DEF 14A of SB Financial Group, Inc., Mar 6, 2026

DEF 14A of SB Financial Group, Inc.

Filed Mar 6, 2026 · FY20250001213900-26-024511

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with the Regulations of the Company, three directors will be elected at the Annual Meeting for terms of three years each. The Board proposes that each of the three director nominees identified below be re-elected for a new term of three years expiring in 2029. Each of these nominees was approved by the Board upon the recommendation of the Governance and Nominating Committee. Each individual elected as a director at the Annual Meeting will hold office for a term of three years and until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office or death. Pursuant to the procedures set forth under the Regulations and Ohio law, the three nominees who receive the greatest number of votes will be elected as directors of the Company. Common Shares represented by properly submitted proxies will be voted FOR the election of the Board’s nominees 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 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 the individual nominees for whom the authority to vote has been withheld. If a nominee becomes unavailable or unable to serve as a director for any reason prior to the Annual Meeting, the individuals designated as proxy holders reserve 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. The Board has no reason to believe that any of the nominees named below will not serve if elected. The Board of Directors proposes the election of the following persons, all of whom were recommended by the Governance and Nominating Committee, to three-year terms that will expire in 2029:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position(s) Held | Director Since | | Timothy L. Claxton | 61 | Director, SBFG and State Bank | 2021 | | Gaylyn J. Finn | 77 | Director, SBFG and State Bank | 2010 | | Sue A. Strausbaugh | 68 | Director, SBFG and State Bank | 2025 |

  3. ELECTION OF DIRECTORS

    | YOUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF ALL OF THE BOARD’S NOMINEES |

  4. ELECTION OF DIRECTORS

    The following directors will continue to serve after the Annual Meeting for the terms indicated:

  5. ELECTION OF DIRECTORS

    | Name | Age | Position(s) Held | Director Since | Term Expires | | George W. Carter | 66 | Director, SBFG and State Bank | 2013 | 2027 | | Richard L. Hardgrove | 87 | Lead Independent Director, SBFG and State Bank | 2004 | 2028 | | Tom R. Helberg | 66 | Director, SBFG and State Bank | 2018 | 2027 | | Mark A. Klein | 71 | Director, Chairman, President and Chief Executive Officer, SBFG and State Bank | 2010 | 2028 | | William G. Martin | 59 | Director, SBFG and State Bank | 2014 | 2028 | | Timothy J. Stolly | 68 | Director, SBFG and State Bank | 2010 | 2027 |

  6. ELECTION OF DIRECTORS

    Effective December 17, 2025, Rita A. Kissner retired from the Board after more than 21 years of service. In recognition of her long-standing service and contributions, the Board names Ms. Kissner Director Emeritus. Each director of SBFG also serves as a director of The State Bank and Trust Company (“State Bank” or the “Bank”). There are no family relationships among any of the directors, nominees for election as directors and executive officers of the Company. The following gives certain information, as of the Record Date, concerning each nominee for election as a director of the Company and each director whose term will continue after the Annual Meeting. The following also provides an overview of certain specific skills that qualify each of our current directors and director nominees to serve as a director or to be nominated for re-election as a director. Unless otherwise indicated, each person has held his or her principal occupation for more than five years. Mr. Carter has extensive experience in the utility industry while serving in executive leadership positions for over 23 years. He is retired from the position of President and Chief Executive Officer of the Paulding Putnam Electric Cooperative, an electric utility serving Ohio and Indiana. Mr. Carter formerly served as a Director of Buckeye Power Inc., an electric generation cooperative that has assets of $2 billion, and United Utility Supply, a materials supply company. Mr. Carter is an active member of his community, currently serving as President of the Paulding County Area Foundation and the Marshall Memorial Foundation. He formerly served on the Paulding County Economic Development board and President on the Paulding Community Improvement Corporation (CIC). Mr. Carter also formerly served as a board member and past President of the United Way of Paulding County and served on the board of the Regional Growth Partnership, Toledo, OH. Prior to his appointment to the Company and the State Bank Boards, he served on State Bank’s Paulding County Advisory Board. Mr. Carter was appointed to the Boards of Directors of the Company and State Bank in 2013. He currently serves as the Chairman of the Compensation Committee and serves on the Audit Committee, the Board Risk Management Committee and State Bank’s Executive Loan Committee. He is also the board liaison to the Paulding County Advisory Board. Mr. Claxton has extensive experience in business acquisitions, banking, estate planning and administration, loan documentation and mortgage foreclosure. He is a partner at Burt, Blee, Dixon, Sutton & Bloom LLP, a law firm in Fort Wayne, Indiana. He has practiced law for 36 years and focuses his practice in the areas of real estate and business with broad experience working with business owners in the operation, marketing and sale of businesses and real estate. He is actively involved in the Fort Wayne community, including serving as Secretary and a Director of Stavreti Scholarship, Inc., and is an active member of the Volunteer Lawyers Program and also volunteers at Kate’s Kart by distributing free books to pediatric patients. Mr. Claxton was appointed as a director of the Company and State Bank in August 2021, after previously serving on State Bank’s Fort Wayne Advisory Board. He currently serves as Chairman of the Board Risk Management Committee. He also serves on the Governance and Nominating Committee, the Board’s Loan Review Committee and the Trust and Investment Review Committee. Mr. Claxton is also the board liaison to the Fort Wayne Advisory Board. Mr. Finn brings to the Board an extensive financial and risk management background. For 22 years he served as Treasurer and Associate Vice President for Finance for Bowling Green State University until retiring in 2008. While serving at Bowling Green State University, Mr. Finn was responsible for receipts, disbursement, financial reporting and investing functions of the university as well as the risk management function. He is a holder of a CPA certificate (currently inactive) and previously worked for a large public accounting firm. Mr. Finn also served as a corporate controller for seven years. He has over 36 years’ experience as a financial executive in the for-profit and non-profit arenas. He previously served as a trustee of the Wood County Hospital providing leadership as Chairman in 2014 and 2015. He also serves on the finance committee of The Cocoon Shelter, a non-profit organization and as a TaxAide volunteer at the Wood County Senior Center. Mr. Finn’s experience in finance has qualified him as an “audit committee financial expert” under Securities and Exchange Commission (“SEC”) guidelines. Mr. Finn has been a director of the Company and State Bank since 2010. He currently serves as the Chairman of the Audit Committee and also serves on the Board’s Loan Review Committee. He is also the board liaison to the Bowling Green and Fulton County Advisory Boards. Mr. Hardgrove brings an extensive background in finance and financial institution management. He has over 50 years of banking experience, during which he served as the CEO of three different banks with assets of $500 million to $5 billion, as well as serving 16 years as the CEO of a bank holding company. As CEO of financial institutions, he led these financial institutions through several successful mergers. Mr. Hardgrove also formerly served as the Deputy Superintendent of Banks for the State of Ohio. He has served as a bank director for 44 years. Mr. Hardgrove currently serves as Lead Independent Director of the Company and State Bank. Mr. Hardgrove has been a director of the Company and State Bank since 2004. He is a member of the Compensation Committee and the Governance and Nominating Committee. He is also the board liaison to the Columbus Advisory Board. Mr. Helberg has extensive knowledge and experience in real estate law. He has served as the General Manager and Legal Counsel of a commercial real estate development and investment company since 1984. Mr. Helberg has significant board service experience, having served on the boards of directors of numerous for-profit and non-profit organizations. Prior to his appointment to the Board of the Company and State Bank, Mr. Helberg served on State Bank’s Toledo Advisory Board. Mr. Helberg currently serves as a member of the Sincuidados Subdivision Board of Trustees and Design Review Committee, Scottsdale, AZ and a member of the Phoenix Holocaust Survivors Next Generation Association. He is a past Director of the Toledo Hospital Foundation Board, Sylvania Township Zoning Board of Appeals and past Vice Chairman of the Bedford Township, Michigan Downtown Development Authority. Mr. Helberg formerly served on the Board of Directors of two midwest Ohio banks. Mr. Helberg was appointed as a director of the Company and State Bank in February 2019 and is the Chairman of the Board’s Loan Review Committee and is also a member of the Audit and Trust & Investment Review Committees. He is also the board liaison to the Toledo Advisory Board.

  7. ELECTION OF DIRECTORS

    Mr. Klein brings extensive experience in the financial institution industry. He was appointed Chairman, President and CEO of the Board of Directors of SB Financial in 2015. Previously, he served as President and CEO of SB Financial since 2010 and State Bank since 2006. Mr. Klein is a graduate of Defiance College in Defiance, Ohio with a Bachelor of Science Degree in Finance. He is a graduate of the University of Wisconsin – Madison Graduate School of Banking and received his Master of Business Administration (MBA) degree from Bowling Green State University. Mr. Klein also attained a Certificate of Management Excellence (CME) at Harvard Business School. Prior to joining the Company and State Bank, he was Senior Vice President Private Banking of Sky Bank, Toledo, Ohio from 2004 to January 2006, and Vice President and Team Leader of Sky Bank, Toledo, Ohio from 2000 to 2004. From 1994 to 1999, he was Executive Vice President and Senior Lender at a $450 million Sky Bank affiliate. Mr. Klein has served as the past Chair of the ProMedica Defiance Regional Hospital Board, past member of the Defiance City Schools Board of Education for 20 years while serving as its president for four terms, served on the State of Ohio Banking Commission and as a member of The Defiance College Board of Trustees. Mr. Klein has also served on the Federal Reserve Bank of Cleveland’s Fourth District, Community Depository Institutions Advisory Council (CDIAC). Mr. Klein is active in his community, including board membership in the local Community Improvement Corporation (CIC) and as its VP. He is also a past member of the Defiance Area Foundation and Defiance City School Foundation. Mr. Martin has an extensive background in finance and strategic and tactical leadership in northwest Ohio. With over 36 years’ experience in finance and accounting, he started his career at Arthur Young (now Ernst & Young) in Toledo, Ohio where he passed the Ohio CPA Exam in 1993 (now non-practicing). He then held the position of VP Controller with a large furniture manufacturer. Mr. Martin is currently President of the Spangler Candy Company, a 118-year-old family-owned privately held company in Bryan, Ohio that is also the 12th largest candy company in the United States, where he has been employed the past 27 years. Mr. Martin also serves as a director of Spangler Candy Company. In the local community, Mr. Martin has significant community involvement with currently serving as a Director of the Williams County Port Authority, Bryan, Ohio and Chairman and director of the Catholic Community Foundation, also serving on its Nominating & Governance and Investment committees. He formerly served as a Member of the Bryan Area Foundation. In the confectionary industry, Mr. Martin is also a current director of the Food Association, Washington, DC. Prior to his appointment to the Company and State Bank Boards, he served on State Bank’s Williams County Advisory Board. Mr. Martin was appointed as a director of SBFG and State Bank in 2014. Mr. Martin currently serves on the Company’s Governance and Nominating Committee and Compensation Committee and is also Chairman of State Bank’s Executive Loan Committee. He is also the board liaison to the Williams County Advisory Board. Mr. Stolly brings to the Board over 45 years of experience in the insurance industry, as well as strong sales, management, planning, and merger and acquisition background. He is a former small business owner and Past President of Stolly Insurance Agency Inc., a regional independent insurance agency instituted in 1904. Mr. Stolly has significant community involvement. He currently is director of the Lima Interfaith Senior Housing board and Crossroad Child and Family Services. He previously served as president of The Lima Allen County Chamber of Commerce, Allen County Council on Aging, and served on the advisory board of directors for Bluffton University, Ohio Northern University, Safeco Insurance Company and Motorists Insurance Company. He also served as a board member for the Ohio Insurance Association. Prior to his appointment to the Company and State Bank Boards, he served on State Bank’s Lima Advisory Board. Mr. Stolly has been a director of the Company and State Bank since 2010. He currently serves as the Chairman of the Board’s Governance and Nominating Committee and also serves on the Board Risk Management Committee, the Trust and Investment Committee and the Executive Loan Committee. He is also the board liaison to the Lima Advisory Board. Ms. Strausbaugh was appointed to the Company and State Bank Boards on December 17, 2025. She brings broad knowledge of entrepreneurship and service with being owner/operator of four Biggby Coffee locations as well as owning and managing several rental properties. She is a member of the St. Paul’s United Methodist Church serving as a Stephen Minister. Ms. Strausbaugh serves on the Board of Trustees of the Defiance Area Foundation and is the Chairman of the Scholarship Committee. She formerly served on the ProMedica Defiance Regional Hospital Board and was Vice Chairman of the Judicial Family Network, a statewide organization that serves the families of Ohio’s elected judges as well as a former member of the Volunteer Leadership Council of the local American Cancer Society. Ms. Strausbaugh served on the Company’s Defiance Advisory Board for more than 13 years. She has been appointed to serve as a member of the Audit and Trust & Investment Review Committees. She will also serve as the board liaison to the Defiance County Advisory Board.

  8. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  9. Director Independence

    Director Independence The Board has reviewed, considered and discussed each director’s relationships, both direct and indirect, with the Company and its subsidiaries, including those described under the heading “TRANSACTIONS WITH RELATED PERSONS” beginning on page 32 of this proxy statement. As part of its review, the Board has considered and discussed the compensation and other payments, if any, each director has, both directly and indirectly, received from or made to the Company and its subsidiaries in order to determine whether such director qualifies as independent based on the definition of an “independent director” set forth in Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock Market (“NASDAQ”). The Board has affirmatively determined that the Board has at least a majority of independent directors, and that each of the following individuals who currently serve as directors, or who served as a director of the Company during the 2025 fiscal year, has and had no financial or personal relationships, either directly or indirectly, with the Company or its subsidiaries (other than compensation as a director of the Company and its subsidiaries, banking relationships in the ordinary course of business with the Company’s banking subsidiaries and ownership of the Company’s Common Shares as described in this proxy statement) and thus qualifies as an “independent director” under NASDAQ Marketplace Rule 5605(a)(2): George W. Carter, Timothy L. Claxton, Gaylyn J. Finn, Richard L. Hardgrove, Tom R. Helberg, Rita A. Kissner, William G. Martin, Timothy J. Stolly and Sue A. Strausbaugh. The Board has determined that Mark A. Klein does not qualify as an independent director because he currently serves as an executive officer of the Company and certain of its subsidiaries.

  10. Director Qualifications and Review of Director Nominees

    Director Qualifications and Review of Director Nominees To fulfill its responsibility to recruit and recommend to the full Board nominees for election as Directors, the Governance and Nominating Committee reviews the composition of the Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works to identify and attract candidates with those qualifications. The Governance and Nominating Committee has adopted a written policy regarding qualifications of directors. Pursuant to this policy, individuals who are nominated for election to the Board must possess certain minimum personal and professional qualities, including, without limitation, personal integrity and ethical character; demonstrated achievement in business, professional, governmental, communal, scientific or educational fields; sound judgment borne of management or policy-making experience; and a general appreciation regarding major issues facing public companies of a size and operational scope similar to the Company. The policy also requires the Governance and Nominating Committee to consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances. The Governance and Nominating Committee considers candidates for the Board from any reasonable source, including shareholder recommendations. The Governance and Nominating Committee does not evaluate candidates differently based on who has made the recommendation or the source of the recommendation. The Governance and Nominating Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates. No such consultants or search firms have been used to date and, accordingly, no fees have been paid to consultants or search firms. The Company does not have a written policy that requires the consideration of diversity in identifying nominees for election to the Board. However, the Governance and Nominating Committee’s policy regarding qualifications of directors provides that the Company will seek to promote through the nominations process appropriate diversity on the Board of professional background, experience, expertise, perspective, age, gender, ethnicity and country of citizenship. The Board believes that each nominee and current Board member brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive management, banking, insurance, accounting and finance, legal, real estate, marketing and government.

  11. Engagement of Independent Compensation Consultant

    Engagement of Independent Compensation Consultant The Compensation Committee has the sole authority to engage the services of any compensation consultant or advisor. It is the policy of the Compensation Committee to conduct a periodic, independent review of the Company’s compensation programs to verify the reasonableness of its compensation programs for executives, directors and key officers as compared to peer groups and ensure compliance with all applicable federal and state laws, rules and regulations. The independent reviews are conducted by a firm that does not provide other services or products to the Company. In addition, the independent firm must not have any other personal or business relationships with any Board member or any officer of the Company. The Compensation Committee considers all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, in determining that the work performed by its compensation consultants does not raise a conflict of interest. Since 2011, the Compensation Committee has periodically engaged the services of Blanchard Consulting Group (“BCG”), a nationally recognized independent financial institution compensation consulting company. BCG was engaged to evaluate board compensation and executive compensation in 2025. The 2025 executive study focused on all aspects of executive total compensation, including base salaries, cash incentives/bonuses, equity incentives and grants, other compensation and perquisites, and executive benefits and retirement programs. The information and analyses provided by BCG in 2025 was used by the Compensation Committee in making its executive compensation decisions for the 2025 fiscal year. It is the Company’s intent to conduct these studies periodically as needed for the compensation committee to ensure the appropriateness of its compensation program. As part of the 2025 executive total compensation review, BCG utilized a peer group of twenty (20) publicly traded bank holding companies. The peer group was developed jointly by BCG and the Company. The Company’s peer group was comprised of public bank holding companies with similar attributes to the Company, such as: asset size, revenue, geography, and a similar business model. The peer group focused on banks with assets between $1.0 billion and $3.5 billion as of the 2024 fiscal year-end (2024Y) and located in Indiana, Michigan, Ohio, Pennsylvania, and Wisconsin. The peer group median asset size ($1.7 billion as of 2024Y) was slightly larger than the Company’s current asset size of approximately $1.5 billion as of December 31, 2025. However, historically this has been intentional to account for the significant additional off-balance sheet assets under care at the Bank (i.e. wealth management and real estate mortgage servicing) totaling nearly $3.6 billion. The BCG study on executive compensation contained peer group information on total compensation but also included additional banking industry survey data and banking industry trend information. The industry survey and trend information were derived from BCG databases and surveys that focus almost exclusively within the banking marketplace.

  12. Peer Group Bank Holding Companies

    Peer Group Bank Holding Companies The peer group bank holding companies utilized in the 2025 executive total compensation review included the bank holding companies listed below. Changes to the peer group for 2025 consisted of removing four peers due to acquisitions or falling outside the peer group attributes and adding five new peers. Waterstone Financial, Inc., Franklin Financial Services Corporation, Isabella Bank Corporation, CF Bankshares Inc. and Citizens Community Bancorp, Inc. were chosen based on having similar attributes to the Company.

  13. Peer Group Bank Holding Companies

    | Company | Location | | ACNB Corporation | Gettysburg, PA | | Farmers & Merchants Bancorp, Inc. | Archbold, OH | | Citizens & Northern Corporation | Wellsboro, PA | | Citizens Financial Services, Inc. | Mansfield, PA | | Norwood Financial Corp. | Honesdale, PA | | LCNB Corp. | Lebanon, OH | | Waterstone Financial, Inc. | Wauwatosa, WI | | Franklin Financial Services Corporation | Chambersburg, PA | | Isabella Bank Corporation | Mount Pleasant, MI | | CF Bankshares Inc. | Columbus, OH | | First Savings Financial Group, Inc. | Jeffersonville, IN | | Finward Bancorp | Munster, IN | | AmeriServ Financial, Inc. | Johnstown, PA | | Middlefield Banc Corp. | Middlefield, OH | | Citizens Community Bancorp, Inc. | Eau Claire, WI | | First Keystone Corporation | Berwick, PA | | PSB Holdings, Inc. | Wausau, WI | | Richmond Mutual Bancorporation, Inc. | Richmond, IN | | Ohio Valley Banc Corp. | Gallipolis, OH | | CSB Bancorp, Inc. | Millersburg, OH |

  14. Peer Group Bank Holding Companies

    BCG Client Database data and Industry Survey data was also used for the salary market data. In its review of executive compensation, the Compensation Committee reviewed the following data provided by BCG:

  15. Peer Group Bank Holding Companies

    | ● | Total cash compensation = Base salary + Annual cash incentives / bonus; |

  16. Peer Group Bank Holding Companies

    | ● | Direct compensation = Total cash compensation + Three-year average equity awards (equity granted in years 2022-2024 by the 20-peer bank holding companies); and |

  17. Peer Group Bank Holding Companies

    | ● | Total compensation = Direct compensation + Other compensation + Retirement Benefits / Perquisites. |

  18. Peer Group Bank Holding Companies

    The Committee’s evaluation of the peer group comparison and BCG’s assessment of our compensation practices and levels concluded:

  19. Peer Group Bank Holding Companies

    | ● | The Company’s base salaries as compared to the market data are generally within or below the competitive range of +/-15% for most data comparisons; |

  20. Peer Group Bank Holding Companies

    | ● | The Company has adequate and appropriate compensation tools available to attract, motivate and retain high-quality, skilled executives and to provide a mix of short- and long-term compensation opportunities; |

  21. Peer Group Bank Holding Companies

    | ● | When compared to peer, the Company’s three-year average equity grants (as a percent of salary) are below the peer group 25th percentile; |

  22. Peer Group Bank Holding Companies

    | ● | For “Direct compensation,” the Company was generally near median levels of the peer group; and |

  23. Peer Group Bank Holding Companies

    | ● | Executive benefits and perquisites are competitive when compared to the peer group and industry standards. |

  24. Annual Base Salaries

    | ● | market data provided by independent outside consultants, such as BCG (peer group and banking industry survey data); |

  25. Non-Equity Incentive Compensation

    Non-Equity Incentive Compensation The Incentive Compensation Plan is a company-wide performance-based incentive compensation program which is intended to link incentive compensation directly to the Company’s and individual’s performance and, thereby, to shareholder value. The following were some of the 2025 organization-wide objectives supported by the plan:

  26. Non-Equity Incentive Compensation

    | ● | build a high-performance financial company; |

  27. Non-Equity Incentive Compensation

    | ● | grow the business; |

  28. Non-Equity Incentive Compensation

    | ● | ensure sound operations, policies and procedures; and |

  29. Non-Equity Incentive Compensation

    | ● | build on the value proposition strength within each business unit. |

  30. Non-Equity Incentive Compensation

    The following table sets forth the range of potential payouts under the 2025 Incentive Compensation Plan for the NEOs. When determining the incentive plan opportunity levels, the Compensation Committee evaluated competitive market data (peer group and banking industry data for banks between $1 billion and $3.5 billion in asset size as provided by the 2025 BCG executive compensation analysis) along with the experience level, duties, and responsibilities expected of each NEO position. The overall 2025 Incentive Compensation Plan earning opportunities as a percent of salary were unchanged from 2024. The Company and the Compensation Committee determined that they remained competitive and appropriate for 2025. The Incentive Compensation Plan has a minimum after tax net income ($6.5 million in 2025) “circuit breaker” [below which no incentive payouts will be made] and requires employees to be employed in “good standing” to receive a payout.

  31. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

  32. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | | Payouts Under Non-Equity Incentive Plan (as a % of Base Salary) | | | 2025 Actual Payouts (as a % | | Executive Officer | Threshold | Target | Maximum | of salary(1)) | | Mark A. Klein | 15.0% | 30.0% | 60.0% | 54.27% | | Anthony V. Cosentino | 12.5% | 25.0% | 50.0% | 45.07% | | Ernesto Gaytan | 12.5% | 25.0% | 50.0% | 44.53% |

  33. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | (1) 2025 salaries as reported in the Summary Compensation Table. |

  34. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    The 2025 Incentive Compensation Plan goals and weightings remained largely unchanged from 2024 And are set forth in the table below. The performance criteria are reviewed annually, and the Company believes they remain the most appropriate measures of annual performance based on the Company’s strategic goals.

  35. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | Mark A. Klein 2025 Non-Equity Incentive Results | | | | | | | | Goal | Weighting | Threshold | Target | Maximum | Actual 2025 Result | Cash Reward | | Return on Assets (%) | 20% | 0.80 | 0.87 | 0.95 | 0.93 | $51,395 | | Diluted EPS | 10% | $1.72 | $1.86 | $1.95 | $2.19 | $29,369 | | Efficiency Ratio (%) | 20% | 74.50 | 73.00 | 71.00 | 71.33 | $53,891 | | Non-performing Asset Ratio* | 10% | 65% | 70% | 80% | 66% | $22.027 | | Charge offs & Loss on Assets* | 10% | 60% | 65% | 75% | 65% | $29,369 | | Return on Tangible Common Equity | 10% | 10% | 11.50% | 13% | 13.22% | $29,369 | | Common Stock Price** | 20% | 75% | 100% | 125% | 196% | $58,737 | | | | | | | TOTAL | $274,157 |

  36. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | * As compared to internal peer group of publicly traded bank holding companies of asset size between $1 billion and $2.77 billion. |

  37. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | ** As compared to the KBW NASDAQ Regional Bank Index (KRX). |

  38. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | Anthony V. Cosentino 2025 Non-Equity Incentive Results | | | | | | | | Goal | Weighting | Threshold | Target | Maximum | Actual 2025 Result | Cash Reward | | Return on Assets (%) | 15% | 0.80 | 0.87 | 0.95 | 0.93 | $17,174 | | Diluted EPS | 10% | $1.72 | $1.86 | $1.95 | $2.19 | $13,085 | | Efficiency Ratio (%) | 20% | 74.50 | 73.00 | 71.00 | 71.33 | $24,010 | | Non-performing Asset Ratio* | 15% | 65% | 70% | 80% | 66% | $14,720 | | Charge offs & Loss on Assets* | 10% | 60% | 65% | 75% | 65% | $13,085 | | Return on Tangible Common Equity | 10% | 10% | 11.50% | 13% | 13.22% | $13,085 | | Common Stock Price** | 20% | 75% | 100% | 125% | 196% | $26,170 | | | | | | | TOTAL | $121,329 |

  39. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | * As compared to internal peer group of publicly traded bank holding companies of asset size between $1 billion and $2.77 billion. |

  40. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | ** As compared to the KBW NASDAQ Regional Bank Index (KRX) |

  41. Non-Equity Incentive Compensation Plan Opportunity Levels for 2025 Fiscal Year and Actual Payouts Made

    | Ernesto Gaytan 2025 Non-Equity Incentive Results * | | | | | | | | Goal | Weighting | Threshold | Target | Maximum | Actual 2025 Result | Cash Reward | | Diluted EPS | 15% | $1.72 | $1.86 | $1.95 | $2.19 | $18,452 | | IT Audit Performance | 40% | 80% | 90% | 100% | 97% | $42,222 | | Efficiency Ratio (%) | 10% | 74.50 | 73.00 | 71.00 | 71.33 | $11,287 | | Bank Deposit Balance Growth | 20% | $61,187,893 | $81,583,857 | $122,375,786 | $216,532,344 | $24,603 | | Return on Assets (%) | 15% | 0.80 | 0.87 | 0.95 | 0.93 | $16,146 | | | | | | | TOTAL | $112,710 |

  42. Equity-Based Awards

    Equity-Based Awards The Company believes that it is also important to provide equity compensation, which serves as an incentive for long-term corporate financial performance. The Company’s equity incentive plans are intended to encourage participants to acquire and retain financial interest in the Company, to remain in the service of the Company and its subsidiaries and to put forth maximum efforts for the success of the Company and its subsidiaries. Equity based awards enable the Company and its subsidiaries to compete effectively for the services of potential employees and directors by furnishing an additional incentive to join and/or remain with the Company and its subsidiaries. Our 2017 Plan authorizes grants of incentive stock options, non-qualified stock options, stock appreciation rights, restricted common shares, and restricted stock units. The 2017 Plan prohibits backdating or re-pricing of stock options and the minimum vesting period for restricted stock awards is three years. In recent years, the Company has granted equity to executive officers in the form of restricted common shares (“Restricted Shares”) with a four-year ratable vesting schedule (25% per year, beginning one year from date of grant). The Compensation Committee determined that the use of Restricted Shares is very prevalent within the banking industry based on our independent compensation consultant studies and regulatory best practices and, as such, determined that it was appropriate from a market competitive standpoint to continue to incent executives with this type of equity award in 2025. As a result, pursuant to the SB Financial Long-Term Compensation Plan, on February 5, 2026, the Company granted Restricted Shares to its executive officers, including the NEOs and other management, as determined by the Company’s Return on Average Assets (ROAA) performance for the 2025 fiscal year. The Plan’s performance objectives are determined by using the Company’s performance history, peer data, market data, and management’s judgment of what reasonable levels can be reached based on previous experience. The table below sets forth the 2025 grant levels for the NEOs based on 2025 ROAA performance. For 2025, the grant levels were increased by 25 percent compared to the 2024 grant levels to better align with the peer level incentives. For the 2025 fiscal year, the Company’s equity-based incentive ROAA maximum level was 95 basis points with the target level at 87 basis points and the threshold level at 80 basis points. The grant date fair value of the Restricted Shares shown in the table below will be reflected in our 2027 proxy statement.

  43. Equity Incentive Plan Restricted Share Grant Levels (Granted in 2026)

    Equity Incentive Plan Restricted Share Grant Levels (Granted in 2026)

  44. Equity Incentive Plan Restricted Share Grant Levels (Granted in 2026)

    | | Actual Restricted Shares Award | Share Grants Under Equity Incentive Plan | | | | Executive Officer | Earned in 2025 | Threshold | Target | Maximum | | Mark A. Klein | 7,348 | 1,875 | 3,750 | 7,500 | | Anthony V. Cosentino | 3,672 | 940 | 1,875 | 3,750 | | Ernesto Gaytan | 3,672 | 940 | 1,875 | 3,750 |

  45. Timing of Equity Awards

    Timing of Equity Awards The Company has not granted stock options in more than sixteen years. The Company does not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s common stock, such as a significant positive or negative earnings announcement, nor does the Company time the public release of such information based on equity grant dates. In addition, the Company does not grant equity awards during periods in which there is material nonpublic information about the Company, including during “blackout” periods or outside a “trading window” established pursuant to the Company’s Insider Trading Policy. These restrictions do not apply to other types of equity awards that do not include an exercise price related to the market price of the Company’s common shares on the date of grant. If stock options were to be granted in the future, the Compensation Committee would determine the grant date, and the Company’s executive officers would not be permitted to choose the grant date for any stock option grants.

  46. Employment, Change of Control Benefits and Severance Benefits

    Employment, Change of Control Benefits and Severance Benefits The Company and the Bank have entered into certain Employment, Change in Control, and Supplemental Executive Retirement Plan Agreements with executive officers, including the NEOs, which are summarized below under the heading “AGREEMENTS WITH EXECUTIVE OFFICERS” beginning on page 20 of this proxy statement. Other Benefits and Perquisites. The Company also provides its executive officers with a few additional perquisites and other personal benefits, such as 401(k) matching contributions, auto allowances, life insurance benefits, social dues and memberships, that the Compensation Committee believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain quality employees for key positions.

  47. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The following table sets forth the cash compensation as well as certain other compensation awarded or paid to, or earned by, each of the NEOs of the Company.

  48. Summary Compensation Table for 2025

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Name and Principal Position(s) | Year | Salary | Bonus | Stock Awards (1) | Nonequity Incentive Plan Compensation (2) | Change in Pension Value & Deferred Compensation Earnings (3) | All Other Compensation (4) | Total | | Mark A. Klein | | | | | | | | | | Chairman, President & CEO | 2025 | $505,819 | -- | $162,685 | $274,157 | $42,005 | $55,759 | $1,040,425 | | of the Company and State Bank | 2024 | 482,676 | -- | 43,111 | 84,992 | 15,407 | 55,933 | 682,119 | | Anthony V. Cosentino | | | | | | | | | | Executive Vice President & Chief Financial Officer of | 2025 | 269,185 | -- | 81,298 | 121,329 | 32,575 | 26,000 | 530,387 | | the Company and State Bank | 2024 | 258,059 | -- | 21,556 | 37,867 | 30,344 | 24,850 | 372,676 | | Ernesto Gaytan | | | | | | | | | | Executive Vice President & Chief Technology | 2025 | 253,072 | -- | 81,298 | 112,710 | 25,000 | 16,396 | 488,476 | | Innovation Officer of State Bank | 2024 | 242,613 | -- | 21,556 | 54,624 | 25,000 | 14,599 | 358,392 |

  49. Summary Compensation Table for 2025

    | (1) The amounts shown in column (e) reflect the equity award payouts under the SB Financial Long-Term Compensation Plan and are computed in accordance with FASB ASC Topic 718. Such equity award payouts in 2025 and 2024 consisted of awards of Restricted Shares granted under the 2017 Plan of the Company with a grant date fair value of $22.14 in 2025 and a grant date fair value of $23.43 in 2024. Grants of Restricted Shares have a four-year ratable vesting schedule. The number of Restricted Shares granted in 2025 included 7,348 shares to Mr. Klein, and 3,672 shares to Mr. Cosentino and Mr. Gaytan. The number of Restricted Shares granted in 2024 included 1,840 shares to Mr. Klein, and 920 shares to Mr. Cosentino and Mr. Gaytan. |

  50. Summary Compensation Table for 2025

    | (2) The amounts shown in column (f) reflect cash incentives earned under the Company’s Incentive Compensation Plan with respect to the Company’s performance for the applicable year. |

  51. Summary Compensation Table for 2025

    | (3) The amounts shown in column (g) reflect the actuarial increase in the present value of the NEO’s accumulated benefits under his SERP Agreement determined using assumptions consistent with those used in the Company’s financial statements and includes amounts that the NEO may not currently be entitled to receive because such amounts are not vested. |

  52. Summary Compensation Table for 2025

    | (4) The amount shown in column (h) reflects “All Other Compensation”, which includes the following perquisites and personal benefits: |

  53. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table sets forth the payments that would have been made to the NEOs if any of the events detailed in the table had occurred on December 31, 2025. These payments reflect amounts and benefits payable under each of the agreements with the NEOs. Actual payment amounts can only be determined at the time of an NEO’s actual separation from service from the Company.

  54. Potential Payments Upon Termination or Change-in-Control

    | Name | Voluntary Termination on 12/31/25 | Termination without cause under Change of Control on 12/31/25 | Death on 12/31/25 | Retirement on 12/31/25 | Disability on 12/31/25 | | Mark A. Klein | | | | | | | Lump sum COC payment | $-- | $1,565,986 | $-- | $-- | $-- | | Cobra | 75,680 | 113,520 | -- | -- | -- | | Group Term Life Insurance | -- | -- | 1,047,482 | -- | -- | | Value of Stock | 247,954 | 247,954 | 247,954 | 247,954 | 247,954 | | SERP | 2,042,591 | 2,042,591 | -- | 2,042,591 | 2,042,591 | | BOLI | -- | -- | 1,974,320 | -- | -- | | Total | $2,366,225 | $3,970,051 | $3,269,756 | $2,290,545 | $2,290,545 | | Anthony V. Cosentino | | | | | | | Lump sum COC payment | $-- | $554,796 | $-- | $-- | $-- | | Cobra | -- | 75,680 | -- | -- | -- | | Group Term Life Insurance | -- | -- | 554,796 | -- | -- | | Value of Stock | 123,977 | 123,977 | 123,977 | 123,977 | 123,977 | | SERP | 649,111 | 624,146 | -- | 416,097 | 598,727 | | BOLI | -- | -- | 649,790 | -- | -- | | Total | $773,088 | $1,378,599 | $1,328,563 | $540,074 | $722,714 | | Ernesto Gaytan | | | | | | | Lump sum COC payment | $-- | $521,588 | $-- | $-- | $-- | | Cobra | -- | 56,760 | -- | -- | -- | | Group Term Life Insurance | -- | -- | 521,588 | -- | -- | | Value of Stock | 123,977 | 123,977 | 123,977 | 123,977 | 123,977 | | SERP | -- | 75,000 | -- | -- | -- | | BOLI | -- | -- | 550,000 | -- | -- | | Total | $123,977 | $777,325 | $1,195,565 | $123,977 | $123,977 |

  55. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information regarding the unvested Restricted Shares held by each of the NEOs as of December 31, 2025. All stock options previously granted under the Company’s 2008 Stock Incentive Plan have either been exercised or expired. All of the Restricted Shares listed in the table below were granted under the Company’s 2017 Plan. Dollar amounts have been rounded up to the nearest whole dollar.

  56. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  57. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards (1) | | | Name | Number of Shares or Units of Stock that have not Vested (1) | Market Value of Shares or Units of Stock that have not Vested ($) | | Mark A. Klein | 3,507(a) | $78,101 | | | 2,007(b) | 44,696 | | | 1,319(c) | 29,374 | | | 460(d) | 10,244 | | Anthony V. Cosentino | 1,755(a) | $39,084 | | | 1,005(b) | 22,381 | | | 660(c) | 14,698 | | | 230(d) | 5,122 | | Ernesto Gaytan | 1,755(a) | $39,084 | | | 1,005(b) | 22,381 | | | 660(c) | 14,698 | | | 230(d) | 5,122 |

  58. Outstanding Equity Awards at Fiscal Year-End

    | (1) Restricted Shares are subject to restrictions on transferability and risk of forfeiture until they become fully vested on (a) February 5, 2026, (b) February 5, 2027, (c) February 5, 2028, and (d) February 5, 2029. The Market Value of Restricted Shares was computed based on the closing market price of the Company’s Common Shares on December 31, 2025 ($22.27). |

  59. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  60. Pay Versus Performance Table for 2025

    Pay Versus Performance Table for 2025

  61. Pay Versus Performance Table for 2025

    | | Summary | | Average Summary | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | Year | Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Compensation Table Total for Non-PEO NEOs(3) | Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Net Income (millions)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $1,040,424 | $802,755 | $509,432 | $461,626 | $109 | $14.0 | | 2024 | 682,119 | 637,313 | 365,534 | 418,316 | 135 | 11.5 | | 2023 | 646,276 | 593,304 | 324,538 | 340,287 | 92 | 12.1 |

  62. Pay Versus Performance Table for 2025

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Klein, Chairman, President, and Chief Executive Officer, the Company’s principal executive officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table of the proxy statement for the applicable year. |

  63. Pay Versus Performance Table for 2025

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Klein, 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. Klein during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Klein’s total compensation for each year to determine the compensation actually paid: |

  64. Pay Versus Performance Table for 2025

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Acturial Present Value of Pension Benefits(c) | Pension Benefit Adjustments (d) | Compensation Actually Paid to PEO | | 2025 | $1,040,424 | $(162,685) | $53,015 | $(42,005) | $(85,994) | $802,755 | | 2024 | 682,119 | (43,111) | 116,371 | (15,407) | (102,659) | 637,313 | | 2023 | 646,276 | (53,980) | 48,785 | (16,396) | (31,381) | 593,304 |

  65. Pay Versus Performance Table for 2025

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table of the proxy statement for the applicable year. |

  66. Pay Versus Performance Table for 2025

    | (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 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. |

  67. Pay Versus Performance Table for 2025

    The amounts deducted or added in calculating the equity award adjustments are as follows:

  68. Pay Versus Performance Table for 2025

    | 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 | | 2025 | $40,977 | $17,313 | $- | $(5,275) | $- | $- | $53,015 | | 2024 | 71,847 | 49,423 | - | (4,899) | - | - | 116,371 | | 2023 | 42,243 | (16,000) | - | 22,542 | - | - | 48,785 |

  69. Pay Versus Performance Table for 2025

    | (c) The amounts included in this column are the amounts reported in “Change in Pension Value & Deferred Compensation Earnings” column of the Summary Compensation Table of the proxy statement for the applicable year. |

  70. Pay Versus Performance Table for 2025

    | (d) The total pension benefit adjustments for each applicable year include the aggregate of two components related to Mr. Klein’s SERP Agreement: (i) the actuarially determined service cost for services rendered by Mr. Klein 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. |

  71. Pay Versus Performance Table for 2025

    The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  72. Pay Versus Performance Table for 2025

    | Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2025 | $(31,831) | $(54,163) | $(85,994) | | 2024 | (54,163) | (48,496) | (102,659) | | 2023 | (48,496) | 17,115 | (31,381) |

  73. Pay Versus Performance Table for 2025

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Klein) in the “Total” column of the Summary Compensation Table of the proxy statement for the applicable year. The names of each of the NEOs (excluding Mr. Klein) included for purposes of calculating the average amounts in each applicable year are Anthony V. Cosentino (our Executive Vice President and Chief Financial Officer) and Ernesto Gaytan (our Chief Technology Innovation Officer). |

  74. Pay Versus Performance Table for 2025

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Klein), 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. Klein) 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. Klein) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  75. Pay Versus Performance Table for 2025

    | 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 | | 2025 | $509,432 | $(81,298) | $25,744 | $(28,788) | $36,536 | $461,626 | | 2024 | 365,534 | (21,556) | 62,777 | (27,672) | 39,233 | 418,316 | | 2023 | 324,538 | (27,021) | 24,382 | (16,383) | 34,771 | 340,287 |

  76. Pay Versus Performance Table for 2025

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  77. Pay Versus Performance Table for 2025

    | 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 | | 2025 | $20,488 | $7,895 | $- | $(2,639) | $- | $- | $25,744 | | 2024 | 35,923 | 24,742 | - | 2,112 | - | - | 62,777 | | 2023 | 21,122 | (8,008) | - | 11,268 | - | - | 24,382 |

  78. Pay Versus Performance Table for 2025

    | (b) The amounts deducted or added in calculating the total pension benefit adjustments are as follows: |

  79. Pay Versus Performance Table for 2025

    | Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments | | 2025 | $18,170 | $18,366 | $36,536 | | 2024 | 18,366 | 20,868 | 39,233 | | 2023 | 20,868 | 13,903 | 34,771 |

  80. Pay Versus Performance Table for 2025

    | (5) Cumulative Total Shareholder Return (“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 Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  81. Pay Versus Performance Table for 2025

    | (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  82. Pay Versus Performance Table for 2025

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section captioned “COMPENSATION OF EXECUTIVE OFFICERS” beginning on page 11 of this proxy statement, the Company’s executive compensation program includes variable components in the form of cash- and equity-based incentive bonus awards. While the Company utilizes several performance measures to align executive compensation with Company performance, all those Company measures are not presented in the “Pay Versus Performance Table for 2025”. Moreover, the Company seeks to incentivize both short-term and long-term performance and therefore does not specifically align the Company’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 Company is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table for 2025”. Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Klein and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Klein) was directionally aligned with the Company’s cumulative TSR Between 2023 and 2024 but was not directionally aligned between 2024 and 2025. The alignment of compensation actually paid with the Company’s cumulative TSR between 2023 and 2024 is largely due to the fact that a material portion of the compensation actually paid to Mr. Klein and to the other NEOs is comprised of cash and equity-based incentive compensation that takes into account, among various other factors, the Company’s common stock price as well as other performance measures (such as Return on Assets and Diluted EPS) that can generally impact the Company’s common stock price. The lack of alignment between 2024 and 2025 was due to the general weakness in regional bank stocks compared to the prior year. For additional information regarding the performance measures used to determine cash- and equity-based incentive compensation for the Company’s NEOs, see the section captioned “COMPENSATION OF EXECUTIVE OFFICERS—2025 Executive Compensation Components” beginning on page 14 of this proxy statement. Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of compensation actually paid to Mr. Klein and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Klein) was generally aligned with the Company’s net income for the years presented in the “Pay Versus Performance Table for 2025”. While the Company does not use net income as a specific performance measure in the overall executive compensation program, the measure of net income is correlated with other performance measures, such as Return on Assets and Diluted EPS, which the Company does use for setting goals for the cash- and equity-based incentive compensation awarded to the NEOs. For additional information regarding the performance measures used to determine cash- and equity-based incentive compensation for the Company’s NEOs, see the section captioned “COMPENSATION OF EXECUTIVE OFFICERS—2025 Executive Compensation Components” beginning on page 14 of this proxy statement.

  83. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company uses a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Company considers the significant amount of time and expertise that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board. It is the policy of the Compensation Committee to conduct a periodic, independent review of the Company’s director compensation programs to verify the reasonableness of its director compensation program as compared to peer groups and compliance with all applicable federal and state laws, rules and regulations. The independent reviews are conducted by a firm or individual who does not provide other services or products to the Company beyond compensation consulting. In addition, the independent firm must not have any other personal or business relationships with any Board member or any officer of the Company. The Compensation Committee considers all relevant factors, in determining that the work performed by its compensation consultants does not raise a conflict of interest. In 2025, the Compensation Committee engaged the services of BCG, a nationally recognized independent financial institution compensation consulting company to assess our director compensation as compared to market practices. This engagement focused on all aspects of director compensation, including board retainer and meeting fees, committee fees, equity grants and other compensation and perquisites. As part of this director compensation review, BCG utilized the same peer group of publicly traded bank holding companies that was used in connection with the 2025 executive total compensation review as set forth on page 11 and gathered and reviewed total director compensation and performance data for these peer bank holding companies. BCG also provided additional banking industry survey data regarding director compensation and trends. The report confirmed our director pay levels were competitive versus market (above the 50th percentile of peer). The report of findings from this study was utilized by the Compensation Committee to assist it in making board compensation recommendations and decisions in 2025. Based upon this review, among other factors, it was determined that slight increases to director compensation in both cash, equity, and Lead Independent Director annual payment were needed from 2024 to 2025. It is the Company’s intent to conduct these studies periodically as needed for the compensation committee to ensure the appropriateness of its compensation program.

  84. Director Compensation for 2025 Fiscal Year

    Director Compensation for 2025 Fiscal Year The table below summarizes the compensation awarded or paid to, or earned by, each of the non-employee directors of the Company during the 2025 fiscal year. No director who is also an employee of the Company or one of its subsidiaries receives compensation for his service as a director or as a committee member of the Company or any of its subsidiaries.

  85. Director Compensation Table for 2025 Fiscal Year

    Director Compensation Table for 2025 Fiscal Year

  86. Director Compensation Table for 2025 Fiscal Year

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards (2) | All Other Compensation | Total | | George W. Carter | $43,295 | $20,736 | -- | $64,031 | | Timothy L. Claxton | 44,345 | 20,736 | -- | 65,081 | | Gaylyn J. Finn | 49,882 | 20,736 | -- | 70,618 | | Richard L. Hardgrove | 60,495 | 20,736 | -- | 81,231 | | Tom R. Helberg | 44,345 | 20,736 | -- | 65,081 | | Rita A. Kissner | 41,545 | 20,736 | -- | 62,281 | | William G. Martin | 40,820 | 20,736 | -- | 61,556 | | Timothy J. Stolly | 45,210 | 20,736 | -- | 65,946 | | Sue A. Strausbaugh | 800 | 911 | -- | 1,711 |

  87. Director Compensation Table for 2025 Fiscal Year

    | (1) Represents the combined fees for service as a director of the Company and the Bank. |

  88. Director Compensation Table for 2025 Fiscal Year

    | (2) Amounts reflect the aggregate grant date fair value of Restricted Shares, computed in accordance with FASB ASC Topic 718. Restricted Share grants of 1,024 shares were granted to each director of the Company on February 5, 2025 at a price of $23.43 per share and all shares vested on August 5, 2025 with a vesting price of $20.25. |