DEF 14A of Carter Bankshares, Inc., Apr 25, 2025

DEF 14A of Carter Bankshares, Inc.

Filed Apr 25, 2025 · FY20240001829576-25-000030

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The exact size of the Board shall be fixed by the Board prior to each annual meeting. As established in the Company's Articles of Incorporation and Bylaws, the number of Directors shall at no time be less than 5 nor more than 30. On March 18, 2025, Director E. Warren Matthews notified the Board that he would not stand for re-election to the Board at the Annual Meeting. Mr. Matthews continues to serve as a member of the Board through the end of his current term, which ends at the Annual Meeting. The Board has approved decreasing the size of the Board from 12 to 11 Directors, effective as of the end of the Annual Meeting. The Nominating and Compensation Committee has recommended and the Board has nominated the 11 persons named below to the Board to serve until the 2026 Annual Meeting of Shareholders or until their successors have been elected and qualified. Each of the nominees is a current member of the Board. The Board believes that the nominees will be available and able to serve as Directors if elected, but if any of these nominees becomes unavailable or unable to serve, the persons named in the proxy may exercise discretionary authority to vote for a substitute proposed by the Board. In no event will a proxy be voted for more than 11 Directors. The Board is not aware of any family relationship between any Director, executive officer or person nominated by the Company to become a Director; nor is the Board aware of any involvement in legal proceedings that would be material to an evaluation of the ability or integrity of any Director, executive officer or person nominated to become a Director. The following paragraphs provide information regarding each nominee’s specific experience, qualifications, attributes and skills that led to the conclusion that he or she should serve as a Director. We also believe that all of our Director nominees have a reputation for honesty and adherence to high ethical standards. References below to joining the Board refer to the board of directors of the Bank for years 2006 to 2020, and these persons became Directors of the Company as of the holding company reorganization. It is the intent of the persons named in the proxy, unless otherwise directed therein, to vote “FOR” the election of the following nominees: Michael R. Bird has more than 30 years of experience in the long-term care industry. He retired from Virginia Lutheran Homes, Inc., which owns and operates a continuing care retirement community and nursing and rehabilitation center in Roanoke, Virginia and subsidized apartments with supportive services in New Market, Virginia, in April 2020 where he had held the position of Chief Financial Officer ("CFO") since May 2013. Prior to this, he served as CFO of Waveny LifeCare Network, a provider of long-term care, assisted living, independent living and home healthcare in New Canaan, Connecticut. He earned his Bachelor’s Degree in Accounting from Central Connecticut State University in New Britain, Connecticut and MBA from Sacred Heart University in Fairfield, Connecticut. Mr. Bird was appointed to the Board in 2018. Mr. Bird is qualified to serve as a Director due to his broad experience in finance and accounting. Kevin S. Bloomfield is the managing partner at Bloomfield Partners, LLC which makes equity investments in software, technology and life science innovation companies, since 2014. Previously he was Chief Executive Officer ("CEO") of NetVentures where he helped to build a fast-growing, disruptive cloud-based Operations & Fund Accounting software platform for progressive non-profit organizations. He led the company’s growth from an early-stage startup with just a handful of customers to the market leader with over 500 customers that processed over two billion dollars of customer transactions. In 2014, NetVentures was acquired by the private equity firm Pamlico Capital. He earned his Bachelor’s Degree from Radford University. Mr. Bloomfield was appointed to the Board in 2020. Mr. Bloomfield is qualified to serve as a Director due to his business background and leadership roles within the community. Robert M. Bolton is the founder of Iron Bay Capital and is currently the President, CEO and Chief Investment Officer ("CIO") to the Iron Bay Fund LP, which invests exclusively in financial services companies, specifically community banks. He has over 30 years of experience in banking, asset management and equity trading. Before forming Iron Bay Capital in 2011, Mr. Bolton worked at Mendon Capital, where he was managing director and head trader. He was responsible for overseeing four different domestic equity financial services portfolios. He was also a senior member of the investment committee and was in charge of strategy implementation and trading. Earlier in his career, Bolton was both a proprietary trader for Pershing Trading Company in New York, and an award-winning banker with The Bank of New York. He has an extensive background in both fundamental and technical research. Mr. Bolton is a retired board member of HopFed Bancorp, Inc. in Kentucky (Nasdaq: HFBC), which merged with First Financial Corporation in 2019, and Naugatuck Valley Financial Corp. in Connecticut (Nasdaq: NVSL), which merged with Liberty Bank in 2016. He earned his Bachelor’s Degree in Philosophy from St. Bonaventure University and attended the University of Rochester-Simon School of Business. Mr. Bolton was appointed to the Board in 2020. Mr. Bolton is qualified to serve as a Director due to his broad knowledge in banking and finance. Gregory W. Feldmann is President and Founder of Skyline Capital Strategies, LLC, a management consultancy firm providing advisory services in the areas of corporate finance, private equity, business and financial strategy, mergers and acquisitions ("M&A"), and performance related studies, since 2011. He is a former President, CEO and Director of StellarOne Bank. Mr. Feldmann was appointed to the Board in 2017 and currently serves as the Lead Independent Director of the Board. Mr. Feldmann is qualified to serve as a Director due to his business and banking background in commercial banking, investment banking and brokerage and private equity and experience in other executive and leadership roles, both in private and public companies. James W. Haskins is an attorney and principal in the law firm of Young, Haskins, Mann, Gregory and Wall, P.C., Martinsville, Virginia. He also served as a director of Mountain National Bank from 1996 until its merger into Carter Bank & Trust and of Patrick Henry National Bank from 1982 until its merger into Carter Bank & Trust. Mr. Haskins was appointed as Chairman of the Board in 2017; prior to that appointment, he served as Vice Chairman of the Board. Mr. Haskins is qualified to serve on the Board due to his legal expertise and his prominence in the Company’s market area. Phyllis Q. Karavatakis served as Senior Executive Vice President, Special Projects of Carter Bank & Trust from 2020 until her retirement in December 2024. Prior to serving in this role, she served as President and Chief Banking Officer. Before she was President and Chief Banking Officer, she served as Executive Vice President and Chief Lending Officer and held other various roles in her over 45 years employed with the Bank and now with the Company. Ms. Karavatakis was appointed to the Board in 2017 and was also appointed Vice Chairman in 2017. Ms. Karavatakis is qualified to serve as a Director due to her business experience along with in-depth knowledge of the banking industry.

  2. ELECTION OF DIRECTORS

    Jacob A. Lutz, III is a retired former partner of the law firm now known as Troutman Pepper Locke LLP's ("Troutman Pepper Locke") Richmond, Virginia office, having served with the firm and its predecessors from 1990 until his retirement in December 2021. He was Chair of Troutman Pepper Locke's Financial Institution Practice firm-wide for 20 years, with a focus on advising banks and other financial service companies on a variety of matters including securities and capital markets, mergers and acquisitions, regulation and compliance, and community banking. Prior to this, Mr. Lutz was an attorney with the Federal Deposit Insurance Corporation ("FDIC") in its Washington, D.C. headquarters and Atlanta, Georgia regional office with responsibility for supervisory and regulatory matters as well as failed bank M&A and asset disposition. Mr. Lutz has a Bachelor's Degree in Finance from Virginia Polytechnic Institute and State University and a J.D. from William and Mary Law School. He also has a Certificate of Completion from the Harvard Law School Program of Instruction for Lawyers. Mr. Lutz was appointed to the Board in 2022. Mr. Lutz is qualified to serve as a Director due to more than 40 years of legal and regulatory expertise in the banking industry involving management of legal, credit, regulatory, strategic, operational and compliance risk, among others in the Company's market area. Catharine L. Midkiff worked for more than 20 years as an Executive with General Electric Capital Corporation in risk management, operations, and finance in its Asia, Europe, and United States markets, retiring in 2017. Prior to this, she served as Vice President and Director in other General Electric entities located in the United States, Japan, Korea, Thailand and Hong Kong. A Certified Public Accountant, Ms. Midkiff has a Bachelor’s Degree in Commerce with a specialization in Finance and Accounting from the University of Virginia. She is certified in Six Sigma as a master black belt, the highest level credential in management techniques to improve business processes, primarily by reducing risks, and has completed numerous specialty programs, such as an asset-based finance program from the University of Pennsylvania’s Wharton School and the Commercial Finance Association. Ms. Midkiff was appointed to the Board in 2018. Ms. Midkiff is qualified to serve as a Director due to her broad based experience in accounting, risk management and finance with executive roles in public companies. Curtis E. Stephens is an experienced Board Member, Executive, Entrepreneur and Advisor in the consumer services, transportation, real estate, manufacturing, technology and sports and entertainment industries. He is a Co-Founder of Name, Image, and Likeness ("NIL") Metaverse Studios, Inc. since 2021, an early stage business developing and bringing together a Web3 technology platform in the collegiate NIL space. He has served as Chief Operating Officer (on a fractional basis) of United Network for Collegiate Pantry Sharing, Inc., a collaborative initiative that seeks to address short-term food relief for those experiencing food insecurities while enrolled as students at universities and colleges within the United States since 2020. In 2019, Mr. Stephens was Area Vice President-Administration-Mid Atlantic Region for StoneMor Partners, L.P., the second largest network of cemeteries and funeral homes in the United States and was responsible for managing and mitigating legal and regulatory compliance risks. Prior to this, he was Certified as a Contract Advisor by National Football League Players Association and served as Managing Director of Marketing Xchange Worldwide, LLC from September 1997 until October 2017, a full-service sports agency that specialized in both contract negotiation and venture management for professional athletes in the National Football League. He was Vice President, Administration and Operations of Stephens Transportation Corporation from January 2010 until December 2018. Mr. Stephens holds an MBA from Virginia Commonwealth University-School of Business and a Bachelors' Degree in Economics from Rutgers University. Mr. Stephens also holds various certificates from Harvard Business School, Directors Chief Risk Officer Institute and Private Directors Association. Mr. Stephens was appointed to the Board in 2022. Mr. Stephens is qualified to serve as a Director due to his business background, leadership roles, and broad experience in finance, risk management and technology transformation in private and public companies. Litz H. Van Dyke is CEO of Carter Bankshares, Inc. and Carter Bank & Trust and previously served as Executive Vice President. Prior to joining Carter Bank & Trust in 2016, Mr. Van Dyke was a Practice Manager for CCG Catalyst Consulting Group based in Phoenix, Arizona, assisting banks with strategic advisory services. He served as Chief Operating Officer for StellarOne Corporation from 2008 to 2012. Mr. Van Dyke was appointed to the Board in 2017. Mr. Van Dyke is qualified to serve as a Director due to his prior experience in senior executive roles with a number of Virginia-based banking institutions with responsibilities including credit administration, regulatory risk management, information technology ("IT"), operations, marketing, and facilities as well as extensive work with commercial, retail, and mortgage lines of business. Elizabeth L. Walsh is the owner and managing member of Eliz, LLC, a consulting practice specializing in accounting, IT, data analytics and real estate projects since 2023. Ms. Walsh worked in Curriculum Development from 2018 to 2023 for Becker Professional Education ("Becker") where she primarily created an emerging technology curriculum. Ms. Walsh also previously wrote Continuing Professional Education courses for the American Institute of Certified Public Accountants where she served as Director of Knowledge Management, Becker and Agate Publishing. Ms. Walsh earned her Bachelor’s Degree in Accounting Information Systems from Virginia Polytechnic Institute and State University. Ms. Walsh was appointed to the Board in 2020. Ms. Walsh is qualified to serve as a Director due to her broad experience in accounting, technology and finance. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE DIRECTOR NOMINEES LISTED ABOVE.

  3. Compensation Discussion & Analysis

    In 2024, the Committee engaged Pearl Meyer to assist in an evaluation of the competitiveness of the executive compensation program and to provide information on executive compensation at these peer banks, including market trends and developments in executive compensation. The Committee reviews each executive’s performance and contribution to the overall Company goals, as well as recommendations of Pearl Meyer, in determining the level of salary and other compensation for the coming year. The Committee considers the peer data to ensure that the Company’s compensation programs are competitive and close to the median of market practices of the peer companies, although for certain positions the Company’s cash and short-term incentive compensation remains slightly below the median of the peer group but within an overall competitive range. When setting compensation for fiscal 2024 and in determining compensation policies, the Committee also took into account the results of the shareholder advisory vote on executive compensation that took place in May 2024. In that vote, which is advisory and non-binding, shareholders approved the compensation of our NEOs as disclosed in the proxy statement for the 2024 Annual Meeting of Shareholders. A substantial majority (86.1%) of votes cast approved the executive compensation program described in the Company’s proxy statement for the 2024 Annual Meeting of Shareholders. The vote results were taken into consideration when setting the compensation for 2024 and are being taken into consideration by the Committee when setting the compensation for 2025. The Committee generally views the vote results as an indication that the Company has been generally effective in implementing its compensation philosophy and objectives. Nevertheless, since market practice and the Company's business needs continue to evolve, the Committee continually evaluates our compensation program, with input from the independent compensation consultant, and makes changes when warranted.

  4. Employment / Change of Control Severance Agreements

    Employment / Change of Control Severance Agreements The Company has entered into employment agreements with Mr. Van Dyke, Ms. Bell, Mr. Speare and Mr. Langs and a change of control severance agreement with Mr. Kallsen. Each of these agreements was originally entered into with the Bank and was amended and restated effective as of November 20, 2020 in connection with the holding company reorganization to add the Company as a party and make corresponding and other administrative changes. The terms of the agreements are substantially similar to each other as described below. Van Dyke Employment Agreement Mr. Van Dyke and the Company are parties to an amended and restated employment agreement, dated as of November 20, 2020 (the “Van Dyke Agreement”), which had an initial term of two years, beginning on October 1, 2017. The employment term automatically renewed most recently on October 1, 2023 and will automatically renew on each subsequent two-year anniversary for an additional two-year term unless either party provides at least 60 days’ advance notice of non-renewal. Pursuant to the Van Dyke Agreement, Mr. Van Dyke’s current annual base salary is $678,038, subject to increase by the Company’s Board at its discretion. He also receives $700 per month as an automobile allowance. Mr. Van Dyke is eligible to participate in the Company’s annual bonus plan, associate benefit plans and programs on terms offered to similarly situated associates and is eligible to receive equity awards in the discretion of the Company’s Board. The Company may terminate Mr. Van Dyke’s employment with or without cause (as defined in the Van Dyke Agreement), with or without notice. Mr. Van Dyke also may voluntarily terminate his employment with the Company at any time for Good Reason (as defined in the Van Dyke Agreement). In the event the Company terminates Mr. Van Dyke’s employment without cause or Mr. Van Dyke terminates his employment for Good Reason, Mr. Van Dyke will receive any unpaid base salary, any annual bonus compensation earned and awarded but not yet paid, and any vested benefits (collectively, the “Accrued Obligations”). He will also receive a monthly severance payment equal to one-twelfth of his annual base salary for 18 months and continued associate health insurance coverage for 18 months. Payment of these severance benefits is subject to receipt by the Company of a signed release and waiver of claims and satisfaction of other requirements, conditions, and limitations set forth in the Van Dyke Agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. In the event the Company terminates Mr. Van Dyke’s employment without cause or Mr. Van Dyke terminates his employment for Good Reason within two years after a Change of Control (as defined in the Van Dyke Agreement), Mr. Van Dyke will receive the Accrued Obligations, plus a lump sum severance payment equal to 2.99 times his annual base salary, continued associate health insurance coverage for 18 months and a lump sum payment equal to Mr. Van Dyke’s highest annual bonus earned from the Company for the three years prior to termination. The Van Dyke Agreement provides for these Change of Control severance benefits on a “best net” approach, under which Mr. Van Dyke’s Change of Control benefits will be reduced to avoid the golden parachute excise tax under Section 280G of the Internal Revenue Code unless without such a reduction he would receive more after-tax compensation than with a reduction. Payment of these severance benefits is subject to receipt by the Company of a signed release and waiver of claims and satisfaction of other requirements, conditions, and limitations set forth in the Van Dyke Agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. In the event of a termination for Cause or due to Incapacity, Mr. Van Dyke will be entitled to receive his Accrued Obligations. If he dies while employed by the Company, the Company will pay Mr. Van Dyke’s spouse, if his spouse survives him, or, if not, his estate, his Accrued Obligations and an amount equal to his base salary from the date of his death through the end of the month in which his death occurs. Bell Employment Agreement Ms. Bell and the Company are parties to an amended and restated employment agreement, dated as of November 20, 2020 (the “Bell Agreement”). The terms of the Bell Agreement are substantially the same as the Van Dyke Agreement, except as follows. The initial term of the Bell Agreement was two years, beginning on July 24, 2017. The employment term automatically renewed most recently on July 24, 2024 and will automatically renew on each subsequent anniversary for an additional one-year term unless either party provides at least 60 days’ advance notice of non-renewal. Pursuant to the Bell Agreement, Ms. Bell’s current annual base salary is $413,400, subject to increase by the Company’s Board in its discretion. She also receives $500 per month as an automobile allowance. In the event the Company terminates Ms. Bell’s employment without cause or Ms. Bell terminates her employment for Good Reason, in addition to the Accrued Obligations, she will also receive a monthly severance payment equal to one-twelfth of her annual base salary for 12 months and continued associate health insurance coverage for 12 months. In the event the Company terminates Ms. Bell’s employment without cause or Ms. Bell terminates her employment for Good Reason within two years after a Change of Control (as defined in the Bell Agreement), Ms. Bell will receive the Accrued Obligations, plus a lump sum severance payment equal to 24 months of her annual base salary, continued associate health insurance coverage for 18 months and a lump sum payment equal to Ms. Bell’s highest annual bonus earned from the Company for the three years prior to termination. Speare Employment Agreement Mr. Speare and the Company are parties to an amended and restated employment agreement, dated as of November 20, 2020 (the “Speare Agreement”). The terms of the Speare Agreement are substantially the same as the Van Dyke Agreement, except as follows. The initial term of the Speare Agreement was one year, beginning on July 3, 2017. The employment term automatically renewed most recently on July 3, 2024 and will automatically renew on each subsequent anniversary for an additional one-year term unless either party provides at least 60 days’ advance notice of non-renewal. Pursuant to the Speare Agreement, Mr. Speare’s current annual base salary is $386,250, subject to increase by the Company’s Board in its discretion. He also receives $500 per month as an automobile allowance. In the event the Company terminates Mr. Speare’s employment without cause or Mr. Speare terminates his employment for Good Reason, in addition to the Accrued Obligations, he will also receive a monthly severance payment equal to one-twelfth of his annual base salary for 12 months and continued associate health insurance coverage for 12 months. In the event the Company terminates Mr. Speare’s employment without cause or Mr. Speare terminates his employment for Good Reason within two years after a Change of Control (as defined in the Speare Agreement), Mr. Speare will receive the Accrued Obligations, plus a lump sum severance payment equal to 24 months of his annual base salary, continued associate health insurance coverage for 18 months and a lump sum payment equal to Mr. Speare’s highest annual bonus earned from the Company for the three years prior to termination. Langs Employment Agreement

  5. Employment / Change of Control Severance Agreements

    Mr. Langs and the Company are parties to an amended and restated employment agreement, dated as of November 20, 2020 (the “Langs Agreement”). The terms of the Langs Agreement are substantially the same as the Van Dyke Agreement, except as follows. The initial term of the Langs Agreement was one year, beginning on June 19, 2017. The employment term automatically renewed most recently on June 19, 2024 and will automatically renew on each subsequent anniversary for an additional one-year term unless either party provides at least 60 days’ advance notice of non-renewal. Pursuant to the Langs Agreement, Mr. Langs’ current annual base salary is $556,200, subject to increase by the Company’s Board in its discretion. He also receives $500 per month as an automobile allowance. In the event the Company terminates Mr. Langs’ employment without cause or Mr. Langs terminates his employment for Good Reason, in addition to the Accrued Obligations, he will also receive a monthly severance payment equal to one-twelfth of his annual base salary for 12 months and continued associate health insurance coverage for 12 months. In the event the Company terminates Mr. Langs’ employment without cause or Mr. Langs terminates his employment for Good Reason within two years after a Change of Control (as defined in the Langs Agreement), Mr. Langs will receive the Accrued Obligations, plus a lump sum severance payment equal to 24 months of his annual base salary, continued associate health insurance coverage for 18 months and a lump sum payment equal to Mr. Langs’ highest annual bonus earned from the Company for the three years prior to termination. Kallsen Change of Control Severance Agreement Mr. Kallsen and the Company are parties to an amended and restated change of control severance agreement, dated as of November 20, 2020 (the “Kallsen Agreement”). In the event the Company terminates Mr. Kallsen's employment without cause or Mr. Kallsen resigns for Good Reason, in each case within two years after a Change of Control (as defined in the Kallsen Agreement), Mr. Kallsen will receive the Accrued Obligations. If Mr. Kallsen executes and delivers to the Company a signed release and waiver of claims, Mr. Kallsen will also receive an amount equal to his annual base salary plus his average annual bonus payable from the Company for the three years prior to termination, payable over 12 months, and a lump sum payment equal to continued associate health insurance coverage for 12 months. The Kallsen Agreement provides for these Change of Control severance benefits on a “best net” approach, under which Mr. Kallsen’s Change of Control benefits will be reduced to avoid the golden parachute excise tax under Section 280G of the Internal Revenue Code unless without such a reduction he would receive more after-tax compensation than with a reduction. Payment of these severance benefits is subject to satisfaction of other requirements, conditions, and limitations set forth in the Kallsen Agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. In the event of a termination for cause or due to death or Incapacity within two years after a Change of Control, Mr. Kallsen will be entitled to receive any unpaid base salary and any vested benefits.

  6. Annual Incentive Plan

    Annual Incentive Plan The Committee has adopted an annual incentive plan for the purpose of awarding annual bonuses to certain associates based upon the achievement of annual performance objectives established each year under the plan. This was implemented in order to position the Company to be competitive with its peers with respect to overall executive compensation. The annual incentive plan covers the Company’s executive officers and certain executive vice presidents (each, a “Participant”), which includes all of the Company’s NEOs. The goal of the annual incentive plan is to motivate Participants to maximize shareholder value by achieving performance while limiting risk appropriately and maintaining the safety and soundness of the Company. The plan is an annual incentive plan that is approved each year with a performance year running from January 1 through December 31. The Committee oversees the administration of the plan, as well as plan design, determination of performance measures, goals and weightings and award payouts, partly based on input from the Company’s CEO. At the beginning of each year, the Committee develops a bonus template for the Company's CEO and the Company's CEO, in consultation with the Committee, develops a bonus template for each of the other Participants. The primary elements of each template are: •Percentage of base salary as target bonus opportunity, •Performance measures and goals selected from the Company’s approved budget numbers for the year or other objective measures such as asset quality ratios, and •Weightings assigned to the selected performance measures. Under the annual incentive plan, a Participant can earn a target bonus of a specific percentage of the Participant’s base salary, with bonus payouts ranging from 80% (for performance at 80% of target) up to 120% (for performance at or above 120% of target). For 2024, these target percentages for the NEOs were as follows:

  7. Annual Incentive Plan

    | Participant | Target % of Base Salary | | CEO | 35% | | President & Chief Strategy Officer, CFO, Chief Operations Officer, Chief Credit Officer | 35% |

  8. Annual Incentive Plan

    Performance measures under the plan are determined each year, in the categories of profitability, capital effectiveness and safety and soundness. The performance measures, goals and weightings assigned to them may change from year to year, and are typically the same for all Participants in any given year, although that is subject to change. The amount of bonus earned by a Participant each year will depend on the Company’s achievement with respect to the performance measure goals selected for that year, multiplied by the applicable weightings, multiplied by the Participant’s base salary and percentage of base salary opportunity, within the established payout ranges. Bonus amounts earned based on the Company’s performance for a year are reviewed and certified by the Committee and paid to the Participant between January 1 and March 15 of the following year, generally shortly after the year’s results have been finalized and the Company’s earnings for the year have been announced. The plan has both short-term and long-term components, as the bonus amounts currently are paid approximately 70% in cash and 30% in shares of restricted common stock of the Company, with time-based vesting in three annual installments. For 2024, the Committee selected the same performance measure goals and weightings for each of the Participants, including the Company's NEOs. The following table shows the performance measure goals for the annual incentive plan for 2024, as well as the weightings of these goals and the achievement with respect to each goal:

  9. Annual Incentive Plan

    | Performance Measure | Weighting | Target Performance Goal | Performance Achieved | Percentage of Performance Achieved | Discretionary Bonus Added | Total Percentage of Target Payout | | Core Earnings per Share (1) | 25% | $0.83 | $1.05 | 30% | | | | Core ROAA (1) | 25% | 0.42% | 0.53% | 30% | | | | Core ROATCE (1) | 25% | 5.47% | 6.54% | 30% | | | | Core Efficiency (1) | 25% | 71.83% | 80.95% | 24% | | | | Weighted Average Bonus Amount Earned | | | | 114% | | | | Total Bonus Amount Awarded | | | | | 25% | 139% |

  10. Annual Incentive Plan

    (1) Non-GAAP core earnings per share, core return on average assets ("ROAA"), core return on average tangible common equity ("ROATCE") and core efficiency are calculated utilizing financial data on a GAAP basis and excluding all extraordinary items, whether positive or negative. Extraordinary items include items such as security gains and losses, other real estate owned gains or losses, other real estate owned income and contingent liabilities, net of tax. Following the end of the year, the Committee reviewed the Company’s performance with respect to these goals for 2024. Based on the Company's performance with respect to these goals, the percentage of performance achieved across all of the performance measures was 114%. In light of such strong performance, despite the impacts of the largest non-performing loan relationship, the Committee determined it was appropriate to exercise discretion to pay additional bonus amounts for 2024. This was primarily driven by a reserve release related to curtailment payments and a lower risk profile of our largest non-performing loan relationship. The Board of Directors agreed with this recommendation and the Participants were issued cash in February 2025 and restricted shares of common stock in early March 2025. The bonus amounts were paid approximately 70% in cash and 30% in shares of restricted common stock of the Company, with time-based vesting in three annual installments. These shares of restricted common stock were granted under the Carter Bankshares, Inc. Amended and Restated 2018 Omnibus Equity Incentive Plan, which is discussed further below. The non-discretionary bonus amounts earned by the NEOs for 2024 performance under this plan are reported as "Non-Equity Incentive Plan Compensation" for 2024 in the Summary Compensation Table, and the discretionary portion of the bonus amounts awarded to the NEOs are reported as "Bonus" in the Summary Compensation Table.

  11. Long-Term Incentive Plan

    Long-Term Incentive Plan The Committee approved the long-term incentive program (the "LTIP") for certain associates, under which shares of restricted stock and performance units are to be awarded periodically under the Carter Bankshares, Inc. Amended and Restated 2018 Omnibus Equity Incentive Plan (the "Equity Plan"). The LTIP covers the Company’s executive officers and certain executive vice presidents (each, a “Participant”), which includes all of the Company’s NEOs. The goal of the LTIP is to promote leadership retention and management continuity, to reward management for strong sustained value creation and financial performance and to align the executives' interests with those of our shareholders through appropriately-sized grants of equity compensation. It is the Company's intent to maximize shareholder value by achieving performance while limiting risk appropriately and maintaining the safety and soundness of the Company by awarding shares of restricted stock and performance units. The Committee granted the first awards under the LTIP in March 2022. Due to uncertainty with respect to the Company's financial performance in 2023, no awards under the LTIP were granted in 2023. In late 2023, the Committee approved the grant of LTIP awards for 2024, which were granted on January 5, 2024. Based on the prior recommendation of Pearl Meyer, these grants were divided as 70% performance-based as performance units and 30% retention-based as restricted shares. The time-based restricted stock awards cliff-vest on the fifth anniversary of the grant date, subject to accelerated vesting in certain circumstances. The performance units granted under the LTIP can be earned from 0% to 110% of target based on achieving the applicable performance goals and will be paid to the extent earned after the end of the three-year performance period, subject to accelerated vesting in certain circumstances.

  12. Grant of 2024 Performance Units (2024-2026 Performance Period)

    Grant of 2024 Performance Units (2024-2026 Performance Period) The 2024 performance units ("2024 PUs") are subject to four equally weighted performance-based goals established by the Committee: return on average assets ("ROAA"), core efficiency ratio, total shareholder return ("TSR") and the non-performing assets ratio. Non-GAAP core efficiency is calculated utilizing financial data on a GAAP basis and excluding all extraordinary items, whether positive or negative. Extraordinary items include items such as security gains and losses, other real estate owned gains or losses, other real estate owned income and contingent liabilities, net of tax. The Committee added the TSR metric as a performance goal to align driving shareholder value with management's long-term incentive. This is also a recommendation and best practice highlighted in executive compensation research by proxy advisory services, such as Glass Lewis and Institutional Shareholder Services ("ISS"). Achievement with respect to these goals will be measured by comparing the Company's performance during the three-year performance period of January 1, 2024 to December 31, 2026 to a peer group consisting of the companies listed on the ABAQ index of publicly traded community banking companies on the first business day of the performance period. The level of achievement percentage that corresponds to the Company's percentile ranking for each performance goal will be applied to one-fourth of the target number of performance units. Failure to meet threshold performance during the performance period means no performance units for that performance goal will be earned. The level of achievement is calculated separately for each performance goal and the level of achievement for one performance goal does not impact the other performance goals. The percentile ranking of the Company as compared to peer group was increased in the grant of the 2024 PUs to incent the NEOs to further drive Company performance to the 67th percentile, or a top third performer. The Committee and the Board want the Company to be an upper tier performer within its ABAQ peer group as this will help to drive shareholder value and assure the Company's competitiveness on a longer term basis. Performance Goal 1, ROAA, does not adjust for extraordinary items as calculated in the annual incentive plan financial metrics as described above. This is largely due to the inability to extrapolate a core ROAA for the ABAQ peer group. However, the core efficiency ratio is calculated the same for purposes of both the 2024 PUs and the annual incentive plan. The performance goals under the 2024 PUs are summarized in the following table:

  13. Grant of 2024 Performance Units (2024-2026 Performance Period)

    | Performance Goal | Percentage of Target Performance Units Subject to Performance Vesting | Percentile Ranking of Company vs Peer Group for Performance Period Percentage Earned Threshold % - Target % - Stretch% | | Performance Goa1 1: ROAA | 25% | 54th Percentile - 67th Percentile - 74th Percentile 80% - 100% - 110% | | Performance Goal 2: Core Efficiency Ratio | 25% | 54th Percentile - 67th Percentile - 74th Percentile 80% - 100% - 110% | | Performance Goal 3: TSR | 25% | 54th Percentile - 67th Percentile - 74th Percentile 80% - 100% - 110% | | Performance Goal 4: Non-Performing Assets Ratio | 25% | 54th Percentile - 67th Percentile - 74th Percentile 80% - 100% - 110% |

  14. Grant of 2024 Performance Units (2024-2026 Performance Period)

    If the performance criteria and service requirements are met, these performance units will vest on the payment date which is within 70 days following the end of the performance period. The Company will pay the performance units that have vested in shares of the Company's common stock.

  15. Performance of 2022 Performance Units (2022-2024 Performance Period)

    Performance of 2022 Performance Units (2022-2024 Performance Period) As previously described in the Company's proxy statement for the Company's 2023 Annual Shareholders' Meeting, as part of the LTIP, PUs with a three-year performance period ending on December 31, 2024 ("2022-2024 Performance Period") were granted to each of the named executive officers ("2022 PUs"). The 2022 PUs were subject to three equally weighted performance-based goals established by the Committee: ROAA, core efficiency ratio and the non-performing assets ratio. For each of these performance goals, the threshold, target and stretch performance levels were 40th percentile, 50th percentile and 55th percentile, respectively. Achievement with respect to these goals was measured by comparing the Company's performance during the 2022-2024 Performance Period to a peer group consisting of companies listed on the ABAQ index of publicly traded community banking companies on the first day of the 2022-2024 Performance Period. The Committee certified ROAA attainment at the 24th percentile, which was below the threshold performance level; core efficiency ratio at the 18th percentile, which was below the threshold performance level, and the non-performing assets ratio at the 0th percentile, which was below the threshold performance level. The Company's financial performance was negatively impacted by a single large non-performing relationship during the 2022-2024 Performance Period, which primarily contributed to non-achievement of the financial metrics. Since achievement with respect to each of the performance goals was below the threshold performance level, no portion of the 2022 PUs was earned, and the units were forfeited upon the Committee's certification in February 2025.

  16. Performance Table for 2022 PUs

    | Performance Goal | Percentage of Target Performance Units Subject to Performance Vesting | Percentile Ranking of Company vs Peer Group for Performance Period Percentage Earned Threshold % - Target % - Stretch% | Performance Achieved | Achievement of Performance Goal | | Performance Goa1 1: ROAA | 33.3% | 40th Percentile - 50th Percentile - 55th Percentile 80% - 100% - 110% | 24th Percentile | 0 | | Performance Goal 2: Core Efficiency Ratio | 33.3% | 40th Percentile - 50th Percentile - 55th Percentile 80% - 100% - 110% | 18th Percentile | 0 | | Performance Goal 3: Non-Performing Assets Ratio | 33.4% | 40th Percentile - 50th Percentile - 55th Percentile 80% - 100% - 110% | 0th Percentile | 0 |

  17. Equity Compensation

    Equity Compensation The Company grants equity compensation pursuant to the Equity Plan. The Equity Plan authorizes the issuance of up to 2,000,000 shares of common stock for awards to key associates and non-employee Directors of the Company and its subsidiaries as determined by the Committee, which has been appointed by the Board to administer the Equity Plan. The Equity Plan authorizes the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards, performance units and performance cash awards. Subject to accelerated vesting under certain circumstances, the Equity Plan requires a minimum vesting period of one year for awards subject to time-based conditions and a minimum performance period of one year for awards subject to achievement or satisfaction of performance goals. These minimums are applicable to awards other than those granted as part of a retainer for the service of non-employee Directors. With respect to executive compensation, the purpose of the Equity Plan is to provide incentives to certain key associates to align their personal interests with the long-term financial success of the Company and with growth in shareholder value, consistent with the Company’s risk management practices. In addition to the LTIP awards granted in February 2025, January 2024 and March 2022, in March 2025, February 2023 and February 2022, the Company granted restricted stock awards to several associates, including all of the NEOs, in connection with the annual incentive plan bonus payouts for 2024, 2022 and 2021 performance. The restricted stock vests in equal installments on each of the first, second and third anniversaries of the grant date, subject to accelerated vesting in certain circumstances. As discussed above, the Committee anticipates granting future awards of restricted stock to associates, including the NEOs, in connection with the annual incentive plan and future awards of restricted stock and performance units to associates, including the NEOs, pursuant to the LTIP, and may also grant other equity awards under the Equity Plan as part of the Company’s compensation program.

  18. Grant Practices for Stock Options

    Grant Practices for Stock Options Stock options have not been a component of equity compensation awarded by the Company in recent years. The Company did not award stock options to any of the NEOs during 2024. Consequently, the Company does not have a formal policy on the timing or terms of awards of options in relation to the disclosure of material nonpublic information by the Company. For grants of other equity awards, such as restricted stock and performance units, the Committee schedules grants of equity awards at generally consistent times throughout the year. The Company does not time the release of material nonpublic information based on equity award grant dates for the purpose of affecting the value of executive compensation.

  19. Clawback Policies

    Clawback Policies The Committee has adopted two clawback policies. The Dodd-Frank Clawback Policy, which became effective on October 2, 2023 and implements the requirements of Exchange Act Rule 10D-1 and Nasdaq’s Listing Rule 5608, provides for the recoupment, under certain conditions, of certain incentive-based compensation from executive officers of the Company if the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under the securities laws (an “accounting restatement”). The Supplemental Clawback Policy, which became effective on March 21, 2024, expands the coverage of the Dodd-Frank Clawback Policy to provide for the recoupment, under certain conditions, of cash-based and equity-based incentive compensation from the executive management team (which is a broader group than the Company’s executive officers) in the event of an accounting restatement. The Supplemental Clawback Policy also provides for the recoupment, under certain conditions, of certain cash-based and equity-based incentive compensation from the executive management team and associates who have an employment or change of control severance agreement, cash incentive or equity award agreement or incentive or commission agreement if the executive or employee engages in detrimental conduct. Detrimental conduct means: (1) the commission of a criminal act by the executive or employee that constitutes a felony, (2) a violation by the executive or employee of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which the Company is a member, (3) a violation by the executive or employee of the Company’s Code of Conduct, as determined by the Company in its reasonable discretion, or (4) any misconduct or illegal activity by the employee or executive in performing the work for which incentive compensation covered by the policy is paid, as determined by the Company in its reasonable discretion.

  20. CEO Pay Ratio

    CEO Pay Ratio The Company determined that the 2024 annual total compensation of the median compensated associate of all its associates, other than the CEO, as of December 31, 2024 was $59,782; the CEO’s 2024 annual total compensation was $1,307,901; and the ratio of these amounts was 22:1. The Company identified a new median associate for 2024 due to changes in the Company’s overall cost-center structure and related associate composition since 2023. To do this, we utilized the following methodology. As of December 31, 2024, the Company’s total population consisted of 685 associates, all of whom work in the United States. This population consisted of all of the Company’s full-time and part-time associates. To identify the median compensated associate, we used a consistently applied compensation measure defined as gross wages as reported on each associate’s 2024 Internal Revenue Service (“IRS”) Form W-2. We further annualized pay for those individuals not employed for a full year in 2024, but who were employed as of December 31, 2024. Once we identified our median compensated associate, we calculated the median compensated associate’s and our CEO’s 2024 annual total compensation in accordance with the requirements of the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated associate and calculating the pay ratio based on that associate’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.

  21. Summary Compensation Table

    Summary Compensation Table Fiscal 2022 - 2024 The table below reflects compensation received by each NEO.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-equity Incentive Plan Compensation($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Litz H. Van Dyke | 2024 | $676,847 | $90,623 | $258,316 | $— | $237,313 | $— | $44,813 | $1,307,912 | | CEO of the Company and the Bank | 2023 | $644,618 | $96,863 | — | — | — | — | $43,149 | $784,630 | | | 2022 | $612,513 | — | $232,042 | — | $369,000 | — | $46,274 | $1,259,829 | | Bradford N. Langs | 2024 | $555,167 | $74,337 | $154,512 | — | $194,670 | — | $47,325 | $1,026,011 | | President and Chief Strategy Officer of the Bank | 2023 | $514,282 | $77,250 | — | — | — | — | $45,001 | $636,533 | | | 2022 | $480,628 | — | $102,378 | — | $247,500 | — | $42,713 | $873,219 | | Wendy S. Bell | 2024 | $413,554 | $55,657 | $117,015 | — | $144,690 | — | $48,708 | $779,624 | | CFO of the Company; Senior Executive Vice President and CFO of the Bank | 2023 | $389,724 | $58,500 | — | — | — | — | $46,359 | $494,583 | | | 2022 | $373,320 | — | $88,726 | — | $187,500 | — | $42,794 | $692,340 | | Tony E. Kallsen | 2024 | $351,994 | $47,026 | $74,813 | — | $123,165 | — | $33,863 | $630,861 | | Senior Executive Vice President and Chief Credit Officer of the Bank | 2023 | $339,861 | $51,000 | — | — | — | — | $34,943 | $425,804 | | | 2022 | $321,243 | — | $88,726 | — | $112,700 | — | $36,049 | $558,718 | | Matthew M. Speare | 2024 | $386,369 | $51,622 | $112,517 | — | $135,188 | — | $40,087 | $725,783 | | Senior Executive Vice President and Chief Operations Officer of the Bank | 2023 | $374,667 | $56,250 | — | — | — | — | $38,310 | $469,227 | | | 2022 | $351,244 | — | $88,726 | — | $123,200 | — | $36,486 | $599,656 |

  23. Summary Compensation Table

    (1) For 2024, amounts reflect the discretionary amount of the bonus the Committee determined to pay in excess of the bonus amount earned under the annual incentive plan for 2024 performance and include both the portion of the discretionary bonus paid in cash and the portion paid in shares of restricted stock. For 2023, the Committee recommended to the full Board of Directors, and the full Board of Directors approved, granting each participant in the annual incentive plan a discretionary flat bonus equal to 15% of annual salary to reflect the outstanding work they had completed in 2023, which included strong loan growth, successful expansion in high-growth markets and successful management of liquidity and deposit stability in a challenging market environment, although many of positive effects of this outstanding work were muted in the Company's financial performance for 2023 by the impacts of the single large NPL relationship. (2) Stock awards for 2022 and 2024 consist of time-based restricted stock and performance-based unit awards granted under the Company's LTIP. The performance-based unit awards vest only if, and to the extent earned based on performance achievement over a three-year performance period ending December 31, 2024 and December 31, 2026, respectively, and satisfaction of additional service requirements. No portion of the 2022 PUs was earned based on performance for the 2022-2024 Performance Period, and the units were forfeited upon the Committee’s certification of performance in February 2025. All stock and unit awards are reflected at their grant date fair value, as determined pursuant to Accounting Standards Codification - Topic 718, Stock Compensation ("ASC 718"). Prior to September 1, 2023, we used the closing price of our stock to determine the grant date fair value. Beginning September 1, 2023, we use a 90-day trading day look-back period to estimate the average stock price to resolve issues of rapid stock price fluctuations. The amounts reflected for performance-based unit awards reflect the grant date assumption that we will achieve the required performance goals at target levels. The following table provides the grant date fair value of the performance-based unit awards granted during 2024 and 2022 assuming stretch (or maximum) achievement:

  24. Summary Compensation Table

    | Name | 2024 Stretch Payout | 2022 Stretch Payout | | Litz H. Van Dyke | $198,891 | $144,414 | | Bradford N. Langs | $118,965 | $63,712 | | Wendy S. Bell | $90,090 | $55,217 | | Tony E. Kallsen | $57,596 | $55,217 | | Matthew M. Speare | $86,625 | $55,217 |

  25. Summary Compensation Table

    (3) The amounts in this column for 2022 and 2024 reflect the non-discretionary bonus amounts earned for 2022 and 2024 performance under the annual incentive plan and include both the portion of the bonus paid in cash and the portion paid in shares of restricted stock that were granted in February 2023 and March 2025. In each case, the cash portion and the portion paid in restricted shares of these bonus amounts were paid in the year following the year in which the performance criteria was achieved. (4) The amount of compensation properly categorized in this column, including perquisites and other personal benefits that total more than $10,000, is listed in the table below for 2024 for each NEO.

  26. Summary Compensation Table

    | Name | Medical | 401(k) and Profit Sharing Plan Matching Contributions | Disability Insurance | Life Insurance Premiums | Car Allowance | Gross Ups Car Allowance | Total | | Litz H. Van Dyke | $14,111 | $13,800 | $592 | $4,224 | $8,400 | $3,686 | $44,813 | | Bradford N. Langs | $21,398 | $13,800 | $592 | $2,982 | $6,000 | $2,553 | $47,325 | | Wendy S. Bell | $21,398 | $13,800 | $592 | $4,224 | $6,000 | $2,694 | $48,708 | | Tony E. Kallsen | $8,713 | $12,975 | $592 | $2,982 | $6,000 | $2,601 | $33,863 | | Matthew M. Speare | $14,111 | $13,800 | $592 | $2,982 | $6,000 | $2,602 | $40,087 |

  27. Summary Compensation Table

    The table below reflects information regarding the annual and long-term incentive plan opportunities granted to the NEOs during or for the year ended December 31, 2024.

  28. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  29. Grants of Plan-Based Awards

    | Name | Approval Date | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock and Option Awards(4) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Litz H. Van Dyke | | | | | | | | | | | | Annual Incentive Plan | | N/A | $47,463 | $237,313 | $284,776 | — | — | — | — | — | | Time-Based Restricted Stock | 12/14/2023 | 1/5/2024 | — | — | — | — | — | — | 6,012 | $77,495 | | Performance Units | 12/14/2023 | 1/5/2024 | — | — | — | 2,805 | 14,028 | 15,430 | — | $180,821 | | Bradford N. Langs | | | | | | | | | | | | Annual Incentive Plan | | N/A | $38,934 | $194,670 | $233,604 | — | — | — | — | — | | Time-Based Restricted Stock | 12/14/2023 | 1/5/2024 | — | — | — | — | — | — | 3,596 | $46,352 | | Performance Units | 12/14/2023 | 1/5/2024 | — | — | — | 1,678 | 8,391 | 9,230 | — | $108,160 | | Wendy S. Bell | | | | | | | | | | | | Annual Incentive Plan | | N/A | $28,938 | $144,690 | $173,628 | — | — | — | — | — | | Time-Based Restricted Stock | 12/14/2023 | 1/5/2024 | — | — | — | — | — | — | 2,724 | $35,112 | | Performance Units | 12/14/2023 | 1/5/2024 | — | — | — | 1,271 | 6,354 | 6,990 | — | $81,903 | | Tony E. Kallsen | | | | | | | | | | | | Annual Incentive Plan | | N/A | $24,633 | $123,165 | $147,798 | — | — | — | — | — | | Time-Based Restricted Stock | 12/14/2023 | 1/5/2024 | — | — | — | — | — | — | 1,741 | $22,441 | | Performance Units | 12/14/2023 | 1/5/2024 | — | — | — | 812 | 4,063 | 4,469 | — | $52,372 | | Matthew M. Speare | | | | | | | | | | | | Annual Incentive Plan | | N/A | $27,038 | $135,188 | $162,225 | — | — | — | — | — | | Time-Based Restricted Stock | 12/14/2023 | 1/5/2024 | — | — | — | — | — | — | 2,619 | $33,759 | | Performance Units | 12/14/2023 | 1/5/2024 | — | — | — | 1,222 | 6,110 | 6,721 | — | $78,758 |

  30. Grants of Plan-Based Awards

    (1) Reflects the threshold, target and maximum bonus that each NEO could earn for 2024 performance under the annual incentive plan. The actual amounts earned by the named executive officers for 2024 performance under the annual incentive plan, which were paid partly in cash and partly in shares of restricted stock with a three-year vesting period, are reported in the “Non-Equity Incentive Plan Compensation” column for 2024 in the Summary Compensation Table for non-discretionary amount and in the "Bonus" column for 2024 for the discretionary amount. (2) Amounts reflected in these columns represent the number of PUs granted to our named executive officers during 2024 under the LTIP, pursuant to which our named executive officers could earn from 0% to 110% in the target number of PUs, based on the achievement over a three-year performance period ending December 31, 2026 of ROAA, core efficiency ratio, total shareholder return ("TSR"), and the non-performing assets ratio for the Company compared to a peer group. Any PUs earned based on the achievement with respect to such goals will vest on the payment date, which is within 70 days following December 31, 2026 and be paid in shares of the Company's common stock. (3) Amounts reflected in this column represent the number of time-vesting shares of restricted stock that were granted to each of our named executive officers during 2024 under the LTIP. (4) Amounts reflected in this column represent the grant date fair value of awards of restricted stock and PUs granted to each of our named executive officers, calculated in accordance with ASC Topic 718 based on a 90-trading day look-back average closing stock price, which was $12.89. The amounts shown for the PUs are based on the probable outcome of such awards on the grant date, which was achievement at the target level.

  31. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The table below reflects certain information regarding restricted stock and performance-based unit awards held by each NEO as of December 31, 2024. None of the NEOs held any other equity awards as of December 31, 2024.

  32. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Stock Awards | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Litz H. Van Dyke | 2/17/22(1) | 1,419 | $24,960 | — | — | | | 3/7/22(2) | 6,373 | $112,101 | — | — | | | 3/7/22(3) | — | — | 2,213(3) | $38,927(3) | | | 2/14/23(1) | 4,682 | $82,356 | — | — | | | 1/5/24(5) | 6,012 | $105,751 | — | — | | | 1/5/24(6) | — | — | 2,805 | $49,340 | | Bradford N. Langs | 2/17/22(1) | 894 | $15,725 | — | — | | | 3/7/22(2) | 2,812 | $49,463 | — | — | | | 3/7/22(3) | — | — | 976(3) | $17,168(3) | | | 2/14/23(1) | 3,236 | $56,921 | — | — | | | 1/5/24(5) | 3,596 | $63,254 | — | — | | | 1/5/24(6) | — | — | 1,678 | $29,516 | | Wendy S. Bell | 2/17/22(1) | 865 | $15,215 | — | — | | | 3/7/22(2) | 2,437 | $42,867 | — | — | | | 3/7/22(3) | — | — | 846(3) | $14,881(3) | | | 2/14/23(1) | 2,452 | $43,131 | — | — | | | 1/5/24(5) | 2,724 | $47,915 | — | — | | | 1/5/24(6) | — | — | 1,271 | $22,357 | | Tony E. Kallsen | 2/17/22(1) | 524 | $9,217 | — | — | | | 3/7/22(2) | 2,437 | $42,867 | — | — | | | 3/7/22(3) | — | — | 846(3) | $14,881(3) | | | 2/14/23(1) | 1,486 | $26,139 | — | — | | | 1/5/24(5) | 1,741 | $30,624 | — | — | | | 1/5/24(6) | — | — | 812 | $14,283 | | Matthew M. Speare | 2/17/22(1) | 593 | $10,431 | — | — | | | 3/7/22(2) | 2,437 | $42,867 | — | — | | | 3/7/22(3) | — | — | 846(3) | $14,881(3) | | | 2/14/23(1) | 1,624 | $28,566 | — | — | | | 1/5/24(5) | 2,619 | $46,068 | — | — | | | 1/5/24(6) | — | — | 1,222 | $21,495 |

  33. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) These awards of restricted stock were granted pursuant to the Equity Plan. The restricted stock vests in equal 1/3 installments on the first, second and third anniversaries of the grant date, subject to accelerated vesting under certain circumstances. (2) These awards of restricted stock were granted pursuant to the LTIP and the Equity Plan. The restricted stock has a five-year cliff vesting, with all shares vesting on March 7, 2027. (3) These 2022 PU awards had a performance period ending on December 31, 2024. No portion of these 2022 PUs was earned based on performance for the 2022-2024 Performance Period, and the units were forfeited upon the Committee’s certification of performance in February 2025. (4) The amounts in this column represent the aggregate fair market value of the restricted stock and PU awards, as applicable, as of December 31, 2024, based on the closing price of the Company's stock on that date, which was the last business day of the year. The closing price of the Company’s common stock was $17.59 on that date. (5) These awards of restricted stock were granted pursuant to the LTIP and the Equity Plan. The restricted stock has a five-year cliff vesting, with all shares vesting on January 5, 2029. (6) These 2024 PU awards vest on the payment date, which is within 70 days following December 31, 2026 to the extent earned based on performance achievement over a three-year performance period ending December 31, 2026 and satisfaction of additional service requirements. The amounts reported are based on achieving the threshold level of performance for each of the four performance goals.

  34. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  35. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan In December 2020, the Bank adopted an unfunded, nonqualified deferred compensation plan, called the Nonqualified Deferred Compensation Plan, to provide key associates of the Bank, including all of the Company’s NEOs (beginning after the date of adoption) the opportunity to defer to a later year on a pre-tax basis certain compensation without being subject to the dollar limits that apply to these associates under the Bank’s 401(k) and Profit-Sharing Plan. This plan allows participants whose maximum retirement contribution is limited by IRS rules to defer additional compensation. Participants in this plan are eligible to defer (on a pre-tax basis) up to 100% of their eligible plan compensation. The compensation and fees (and related earnings) deferred under this plan are held in a grantor trust until paid to the participants and are 100% vested, but remain subject to the claims of the creditors of the Bank and the Company until paid to the participants. Benefits under the Nonqualified Deferred Compensation Plan are generally paid upon separation from service in either a lump sum or annual installments from 2 to 15 years, in each case as elected by the participant and subject to a mandatory six-month delay for certain participants. Two NEOs participated in the Nonqualified Deferred Compensation Plan in 2024.

  36. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024

  37. Nonqualified Deferred Compensation for 2024

    | Name | Executive Contributions in Last FY($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY($)(2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Litz H. Van Dyke | — | — | — | — | — | | Bradford N. Langs | — | — | — | — | — | | Wendy S. Bell | $97,125 | — | $18,950 | — | $473,504 | | Tony E. Kallsen | $18,200 | — | $5,016 | — | $68,244 | | Matthew M. Speare | — | — | — | — | — |

  38. Nonqualified Deferred Compensation for 2024

    (1) Reflects salary deferred under the Nonqualified Deferred Compensation Plan. These amounts are included as 2024 "salary" in the Summary Compensation Table. Ms. Bell and Mr. Kallsen were the only NEOs who participated in this plan in 2024. (2) Aggregate gains attributed to participants under the Nonqualified Deferred Compensation Plan are actual returns based on their investment elections under the plan. (3) Of the amounts in this column, $354,287 and $43,400 were previously reported as compensation to Ms. Bell and Mr. Kallsen, respectively, in a Summary Compensation Table for years prior to 2024.

  39. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table shows the estimated payments to or benefits that would have been received by each of the NEOs upon the following termination events or upon a change of control of the Company, in each case assuming that each termination event or the change of control occurred on December 31, 2024, and assuming a stock price of $17.59 which was the closing stock price of the Company’s common stock on December 31, 2024, the last business day of the year. The amounts reflected in the following table are estimates, as the actual amounts that would have been paid to or received by a NEO can only be determined at the time of termination or change of control. The following table reports only amounts that are increased, accelerated or otherwise paid or payable as a result of the applicable termination or change of control event and, as a result, excludes amounts accrued through December 31, 2024, such as accrued but unpaid salary and annual bonus compensation amounts for completed performance periods and vested account balances under the 401(k) and Profit Sharing Plan, Nonqualified Deferred Compensation Plan and other plans. The Nonqualified Deferred Compensation Plan provides that all amounts will be paid upon separation from service, subject to a mandatory six-month delay for certain participants. The terms of the Nonqualified Deferred Compensation Plan are discussed in further detail under "Nonqualified Deferred Compensation Plan," and the "Nonqualified Deferred Compensation Plan for 2024" table sets forth the vested account balances of the NEO participants. The table also excludes any amounts that are available generally to all salaried associates and in a manner that does not discriminate in favor of the Company’s executive officers.

  40. Potential Payments upon Termination or Change of Control

    | Payments and Benefits | Death | Termination Due to Incapacity | Termination Without Cause or for Good Reason Not in Connection with Change of Control (1)(2) | Termination Without Cause or for Good Reason within 2 Years Following a Change of Control (3)(4)(5)(6) | Termination For Cause or Without Good Reason | Change of Control with no Related Termination of Employment | | Litz H. Van Dyke | | | | | | | | Cash Severance | $— | $— | $1,017,057 | $2,396,334 | $— | $— | | Equity Vesting (7)(8)(9) | 208,437 | 208,437 | — | 84,674 | — | 123,763 | | Health Care Coverage | — | — | 21,167 | 21,167 | — | — | | Total | $208,437 | $208,437 | $1,038,224 | $2,502,175 | $— | $123,763 | | Bradford N. Langs | | | | | | | | Cash Severance | $— | $— | $556,200 | $1,381,407 | $— | $— | | Equity Vesting (7)(8)(9) | 123,165 | 123,165 | — | 40,680 | — | 82,485 | | Health Care Coverage | — | — | 21,398 | 32,097 | — | — | | Total | $123,165 | $123,165 | $577,598 | $1,454,184 | $— | $82,485 | | Wendy S. Bell | | | | | | | | Cash Severance | $— | $— | $413,400 | $1,027,147 | $— | $— | | Equity Vesting (7)(8)(9) | 99,673 | 99,673 | — | 33,874 | — | 65,798 | | Health Care Coverage | — | — | 21,398 | 32,097 | — | — | | Total | $99,673 | $99,673 | $434,798 | $1,093,118 | $— | $65,798 | | Tony E. Kallsen | | | | | | | | Cash Severance | $— | $— | $— | $463,197 | $— | $— | | Equity Vesting (7)(8)(9) | 70,533 | 70,533 | — | 30,416 | — | 40,117 | | Health Care Coverage | — | — | — | 8,713 | — | — | | Total | $70,533 | $70,533 | $— | $502,326 | $— | $40,117 | | Matthew M. Speare | | | | | | | | Cash Severance | $— | $— | $386,250 | $959,310 | $— | $— | | Equity Vesting (7)(8)(9) | 79,667 | 79,667 | — | 33,505 | — | 46,162 | | Health Care Coverage | — | — | 14,111 | 21,167 | — | — | | Total | $79,667 | $79,667 | $400,361 | $1,013,982 | $— | $46,162 |

  41. Potential Payments upon Termination or Change of Control

    (1) Under his employment agreement, if Mr. Van Dyke resigns for Good Reason or his employment is terminated without cause not in connection with a change of control, Mr. Van Dyke will be entitled to receive monthly severance payments equal to one-twelfth of his annual base salary for 18 months and continued associate health insurance coverage for 18 months. Payment of these severance benefits is subject to receipt by the Company of a signed release and waiver of claims and satisfaction of other requirements, conditions, and limitations set forth in Mr. Van Dyke’s employment agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. (2) For each NEO other than Messrs. Van Dyke and Kallsen, under his or her employment agreement, if the NEO resigns for Good Reason or his or her employment is terminated without cause not in connection with a change of control, the NEO will be entitled to receive monthly severance payments equal to one-twelfth of his or her annual base salary for 12 months and continued associate health insurance coverage for 12 months. Payment of these severance benefits is subject to receipt by the Company of a signed release and waiver of claims and satisfaction of other requirements, conditions, and limitations set forth in the employment agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. (3) Under his employment agreement, if Mr. Van Dyke resigns for Good Reason or his employment is terminated without cause within two years after a change of control Mr. Van Dyke will be entitled to receive a lump sum severance payment equal to 2.99 times his annual base salary, continued associate health insurance coverage for 18 months and a lump sum payment equal to Mr. Van Dyke’s highest annual bonus earned from the Company for the three years prior to termination. Payment of these severance benefits is subject to receipt by the Company of a signed release and waiver of claims and satisfaction of other requirements, conditions, and limitations set forth in Mr. Van Dyke’s employment agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. (4) Under his change of control severance agreement, if Mr. Kallsen resigns for Good Reason or his employment is terminated without cause within two years after a change of control and Mr. Kallsen executes and delivers to the Company a signed release and waiver of claims, he will be entitled to receive monthly severance payments for 12 months in an aggregate amount equal to his annual base salary plus his average annual bonus payable from the Company for the three years prior to termination, and a lump sum payment equal to continued associate health insurance coverage for 12 months. Payment of these severance benefits is subject to satisfaction of other requirements, conditions, and limitations set forth in Mr. Kallsen's change of control severance agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. (5) For each NEO other than Messrs. Van Dyke and Kallsen, under his or her employment agreement, if the NEO resigns for Good Reason or his or her employment is terminated without cause within two years after a change of control, the NEO will be entitled to receive to receive a lump sum severance payment equal to two times his or her annual base salary, continued associate health insurance coverage for 18 months and a lump sum payment equal to the NEO’s highest annual bonus earned from the Company for the three years prior to termination. Payment of these severance benefits is subject to receipt by the Company of a signed release and waiver of claims and satisfaction of other requirements, conditions, and limitations set forth in the employment agreement, including covenants regarding confidentiality, non-competition, non-piracy and non-solicitation. (6) Each NEO’s employment agreement or change of control severance agreement provides for change of control benefits on a “best net” approach, under which the NEO’s change of control benefits will be reduced to avoid the golden parachute excise tax under Section 280G of the Internal Revenue Code unless without such a reduction the NEO would receive more after-tax compensation than with a reduction. The amounts shown in this column do not reflect any reductions that might be made pursuant to these provisions. (7) All then unvested restricted stock other than restricted stock granted under the LTIP (“non-LTIP restricted stock”) becomes fully vested upon a change of control of the Company or the Bank, as applicable, or upon termination of the NEO’s employment due to (a) death or (b) disability. In the event of termination of the NEO’s employment for good reason or without cause, all then unvested non-LTIP restricted stock would be forfeited in the absence of the Committee’s exercise of discretion to waive such forfeiture. In the event of termination of the NEO’s employment for any other reason, including retirement, all then unvested non-LTIP restricted stock would be forfeited. (8) A pro-rata portion (based on the number of months employed during the period of restriction) of the restricted stock granted under the LTIP (“LTIP restricted stock”) becomes vested upon termination of the NEO’s employment due to (a) death, (b) disability, or (c) for good reason or without cause within 2 years following a change of control of the Company or the Bank, as applicable. In the event of termination of the NEO’s employment for any other reason, all then unvested LTIP restricted stock would be forfeited in the absence of the Committee’s exercise of discretion to waive such forfeiture. (9) A pro-rata portion (based on the number of months employed during the performance period) of the performance units becomes vested (to the extent the applicable performance goals are met) upon a change of control of the Company or the Bank, as applicable, or upon termination of the NEO’s employment due to (a) death or (b) disability. Performance is measured as of the end of the quarter immediately preceding the date of the change of control or termination, as applicable. In the event of termination of the NEO’s employment for any other reason, all then unvested performance units would be forfeited in the absence of the Committee’s exercise of discretion to waive such forfeiture. No value is reported for the performance units with the three-year performance period ended December 31, 2024 because the performance goals were not met as of the end of the third quarter of 2024.

  42. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table presents certain information regarding compensation paid to the Company's CEO and other NEOs, and certain measures of financial performance, for the five years ended December 31, 2024. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K:

  43. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid ("CAP") to CEO(2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-CEO Named Executive Officers (4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) (in thousands) | Earnings (Loss) per Share ("EPS") | | | | | | | Total Share -holder Return ("TSR") | Peer Group Total Share- holder Return(5) | | | | 2024 | $1,307,912 | $1,353,784 | $790,570 | $713,318 | $74.69 | $143.68 | $24,523 | $1.06 | | 2023 | $784,630 | $872,615 | $506,537 | $548,735 | $63.56 | $107.32 | $23,384 | $1.00 | | 2022 | $1,259,829 | $1,255,996 | $680,983 | $681,963 | $70.44 | $98.38 | $50,118 | $2.03 | | 2021 | $934,334 | $890,964 | $536,164 | $515,917 | $65.35 | $118.61 | $31,590 | $1.19 | | 2020 | $785,742 | $755,842 | $405,951 | $387,559 | $45.52 | $87.24 | ($45,858) | ($1.74) |

  44. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Van Dyke for each corresponding year in the "Total" column of the Summary Compensation Table ("SCT"). (2) The dollar amounts reported in this column represent the amount of CAP to our CEO, Litz Van Dyke, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Van Dyke during the applicable year. To calculate CAP to Mr. Van Dyke, for each of the years shown, the following amounts were deducted from and added to SCT total compensation. CEO SCT Total to CAP Reconciliation:

  45. PAY VERSUS PERFORMANCE

    | Year | SCT Total | Deductions from SCT Total(a) | Additions to SCT Total(b) | CAP | | 2024 | $1,307,912 | $356,707 | $402,579 | $1,353,784 | | 2023 | $784,630 | $— | $87,985 | $872,615 | | 2022 | $1,259,829 | $353,812 | $349,979 | $1,255,996 | | 2021 | $934,334 | $97,847 | $54,477 | $890,964 | | 2020 | $785,742 | $26,405 | ($3,495) | $755,842 |

  46. PAY VERSUS PERFORMANCE

    (a) The dollar amounts reported in this column include $258,316 and $232,042 in the "Stock Awards" column of the SCT, as well as, $71,194, $121,770, $97,847 and $26,405 in the "Non-equity Incentive Plan Compensation" column of the SCT for 2024, 2022, 2021 and 2020, respectively, and $27,197 in the "Bonus" column of the SCT for 2024, reflecting the portion of the bonus amounts earned for 2024, 2022, 2021 and 2020 performance under the annual incentive plan (and discretionary amount for 2024) that was paid in shares of restricted stock granted in March 2025 and February 2023, 2022 and 2021. (b) The equity component of CAP for each fiscal year is further detailed in the supplemental table below. CEO Equity Component of CAP:

  47. PAY VERSUS PERFORMANCE

    | Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $362,123 | $36,237 | $— | $4,219 | $— | $— | $402,579 | | 2023 | $105,134 | ($19,809) | $— | $2,660 | $— | $— | $87,985 | | 2022 | $314,049 | $3,154 | $29,672 | $3,104 | $— | $— | $349,979 | | 2021 | $37,213 | $15,056 | $— | $2,208 | $— | $— | $54,477 | | 2020 | $32,653 | ($31,018) | $— | ($5,130) | $— | $— | ($3,495) |

  48. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company's non-CEO NEOs ("Non-CEO NEOs") as a group in the "Total" column of the SCT in each applicable year. The names of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2024, 2023, 2022 and 2021: Bradford N. Langs, Wendy S. Bell, Tony E. Kallsen and Matthew M. Speare; and for 2020, Bradford N. Langs, Wendy S. Bell, Phyllis Q. Karavatakis and Matthew M. Speare. (4) The dollar amounts reported in this column represent the average amount of CAP to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. To calculate CAP to our Non-CEO NEOs for each of the years shown, the following amounts were deducted from and added to SCT total compensation. Average Non-CEO NEOs SCT Total to CAP Reconciliation:

  49. PAY VERSUS PERFORMANCE

    | Year | SCT Total | Deductions from SCT Total(a) | Additions to SCT Total(b) | CAP | | 2024 | $790,570 | $176,697 | $99,445 | $713,318 | | 2023 | $506,537 | $— | $42,198 | $548,735 | | 2022 | $680,983 | $149,334 | $150,314 | $681,963 | | 2021 | $536,164 | $49,176 | $28,929 | $515,917 | | 2020 | $405,951 | $10,647 | ($7,745) | $387,559 |

  50. PAY VERSUS PERFORMANCE

    (a) The dollar amounts reported in this column include the average of $114,714 and $92,139 in the "Stock Awards" column of the SCT, as well as, $44,828, $57,195, $49,176 and $10,647 in the "Non-equity Incentive Plan Compensation" column of the SCT for 2024, 2022, 2021 and 2020, respectively, and the average of $17,155 in the "Bonus" column of the SCT for 2024, reflecting the portion of the bonus amounts earned for 2024, 2022, 2021 and 2020 performance under the annual incentive plan (and discretionary amount for 2024) that was paid in shares of restricted stock granted in March 2025 and February 2023, 2022 and 2021. (b) The equity component of CAP for each fiscal year is further detailed in the supplemental table below. Average Non-CEO NEOs Equity Component of CAP:

  51. PAY VERSUS PERFORMANCE

    | Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $80,407 | $16,967 | $— | $2,071 | $— | $— | $99,445 | | 2023 | $49,382 | ($8,533) | $— | $1,349 | $— | $— | $42,198 | | 2022 | $132,434 | $1,616 | $14,647 | $1,617 | $— | $— | $150,314 | | 2021 | $19,403 | $7,731 | $— | $1,795 | $— | $— | $28,929 | | 2020 | $17,964 | ($20,511) | $— | ($5,198) | $— | $— | ($7,745) |

  52. PAY VERSUS PERFORMANCE

    (5) Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P BMI U.S. Banks Index.

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Nominating and Compensation Committee reviews and recommends to the Board for approval the compensation of the Company’s non-employee Directors. For 2024 non-employee Director compensation, the Nominating and Compensation Committee recommended the fees to be paid to non-employee Directors based in part on advice of the Committee's independent compensation consultant, Pearl Meyer, which annually conducts an external market study using the same peer group identified above for executive compensation determinations to assess the competitiveness of current pay for our non-employee Directors. As with the executive compensation program, the Nominating and Compensation Committee considers the peer data to ensure that the Company’s non-employee Director compensation is competitive and close to the median of market practices of the peer companies. Non-employee Directors do not receive per-meeting fees and instead receive an annual cash retainer, payable monthly, and an annual stock retainer in the form of an annual award of time-based restricted stock under the Equity Plan. In 2024, the Chairman of the Board received an annual cash retainer in the amount of $71,800, each committee chair received an annual cash retainer in the amount of $45,800, and each other non-employee Director received an annual cash retainer in the amount of $38,800. The annual stock retainer for each Director is paid in the form of restricted stock, and has a one-year vest date. The restricted stock grants for 2024 were approved in an amount of $30,000 per then-serving Director with the number of shares determined based on the weighted average closing price of the Company's stock for the 90-trading days ending on the grant date. In October 2024, based in part on the recommendations of Pearl Meyer, the Nominating and Compensation Committee recommended and the Board approved cash and stock retainer changes to the non-employee Directors' compensation for 2025. The cash and stock retainer increases for non-employee Directors are detailed in the table below.

  54. Director Compensation Table

    Director Compensation Table

  55. Fiscal 2024

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael R. Bird | $45,800 | $30,010 | $— | $— | $— | $— | $75,810 | | Kevin S. Bloomfield | $38,800 | $30,010 | — | — | — | — | $68,810 | | Robert M. Bolton | $38,800 | $30,010 | — | — | — | — | $68,810 | | Gregory W. Feldmann | $52,800 | $30,010 | — | — | — | — | $82,810 | | James W. Haskins | $71,800 | $30,010 | — | — | — | — | $101,810 | | Jacob A. Lutz, III | $45,800 | $30,010 | — | — | — | — | $75,810 | | E. Warren Matthews | $38,800 | $30,010 | — | — | — | — | $68,810 | | Catharine L. Midkiff | $45,800 | $30,010 | — | — | — | — | $75,810 | | Curtis E. Stephens | $38,800 | $30,010 | — | — | — | — | $68,810 | | Elizabeth L. Walsh | $38,800 | $30,010 | — | — | — | — | $68,810 |