceeded the maximum with respect to all of the cash bonus performance measures for net income, efficiency ratio, total loans (booked and sold) and average deposits (excluding brokered deposits and tax refund deposits). However, the inclusion of the acquisitions adversely impacted the measures of the equity bonus performance measures of TSR and ROAE in the final two quarters of 2022, as the acquisitions significantly increased expenses including non-recurring fees, thereby reducing income and earnings per share. The acquisitions also resulted in a substantial increase in the number of shares outstanding, thus negatively impacting TSR and ROAE. Furthermore, the final quarter (i.e., fourth quarter 2022) results of peers was not available when the three year weighted averaging of TSR and ROAE was required to be calculated in order to determine the equity bonus performance measures. In view of the foregoing, the Compensation Committee chose to adjust the measurement period and utilize a 42 month period (January 1, 2019 through June 30, 2022) for measuring the relative performance of the equity measures against peers, that did not include the periods impacted by the acquisitions. In addition, in evaluating the performance measures in determining 2022 bonuses, the Compensation Committee considered the fact that the two acquisitions were executed successfully by the senior management team, that acquisitions are a vital part of the Corporation’s growth strategy and create long-term value for shareholders, and that that these types of acquisitions tend to negatively impact the relative performance of the equity measures against peers in the near term. Based upon the consideration of the foregoing factors, the Compensation Committee unanimously voted to exercise its discretion under the 2014 Incentive Plan to adjust the measurement period for the equity bonus performance measures, as described above, and to calculate the bonuses of the NEOs and other officers in order to provide the maximum amounts of the bonuses of 45% and 35% of base salary for the cash portion and equity portion, respectively, for Mr. Shaffer; 40% and 30% of base salary for the cash portion and equity portion, respectively, for Messrs. Dutton and Parcher; and 33% and 20%, of base salary for the cash portion and equity portion, respectively, for Messrs. Michel and Stark. The Compensation Committee determined that payment of the discretionary bonuses calculated in accordance with the guidelines of the 2014 Incentive Plan and the Committee’s discretion was appropriate and approved the bonuses. The equity portions of the bonuses were paid to the NEOs through the grant of restricted common shares that vest over a three (3) year period, with one third ((1)/3) of the shares vesting each year, beginning in January, 2024. Subject to limited exceptions (such as retirement), unvested shares are forfeited if the NEO leaves the employe of the Corporation. Discretionary Bonus The Corporation has, on limited occasions, paid a discretionary bonus to an officer in recognition of providing extraordinary performance and/or services to the Corporation. Richard J. Dutton was largely responsible for identifying the opportunity to offer financial services to tax refund programs and managing the Corporation’s successful entry into that line of business. As a result, the Compensation Committee authorized and approved the payment of discretionary bonuses to Mr. Dutton in 2023, 2022 and 2021 in the amount of $40,500, $40,500 and $37,000, respectively. Effective as of January 1, 2024, the Corporation and the Bank discontinued its tax refund program line of business and, as a result, no further discretionary bonuses will be payable to Mr. Dutton in respect of the tax refund program. The Compensation Committee also approved an additional discretionary award of $25,000 in restricted common shares to Dennis G. Shaffer in 2021 in recognition of Mr. Shaffer’s extraordinary leadership, performance and services during the challenging circumstances encountered throughout 2020 as presented by the COVID-19 pandemic. See “Summary Compensation Table for 2023” on page 27.
Change in Control Agreements
Change in Control Agreements The Corporation has entered into change in control agreements with various executive officers, including each of the NEOs. These change in control agreements provide, among other things, for each NEO to receive benefits following a change in control only if the NEO’s employment with the successor company is terminated within twenty-four (24) months following the change in control. The Board of Directors believes that the provisions of the change in control agreements are likely to provide for a smooth transition following a change in control and that the payments provided for under the change in control agreements are sufficient but not excessive to enable financial institution executives to find subsequent employment. For additional information, see “Change in Control Agreements” on page 31.
Risk Management Analysis
Risk Management Analysis The Compensation Committee does not believe that risks related to the Corporation’s compensation policies and practices are likely to have a material adverse effect on the Corporation. Total compensation is balanced between a base salary, which offers no incentive to take excessive risks, and incentive compensation tied to the Corporation’s performance. The performance measures used to calculate cash incentive compensation are equally weighted and include elements, such as the total non-performing assets, which would be adversely affected by risk-taking. In addition, as the Compensation Committee retains discretion concerning whether any incentive will be paid, there is no assurance that excessive risk-taking will benefit an employee. The fact that a substantial part of the incentives is paid in restricted common shares of the Corporation based solely on the Corporation’s TSR and ROAE as measured against peers, and which do not fully vest until three years after the award date, causes a long-term alignment of the interests of officers and shareholders and another disincentive against excessive risk-taking by the officers. The change in control agreements provide, among other things, for each NEO to receive benefits following a change in control only if the NEO’s employment with the successor company is terminated within twenty-four (24) months following the change in control. The Compensation Committee and the Board have also adopted a Clawback Policy that provides for the recovery by the Corporation of erroneously awarded compensation in the event of an accounting restatement. For additional information, see “Clawback Policy” on page 22.
Summary Compensation Table
Summary Compensation Table Under rules established by the SEC, the Corporation is required to provide certain data and information in regard to the compensation and benefits provided to the Corporation’s principal executive officer, principal financial officer and certain other most highly compensated executive officers of the Corporation. The following table sets forth information as to the compensation paid or accrued by the Corporation and its subsidiaries for services rendered in 2023, 2022 and 2021 to Mr. Dennis G. Shaffer, President and Chief Executive Officer; Mr. Todd A. Michel, Controller; Mr. Richard J. Dutton, Senior Vice President; Mr. Charles A. Parcher, Senior Vice President; and Mr. Paul J. Stark, Senior Vice President. These individuals are referred to in this Proxy Statement as the “named executive officers” or “NEOs”.
Summary Compensation Table for 2023
Summary Compensation Table for 2023
Summary Compensation Table for 2023
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | Dennis G. Shaffer President and CEO | 2023 2022 2021 | $539,615 $513,462 $469,231 | $0 $0 $0 | $179,716 $94,437 $114,401 | $0 $0 $0 | $170,950 $231,058 $175,375 | $67,068 $39,696 $50,953 | $48,779 $45,011 $38,329 | $1,006,128 $923,664 $848,889 | | Todd A. Michel Sr. Vice President/Controller | 2023 2022 2021 | $193,113 $184,337 $179,862 | $0 $0 $0 | $37.014 $27,329 $26,643 | $0 $0 $0 | $44,864 $61,068 $58,095 | $2,932 ($258,697) $443 | $50,934 $66,100 $47,344 | $328,857 $80,137 $312,387 | | Richard J. Dutton Sr. Vice President | 2023 2022 2021 | $294,797 $278,789 $270,966 | $40,500 $40,500 $37,000 | $83,642 $54,535 $53,144 | $0 $0 $0 | $83,015 $111,515 $101,274 | $61,776 $35,899 $47,042 | $32,339 $14,570 $13,203 | $596,069 $535,808 $522,629 | | Charles A. Parcher Sr. Vice President | 2023 2022 2021 | $294,797 $278,789 $270,966 | $0 $0 $0 | $83,642 $54,535 $53,144 | $0 $0 $0 | $83,015 $111,515 $101,274 | $64,456 $40,727 $35,911 | $53,972 $40,835 $27,472 | $579,882 $526,401 $488,767 | | Paul J. Stark Sr. Vice President | 2023 2022 2021 | $216,374 $208,816 $202,957 | $0 $0 $0 | $41,777 $30,858 $0 | $0 $0 $0 | $65,414 $68,909 $93,950 | $105,536 $107,450 $111,741 | $32,727 $38,175 $27,425 | $461,828 $454,208 $436,073 |
Summary Compensation Table for 2023
| (1) Amounts for Mr. Dutton reflect discretionary bonuses paid to Mr. Dutton in recognition of his services related to the Corporation’s tax refund program. |
Summary Compensation Table for 2023
| (2) The amounts reflected in this column are equal to the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 708, of the awards of restricted common shares granted under the 2014 Incentive Plan for the Corporation’s performance during the prior fiscal year. For Mr. Shaffer, the amount shown for 2021 reflects the additional, discretionary restricted stock award granted to him in the amount of $25,000. |
Summary Compensation Table for 2023
| (3) Represents cash bonus amounts awarded to the named executive officers under the Corporation’s 2014 Incentive Plan with respect to the Corporation’s performance in 2023, 2022 and 2021. For further discussion regarding the bonuses awarded under the Corporation’s 2014 Incentive Plan, see “Compensation Discussion and Analysis” beginning on page 19. |
Summary Compensation Table for 2023
| (4) Represents the aggregate change in actuarial present value of the named executive officer’s accumulated benefits under (a) the Corporation’s pension plan with respect to Mr. Michel, and (b) the Corporation’s SERP with respect to Messrs. Shaffer, Dutton, Parcher and Stark. As reflected in the table, Mr. Michel’s lump sum accumulated benefit under the Corporation’s pension plan decreased dramatically in 2022 due to the increase in the applicable interest rate used to calculate the benefit, as well as, to a lesser extent, changes in mortality. There were no above-market or preferential earnings on non-qualified deferred compensation in 2021, 2022 or 2023. |
Summary Compensation Table for 2023
| (5) Represents (a) matching contributions and profit-sharing contributions allocated by the Corporation to the accounts of named executive officers under the 401(k) plan, (b) a portion of the premiums paid by the Corporation on behalf of the named executive officers for life insurance and long-term disability insurance, (c) dividends received from the Corporation on restricted common shares prior to vesting of such restricted common shares, and (d) with respect to Mr. Michel, the amounts credited to the executive officer’s pension shortfall account under his Pension Shortfall Agreement. |
CEO Pay Ratio
CEO Pay Ratio Item 402(u) of SEC Regulation S-K, which was adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), requires the Corporation to disclose the ratio of the annual total compensation of the Corporation’s CEO to the median of the annual total compensation of the Corporation’s employees (except for the CEO). For the fiscal year ended December 31, 2023, the Corporation performed a calculation of its CEO to median employee pay ratio in accordance with Item 402(u) of SEC Regulation S-K. The Corporation identified the median employee by examining the 2023 total cash compensation for all employees, excluding the CEO, who were employed by the Corporation as of December 31, 2023. It included all employees, including those employed on a full-time, part-time or seasonal basis, and did not annualize the compensation for any employees who were not employed by the Corporation for all of 2023. After identifying the median employee based on total cash compensation, the Corporation calculated the total compensation for the median employee using the same methodology used for the CEO and other NEOs as set forth in the Summary Compensation Table for 2023 included in this Proxy Statement. Using the methodology described above, the Corporation estimates that the 2023 annual total compensation of the CEO, Dennis G. Shaffer, in the amount of $1,006,128, was approximately 16.90 times the median employee’s 2023 annual total compensation of $59,528.
Grants of Plan Based Awards
Grants of Plan Based Awards The following table sets forth information regarding awards of restricted common shares granted to the NEOs during the 2023 fiscal year under the 2014 Incentive Plan. No other plan-based awards were granted to the NEOs during the 2023 fiscal year.
Fiscal 2023 Grants of Plan-Based Awards
Fiscal 2023 Grants of Plan-Based Awards
Fiscal 2023 Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) (1) | Grant Date Fair Value of Stock Awards ($) | | Dennis G. Shaffer Restricted stock award | 02/16/2023 | 8,225 | 179,716 | | Todd A. Michel Restricted stock award | 02/16/2023 | 1,694 | 37,014 | | Richard J. Dutton Restricted stock award | 02/16/2023 | 3,828 | 83,642 | | Charles A. Parcher Restricted stock award | 02/16/2023 | 3,828 | 83,642 | | Paul J. Stark (2) Restricted stock award | 02/16/2023 | 1,912 | 41,777 |
Fiscal 2023 Grants of Plan-Based Awards
| (1) Reflects the number of restricted common shares granted on the date indicated pursuant to action of the Compensation Committee. One-third of the restricted common shares vested on January 2, 2024, one-half of the remaining shares will vest on January 2, 2025 and the remaining shares will vest on January 2, 2026. Upon Mr. Stark’s retirement effective December 31, 2023, all of his unvested restricted common shares vested in accordance with the terms of the 2014 Incentive Plan and Mr. Stark’s award agreements. Additional information concerning the 2014 Incentive Plan is provided under the heading “EXECUTIVE COMPENSATION - Retirement, Deferred Compensation and Other Benefit Plans - 2014 Incentive Plan” on page 31. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End At December 31, 2023, the only equity awards held by the NEOs were restricted common shares granted under the 2014 Incentive Plan during the 2021, 2022 and 2023 fiscal years. The following table sets forth information regarding the restricted common shares held by the NEOs at December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Dennis G. Shaffer | 1,990(1) 2,569(2) 8,225(3) | $36,696 $47,372 $151,669 | | Todd A. Michel | 464(1) 744(2) 1,694(3) | $8,556 $13,719 $31,237 | | Richard J. Dutton Charles A. Parcher | 924(1) 1,484(2) 3,828(3) 924(1) 1,484(2) 3,828(3) | $17,039 $27,365 $70,588 $17,039 $27,365 $70,588 | | Paul J. Stark (5) | 0 | $0 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Restricted common shares granted on February 17, 2021 under the 2014 Incentive Plan. The remaining restricted common shares vested as of January 2, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Restricted common shares granted on February 16, 2022 under the 2014 Incentive Plan. One-half of the remaining shares vested as of January 2, 2024 and the remaining shares will vest on January 2, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Restricted common shares granted on February 16, 2023 under the 2014 Incentive Plan. One-third of the total restricted common shares vested as of January 2, 2024, and one-half of the remaining shares will vest on each of January 2, 2025 and January 2, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Market value was computed by multiplying the closing market price of the Corporation’s common shares at 2023 fiscal year-end ($18.44) by the number of restricted common shares. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The restricted common shares granted to Mr. Stark on February 16, 2022 in the amount of 840 shares and on February 16, 2023 in the amount of 1,912 shares, all vested upon Mr. Stark’s retirement on December 31. Upon vesting on December 31, 2023, the 2,752 common shares had an aggregate market value of $50,747, or $18.44 per share. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding restricted common shares held by each of the NEOs that vested during the fiscal year ended December 31, 2023.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired upon Vesting (#) | Value Realized on Vesting ($)(1) | | Dennis G. Shaffer | 4,365 | $93,935 | | Todd A. Michel | 1,093 | $23,521 | | Richard J. Dutton | 2,353 | $50,637 | | Charles A. Parcher | 2,334 | $50,228 | | Paul J. Stark (2) | 3,464 | $66,069 |
Option Exercises and Stock Vested
| (1) Value realized on vesting was computed by multiplying the number of common shares by the market value of the Corporation’s common shares on the vesting date. |
Option Exercises and Stock Vested
| (2) Includes 712 of Mr. Stark’s restricted common shares that vested on January 3, 2023 with a market value of $21.52 per shares and 3,464 of Mr. Stark’s restricted common shares that vested upon Mr. Stark’s retirement on December 31, 2023 with a market value of $18.44 per share. |
Pension Benefits
Pension Benefits The following table sets forth the actuarial present value of each NEO’s accumulated benefit, including the number of years of service credited to each NEO, under the Corporation’s Pension Plan and, where applicable, the NEO’s SERP. No payments or benefits were paid to any NEO under any of these plans or agreements during the 2023 fiscal year.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service # | Present Value of Accumulated Benefit_$ | Payments During Last Fiscal Year $ | | Dennis G. Shaffer | SERP | 15 | $464,521 | $0 | | Todd A. Michel | Pension Plan | 39 | $549,381 | $0 | | Richard J. Dutton | SERP | 17 | $434,290 | $0 | | Charles A. Parcher | SERP | 7 | $254,086 | $0 | | Paul J. Stark | SERP | 14 | $818,967 | $0 |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth information regarding the Pension Shortfall Agreements between the Corporation and certain NEOs. For additional information regarding the Pension Shortfall Agreements, see “Pension Shortfall Agreements” on page 31.
Nonqualified Deferred Compensation
| Name (a) | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) (1) | Aggregate Earnings in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Todd A. Michel | — | $29,189 | $12,745 | — | $333,017 |
Nonqualified Deferred Compensation
| (1) Reflects amounts credited to Mr. Michel’s account for 2023 under his Pension Shortfall Agreement, which amounts are also included in the All Other Compensation column of the Summary Compensation Table for Mr. Michel. |
Nonqualified Deferred Compensation
| (2) Consists of “Hypothetical Earnings” credited to Mr. Michel’s account under his Pension Shortfall Agreement. Hypothetical Earnings are calculated each calendar quarter at a rate equal to the ten-year United States Treasury Constant Maturity rate as published by the Federal Reserve on the first day of each month during such calendar quarter. |
Nonqualified Deferred Compensation for 2023
Nonqualified Deferred Compensation for 2023 The Corporation maintains a nonqualified deferred compensation plan that allows an eligible employee to defer receipt of compensation to which the employee would be entitled. The amount deferred is credited with interest at a rate equal to the five-year United States Treasury Constant Maturity rate published by the Federal Reserve and adjusted monthly. The amount accrued will be distributed to the employee based upon an election made by the employee, subject to limits set by the plan.
Supplemental Executive Retirement Benefits
Supplemental Executive Retirement Benefits In 2011, the Corporation adopted a SERP to provide select employees, including executive officers, with additional retirement benefits. In 2023, the Corporation amended and restated the SERP (i) to increase the benefit at age 65 for certain participants, (ii) to provide that the early retirement benefit for a vested participant who retires before age 65 will be calculated as the present value of the age 65 benefit, calculated using the five-year United States Treasury Constant Maturity rate for the month of December preceding the start of the year in which the benefit is calculated, and (iii) to provide that the late retirement benefit for a vested participant who retires after age 65 but before age 75 will be calculated based on the deferred present value of the age 65 benefit calculated using a 5% interest rate. Generally, a participant will vest in his or her retirement benefit over 10 years of service. Vesting will be accelerated in the event that a participant becomes disabled before completing 10 years of service. Except when delayed pursuant to the requirements of Section 409A of the Internal Revenue Code, payment of the SERP retirement benefit will begin on the first day of the second month following the participant’s separation from service and continue for a period of ten (10) years thereafter. Generally, if a participant dies or is terminated for cause (as defined in the SERP) before payment of the retirement benefit has commenced, the participant will forfeit any right to payment of a retirement benefit. The Corporation or one of its subsidiaries has purchased split dollar life insurance policies in order to fund the obligations under the SERP. Generally, these policies provide participants with a death benefit equal to the retirement benefit a participant would have received under the SERP had the participant not died before separating from service.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control The following table summarizes payments which would have been made to each of the NEOs if a retirement, termination or change in control event had occurred in each case as of December 31, 2023. Actual amounts to be paid out can only be determined at the time of an NEO’s actual separation from service with the Corporation.
Potential Payments Upon Termination or Change-in-Control
| Name | Voluntary Termination (1) | Termination for Cause | Early Retirement (2) | Full Retirement (3) | Death | Disability | Change in Control without Termination | Termination without Cause under Change in Control(4) | | Dennis G. Shaffer Pension Pension Shortfall SERP(5) Split Dollar Ins. Group Term Life Ins. Long Term Disability(6) Value of Stock Retention Bonus Severance COBRA | — — $464,521 — — — $235,719 — — — | — — — — — — — — — — | — — $464,521 — — — $235,719 — — — | — — — — — — — — — — | — — — $742,766 $200,000 — $235,719 — — — | — — $464,521 — — $840,000 — — — — | — — — — — — $235,719 — — — | — — $464,521 — — — $235,719 $1,289,930 $950,385 $36,893 | | Total | $700,240 | | $700,240 | | $1,178,485 | $1,304,521 | $235,719 | $2,977,448 | | Todd A. Michel Pension(7) Pension Shortfall SERP Split Dollar Ins. Group Term Life Ins. Long Term Disability (8) Value of Stock Retention Bonus Severance COBRA | $549,381 $29,189 — — — — $58,467 — — — | $549,381 — — — — — — — — — | $549,381 $29,189 — — — — $58,467 — — — | — — — — — — — — — — | $549,381 $29,189 — — $200,000 — $58,467 — — — | $549,381 $29,189 — — — $720,000 — — — — | — — — — — — $58,4676 — — — | $549,381 $29,189 — — — — $58,467 $423,051 $291,192 $36,893 | | Total | $637,037 | $549,381 | $537,037 | | $837,037 | $1,298,570 | $58,467 | $1,388,173 | | Richard J. Dutton Pension Pension Shortfall SERP(9) Split Dollar Ins. Group Term Life Ins. Long Term Disability (10) Value of Stock Retention Bonus Severance COBRA | — — $434,290 — — — $114,980 — — — | — — — — — — — — — — | — — $434,290 — — — $114,980 — — — | — — — — — — — — — — | — — — $787,696 $200,000 — $114,980 — — — | — — $434,290 — — $1,050,000 — — — — | — — — — — — $114,980 — — — | — — $434,290 — — — $114,980 $725,596 $530,449 $57,289 | | Total | $549,270 | | $549,270 | | $1,102,676 | $1,484,290 | $114,980 | $1,889,604 |
Potential Payments Upon Termination or Change-in-Control
| Name | Voluntary Termination (1) | Termination for Cause | Early Retirement (2) | Full Retirement (3) | Death | Disability | Change in Control without Termination | Termination without Cause under Change in Control(4) | | Charles A. Parcher Pension Pension Shortfall SERP(11) Split Dollar Ins. Group Term Life Ins. Long Term Disability (12) Value of Stock Retention Bonus Severance COBRA | — — $254,086 — — — $114,980 — — — | — — — — — — — — — — | — — $254,086 — — — $114,980 — — — | — — — — — — — — — — | — — — $904,133 $200,000 — $114,980 — — — | — — $254,086 — — $1,260,000 — — — — | — — — — — — $114,980 — — — | — — $254,086 — — — $114,980 $693,596 $489,949 $40,153 | | Total | $369,066 | — | $369,066 | — | $1,219,113 | $1,514,086 | $114,980 | $1,592,764 | | Paul J. Stark (14) Pension Pension Shortfall SERP(13) Split Dollar Ins. Group Term Life Ins. Long Term Disability Value of Stock Retention Bonus Severance COBRA | — — — — — — — — — — | — — — — — — — — — — | — — — — — — — — — — | — — $818,967 — — — 50,747 — — — | — — — — — — — — — — | — — — — — — — — — — | — — — — — — — — — — | — — — — — — — — — — | | Total | | | | $869,714 | | | | |
Potential Payments Upon Termination or Change-in-Control
| (1) Due to his age, Mr. Michel was eligible for early retirement as of December 31, 2020. As a result, for the purposes of this table, a voluntary termination by Mr. Michel would also constitute an early retirement. |
Potential Payments Upon Termination or Change-in-Control
| (2) The Corporation’s Pension Plan provides benefits upon early retirement and Mr. Michel is the only NEO covered under that plan. The Corporation’s SERP provides benefits upon early retirement for the other NEOs. |
Potential Payments Upon Termination or Change-in-Control
| (3) Other than Mr. Stark, none of the NEOs qualified for full retirement on December 31, 2023. |
Potential Payments Upon Termination or Change-in-Control
| (4) Assumes termination of the NEO on December 31, 2023 following a change in control. |
Potential Payments Upon Termination or Change-in-Control
| (5) Represents the total amount that would be paid in equal annual installments of $46,452 over a 10 year period. |
Potential Payments Upon Termination or Change-in-Control
| (6) Assumes that short-term disability period had expired. Represents the total amount that would be paid in monthly installments of $10,000 until he reaches the age of 65 assuming his disability continued. |
Potential Payments Upon Termination or Change-in-Control
| (7) Assumes separation from service on December 31, 2023 and election to take lump sum benefits. Mr. Michel has reached the age of 55 and would therefore be eligible for early retirement. |
Potential Payments Upon Termination or Change-in-Control
| (8) Assumes short-term disability period had expired. Represents the total amount that would be paid in monthly installments of $10,000 until he reaches the age of 65 assuming his disability continued. |
Potential Payments Upon Termination or Change-in-Control
| (9) Represents the total amount that would be paid in equal annual installments of $43,429 over a 10 year period. |
Potential Payments Upon Termination or Change-in-Control
| (10) Assumes short-term disability period had expired. Represents the total amount that would be paid in monthly installments of $10,000 until he reaches the age of 65 assuming his disability continued. |
Potential Payments Upon Termination or Change-in-Control
| (11) Represents the total amount that would be paid in equal annual installments of $25,409 over a 10 year period. |
Potential Payments Upon Termination or Change-in-Control
| (12) Assumes that short-term disability period had expired. Represents the total amount that would be paid in monthly installments of $10,000 until he reaches the age of 65 assuming his disability continued. |
Potential Payments Upon Termination or Change-in-Control
| (13) Represents the total amount that would be paid in equal annual installments of $81,897 over a 10 year period. |
Potential Payments Upon Termination or Change-in-Control
| (14) Mr. Stark retired from the Corporation and the Bank effective as of December 31, 2023. As a result, only payments to Mr. Stark upon his full retirement are included in the table for Mr. Stark. |
Pay Versus Performance
Pay Versus Performance In accordance with the requirements of 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 executive compensation actually paid to our NEOs and certain financial performance of the Corporation. Additional information concerning the Corporation’s compensation philosophy and how the Corporation aligns executive compensation with the Corporation’s performance is provided under the heading “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis” beginning on page 19 of this Proxy Statement.
Pay Versus Performance Table for 2023
Pay Versus Performance Table for 2023
Pay Versus Performance Table for 2023
| Year | Summary Compensation Table Total for PEO 1 | Compensation Actually Paid to PEO 2 | Average Summary Compensation Table Total for Non-PEO NEOs 3 | Average Compensation Actually Paid to Non-PEO NEOs 4 | Value of Initial Fixed $100 Investment Based On: | | Net Income ($000s) 7 | Total Loan Growth (Booked and Sold) ($000s) 8 | | | | | | | Total Shareholder Return 5 | Peer Group Total Shareholder Return 6 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $1,006,128 | $943,602 | $491,659 | $458,036 | $120.76 | $147.41 | $42,964 | $2,864,470 | | 2022 | $923,664 | $907,484 | $399,139 | $452,353 | $139.06 | $135.13 | $39,427 | $2,518,838 | | 2021 | $848,889 | $891,036 | $439,964 | $457,744 | $150.38 | $162.92 | $40,546 | $1,973,210 | | 2020 | $759,105 | $725,146 | $455,462 | $401,241 | $105.59 | $119.83 | $32,192 | $2,039,475 |
Pay Versus Performance Table for 2023
| 1 | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Dennis G. Shaffer, President and Chief Executive Officer of the Corporation, for each corresponding year in the “Total” column of the Summary Compensation Table on page 27. |
Pay Versus Performance Table for 2023
| 2 | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Shaffer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shaffer during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Shaffer’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance Table for 2023
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Reported Change in the Actuarial Present Value of Pension Benefits (c) | Pension Benefit Adjustments (d) | Compensation Actually Paid to PEO | | 2023 | $1,006,128 | $(179,716) | $133,258 | $(67,068) | $51,000 | $943,602 | | 2022 | $923,664 | $(94,437) | $73,695 | $(39,696) | $44,258 | $907,484 | | 2021 | $848,889 | $(114,401) | $166,561 | $(50,953) | $40,940 | $891,036 | | 2020 | $759,105 | $(69,648) | $43,802 | $(43,774) | $35,661 | $725,146 |
Pay Versus Performance Table for 2023
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance Table for 2023
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Table for 2023
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $151,669 | $(16,272) | - | $(2,139) | - | - | $133,258 | | 2022 | $84,805 | $(12,119) | - | $1,009 | - | - | $73,695 | | 2021 | $145,619 | $20,507 | - | $435 | - | - | $166,561 | | 2020 | $57,428 | $(13,755) | - | $129 | - | - | $43,802 |
Pay Versus Performance Table for 2023
| (c) The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |
Pay Versus Performance Table for 2023
| (d) The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Shaffer during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows: |
Pay Versus Performance Table for 2023
| YEAR | SERVICE COST | PRIOR SERVICE COST | TOTAL PENSION BENEFIT ADJUSTMENTS | | 2023 | $67,068 | $(16,068) | $51,000 | | 2022 | $39,696 | $4,562 | $44,258 | | 2021 | $50,953 | $(10,013) | $40,940 | | 2020 | $43,774 | $(8,113) | $35,661 |
Pay Versus Performance Table for 2023
| 3 | The dollar amounts reported in column (d) represent the average of the amounts reported for the Corporation’s NEOs as a group (excluding Mr. Shaffer, who has served as our President and Chief Executive Officer since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The same four NEOs (excluding Mr. Shaffer) were included for purposes of calculating the average amounts in each of 2023, 2022, 2021 and 2020 and included the following: Richard J. Dutton, Charles A. Parcher, Todd A. Michel and Paul J. Stark. |
Pay Versus Performance Table for 2023
| 4 | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Shaffer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Shaffer) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Shaffer) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |
Pay Versus Performance Table for 2023
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments (b) | Average Compensation Actually Paid to Non- PEO NEOs | | 2023 | $491,659 | $(61,519) | $41,246 | $(57,942) | $44,592 | $458,036 | | 2022 | $399,139 | $(41,814) | $30,216 | $18,655 | $46,158 | $452,353 | | 2021 | $439,964 | $(33,233) | $59,295 | $(48,784) | $40,502 | $457,744 | | 2020 | $455,462 | $(30,381) | $12,135 | $(80,107) | $44,132 | $401,241 |
Pay Versus Performance Table for 2023
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance Table for 2023
| Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $53,163 | $(6,123) | - | $(5,794) | - | - | $41,246 | | 2022 | $37,549 | $(3,900) | - | $(3,433) | - | - | $30,216 | | 2021 | $42,297 | $9,170 | - | $7,828 | - | - | $59,295 | | 2020 | $25,050 | $(6,763) | - | $(6,153) | - | - | $12,135 |
Pay Versus Performance Table for 2023
| (b) The amounts deducted or added in calculating the total pension benefit adjustments are as follows: |
Pay Versus Performance Table for 2023
| Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments | | 2023 | $57,942 | $(13,350) | $44,592 | | 2022 | $46,019 | $139 | $46,158 | | 2021 | $48,673 | $(8,172) | $40,502 | | 2020 | $50,127 | $(5,996) | $44,132 |
Pay Versus Performance Table for 2023
| 5 | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period. |
Pay Versus Performance Table for 2023
| 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P U.S. BMI Banks Index. |
Pay Versus Performance Table for 2023
| 7 | The dollar amounts reported represent the amount of net income reflected in the Corporation’s audited financial statements for the applicable year. |
Pay Versus Performance Table for 2023
| 8 | While the Corporation uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Corporation’s compensation programs, the Corporation has determined that Total Loan Growth, defined as total loans booked and sold, is the financial performance measure that, in the Corporation’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Corporation to link compensation actually paid to the Corporation’s NEOs, for the most recently completed fiscal year, to Corporation performance. |
Pay Versus Performance Table for 2023
Financial Performance Measures As further described under the heading “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis” beginning on page 19 of this Proxy Statement, the Corporation’s executive compensation program includes variable components in the form of annual cash and equity incentive awards pursuant to which a significant portion of executive officers’ compensation is tied to the performance of the Corporation. The metrics that the Corporation uses for our cash and equity incentive bonus awards are selected based on an objective of incentivizing our NEOs to increase value to shareholders. The most important financial performance measures used by the Corporation to link executive compensation actually paid to the Corporation’s NEOs, for the most recently completed fiscal year, to the Corporation’s performance are as follows: Performance Measures for Cash Compensation :
Pay Versus Performance Table for 2023
| ● | Net Income |
Pay Versus Performance Table for 2023
| ● | Efficiency Ratio |
Pay Versus Performance Table for 2023
| ● | End of Year Core Deposits |
Pay Versus Performance Table for 2023
| ● | Total Loans (Booked and Sold) |
Pay Versus Performance Table for 2023
Performance Measures for Equity Compensation :
Pay Versus Performance Table for 2023
| ● | Relative TSR (as compared to a three (3) year average of peer group) |
Pay Versus Performance Table for 2023
| ● | ROAE |
Pay Versus Performance Table for 2023
Analysis of the Information Presented in the Pay versus Performance Table As further described under the heading “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis” beginning on page 19 of this Proxy Statement, the Corporation’s executive compensation program includes variable components in the form of annual cash and equity incentive awards. While the Corporation utilizes several performance measures to align executive compensation with Corporation performance, all of those performance measures are not presented in the “Pay Versus Performance Table for 2023”. Moreover, the Corporation generally seeks to incentivize long-term performance, and therefore does not specifically align the Corporation’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Corporation is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table for 2023”. Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Shaffer and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Shaffer) is generally aligned with the Corporation’s cumulative TSR over the four years presented in the “Pay Versus Performance Table for 2023,” with the exception of 2023. The general alignment of compensation actually paid with the Corporation’s cumulative TSR over the period is largely due to the fact that a material portion of the compensation actually paid to Mr. Shaffer and to the other NEOs is comprised of annual incentive bonuses, of which a significant portion is payable in the form of restricted common shares of the Corporation. In addition, the Corporation’s TSR is one of the two performance measures (along with ROAE) used by the Compensation Committee for the calculation of the equity portion of annual bonuses under the 2014 Incentive Plan. The lack of correlation between compensation actually paid and the Corporation’s cumulative TSR for 2023 can be attributed to the fact that, although the Corporation’s TSR performance did not meet the threshold established by the Compensation Committee with respect to TSR for the equity bonus measure, the Compensation Committee nonetheless awarded a portion of the equity bonuses to Mr. Shaffer and the Corporation’s other NEOs based on the ROAE performance measure, as further discussed under the heading “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis – Bonus/Incentive Compensation” beginning on page 22 of this Proxy Statement. Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of compensation actually paid to Mr. Shaffer and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Shaffer) is generally aligned with the Corporation’s Net Income over the four years presented in the “Pay Versus Performance Table for 2023”. The alignment of compensation actually paid with the Corporation’s Net Income over the period is due, in part, to the fact that Net Income is one of the specific performance measures used to calculate the cash portion of the annual bonuses awarded to the NEOs. Specifically, net income accounted for 25% of the potential cash portion of the annual bonuses for 2023. Compensation Actually Paid and Total Loans (Booked and Sold) The Corporation believes that the Corporation’s Total Loans (Booked and Sold) is an important performance measure, along with TSR and Net Income, to use to link compensation actually paid to the Corporation’s NEOs to the Corporation’s performance. As a financial institution, the Corporation’s performance, and Net Income, is impacted significantly by the volume of loans originated (and either booked or sold) by the Corporation. The following graph compares the amount of compensation actually paid to Mr. Shaffer and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Shaffer) with the Corporation’s Total Loans (Booked and Sold) over the four years presented in the “Pay Versus Performance Table for 2023”. As demonstrated by the table, the amount of compensation actually paid to Mr. Shaffer and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Shaffer) increased from 2020 to 2021, notwithstanding the fact that the Corporation’s Total Loans (Booked and Sold) declined slightly from 2020 to 2021. Conversely, from 2021 to 2022, the compensation amounts remained basically flat, notwithstanding the fact that the Corporation’s Total Loans (Booked and Sold) increased significantly from 2021 to 2022. From 2022 to 2023, the compensation amounts increased slightly while the Corporation’s Total Loans (Booked and Sold) increased more significantly. While, overall, the amount of compensation actually paid to Mr. Shaffer and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Shaffer) has generally aligned with the Corporation’s Total Loans (Booked and Sold), they have not been directly correlated in all periods. The lack of correlation during the four-year period can be attributed to the fact that Total Loans (Booked and Sold) comprised only one of several performance measures used to calculate the cash and equity incentive bonuses for the NEOs. Additionally, for 2022, the lack of correlation between the compensation amounts and Total Loans (Booked and Sold) can be attributed, in part, to the Corporation’s acquisition of Comunibanc Corp. and The Henry County Bank on July 1, 2022 and the acquisition of Vision Financial Group, Inc. on October 3, 2022, as these acquisitions resulted in the addition of approximately $235 million to the Corporation’s Total Loans (Booked and Sold) in 2022. Cumulative TSR of the Corporation and Cumulative TSR of the S&P U.S. BMI Banks Index As demonstrated by the following graph, the Corporation’s cumulative TSR over the four year period presented in the table was 92%, while the cumulative TSR of the S&P U.S. BMI Banks Index (“Index”) presented for this purpose, was 103% over the four (4) years presented in the table. While the Corporation’s cumulative TSR consistently tracked the performance of the Index, the Corporation’s cumulative TSR outperformed the Index only in 2022. For more information regarding the Corporation’s performance and the companies that the Compensation Committee considers when determining compensation, see “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis” beginning on page 19 of this Proxy Statement.