DEF 14A of Stock Yards Bancorp, Inc., Mar 12, 2025

DEF 14A of Stock Yards Bancorp, Inc.

Filed Mar 12, 2025 · FY20240001437749-25-007118

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Board Size and Term of Office

    Board Size and Term of Office Our Bylaws specify that the Board of Directors shall consist of not less than nine nor more than 20 directors. Within this range, the number of directors to be elected at each annual meeting of shareholders may be fixed from time to time by resolution of the Board of Directors adopted prior to the giving of notice of the meeting or by later resolution adopted by the shareholders at the annual meeting. The Board of Directors has fixed the number of directors to be elected at the 2025 Annual Meeting at 12. Directors serve a one-year term and hold office until the Annual Meeting following the year of their election and until his or her successor is elected and qualified, subject to his or her death, resignation, retirement, removal or disqualification. All of the Company’s directors also currently serve as directors of the Bank. If elected, all of the nominees for election at the Annual Meeting are expected to continue serving as Bank directors following the meeting.

  3. Nominees for Election

    Nominees for Election The Nominating and Corporate Governance Committee of the Board of Directors has presented a slate of 12 nominees for election as directors at the 2025 Annual Meeting. If elected, we expect that all of the nominees will serve as directors and hold office until the 2026 annual meeting of shareholders and until their respective successors have been elected and qualified. However, if for any reason a nominee should become unable or unwilling to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board may reduce the number of directors to be elected. The Board has no reason to believe that any nominee will be unable or unwilling to serve as a director if elected. The Board of Directors presently consists of 12 members. All nominees currently serve on our Board of Directors and were last elected to the Board of Directors by shareholders at the 2024 Annual Meeting. Except for Ms. Wells, there are no arrangements or understandings between or among any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. We refer you to the section captioned “Commonwealth Bancshares Investor Agreement” on page 22 of this Proxy Statement for a discussion of our agreement with the principal shareholders of Commonwealth Bancshares to consider and, if acceptable to Stock Yards, nominate a qualified individual designated by those principal shareholders for election to our Board of Directors. There are no family relationships between any of our directors or executive officers and any other directors or executive officers. Unless otherwise directed, shares represented by a properly submitted proxy will be voted for the election of each nominee. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the 12 nominees named in this Proxy Statement. To be elected in an uncontested election, a director nominee must receive a majority of the total votes cast for his or her election. Because we did not receive advance notice by the deadline established in our Bylaws of any shareholder nominees for director, this election of directors is an uncontested election. Table of Contents The following table contains information about the 12 nominees for election at the 2025 Annual Meeting. Each nominee has consented to being named in this Proxy Statement and agreed to serve as a director if elected.

  4. Nominees for Election

    | Name | Age (1) | Independent | Director Since | Principal Occupation (2) | Seats Held on Other Public Company Boards of Directors | | Shannon B. Arvin | 50 | ✔ | 2021 | President and CEO, Keeneland Association | None | | Paul J. Bickel III | 69 | ✔ | 2017 | President, U.S. Specialties | None | | Allison J. Donovan | 44 | ✔ | 2022 | Member, Stoll Keenon Ogden PLLC | None | | David P. Heintzman | 65 | ✔ | 1992 | Former Chairman of the Boards and Retired Chief Executive Officer, Stock Yards Bancorp, Inc. and Stock Yards Bank & Trust Company | None | | Carl G. Herde | 64 | ✔ | 2005 | Vice President/Financial Policy, Kentucky Hospital Association | None |

  5. Nominees for Election

    | Name | Age (1) | Independent | Director Since | Principal Occupation (2) | Seats Held on Other Public Company Boards of Directors | | James A. Hillebrand | 56 | | 2008 | Chairman of the Boards and Chief Executive Officer, Stock Yards Bancorp, Inc. and Stock Yards Bank & Trust Company | None | | Richard A. Lechleiter | 66 | ✔ | 2007 | President, Catholic Education Foundation of Louisville | None | | Philip S. Poindexter | 58 | | 2022 | President, Stock Yards Bancorp, Inc. and Stock Yards Bank & Trust Company | None | | Stephen M. Priebe | 61 | ✔ | 2012 | President, Hall Contracting of Kentucky | None | | Edwin S. Saunier | 67 | ✔ | 2021 | President, Saunier North American, Inc. | None | | John L. Schutte | 61 | ✔ | 2018 | Chief Executive Officer, GeriMed, Inc. | None | | Laura L. Wells | 50 | ✔ | 2022 | Freelance Journalist | None |

  6. Nominees for Election

    | (1) Ages listed are as of December 31, 2024. |

  7. Nominees for Election

    | (2) Each nominee has been engaged in his or her principal occupation or employment for five years or more, with the exception of Ms. Arvin. |

  8. Board Composition

    Board Composition Our nominees for director represent a balance of skills, experience and perspectives that provide effective leadership and oversight of the Company’s business and are aligned with our business and strategies, particularly our community bank orientation. The following charts present information on the composition of our Board of Directors. Diversity data is based on information self-identified by each nominee to the Company.

  9. Board Diversity

    Board Diversity The following chart provides certain demographic information about the 12 director nominees. Diversity characteristics are based on information self-identified by each nominee to the Company.

  10. Board Diversity

    | Board Diversity Matrix (As of February 28, 2025) | | | | | | Total Number of Directors | 12 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 7 | | 2 | | Part II: Demographic Background | | | | | | African American or Black | | | | | | Alaskan Native or American Indian | | | | | | Asian | | | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 2 | 7 | | | | Two or More Races or Ethnicities | 1 | | | | | LGBTQ+ | | | | | | Did Not Disclose Demographic Background | 2 | | | |

  11. Director Skills Matrix

    Director Skills Matrix The matrix below identifies certain skills, qualifications and experience that the Board believes are relevant to our business and achievement of our long-term goals and strategies. An individual director may possess other skills, qualifications and experience not indicated in the matrix that may also be relevant and valuable to their service on our Board.

  12. Director Skills Matrix

    | Qualifications and Experience | Arvin | Bickel | Donovan | Heintzman | Herde | Hillebrand | Lechleiter | Poindexter | Priebe | Saunier | Schutte | Wells | Total | | Executive Leadership | x | | | x | x | x | x | x | x | | x | | 8 | | Accounting/Financial Reporting | | | | x | x | | x | | | x | x | | 5 | | Commercial Real Estate | | x | | | | x | | | | | x | | 3 | | Legal and Regulatory | x | | x | x | | x | | x | | | | | 5 | | Sales and Marketing | x | x | | | | x | x | x | | | x | x | 7 | | Community Engagement | x | x | x | | x | x | x | x | x | | | | 8 | | Banking and Financial Services | | | x | x | x | x | | x | x | | | x | 7 | | Mergers and Acquisitions | | | x | x | x | x | x | x | | | x | | 7 | | Strategic Planning | x | x | | x | x | x | x | x | x | | x | | 9 | | Risk Management | | | | x | x | x | x | x | | x | | x | 7 | | Corporate Governance | x | | x | x | x | x | x | x | x | | | | 7 | | Small Business | x | x | | x | | x | | x | x | x | x | | 8 | | Customer Experience | x | x | | x | x | x | | x | x | x | x | x | 10 |

  13. Director Skills Matrix

    Executive Leadership Experience in an executive leadership position that provides the skill and perspective to understand and direct business operations, manage human capital, analyze risk, manage organizational change and develop and implement strategic plans. Accounting/Financial Reporting Knowledge of or experience in accounting, financial reporting or auditing processes that assists the Board in overseeing our financial condition, financial management systems and the effectiveness of our internal controls, and ensuring accuracy and transparency in financial reporting and disclosure. Commercial Real Estate Experience as investors, owners and developers in the development operation and financing of commercial real estate projects in our market areas that assists the Board in overseeing and evaluating risk in our commercial real estate loan portfolio. Legal and Regulatory Knowledge of and experience in legal and regulatory matters, particularly regulated business, that assists the Board in understanding and analyzing legal regulatory and compliance requirements and related risks and advising management with regard to relationships with our regulators. Sales and Marketing Experience in managing sales and marketing activities, particularly for new products and markets and the adoption and use of digital marketing strategies that assists the Board in developing strategies to attract and retain customers and grow market share in each of our markets. Community Engagement Leadership experience with civic, charitable or community service organizations or in governmental or public policy roles that positively impact the reputation, image and public profile of our company in our local communities. Banking and Financial Services Experience in the banking or financial services industry that assists the Board in understanding the key drivers of success in our core lines of business, including the development of innovative financial products and services to meet the changing banking needs of our customers. Mergers and Acquisitions Leadership experience with the planning, analysis and execution of mergers and acquisitions transactions and the integration of people, operations and systems that assists the Board in evaluating business development opportunities to complement our core strategy of organic growth. Strategic Planning Experience in the development and implementation of operating plans and business strategies. Risk Management Knowledge of or experience with oversight of corporate risk and risk management functions that assists the Board in identifying and evaluating the key areas of risk within our company and establishing an appropriate framework for managing and controlling risk. Corporate Governance Knowledge of public company governance practices and policies that assists the Board in considering and adopting sound governance practices, adherence to high standards or ethical business conduct and understanding the impact of those policies and practices on our business. Small Business Experience in ownership and/or managerial positions with small and medium size businesses that assists the Board in understanding the banking and credit needs of this segment of our customer base and how the Bank interacts with its commercial and business customers. Customer Experience Experience in consumer-focused businesses that assists the Board in developing strategies to strengthen brand awareness and customer loyalty, build customer relationships, attract new customers and enhance the overall customer experience.

  14. Additional Information Regarding the Background and Qualifications of Director Nominees

    Additional Information Regarding the Background and Qualifications of Director Nominees The Nominating and Corporate Governance Committee considers the particular experience, qualifications, attributes and expertise of each nominee for election to the Board. Having directors with different points of view, professional experience, education and skills provides broader perspectives and more diverse considerations valuable to the directors as they fulfill their leadership roles. Potential Board candidates are evaluated based upon various criteria, including:

  15. Additional Information Regarding the Background and Qualifications of Director Nominees

    | ● | Direct industry knowledge, broad-based business experience, or professional skills that indicate the candidate will make a significant and immediate contribution to the Board’s discussion and decision-making in the array of complex issues facing Bancorp; |

  16. Additional Information Regarding the Background and Qualifications of Director Nominees

    | ● | Behavior and reputation that indicate he or she is committed to the highest ethical standards and the values of Bancorp; |

  17. Additional Information Regarding the Background and Qualifications of Director Nominees

    | ● | Special skills, expertise, and background that add to and complement the range of skills, expertise, and background of the existing directors; |

  18. Additional Information Regarding the Background and Qualifications of Director Nominees

    | ● | The ability to contribute to broad Board responsibilities, including succession planning, management development, and strategic planning; and |

  19. Additional Information Regarding the Background and Qualifications of Director Nominees

    | ● | Confidence that the candidate will effectively, consistently, and appropriately take into account and balance the legitimate interests and concerns of all Bancorp’s shareholders in reaching decisions. |

  20. Additional Information Regarding the Background and Qualifications of Director Nominees

    Directors must have time available to devote to Board activities and to enhance their knowledge of Stock Yards Bancorp and the banking industry. Below is a summary of the Committee’s consideration and evaluation of each director nominee. Mrs. Arvin currently serves as the eighth President and CEO of Keeneland Association. Prior to this, Mrs. Arvin was a member of the Lexington, Kentucky law firm of Stoll Keenon Ogden, and served on the firm’s Board of Directors and Executive Committee. Mrs. Arvin also served as corporate counsel to Keeneland since 2008, and as secretary and member of Keeneland’s Board of Directors since 2015. Also, Mrs. Arvin currently holds the following positions: President of the Board of The Lexington School; Trustee of the Thoroughbred Owners and Breeders’ Association and the National Museum of Racing Hall of Fame; Member of the Jockey Club, The Jockey Club Safety Net Foundation; and Chairman of the Board of the National Thoroughbred Racing Association. Mrs. Arvin serves on the Nominating and Corporate Governance Committee of Bancorp and chairs the Bank’s Trust Committee. Mr. Bickel is founder and President of U.S. Specialties, a commercial building supply company. He has served as the managing member of several real estate development organizations in the Louisville, Kentucky area over the past 30 years. Outside of commercial endeavors, Mr. Bickel has been very active in the Louisville community, serving in a leadership capacity on numerous area non-profit boards. Mr. Bickel serves on the Audit Committee of Bancorp and the Bank’s Trust Committee. Ms. Donovan is a Member in the Lexington, Kentucky office of Stoll Keenon Ogden PLLC, a regional law firm practicing out of five cities in Kentucky and Indiana. Ms. Donovan has been with the firm since 2006 and concentrates primarily on corporate, securities, mergers and acquisitions and banking matters. She currently serves on the Board of the Lexington Children’s Museum and recently served as a director and President of the Kentucky Bar Foundation, as well as other community nonprofit boards, including the American Heart Association and the John W. Rowe Foundation, Inc. Ms. Donovan has previously participated in Leadership Central Kentucky and the Leadership Council on Legal Diversity Fellows program. Her extensive experience in banking and corporate law, as well as her previous experience as a director of another Kentucky-based banking institution, provide additional expertise to our Board and will complement the contributions of our other directors as we continue to develop and execute on our long-term strategies. Ms. Donovan serves on the Credit and Risk Committee and the Nominating and Corporate Governance Committee of Bancorp. Mr. Heintzman retired as Chief Executive Officer of Bancorp and the Bank as of September 30, 2018. From October 1, 2018, through December 31, 2018, he held the position of Executive Chairman and he continued to serve as non-executive Chairman of the Boards of Bancorp and the Bank until January 1, 2021. Mr. Heintzman holds an accounting degree, and prior to joining the Bank, worked as a certified public accountant for an international accounting firm. He joined the Bank in 1985 and, prior to his appointment as Chief Executive Officer, held a series of executive positions, including Chief Financial Officer, Executive Vice President and President. In January 2005, he assumed the position of Chairman and Chief Executive Officer. Mr. Heintzman was instrumental in the Bank’s growth strategies and profitable execution. His commitment to ethical standards set the example for the Bank and its employees, and his tenure and experience in all areas of the business provide a unique perspective of the business and strategic direction of the Company. Mr. Heintzman chairs the Credit and Risk Committee of Bancorp and serves on the Bank’s Trust Committee. Mr. Herde holds an accounting degree, is a Certified Public Accountant and joined Baptist Healthcare System, Inc., one of the largest not-for-profit health care systems in Kentucky, in 1984 as controller. He served as the Chief Financial Officer from 1993 until his retirement from Baptist in September 2016. He now serves as the Vice President/Financial Policy for the Kentucky Hospital Association. He has extensive experience in financial reporting and corporate finance. Mr. Herde chairs the Audit Committee of Bancorp and has been designated by the Board of Directors as an audit committee financial expert. He also serves on the Nominating and Corporate Governance Committee of Bancorp. Mr. Hillebrand was appointed Chief Executive Officer of Bancorp and the Bank effective October 1, 2018, and assumed the additional roles of Chairman of the Boards of each company effective January 1, 2021. He joined Stock Yards Bank in 1996 as director and developer of the private banking group. Prior to joining the Bank, he was with a regional bank and a community bank where he specialized in private banking. He has directed the expansion of the Bank into the Indianapolis and Cincinnati markets and was named President in 2008. Mr. Lechleiter is the President of the Catholic Education Foundation of Louisville. From February 2002 until his retirement in January 2014, he served as the Executive Vice President and Chief Financial Officer of Kindred Healthcare, Inc., a Fortune 500 healthcare services company based in Louisville. Mr. Lechleiter also served in senior financial positions at other large publicly held healthcare services companies such as Humana Inc. and HCA, Inc. during his professional financial career spanning nearly 35 years. His extensive experience in business leadership, financial reporting, corporate finance, investor relations, mergers and acquisitions and corporate governance is valuable to the Board. Mr. Lechleiter serves on the Audit Committee of Bancorp and has been designated by the Board of Directors as an audit committee financial expert. He also chairs the Compensation Committee of Bancorp. Mr. Poindexter was appointed President of Bancorp and the Bank in October 2018. He previously served as Chief Lending Officer of the Bank from 2008 until October 2018, and as Executive Vice President and Director of Commercial Banking of the Bank. Mr. Poindexter joined the Bank in 2004. Under his leadership as Chief Lending Officer, the Bank achieved record levels of organic loan growth. Mr. Poindexter has also been instrumental in promoting an active sales and service culture across all departments of the Bank with a focus on increased referral activity that has led to record levels of non-interest income for the Bank. Mr. Priebe is President of Hall Contracting of Kentucky, which provides construction services in the areas of heavy construction, asphalt, civil, pipeline, and highway and bridge construction. A registered professional civil engineer, he began his career at Hall in 1986. Mr. Priebe has had extensive involvement with many civic organizations throughout his career. He has worked with the Kentucky Transportation Cabinet Disadvantaged Business Enterprise Training Program and is actively mentoring a local electric contractor. Mr. Priebe’s business acumen and familiarity with the local and regional economic climate bring valuable perspective to the Board. Mr. Priebe serves as our Lead Independent Director, chairs the Nominating and Corporate Governance Committee of Bancorp and serves as a member of the Compensation Committee of Bancorp. Mr. Saunier currently serves as President of Saunier North American, Inc., a moving and storage company. Mr. Saunier is Past Chairman of the Winchester Clark County Chamber of Commerce in Winchester, Kentucky, founder of Leadership Winchester and Past President of Thoroughbred Club of America. Mr. Saunier serves on the Credit and Risk Committee and Compensation Committee of Bancorp.

  21. Additional Information Regarding the Background and Qualifications of Director Nominees

    Mr. Schutte is Chief Executive Officer of GeriMed, Inc., a nationwide group purchasing organization specializing in long-term care pharmacy services for independent pharmacies that serve long-term care providers, such as nursing homes, assisted living facilities, and hospice, as well as prison populations. In February 2017, he founded MainPointe Pharmaceuticals, a national company that markets and distributes pharmaceuticals as well as over-the-counter products and supplements. He also previously served as Chairman of the Board of VistaPharm, for which he was the largest shareholder, until it was sold in December 2015. Mr. Schutte is also involved in numerous commercial real estate development projects in the Louisville area and elsewhere. His entrepreneurial skills and insights and strong reputation in the Louisville business community are beneficial to the Board. He serves on the Compensation Committee of Bancorp and the Bank’s Trust Committee. Ms. Wells has served as a freelance journalist covering the Near and Middle East for various U.S. and international media outlets since September 2009. She previously worked in institutional research and sales for Merrill Lynch & Co. Additionally, Ms. Wells was the co-founder and CEO of the Turkish office of an international online startup company from December 2010 to February 2012. She serves as a director on the Board of Citizens Financial Corporation and previously served as a director of Commonwealth Bancshares, Inc. and Commonwealth Bank and Trust Company from 2016 to 2022. She joined our Board of Directors in May 2022, following our acquisition of Commonwealth Bancshares earlier that year pursuant to the terms of an Investor Agreement between us and the principal shareholders of Commonwealth Bancshares. Ms. Wells serves on the Credit and Risk Committee of Bancorp and the Bank’s Trust Committee.

  22. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing and recommending to the Board the compensation paid to our non-employee directors. The Compensation Committee, with advice and assistance from Aon, its independent consultant, reviews the compensation of our non-employee directors at least every two years. Their review of director compensation includes surveys of peer data from other institutions and the related form and substance of how directors are compensated, including comparative analyses of the Company’s director compensation program relative to its peer group. The compensation program for our non-employee directors consists of a combination of cash and equity. Directors of the Company who are employees of the Bank receive no additional compensation for their service as directors of the Company or the Bank. In November 2024, the Compensation Committee reviewed a report prepared by Aon with respect to the Company’s current director compensation compared to the Company’s peer group of publicly traded institutions selected by Aon and approved by the Compensation Committee. The Aon report noted that overall results from the analysis showed director pay practices close to the company’s peers, but that because director compensation is only evaluated every two years, a modest increase would be needed to stay within the median of the peer group. After considering the information contained in the Aon report, the Compensation Committee determined it was appropriate to change the compensation for non-employee directors for the two-year compensation period beginning January 1, 2025, to restore the positioning of our director compensation program relative to our peer group. The Compensation Committee approved the following director compensation program effective January 1, 2025:

  23. Director Compensation

    | | Member Cash Retainer | Member Equity Retainer | Member Per Meeting Fee | Chair Additional Cash Retainer | Lead Director Additional Cash Retainer | | Board of Directors | $48,000 | $54,000 | $1,625 | $- | $20,000 | | Audit Committee | - | - | 1,200 | 15,000 | - | | Compensation Committee | - | - | 800 | 12,000 | - | | Nominating and Corporate Governance Committee | - | - | 800 | 3,000 | - | | Credit and Risk Committee | - | - | 900 | 9,000 | - | | Trust Committee | - | - | 800 | 4,000 | - |

  24. Director Compensation

    Directors may defer all or a portion of their fees pursuant to the Director Nonqualified Deferred Compensation Plan (the “Director NQ Plan”), and the amounts so deferred then increase or decrease in value based on how the director elects that the account be allocated as among various investment options provided by the Bank. The investment options are currently the same options available under the Executive NQ Plan, except that directors may also direct that their fees be invested in Company stock, which is then actually purchased and held in trust at the Bank. At December 31, 2024, approximately 94% of the aggregate amounts owed to our current directors under the Director NQ Plan were invested in the Company’s stock.

  25. 2024 Director Compensation

    2024 Director Compensation The following table sets forth information regarding the compensation of our non-employee directors for 2024. Messrs. Hillebrand and Poindexter serve as directors for the Company but receive no compensation for their director service.

  26. 2024 Director Compensation

    | | | | | | Change in Pension | | | | | | | | | Value and | | | | | | | | Non-Equity | Nonqualified | | | | | Fees Earned | Stock | Option | Incentive Plan | Deferred Compensation | All Other | | | | or Paid in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($) (1) | ($) | ($) | ($) (2) | ($) (3) | ($) | | Arvin | 67,850 | 50,000 | - | - | - | 1,165 | 119,015 | | Bickel | 67,450 | 50,000 | - | - | - | 1,165 | 118,615 | | Donovan | 65,050 | 50,000 | - | - | - | 1,165 | 116,215 | | Heintzman | 74,050 | 50,000 | - | - | - | 1,165 | 125,215 |

  27. 2024 Director Compensation

    | | | | | | Change in Pension Value and | | | | | | | | Non-Equity | Nonqualified | | | | | Fees Earned | Stock | Option | Incentive Plan | Deferred Compensation | All Other | | | | or Paid in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($) (1) | ($) | ($) | ($) (2) | ($) (3) | ($) | | Herde | 82,450 | 50,000 | - | - | - | 1,165 | 133,615 | | Lechleiter | 79,025 | 50,000 | - | - | - | 1,165 | 130,190 | | Priebe | 89,250 | 50,000 | - | - | - | 1,165 | 140,415 | | Saunier | 67,450 | 50,000 | - | - | - | 1,165 | 118,615 | | Schutte | 67,050 | 50,000 | - | - | - | 1,165 | 118,215 | | Wells | 63,425 | 50,000 | - | - | - | 1,165 | 114,590 |

  28. 2024 Director Compensation

    | (1) In January 2024 each non-employee director then serving on the Board of Directors received a restricted stock unit award under the 2015 Omnibus Equity Compensation Plan. The number of shares granted was equal to $50,000 divided by the fair market value per share on the grant date. Based on the closing price of the Common Stock on the grant date, each director received 955 shares. The restricted stock unit awards, together with all dividend equivalents thereon, fully vest one year from the date of grant. |

  29. 2024 Director Compensation

    | (2) Each director has the option of deferring some or all of their fees. Investment options include Company stock and various mutual funds. Earnings on the non-employee directors' nonqualified deferred compensation balances are not included above. The investment alternatives of the nonqualified plan do not and have not offered above market rates of interest or preferential returns. |

  30. 2024 Director Compensation

    | (3) Represents dividends on 2024 restricted stock unit awards. Dividends are held until awards vest. As such, dividends on the shares earned in 2024 were paid in January 2025. |

  31. I. Executive Summary

    | ● | For our NEOs, with the exception of Ms. Budnick, salaries and target annual incentives were not changed for 2024. Ms. Budnick’s salary and target annual incentive were increased in connection with her increased responsibilities related to her promotion to Executive Vice President (“EVP”) and Director of WM&T in January 2024. |

  32. I. Executive Summary

    | ● | Further, the Compensation Committee maintained its commitment to linking executive performance with shareholder sentiment through our annual equity grant process. For each executive, 75% of the annual grant is linked to three-year performance against key two key metrics, cumulative diluted EPS and return on average assets (“ROAA”) while the remaining 25% of the grant are in the form of stock appreciation rights (“SARs”) which only provide value if the price of shares of our common stock increase over the price on the SARs grant date. |

  33. 2024 Select Business Results

    2024 Select Business Results We have a long-term track record of performing at the top of our peer group on key profitability measures such as ROAA and return on average equity (“ROAE”), which are common metrics within the banking industry, and which allow us to directly compare performance against similarly sized and situated banking institutions. In 2024, our profitability results were positively impacted by strong loan growth and non-interest income generation. In 2023, our profitability results were negatively impacted by significant net interest margin compression compared to the prior year and a large loan charge-off related to an isolated single loan relationship. Our ROAA for 2024 totaled 1.37%, a decline from 1.39% reported in 2023. Compared to the compensation peer group, we ranked in the 82nd percentile for 2024. Our ROAE of 12.77% for 2024 ranked in the 90th percentile of the compensation peer group and represented a decline from 13.44% in 2023.

  34. Performance Orientation of 2024 Compensation

    Performance Orientation of 2024 Compensation Chairman/CEO Compensation Majority Performance-Based (Equity and Total). The Compensation Committee (the “Committee”) of our Board of Directors is responsible for the design and administration of our executive compensation program. The Committee’s philosophy is to place at risk a significant portion of executive officers’ total compensation, making it contingent on Company performance, while remaining consistent with our risk management policies. As such, the Committee has structured the majority of the compensation of the Chairman/CEO as variable, at-risk and subject to the achievement of performance goals in order to be earned. Sixty percent of the Chairman/CEO’s grant date target total direct compensation, consisting of base salary, short-term incentive opportunity and long-term incentive opportunity, was variable, at-risk and performance based. Seventy-five percent of the long-term incentive equity grants were performance-based and were in the form of performance share units (“PSUs”). These PSUs are subject to three-year performance metrics tied to our key operating goals and will vest at the end of a three-year performance period, subject to a mandatory one-year post-vesting holding period. The other 25% were in the form of SARs that vest over five years and convert to equity compensation only to the extent stock price appreciates. Long-Term Incentives: 75% PSUs, 25% SARs; Three-Year Performance Period; High Target Performance Level. For the long-term incentive equity grants to executive officers, the Committee utilized PSUs to motivate operational achievement and link pay to performance, and SARs to motivate stock price appreciation over the long term, as they deliver value only if the stock price increases. For the grants in the form of PSUs, the Committee maintained three-year goals at the outset of the performance period for relative ROAA (with target performance representing a rigorous and challenging level of achievement) and cumulative EPS, the target for which reflects a solid and stable growth rate.

  35. Key 2024 Executive Compensation Decisions and Outcomes

    Key 2024 Executive Compensation Decisions and Outcomes Updated Peer Group. In connection with evaluating and determining 2024 executive compensation, the Committee reviewed the criteria used for establishing the peer group of companies reviewed in light of consolidation in the industry and resulting changes in key market factors. As part of this review, the Committee determined to maintain its key criteria but change some of the size ranges, which led to the removal of five peer companies from the Company’s peer group and the addition of four companies. As a result, the Company moved closer to the median for annual revenue and assets. In 2024, we had strong fundamental performance, outperformed our peers, and took prudent compensation action to balance shareholder experience, GAAP EPS performance, core performance, future expectations, and executive interests. Base Salaries. The Committee reviewed our NEOs’ base salaries and determined that those salaries for all NEOs, except Ms. Budnick, remained aligned with the responsibility level of each executive and the levels of similar executives with our peers. Based on that determination and an expected earnings decline in 2024, the Committee determined that no changes should be made to the base salaries for NEOs (except Ms. Budnick) for 2024. In January 2024, the Board and Committee approved a base salary increase for Ms. Budnick as a result of her increased responsibilities resulting from her promotion to EVP and Director of WM&T. Annual Cash Incentives. The Committee undertook a rigorous process to set the performance targets for 2024, taking into account the previous year’s performance targets, actual results, and the evolving credit risk environment. The Committee reviewed our NEOs’ target annual incentive opportunities and determined that those for all NEOs, except Ms. Budnick, remained aligned with our peers and that no changes would be made to the target opportunities for these NEOs in 2024. In January 2024, the Board and Committee approved a target annual incentive opportunity increase for Ms. Budnick in connection with her promotion to EVP and Director of WM&T. Annual cash incentive opportunities for three of our NEOs, Messrs. Hillebrand, Poindexter, and Stinnett, are tied exclusively to Company profitability, as measured by EPS. Mr. Rehm’s and Ms. Budnick’s short-term incentive plans incorporate goals related to their line of business responsibilities, as well as Company profitability. Messrs. Hillebrand, Poindexter, and Stinnett The performance metric utilized for Messrs. Hillebrand, Poindexter, and Stinnett was diluted EPS. The target performance goal for 2024 was set approximately 13% lower than the 2023 EPS target, but exceeded consensus analyst estimates at the time. The 2024 actual adjusted EPS was expected to be significantly impacted by market conditions affecting the entire financial services industry, including declining interest rates, net interest margin compression and increasing credit costs. These factors resulted in lower net income budget expectations for 2024, as compared to 2023 results. The EPS metric carried a performance threshold of 95.8% of target and a performance maximum of 105.1% of target. The Committee utilizes the EPS metric because it believes EPS drives long-term total shareholder return (“TSR”), as it represents the culmination of executive officers’ efforts regarding profitability, revenue growth, expense control, risk profile and other elements. The target annual incentive plan opportunities of each of Messrs. Hillebrand, Poindexter, and Stinnett were denominated as a percentage of base salary and ranged from 45% to 65% of base salary. Payouts were capped at 200% of the target payout. Company-wide performance accounted for 100% of the annual incentive plan opportunity for Messrs. Hillebrand, Poindexter, and Stinnett; there was no allocation to individual performance goals. All our eligible NEOs participate in the annual incentive plan on the same terms, other than the target percentage of base salary. Mr. Rehm and Ms. Budnick have additional components relating to their respective areas of responsibility. For 2024, our EPS of $3.89 was above the maximum performance level and resulted in a maximum payout for the EPS metric for all NEOs. Mr. Rehm Mr. Rehm’s short-term incentive includes two components: production and other goals and diluted EPS of the Company. Mr. Rehm’s incentive is weighted 75% for his line of business and 25% for overall Company performance, and the Committee considers his line of business goals to be appropriately challenging to attain. Ms. Budnick Ms. Budnick’s short-term incentive includes three components. Two of the components, income before overhead allocations and taxes and net new business growth, are directly linked to the WM&T line of business. The third component, diluted EPS of the Company, is directly linked to overall company performance. Ms. Budnick’s incentive is weighted 75% for her line of business and 25% for overall Company performance, and the Committee considers her line of business goals to be appropriately challenging to attain. Long-Term Incentive Equity. As in 2023, the Company’s 2024 long-term incentives consisted of 75% PSUs (by grant date value) that vest based on performance over a three-year measurement period, and 25% SARs that vest over five years. The performance metrics for the PSUs, which are weighted 50% each, are three-year relative ROAA, with the target set at the 85th percentile and the threshold set at the 80th percentile of the comparator group, a very challenging relative level of performance; and three-year cumulative EPS, a true long-term performance period using a metric viewed as central to increasing long-term shareholder value. PSUs granted in 2022 vested as of December 31, 2024, and will be certified and distributed by March 31, 2025. Based on our aggregate EPS for the three-year performance period 2022-2024, preliminary data indicates that we expect recipients will be awarded grants on the EPS portion at the target performance level. Based on our average adjusted ROAA for the three-year performance period of 1.42%*, we do not expect to reach the threshold level of the comparator group (or 80th percentile), thus no grants are expected to be awarded for the ROAA measure. * ROAA for 2022 was adjusted for one-time acquisition costs, resulting in a non-GAAP financial measure. See Appendix A for a reconciliation of the GAAP and non-GAAP financial measure.

  36. Connecting Pay and Performance

    Connecting Pay and Performance Our record of consistently higher long-term financial performance has in turn driven our TSR and key financial metrics to impressive levels relative to our peers. Consistent with our pay-for-performance philosophy, a substantial portion of annual target total direct compensation is variable, at-risk pay. We consider compensation to be “at risk” and performance-based if it is subject to operating performance or if its value depends on stock price appreciation. The following charts demonstrate the positioning of our ROAA and ROAE compared to the peer group described on page 40 over each of the last five years. As shown below, our ROAE and ROAA have consistently ranked in the top 20% with the exceptions of 2021 and 2022, during which time our profitability results were negatively impacted by one-time expenses related to the acquisitions of Kentucky Bancshares ($20.7 million net of tax) and Commonwealth Bancshares ($18.5 million net of tax). In 2023 and 2024, our profitability returned to our historical positioning in the top 20% of the peer group. Even with two years of negatively impacted profitability due to acquisitions, our average ROAA over the five-year period was at the 79th percentile of our peer group, and our average ROAE over that period was at the 90th percentile of our peer group. The following chart compares our five-year total shareholder return (TSR) to the median TSR of our compensation peer group and an additional industry peer group. Source: S&P Global Market Intelligence. Market pricing data as of December 31, 2024.

  37. Connecting Pay and Performance

    The Committee believes stock price closely mirrors earnings growth over the long-term, and management should be incentivized with respect to performance measures related to the operations of the Company. Over the short term, stock price is not controllable by management and should not be a tool to judge management’s performance. We believe our EPS growth aligns management’s interests with shareholders and thus having EPS as a common focus in the Company’s annual and long-term incentive programs is in the best interest of shareholders. While the annual and long-term incentive programs use different EPS goals, together the programs drive shareholder value creation over time. Additionally, the Committee believes that it uses appropriately challenging targets in setting goals for both short-term and long-term incentives, and that the Company’s financial results must significantly exceed peer median performance to achieve target-level awards. Payouts for the EPS component under our short-term incentive programs require a minimum threshold of diluted EPS in order for bonuses to be earned. Under the Company’s PSU goals, executives do not achieve target award vesting for the ROAA component of our PSU program unless our ROAA exceeds the 85th percentile of our comparator group (which is comprised of all publicly traded banks with $6.0 to $16.0 billion in assets), and no awards are earned if our ROAA does not equal or exceed the 80th percentile of our comparator group.

  38. Compensation Program Governance

    | Align pay and performance | No guaranteed bonuses – incentive compensation may be reduced to zero if financial metrics are not met | | Engage an independent third-party compensation consultant for advice in making compensation decisions | No highly leveraged incentive plans that encourage excessive risk taking | | Review compensation data from peers whose industry, revenues, and footprint share similarities with the Company | No uncapped incentive award payouts | | Conduct an annual shareholder say-on-pay vote | No excessive perquisites for our directors and executive officers | | Maintain additional holding requirements of one year once equity awards vest | No payment of dividends on unvested equity awards | | Maintain stock ownership guidelines for executive officers and directors | No repricing of options or SARs without prior shareholder approval | | Maintain a clawback policy | No excise tax gross ups |

  39. Compensation Program Governance

    The Committee grants equity-based awards, including SARs and PSUs, and has in the past granted options, to our executive officers. The Committee grants equity-based awards to others, including SARs and Restricted Stock Units (“RSUs) to our Directors, and restricted stock awards to non-executive employees. These equity awards to our executive officers and other employees are made on an annual grant cycle in February of each year at a pre-established Committee meeting following the release of earnings. The Committee may make off cycle equity awards from time-to-time on an as-needed basis as circumstances warrant. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it is the Committee’s practice to generally avoid granting executive officers and other employees equity awards during a closed window period or during periods in which there is undisclosed material non-public information about the Company. The Committee and the Company’s internal audit function conducted a review of the compensation program and arrangements for the Company’s executives and other employees to evaluate whether incentives and other forms of pay encourage unnecessary or excessive risk taking. This assessment by the Committee and the Company included a review of the design of our incentive plans and policies, and the impact of risk mitigation features in these plans or policies. Based on this analysis, the Committee was satisfied that any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on the Company.

  40. Role of the Compensation Committee

    | ● | Reviewed its compensation philosophy; | | ● | Conducted an annual performance evaluation of our CEO; | | ● | Reviewed the Committee charter; | | ● | Reviewed the Company’s 2024 operating budget and its effect on incentive compensation programs for 2024 (including setting the EPS benchmarks for short-term compensation payouts); | | ● | Established the performance-based metrics and targets for the annual incentive plans; | | ● | Established the design, award mix and performance goals for the long-term incentive plan; | | ● | Evaluated achievement relative to performance targets, and determined and certified corresponding incentive payouts; | | ● | Reviewed and approved a peer group for use in compensation studies; | | ● | Reviewed the stock ownership guidelines for our executive officers; | | ● | Reviewed existing change in control severance agreements; | | ● | Discussed executive succession planning; | | ● | Reviewed the Company-wide retirement plan programs; and | | ● | Received education on compensation trends, compliance issues and best practices from the Committee’s compensation consultants. |

  41. Role of the Compensation Committee

    The Committee does not maintain or adhere to formal policies for allocating compensation among salary, annual cash incentive awards and long-term incentive equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the Committee and the Board exercise judgment to establish a total compensation program for each NEO that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that the Committee and Board believe is appropriate to achieve the goals of our executive compensation program and our corporate objectives. In setting the elements of compensation, the Committee considers prior compensation paid and amounts realizable from prior stock-based awards, as well as other benefits provided by the Company. Ultimately, the Committee’s decisions are based on a variety of factors, including short- and long-term Company performance, the officer’s level of responsibility, an assessment of individual performance, and competitive market data.

  42. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee views it as important to obtain objective, independent expertise, and advice in carrying out its responsibilities, and has the power to retain an independent compensation consultant to assist it in the performance of its duties and responsibilities. The Committee has retained an independent executive compensation consultant to assist in evaluating the compensation practices at the Company and to provide advice and ongoing recommendations regarding executive compensation consistent with our business goals and pay philosophy. In 2024, the Committee continued to engage, Aon’s Human Capital Solutions, a division of Aon plc (“Aon”), to provide executive compensation consulting services regarding our compensation programs and pay levels. The scope of Aon’s executive compensation consulting assignment included the ongoing evaluation of the appropriateness of our peer group of banks as well as a comparison of management’s base salaries, annual cash incentive awards and equity-based compensation to those paid by the banks in the peer bank group. The Committee used data developed by Aon among the various factors that informed its determination of executive officer pay. While the Committee takes into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Committee makes its own independent decisions about compensation matters. Aon reports directly to and performed services solely on behalf of the Committee and has no other relationship with the Company or its management. The Committee has assessed the independence of Aon consistent with SEC rules and Nasdaq listing standards and has concluded that Aon’s work did not involve any conflicts of interest.

  43. Peer Selection Process

    Based on these criteria as well as recent combinations or acquisitions, the Committee removed five companies from the peer group previously used for 2023 compensation decisions: Enterprise Financial Services Corporation, First Merchants Corporation, HomeStreet, Inc., Seacoast Banking Corporation of Florida, and South Plains Financial, Inc. Four new companies met the criteria and was added to the peer group. The table below lists the peer banks approved by the Compensation Committee for 2024 compensation decisions, with the newly added peer company shown in italics:

  44. Peer Selection Process

    Our total revenue, asset size, net income, and market capitalization and that of the peer group established for 2024 compensation decisions, using the March 31, 2023, data considered by the Committee when establishing the peer group, are set forth in the following table:

  45. Referencing the Competitive Market in Determining 2024 Compensation

    Referencing the Competitive Market in Determining 2024 Compensation The Committee considers several factors in determining appropriate pay levels and plan designs for our NEOs. These factors include competitive compensation data from peer companies and the banking market in general. The Committee does not view competitive market prescriptively or tie the compensation levels of our executives to specific market percentiles. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as company, business unit and individual performance, scope of responsibility, internal pay equity, skill sets, leadership potential and succession planning.

  46. Mix of Pay

    | Name | Salary | Target Bonus % | Target Bonus | PSUs | SARs | Total | | Hillebrand | $775,000 | 65% | $503,750 | $494,023 | $164,677 | $1,937,450 | | Poindexter | 500,000 | 50% | 250,000 | 262,468 | 87,494 | 1,099,962 | | Stinnett | 425,000 | 45% | 191,250 | 207,160 | 69,046 | 892,456 | | Rehm | 425,000 | 35% | 148,750 | 143,431 | 47,807 | 764,988 | | Budnick (1) | 356,000 | 35% | 124,600 | 120,123 | 40,038 | 640,761 |

  47. Mix of Pay

    | (1) The SAR amounts for Ms. Budnick included in this table only include the regular 2024 equity awards. See “Ms. Budnick Promotion Equity Award” below for additional information regarding the one-time award of 7,500 SARs granted to Ms. Budnick upon her promotion in January 2024. |

  48. IV. Components of Our Compensation Program

    | Compensation Component | Purpose | Link to Performance | Fixed or Performance Based | Short or Long-term | | Base salary | Provide stable compensation and attract and retain executives through market competitive payments | Based on each executive's performance and responsibilities. Used as a basis for short and long-term incentive award goals | Fixed | Short-term | | Cash incentives | Incentivize and reward executives for achievement of certain annual financial goals | Incentives are 100% quantitative to goals important for short-term financial success. Includes a measurement of our corporate performance for all executives, as well as business line performance for certain executives | Performance | Short-term | | Equity Incentives | | | | | | Performance stock units | Reward executives for sustained long-term performance while aligning the value of awards with the success of our shareholders | Awards vest based on achievement of three-year goals on EPS growth and ROAA versus peers. Three-year performance period plus an additional one-year mandatory holding period on vested awards | Performance | Long-term | | Stock appreciation rights | Align interests of executives with shareholders by rewarding increases in our stock price | Awards only have value if stock price increases. Awards vest ratably over five years | Performance | Long-term |

  49. Short-Term Cash Incentives

    Short-Term Cash Incentives The objective of annual cash incentive compensation is to deliver variable compensation that is conditioned on the attainment of certain financial, departmental, and/or operating results of the Company. Therefore, the Committee established an incentive program based upon the achievement of an EPS goal as well as line of business goals applicable to specific officers’ duties and employs a rigorous process to set the performance targets. For 2024, the determination as to whether cash incentives would be paid to Messrs. Hillebrand, Poindexter and Stinnett was based solely upon the achievement of diluted EPS objectives while the diluted EPS represents 25% of the weight for Mr. Rehm and Ms. Budnick. However, the diluted EPS is a hurdle, so if the minimum threshold of diluted EPS is not achieved, annual incentive payments are forfeited in full. The diluted EPS target performance levels are set forth in the table below. The Committee used diluted EPS in 2024, as it had done in 2023, with respect to short-term cash incentives. The Committee set the target at a level that it considered rigorous and challenging and considered the relevant risks and opportunities. More specifically, the Committee reviewed the relevant financial objectives established during the detailed budgeting process, and assessed various factors related to the achievability of these budget targets, including the risks associated with various macroeconomic factors and the risks of achieving specific actions that underlie the targets and the implied performance relative to prior years. Considering these factors, the Committee set the 2024 target performance level for the diluted EPS goal at $3.36. The 2024 target was set 13% below the 2023 target of $3.85, which exceeded consensus analyst estimates at the time. The Committee determined that setting the 2024 target above 2023 actual results was not practical, as the 2024 actual adjusted EPS was expected to be significantly impacted by market conditions affecting the entire financial services industry, including declining interest rates, net interest margin compression and increasing credit costs. These factors resulted in lower budget expectations for 2024 net income as compared to 2023 results. Ultimately, the actual diluted EPS for 2024 was $3.89, which exceeded the maximum performance level. The annual cash incentive formula includes increasingly higher payout percentages for corresponding higher diluted EPS levels, further reinforcing the Committee’s pay-for-performance philosophy. EPS targets and corresponding bonus percentages for 2024 were as follows:

  50. Short-Term Cash Incentives

    | | | Bonus as a Percentage of Base Salary | | | | | EPS ($) | Mr. Hillebrand | Mr. Poindexter | Mr. Stinnett | | Threshold | 3.22 | 13% | 10% | 9% | | Target | 3.36 | 65% | 50% | 45% | | Maximum | 3.53 or greater | 130% | 100% | 90% | | Actual Results | 3.89 | 130% | 100% | 90% |

  51. Short-Term Cash Incentives

    Messrs. Hillebrand, Poindexter, and Stinnett The Committee strongly supports the use of EPS exclusively in determining short-term cash incentives for certain executives without specific line of business oversight. The Committee believes that EPS, over the long-term, drives TSR, as it represents the culmination of executive officers’ efforts regarding profitability, revenue growth, expense control, risk profile and other elements. Oftentimes, boards use several goals to focus management on specific operational objectives while also balancing credit quality and other risks. With virtually all areas of the Company operating at high performance levels and operating ratios at superior levels, growth in EPS should be, and is, the primary focus of the management team. Establishing the appropriate mix of revenue growth, expense control measures, risk profile and other tactics are areas that management has control over and that should result in higher EPS over time. Therefore, the Committee believes aligning pay with EPS performance gives management the appropriate incentive to make the best decisions. For additional information regarding the selection of metrics, used in the annual and long-term incentive programs, see the section captioned “2024 Equity Awards.” Mr. Rehm Mr. Rehm’s short-term incentive includes two components: a line of business component and diluted EPS of the Company. The Committee believes it is important for Mr. Rehm to have both line of business and overall bank performance components to his short-term incentive plan, because growth in departmental profitability directly affects the profitability of the Company and significantly enhances shareholder value. As a result, the Committee believes Mr. Rehm should be partly measured on the overall success of the Company. Mr. Rehm’s incentive is weighted 75% for his line of business and 25% for overall Company performance, and the Compensation Committee considers his line of business goals to be appropriately challenging to attain. The matrix used to compute the incentive award, shown below, is structured such that achievement of target performance in all categories results in a cash incentive equal to 35% of base salary.

  52. Line of Business Component

    | | Points | Bonus as a Percent of Base Salary | | Threshold | 20 | 5.25% | | Target | 100 | 26.25% | | Maximum | 200 | 52.50% | | Actual Results | 131 | 34.32% |

  53. EPS Component

    | | EPS ($) | Bonus as Percentage of Base Salary | | Threshold | 3.22 | 1.75% | | Target | 3.36 | 8.75% | | Maximum | 3.53 or greater | 17.50% | | Actual Results | 3.89 | 17.50% |

  54. EPS Component

    Ms. Budnick Ms. Budnick’s short-term incentive includes three components: net new business, income before overhead allocations and taxes, and diluted EPS of the Company. The Committee believes it is important for Ms. Budnick to have both line of business and overall bank performance components to her short-term incentive plan, as growth in departmental profitability directly affects the profitability of the Company and significantly enhances shareholder value. As a result, the Committee believes Ms. Budnick should be partly measured on the overall success of the Company. Ms. Budnick’s incentive is weighted 75% for her line of business and 25% for overall Company performance, and the Compensation Committee considers her line of business goals to be appropriately challenging to attain. The matrix used to compute the incentive award, shown below, is structured such that achievement of target performance in all categories results in a cash incentive equal to 35% of base salary.

  55. Line of Business Component

    | | | | Income Before Overhead | | | | Net New Business | | Allocation and Taxes | | | | Net New Business ($) | Bonus as a Percent of Base Salary | Percent Increase over Prior Year | Bonus as a Percent of Base Salary | | Threshold | $1,509,000 | 2.625% | 4.15% | 2.625% | | Target | 1,709,000 | 13.125% | 17.15% | 13.125% | | Maximum | 1,959,000 | 26.250% | 20.90% | 26.250% | | Actual Results | $(1,292,000) | 0.000% | 23.90% | 26.250% |

  56. EPS Component

    | | EPS ($) | Bonus as Percentage of Base Salary | | Threshold | 3.22 | 1.75% | | Target | 3.36 | 8.75% | | Maximum | 3.53 or greater | 17.50% | | Actual Results | 3.89 | 17.50% |

  57. EPS Component

    Short-Term Cash Payouts Having determined the total 2024 annual incentive plan payouts for each eligible NEO, the Committee then approved the annual incentive plan payout amounts as summarized below.

  58. EPS Component

    | Executive | Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Earned % | Actual Earned ($) | | Hillebrand | 775,000 | 65% | 503,750 | 130% | 1,007,500 | | Poindexter | 500,000 | 50% | 250,000 | 100% | 500,000 | | Stinnett | 425,000 | 45% | 191,250 | 90% | 382,500 | | Rehm | 425,000 | 35% | 148,750 | 52% | 220,235 | | Budnick | 356,000 | 35% | 124,600 | 44% | 155,750 |

  59. Long-Term Incentives

    Long-Term Incentives The Committee believes that long-term incentive stock awards effectively align executives with interests of shareholders by providing individuals who have responsibility for management and growth of the Company with an opportunity to increase their ownership of the Company's Common Stock and to have a meaningful interest in the future of the Company and sustained shareholder value creation. In making determination about the mix of vehicles in the long-term incentive equity grants, the Compensation Committee allocates a higher than median portion to performance-based equity, and a lower portion to time-based equity.

  60. 2024 Equity Awards

    2024 Equity Awards In 2024, the Committee continued its historical practice of having PSUs at target constitute 75% of the grant date value of the total long-term award and SARs represent 25% of the total long-term award. The value of the long-term incentive award was determined as a percentage of the participant’s 2024 base salary and is subsequently expressed as a number of shares of Company Common Stock valued on the date of grant. The following table summarizes the equity awards made to NEOs in 2024. The Compensation Committee generally makes grants of stock awards to our NEOs at the second Compensation Committee meeting of our fiscal year, which typically occurs in mid-February. Awards are neither timed to relate to the price of our stock nor to correspond with the release of material non-public information, although grants are generally made when our stock trading window is open. Grants to current employees are generally effective on the date of the Compensation Committee meeting approving such grants. Grants to new employees, including potential NEOs, are typically made at the next regularly scheduled Compensation Committee meeting following the employee’s start date. The standard vesting schedule for our equity grants is 100% after the third year for PSUs and 20% per year over five years for SARs.

  61. 2024 Grant Summary

    | | | PSUs at Target (1) | | SARs (2) | | | | % of Base Salary | Number Granted | Fair Value | Number Granted | Fair Value | | Hillebrand | 85% | 11,808 | $494,023 | 11,788 | $164,677 | | Poindexter | 70% | 6,273 | 262,468 | 6,263 | 87,494 | | Stinnett | 65% | 4,951 | 207,160 | 4,943 | 69,046 | | Rehm | 45% | 3,428 | 143,431 | 3,422 | 47,807 | | Budnick(3) | 45% | 2,871 | 120,123 | 2,866 | 40,038 |

  62. 2024 Grant Summary

    | (1) Because grantees are not entitled to dividend payments during the performance period and have a mandatory one-year post-vesting holding period, the fair value of these PSUs is estimated based upon the fair value of the underlying shares as of the date of the grant. |

  63. 2024 Grant Summary

    | (2) SARs are valued using Black-Scholes option pricing model as of the date of grant. | | (3) The SAR amounts for Ms. Budnick included in this table only include the regular 2024 equity awards. See the section captioned “Ms. Budnick Promotion Equity Award” below for additional information regarding the one-time award of 7,500 SARs granted to Ms. Budnick upon her promotion in January 2024. |

  64. Performance Stock Units

    Performance Stock Units In 2024, the Committee granted PSUs to each of the NEOs. PSUs were awarded under the following terms:

  65. Performance Stock Units

    | Performance period: | Three years, beginning January 1, 2024, through December 31, 2026. | | Performance goals at | | | 50% weighting each: | 1. Cumulative EPS over the three-year performance period, excluding any acquisition costs during the performance period. | | | 2. ROAA over the three-year performance period compared to all publicly traded banks with total assets between $6.0 and $16.0 billion as calculated by S&P Global Market Intelligence. Performance will be measured by calculating the simple average of the Company’s ROAA for the three years in the performance period and determining the percentile ranking as compared to peers. | | Performance ranges: | The PSUs provide for threshold, target, and maximum performance goals as follows: |

  66. Performance Stock Units

    | | Threshold | Target | Maximum | | Three-year cumulative EPS | See Below | | | | Peer Bank ROAA performance percentile | 80% | 85% | 90% |

  67. Performance Stock Units

    Three-year EPS performance goals have been established by the Committee and consider the Company’s strategic plan as well as projected growth targets to maintain our standard as a top-performing community bank. The three-year EPS goal has defined threshold, target and maximum performance levels. We have elected not to disclose these performance levels for competitive reasons, but we note that the levels for 2024 PSUs were set above our EPS performance targets for the 2024 annual cash incentive. The Committee determined that setting the EPS target for the 2024 PSUs above the EPS target for the 2023 PSUs was not practical, as the 2024 actual adjusted EPS was expected to be significantly impacted by anticipated market conditions affecting the entire financial services industry, including declining interest rates, net interest margin compression and increasing credit costs. These factors resulted in lower budget expectations for 2024 net income as compared to budget expectations at the beginning of 2023. The performance metrics in our 2024 incentive plans are designed to measure different aspects of our performance and reward performance that drives increases in shareholder value. As a result of this pay for performance orientation, the Committee determined to use Company EPS and line of business goals in our incentive plans as the Committee believes that EPS drives TSR which is a key indicator of performance over the long-term and thus aligns management’s interests with shareholders. EPS is one of the principal measures used by investors to assess financial performance results and it is a central component of our guidance to investors. EPS aligns our executives’ interests with the broader set of strategic objectives they are tasked to manage, keeping increasing enterprise value and shareholder interests at the forefront of management decisions and actions to drive growth on both a short- and long-term basis. Accordingly, the Committee determined it was important to include EPS as a key component of both our annual and long-term incentives. The following table summarizes the design of the PSU portion of the 2024 long-term incentive plan (all percentages relate to each executive’s 2024 base salary in effect at January 1, 2024):

  68. Performance Stock Units

    | | | | | | | | Total Value of PSUs that may be | | | | | | | | | | | Earned Based on Grant-Date | | | | | Diluted EPS | | | ROAA vs. Peers | | | Value, as a Percent of Base Salary | | | | Executive | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | Hillebrand | 12.75% | 31.88% | 79.69% | 12.75% | 31.88% | 79.69% | 25.50% | 63.75% | 159.38% | | Poindexter | 10.50% | 26.25% | 65.63% | 10.50% | 26.25% | 65.63% | 21.00% | 52.50% | 131.25% | | Stinnett | 9.75% | 24.38% | 60.94% | 9.75% | 24.38% | 60.94% | 19.50% | 48.75% | 121.88% | | Rehm | 6.75% | 16.88% | 42.19% | 6.75% | 16.88% | 42.19% | 13.50% | 33.75% | 84.38% | | Budnick | 6.75% | 16.88% | 42.19% | 6.75% | 16.88% | 42.19% | 13.50% | 33.75% | 84.38% |

  69. Performance Stock Units

    PSUs certified as earned by the Committee at the end of the performance period will be distributed to participants by March 31st of the year following the performance period. All payouts of PSUs will be made in shares of Company Common Stock based on the percentage earned based on the grant-date value as noted in the preceding table. PSUs generally require the executive to remain employed or serve on the Board of Directors until the end of a performance cycle to vest and be paid in shares of Common Stock, with prorated awards still distributed after the end of the performance cycle to those who leave the Company mid-cycle due to death, disability or retirement (age 60). PSUs also vest at the target level if a change in control occurs before a performance cycle ends. Executives do not receive the benefit of any dividends or other distributions paid on stock related to PSUs until after the stock is actually issued. In addition, executives are required to observe a one-year holding period after vesting, net of any shares sold to pay taxes. PSUs granted in 2022 vested as of December 31, 2024, and will be certified and distributed by March 31, 2025. Based on our aggregate EPS for the three-year performance period 2022-2024, preliminary data indicates that we expect recipients will be awarded grants on the EPS portion at the target performance level. Based on our average adjusted ROAA for the three-year performance period of 1.42%*, we do not expect to reach the threshold level of the comparator group (or 80th percentile), thus no grants are expected to be awarded for the ROAA measure. * ROAA for 2022 was adjusted for one-time acquisition costs, resulting in a non-GAAP financial measure. See Appendix A for a reconciliation of the GAAP and non-GAAP financial measure.

  70. Ms. Budnick Promotion Equity Award

    Ms. Budnick Promotion Equity Award In recognition of her promotion and increased job responsibilities, the Committee approved a special grant for Ms. Budnick of 7,500 SARs on January 3, 2024, the date of her formal appointment as Executive Vice President and Director of WM&T with an exercise price of 110% of the closing market price of the Company’s common stock on that date. These SARs vest 20% each year beginning one year after the grant date and each anniversary thereafter.

  71. Other Executive Benefits

    Other Executive Benefits Post-Employment Compensation and Benefits. To enhance the objective of retaining key executives, the Company established Change in Control Severance (“CICS”) Agreements, concluding it to be in the best interests of the Company and its shareholders to take reasonable steps to compensate key executives, including all NEOs, in the event of a change in control or similar event. With these agreements in place, if the Company should receive takeover or acquisition proposals from third parties, the Company will be able to call upon these key executives for their advice and assessment of whether such proposals are in the best interests of shareholders, free of the influences of their personal employment situations. The CICS Agreements require both a significant change in the Company’s ownership and termination of employment before executives would receive any payment under the agreements. This approach is commonly referred to as a double trigger. All CICS Agreements with executives, including our NEOs, contain substantive provisions concerning the protection of the Bank’s business and the executive’s benefits following termination, including, without limitation: (i) restrictive covenants that prohibit the executive from soliciting customers or employees of the Bank following the receipt of any severance payment; (ii) a requirement to maintain the confidentiality of all information regarding the business of the Bank and the Company; (iii) a limitation on the amount of any severance payment if the amount would require the Company to forfeit the deductibility of any or all of the payment under Section 280G of the Internal Revenue Code; and (iv) granting the executive the right to participate in the Bank's health plans at his cost for a period of time following a covered severance, in addition to any existing rights under COBRA. With respect to each CICS Agreement, if the executive is terminated without "cause" or resigns for "good reason" (as those terms are defined in the CICS Agreement) during negotiations or within two years following a change in control of the Bank or the Company, the Bank will pay the executive a severance payment based upon a pre-set formula in each CICS Agreement. In the case of Messrs. Hillebrand, Poindexter and Stinnett, the severance payment would equal three times the sum of the executive’s highest base salary as in effect at any time during the six months before termination or resignation, plus the highest annual cash bonus paid to the executive for the current and preceding two fiscal years before the termination or resignation. In the case of Ms. Budnick and Mr. Rehm, the severance payment would equal two times the sum of the executive’s highest base salary as in effect at any time during the six months before termination or resignation, plus the highest annual cash bonus paid to the executive for the current and preceding two fiscal years before the termination or resignation. Supplemental Retirement Benefits. The Bank has a nonqualified deferred compensation plan that allows NEOs to defer a portion of their cash compensation, and the Bank credits those deferrals with contributions that the NEOs do not receive under the KSOP because of limits under the KSOP or the Internal Revenue Code. The Committee believes that the nonqualified deferred compensation plan provides the Company with the ability to attract and retain key employees. Further details about the nonqualified deferred compensation plan may be found in the narrative preceding the Nonqualified Deferred Compensation Table.

  72. Summary Compensation Table

    Summary Compensation Table

  73. Summary Compensation Table

    | Name and | | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Principal Position | Year | ($) | ($) | ($) (1) | ($) (2) | ($) (3) | ($) | ($) (4) | ($) | | James A. Hillebrand | 2024 | 775,000 | - | 494,023 | 164,677 | 1,007,500 | - | 93,284 | 2,534,484 | | Chairman and Chief Executive | 2023 | 775,000 | - | 494,023 | 164,677 | - | - | 126,817 | 1,560,517 | | Officer | 2022 | 710,000 | - | 319,483 | 106,491 | 710,000 | - | 116,390 | 1,962,364 | | Philip S. Poindexter | 2024 | 500,000 | - | 262,468 | 87,494 | 500,000 | - | 84,220 | 1,434,182 | | President | 2023 | 500,000 | - | 262,468 | 87,494 | - | - | 83,817 | 933,779 | | | 2022 | 465,000 | - | 167,353 | 55,797 | 372,000 | - | 78,211 | 1,138,361 | | T. Clay Stinnett | 2024 | 425,000 | - | 207,160 | 69,046 | 382,500 | - | 71,300 | 1,155,006 | | Chief Financial Officer | 2023 | 425,000 | - | 207,160 | 69,046 | - | - | 71,404 | 772,610 | | | 2022 | 400,000 | - | 126,000 | 42,000 | 280,000 | - | 66,693 | 914,693 | | Michael Rehm | 2024 | 425,000 | - | 143,431 | 47,807 | 220,235 | - | 72,510 | 908,983 | | Chief Lending Officer | 2023 | 425,000 | | 143,431 | 47,807 | - | | 73,532 | 689,770 | | | 2022 | 335,000 | | 105,492 | 35,175 | 224,316 | | 58,438 | 758,421 | | Shannon B. Budnick | 2024 | 356,000 | - | 120,123 | 135,738 | 155,750 | - | 48,073 | 815,684 | | EVP and Director of | | | | | | | | | | | Wealth Management & Trust | | | | | | | | | |

  74. Summary Compensation Table

    | (1) Stock awards include PSUs entitling executives to the issuance of one share of Common Stock for each vested PSU after the expiration of a three-year performance period. The value of the PSU grants measured at the grant date value was $41.84 in 2024, $54.33 in 2023 and $48.48 in 2022 . The amount of related compensation included in the table above is that associated with the most probable performance outcome at the time of the grant. The table below reflects first the amount of compensation included in the Summary Compensation Table and second, the maximum amount achievable under these grants. |

  75. Summary Compensation Table

    | | 2024 | | 2023 | | 2022 | | | | Most Probable on Date of Grant ($) | Maximum ($) | Most Probable on Date of Grant ($) | Maximum ($) | Most Probable on Date of Grant ($) | Maximum ($) | | Hillebrand | 494,023 | 1,235,155 | 494,023 | 1,235,138 | 319,483 | 798,708 | | Poindexter | 262,468 | 656,250 | 262,468 | 656,198 | 167,353 | 418,479 | | Stinnett | 207,160 | 517,967 | 207,160 | 517,928 | 126,000 | 314,978 | | Rehm | 143,431 | 358,592 | 143,431 | 358,578 | 105,492 | 263,780 | | Budnick | 120,123 | 300,375 | - | - | - | - |

  76. Summary Compensation Table

    | (2) Customary SARs were granted with an exercise price equal to the closing price of the Common Stock on the applicable grant date, or $47.95, $60.76, and $54.91 in 2024, 2023 and 2022, respectively. The fair value of each SAR was $13.97, $16.71 and $10.50 respectively. In addition, Shannon Budnick was awarded 7,500 shares on January 3, 2024, with an exercise price of $49.93 and fair value of $12.76. For assumptions used in valuation of SARs and other information regarding stock-based compensation, refer to Note 18 to the 2024 consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC. |

  77. Summary Compensation Table

    | (3) In the earlier section of this Proxy Statement captioned “Compensation Discussion and Analysis”, we refer to Non-Equity Incentive Plan Compensation as “short-term cash incentives” or “cash incentives.” |

  78. Summary Compensation Table

    | (4) All Other Compensation in 2024 consists of the following: |

  79. Summary Compensation Table

    | | Hillebrand | Poindexter | Stinnett | Rehm | Budnick | | Matching contribution to 401(k) | $20,700 | $20,700 | $20,700 | $20,700 | $20,700 | | Contribution to ESOP | 6,900 | 6,900 | 6,900 | 6,900 | 6,900 | | Contribution to nonqualified plan * | 62,850 | 52,400 | 40,400 | 40,400 | 15,066 | | Other | 2,834 | 4,220 | 3,300 | 4,510 | 5,407 |

  80. Summary Compensation Table

    * This is a Bank contribution to supplement the contributions that the executive does not receive under the Bank’s tax-qualified KSOP because of plan limits or Internal Revenue Code limits. The following table sets forth information concerning plan-based awards made to the executives during the last fiscal year.

  81. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  82. Grants of Plan-Based Awards Table

    | | | Payouts | | | Estimated future payouts | | | All other stock awards: number of shares of stock or | All other option awards: number of securities underlying | Exercise or base price of option | Grant date fair value of stock and option | | | | under non-equity | | | under equity | | | units | options | awards | awards | | | | incentive plan awards (1) | | | incentive plan awards (2) | | | (#) | (#)(3) | ($/Sh) (3) | ($) | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Name | date | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | Hillebrand | 2/14/2024 | 100,750 | 503,750 | 1,007,500 | - | - | - | - | - | - | - | | | 2/14/2024 | - | - | - | 4,723 | 11,808 | 29,520 | - | - | - | 494,023 | | | 2/14/2024 | - | - | - | - | - | - | - | 11,788 | 47.95 | 164,677 | | Poindexter | 2/14/2024 | 50,000 | 250,000 | 500,000 | - | - | - | - | - | - | - | | | 2/14/2024 | - | - | - | 2,509 | 6,273 | 15,684 | - | - | - | 262,468 | | | 2/14/2024 | - | - | - | - | - | - | - | 6,263 | 47.95 | 87,494 | | Stinnett | 2/14/2024 | 38,250 | 191,250 | 382,500 | - | - | - | - | - | - | - | | | 2/14/2024 | - | - | - | 1,980 | 4,951 | 12,379 | - | - | - | 207,160 | | | 2/14/2024 | - | - | - | - | - | - | - | 4,943 | 47.95 | 69,046 | | Rehm | 2/14/2024 | 29,750 | 148,750 | 297,500 | - | - | - | - | - | - | - | | | 2/14/2024 | - | - | - | 1,371 | 3,428 | 8,570 | - | - | - | 143,431 | | | 2/14/2024 | - | - | - | - | - | - | - | 3,422 | 47.95 | 47,807 | | Budnick | 2/14/2024 | 24,920 | 124,600 | 249,200 | - | - | - | - | - | - | - | | | 2/14/2024 | - | - | - | 1,148 | 2,871 | 7,179 | - | - | - | 120,123 | | | 2/14/2024 | - | - | - | - | - | - | - | 2,866 | 47.95 | 40,038 | | | 1/3/24 | - | - | - | - | - | - | - | 7,500 | 49.93 | 95,700 |

  83. Grants of Plan-Based Awards Table

    All material terms and conditions of grants are described in the section of this Proxy Statement captioned “Compensation Discussion and Analysis.” All equity grants were made under our 2015 Omnibus Equity Compensation Plan or the Amended and Restated Omnibus Equity Compensation Plan. Grants consisted of:

  84. Grants of Plan-Based Awards Table

    | (1) Cash incentives |

  85. Grants of Plan-Based Awards Table

    | (2) PSUs |

  86. Grants of Plan-Based Awards Table

    | (3) SARs |

  87. Grants of Plan-Based Awards Table

    The following table sets forth information concerning SARs, RSAs and PSUs held by the executives as of the end of the last fiscal year.

  88. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table

  89. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) Exercisable | Number of securities underlying unexercised options (#) (1) Unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) (2) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Hillebrand | | | | | | | | | | | 7,571 | - | 40.00 | 3/21/2027 | - | - | - | - | | | 7,423 | - | 35.90 | 2/20/2028 | - | - | - | - | | | 25,000 | - | 39.32 | 10/1/2028 | - | - | - | - | | | 12,254 | - | 36.65 | 2/19/2029 | - | - | - | - | | | 11,586 | 2,896 | 37.30 | 2/25/2030 | - | - | - | - | | | 5,169 | 3,446 | 50.71 | 2/25/2031 | - | - | - | - | | | 4,057 | 6,085 | 54.91 | 2/14/2032 | - | - | - | - | | | 1,971 | 7,884 | 60.76 | 2/13/2033 | - | - | 6,365 | 455,798 | | | - | 11,788 | 47.95 | 2/12/2034 | - | - | - | - | | | - | - | - | 2/14/2034 | - | - | 29,520 | 2,113,927 | | | 75,031 | 32,099 | | | - | - | 35,885 | 2,569,725 | | Poindexter | | | | | | | | | | | 4,968 | - | 40.00 | 3/21/2027 | - | - | - | - | | | 4,872 | - | 35.90 | 2/20/2028 | - | - | - | - | | | 17,500 | - | 39.32 | 10/1/2028 | - | - | - | - | | | 6,989 | - | 36.65 | 2/19/2029 | ‐- | - | - | - | | | 6,554 | 1,639 | 37.30 | 2/25/2030 | - | - | - | - | | | 2,924 | 1,949 | 50.71 | 2/25/2031 | - | - | - | - | | | 2,126 | 3,188 | 54.91 | 2/14/2032 | - | - | - | - | | | 1,047 | 4,189 | 60.76 | 2/13/2033 | | | 3,382 | 242,185 | | | - | 6,263 | 47.95 | 2/12/2034 | - | - | - | - | | | - | - | - | 2/14/2034 | - | - | 15,684 | 1,123,131 | | | 46,980 | 17,228 | | | - | - | 19,066 | 1,365,316 | | Stinnett | | | | | | | | | | | 6,871 | - | 25.76 | 3/15/2026 | - | - | - | - | | | 3,606 | - | 40.00 | 3/21/2027 | - | - | - | - | | | 3,541 | - | 35.90 | 2/20/2028 | - | - | - | - | | | 4,098 | - | 36.65 | 2/19/2029 | - | - | - | - | | | 12,500 | - | 38.18 | 5/1/2029 | - | - | - | - | | | 4,590 | 1,148 | 37.30 | 2/25/2030 | - | - | - | - | | | 2,048 | 1,365 | 50.71 | 2/25/2031 | - | - | - | - | | | 1,600 | 2,400 | 54.91 | 2/14/2032 | - | - | - | - | | | 826 | 3,306 | 60.76 | 2/13/2033 | - | - | 2,669 | 191,127 | | | - | 4,943 | 47.95 | 2/12/2034 | - | - | - | - | | | - | - | - | 2/14/2034 | - | - | 12,379 | 886,460 | | | 39,680 | 13,162 | | | | | 15,048 | 1,077,587 |

  90. Outstanding Equity Awards at Fiscal Year End Table

    (continued) Outstanding Equity Awards at Fiscal Year End Table (continued)

  91. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) Exercisable | Number of securities underlying unexercised options (#) (1) Unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Rehm | | | | | | | | | | | 1,602 | - | 36.65 | 2/19/2029 | - | - | - | - | | | 4,011 | 1,003 | 37.30 | 2/25/2030 | - | - | - | - | | | 1,790 | 1,193 | 50.71 | 2/25/2031 | - | - | - | - | | | 1,340 | 2,010 | 54.91 | 2/14/2032 | - | - | - | - | | | 572 | 2,289 | 60.76 | 2/13/2033 | - | - | 1,848 | 132,335 | | | - | 3,422 | 47.95 | 2/12/2034 | - | - | - | - | | | - | - | - | 2/14/2034 | - | - | 8,570 | 613,698 | | | 9,315 | 9,917 | | | - | - | 10,418 | 746,033 | | Budnick | | | | | | | | | | | - | - | | 2/5/2027 | 270 | 19,335 | - | - | | | - | - | | 2/7/2027 | 125 | 8,951 | - | - | | | - | - | | 2/4/2028 | 270 | 19,335 | - | - | | | - | - | | 2/3/2029 | ‐400 | 28,644 | - | - | | | - | 7,500 | 54.92 | 1/3/2034 | - | - | - | - | | | - | 2,866 | 47.95 | 2/12/2034 | - | - | - | - | | | - | - | - | 2/14/2034 | - | - | 7,179 | 514,088 | | | - | 10,366 | | | 1,065 | 76,265 | 7,179 | 514,088 |

  92. Outstanding Equity Awards at Fiscal Year End Table

    | (1) SARs vest 20% each year beginning one year after the grant date and each anniversary thereafter. The vesting schedule for SARs for each executive is as follows (in number of shares). |

  93. Outstanding Equity Awards at Fiscal Year End Table

    | Vesting Date | Hillebrand | Poindexter | Stinnett | Rehm | Budnick | | 1/3/2025 | - | - | - | - | 1,500 | | 2/12/2025 | 2,358 | 1,253 | 989 | 684 | 573 | | 2/13/2025 | 1,971 | 1,047 | 827 | 572 | - | | 2/14/2025 | 2,028 | 1,062 | 800 | 670 | - | | 2/25/2025 | 1,723 | 974 | 682 | 596 | - | | 2/25/2025 | 2,896 | 1,639 | 1,148 | 1,003 | - | | 1/3/2026 | - | - | - | - | 1,500 | | 2/12/2026 | 2,357 | 1,252 | 988 | 685 | 573 | | 2/13/2026 | 1,971 | 1,048 | 826 | 573 | - | | 2/14/2026 | 2,029 | 1,063 | 800 | 670 | - | | 2/25/2026 | 1,723 | 975 | 683 | 597 | - | | 1/3/2027 | - | - | - | - | 1,500 | | 2/12/2027 | 2,358 | 1,253 | 989 | 684 | 574 | | 2/13/2027 | 1,971 | 1,047 | 827 | 572 | - | | 2/14/2027 | 2,028 | 1,063 | 800 | 670 | - | | 1/3/2028 | - | - | - | - | 1,500 | | 2/12/2028 | 2,357 | 1,252 | 988 | 685 | 573 | | 2/13/2028 | 1,971 | 1,047 | 826 | 572 | - | | 1/3/2029 | - | - | - | - | 1,500 | | 2/12/2029 | 2,358 | 1,253 | 989 | 684 | 573 | | | 32,099 | 17,228 | 13,162 | 9,917 | 10,366 |

  94. Outstanding Equity Awards at Fiscal Year End Table

    | (2) PSUs are earned over three year performance periods ending December 31, 2026 and 2025 based on EPS and ROAA goals. The vesting schedule for PSUs for each executive is as follows (in number of shares) and represents management’s estimate of most likely performance outcomes as of December 31, 2024. For PSUs vesting on December 31, 2025, most likely represents achievement of EPS goals at threshold and ROAA goals at target. For PSUs vesting on December 31, 2026, most likely represents achievement of both EPS goals and ROAA goals at maximum. |

  95. Outstanding Equity Awards at Fiscal Year End Table

    | Vesting Date | Hillebrand | Poindexter | Stinnett | Rehm | Budnick | | 12/31/2025 | 6,365 | 3,382 | 2,669 | 1,848 | - | | 12/31/2026 | 29,520 | 15,684 | 12,379 | 8,570 | 7,179 | | | 35,885 | 19,066 | 15,048 | 10,418 | 7,179 |

  96. Outstanding Equity Awards at Fiscal Year End Table

    The following table sets forth SARs exercised by or stock awards vested for the executives during the last fiscal year. Stock awards include PSUs that vested on December 31, 2024. Final determination as to the amounts of these awards will be calculated in March 2025. Therefore, the awards in this table are the most probable amount as of December 31, 2024.

  97. Contributory Nonqualified Deferred Compensation Plan

    Contributory Nonqualified Deferred Compensation Plan The Executive Nonqualified Deferred Compensation Plan (the “NQ Plan”) allows the executive to defer taxable income of up to 10% of base salary and 50% of annual incentive compensation. In addition, based on those deferrals, executives are credited with any match or basic ESOP contribution that they do not receive under the Bank’s KSOP applicable to employees generally, because of plan and Internal Revenue Code limits on pay that can be taken into account in calculating the qualified plan benefits. This Bank credit to the Executive’s Plan accounts is vested in accordance with the same vesting schedule as applies in the KSOP, but all executives in the Summary Compensation Table have sufficient tenure with the Bank to be 100% vested in all contributions to the NQ Plan. As amounts are credited to the NQ Plan, the value of the plan will increase or decrease based on the actual investment performance of certain investment funds selected by the Company, from which the executives can designate (and re-designate as often as they wish) how their account balances should be allocated. The executives have elected between a lump sum distribution or annual installments over no more than 10 years from the NQ Plan, but that election applies only if they leave the Bank's employ due to death or after age 55. If the executive's termination of employment occurs other than on account of death and prior to age 55, benefits are automatically paid in a lump sum. The NQ Plan was amended in 2014 to give executives an opportunity to designate a different payment option on future credits to that plan than applies to previous contributions. The executive also may elect (prior to the year in which credits are to be made) to have some or all of their own deferrals paid to them in a lump sum or installments over up to six years, while still employed by the Bank, provided they timely designate the amount and time for that payment, and subject to Internal Revenue Code restrictions on later accelerating the payment or delaying it. Executives may also apply to receive a distribution in the event of an unforeseeable emergency.

  98. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  99. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Hillebrand (1) | - | - | - | - | 36,340 | | | 38,750 | 97,600 | - | - | 2,222,423 | | Poindexter | 30,000 | 53,600 | - | - | 1,427,904 | | Stinnett | 38,250 | 41,600 | - | - | 1,232,076 | | Rehm | 25,500 | 41,600 | - | - | 259,870 | | Budnick | 49,911 | - | - | - | 91,271 |

  100. Nonqualified Deferred Compensation Table

    | (1) Includes first an employee account, then a director fee deferral account accumulated from periods when Mr. Hillebrand received directors' fees. |

  101. Nonqualified Deferred Compensation Table

    | (2) This is a Bank contribution to supplement the contributions that the executive does not receive under the Bank’s tax-qualified KSOP because of plan limits or Internal Revenue Code limits. |

  102. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of James A. Hillebrand, the Chairman and Chief Executive Officer (the “CEO”) of our company: For 2024, our last completed fiscal year:

  103. CEO Pay Ratio

    | ● | The median of the annual total compensation of all employees of our company (other than Mr. Hillebrand) was $60,139; and |

  104. CEO Pay Ratio

    | ● | The annual total compensation of our CEO was $2,534,484. |

  105. CEO Pay Ratio

    Based on this information, for 2024, the ratio of the annual total compensation of Mr. Hillebrand, our Chief Executive Officer, to the median of the annual total compensation of all employees was 42 to 1. We calculated this pay ratio in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As allowed by SEC rules, we are using the same median employee for our 2024 pay ratio disclosure as we used for our 2023 and 2022 pay ratio disclosure because there has been no material change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. The median employee had been first identified using our employee population as of December 31, 2022, based on annual compensation information from our payroll records for 2022. Specifically, we collected annual base salaries and wages, bonuses, commissions, incentives and overtime paid during this 12-month period. We determined the annual total compensation of our median-compensated employee by adding together all of the elements of that employee’s compensation for 2024 in accordance with the requirements of the Summary Compensation Table appearing on page 52 of this Proxy Statement. That calculation included, in addition to wages, overtime payments, company contributions to the Bank’s retirement plan (including ESOP) and the taxable portion of long-term disability and group term life insurance premiums for the median employee. This information is being provided to comply with the disclosure requirements of the Dodd-Frank Act. Neither the Compensation Committee nor our management used the pay ratio measure in making compensation decisions for our CEO or any of our other employees.

  106. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The pay versus performance disclosure should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

  107. Pay Versus Performance Disclosure

    | | Summary | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(4) | | | Diluted | | Year | Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Table Total for Non-PEO NEOs(1) ($) | Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Earnings Per Share(5) ($) | | 2024 | 2,534,484 | 3,970,676 | 1,078,464 | 1,648,117 | 195.77 | 132.60 | 114.5 | $3.89 | | 2023 | 1,560,517 | 1,197,550 | 773,562 | 612,725 | 137.64 | 96.65 | 107.7 | $3.67 | | 2022 | 1,962,364 | 2,312,092 | 898,772 | 1,033,291 | 169.60 | 97.52 | 93.3 | $3.21 | | 2021 | 1,548,814 | 3,364,352 | 786,865 | 1,575,947 | 163.64 | 124.06 | 74.6 | $2.97 | | 2020 | 1,268,318 | 1,122,055 | 701,121 | 634,328 | 101.66 | 89.69 | 58.9 | $2.59 |

  108. Pay Versus Performance Disclosure

    | (1) James A. Hillebrand was our PEO for each year presented in the table above. The individuals comprising the non-PEO NEOs for each year presented are listed below. |

  109. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Phillip S. Poindexter | Phillip S. Poindexter | Phillip S. Poindexter | Phillip S. Poindexter | Phillip S. Poindexter | | T. Clay Stinnett | T. Clay Stinnett | T. Clay Stinnett | T. Clay Stinnett | T. Clay Stinnett | | Kathy C. Thompson | Kathy C. Thompson | Kathy C. Thompson | Kathy C. Thompson | Michael V. Rehm | | William M. Dishman III | William M. Dishman III | Michael V. Rehm | Michael V. Rehm | Shannon B. Budnick |

  110. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our PEO and non-PEO NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |

  111. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  112. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 2,534,484 | 0 | (658,700) | 0 | 2,094,892 | 3,970,676 |

  113. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non- PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,078,464 | 0 | (268,317) | 0 | 837,970 | 1,648,117 |

  114. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  115. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 2,178,314 | 175,288 | 0 | (258,710) | 0 | 0 | 2,094,892 |

  116. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 859,989 | 61,795 | 0 | (83,814) | 0 | 0 | 837,970 |

  117. Pay Versus Performance Disclosure

    | (5) The Peer Group Total Shareholder Return (TSR) set forth in this table utilizes the KBW NASDAQ Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW NASDAQ Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  118. Pay Versus Performance Disclosure

    | (6) We determined diluted earnings per share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2024. |

  119. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR for the KBW NASDAQ Bank Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our net income during the five most recently completed fiscal years. Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Diluted Earnings Per Share The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s Diluted Earnings Per Share during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and each of the non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked. We refer you to the section captioned “Compensation Discussion and Analysis” beginning on page 30 of this Proxy Statement for a discussion of each of these measures and how they are used in our executive compensation program.

  120. Pay Versus Performance Disclosure

    | James A. Hillebrand | Philip S. Poindexter | T. Clay Stinnett | Michael V. Rehm | Shannon B. Budnick | | Diluted Earnings Per Share Return on Average Assets | Diluted Earnings Per Share Return on Average Assets | Diluted Earnings Per Share Return on Average Assets | Diluted Earnings Per Share Return on Average Assets Loan Growth | Diluted Earnings Per Share Return on Average Assets Net New Business* Income Before Overhead Allocation and Taxes* |

  121. Pay Versus Performance Disclosure

    * Two of Ms. Budnicks financial measures, Net New Business and Income Before Overhead Allocation and Taxes, relate strictly to her line of business, Wealth Management and Trust.