XML 14 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 6 Months Ended 12 Months Ended
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    

Pay vs. Performance

 

The Company believes that executive compensation should be structured in a way that aligns with long-term shareholder value. The following table illustrates compensation actually paid to our principal executive officer (“PEO”) and other NEOs and our financial performance. The following table sets forth information required by Item 402(v) of Regulation S-K for each of the last two recently completed years, including: (i) the total compensation earned by our PEO (as reported in the Summary Compensation Table above); (ii) the compensation “actually paid” to our PEO (calculated in accordance with Regulation S-K); (iii) the average of the total compensation earned by our other NEOs (calculated based upon our Summary Compensation Table above); (iv) the average compensation actually paid” to our other NEOs (calculated in accordance with Regulation S-K); (v) our total shareholder return (“TSR”); and (iv) our net income:

 

Year   Summary Compensation Table Total for PEO ($) (1)   Compensation Actually Paid to PEO ($) (2)   Average Summary Compensation Table Total for non-PEO NEOs ($) (3)   Average Compensation Actually Paid to non-PEO NEOs ($) (4)  

 

Value of Initial Fixed $100 Investment Based On:

TSR ($) (5)

  

 

 

 

 

Net Income

($) (6)

 
2023   $375,698   $376,763   $239,392   $234,847   $51.13   $12,790,000 
2022    341,673    314,068    202,574    174,283    43.93    11,902,000 
2021    335,123    285,098    189,522    134,632    68.59    11,424,000 

 

(1)William W. Harrod was our PEO for the entirety of 2022 and from January 1, 2023 through June 30, 2023 and Michael C. Frederick was our PEO from July 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.

 

(2)

   2023   2022   2021 
Total Compensation as Reported in SCT  $375,698   $341,673   $335,123 
Fair value of equity awards granted during fiscal year   (10,500)   -    - 
Fair value of equity compensation granted in current year at year end   -    -    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   3,600    (19,890)   (39,117)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   7,965    (7,715)   (10,908)
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year   -    -    - 
Compensation Actually Paid to PEO  $376,763   $314,068   $285,098 

 

(3)For 2021, the non-PEO NEOs consisted of Michael C. Frederick, Jill R. Keinsley, and Dennis L. Thomas. For 2022, our non-PEO NEOs consisted of Michael C. Frederick and Joseph Mahuron. For 2023, our non-PEO NEOs consisted of Joseph Mahuron for the entirety of 2023, Michael C. Frederick from January 1, 2023 through June 30, 2023 and Joshua Stevens from April 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.

 

(4)

   2023   2022   2021 
Total Compensation as Reported in SCT  $239,392   $202,574   $189,522 
Fair value of equity awards granted during fiscal year   (8,400)   -    - 
Fair value of equity compensation granted in current year at year end   -    -    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   1,200    (16,575)   (34,771)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   2,655    (11,716)   (20,120)
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year               
Average Compensation Actually Paid to Non-PEOs  $234,847   $174,283   $134,632 

 

As discussed above in the Executive Compensation section of this Proxy Statement, the compensation payable to the PEO and Other NEOs consists primarily of base salary and incentive compensation in the form of performance awards as determined under the Bonus Plan. Incentive compensation under the Bonus Plan is largely determined by the pre-tax income performance of the Bank but there are provisions for the award of stock compensation if certain performance thresholds are met.

 

Management attributes the majority of the decline in TSR to the Company’s stock being removed from the Russell 2000 Index (the “Index”) in June 2021. Inclusion in the Index is determined each year based on a company’s market capitalization and is subject to a variety of factors outside of management’s control. However, as demonstrated by the figures in the table above, there is a general degree of correlation between compensation and net income during the three-year period, in that compensation to our PEO 12.1%, in 2023 from 2021 while net income increased 12.0% during the same period. The increase in the compensation of our NEOs is partially skewed due to the oversized impacts of the decline in the fair value of restricted stock awards in 2022 and 2021. In addition, during 2023 there was a partial overlap in NEOs for the transition of Mr. Stevens to CFO and Mr. Frederick to CEO and President.

    
Named Executive Officers, Footnote    
(1)William W. Harrod was our PEO for the entirety of 2022 and from January 1, 2023 through June 30, 2023 and Michael C. Frederick was our PEO from July 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.
(3)For 2021, the non-PEO NEOs consisted of Michael C. Frederick, Jill R. Keinsley, and Dennis L. Thomas. For 2022, our non-PEO NEOs consisted of Michael C. Frederick and Joseph Mahuron. For 2023, our non-PEO NEOs consisted of Joseph Mahuron for the entirety of 2023, Michael C. Frederick from January 1, 2023 through June 30, 2023 and Joshua Stevens from April 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.
    
PEO Total Compensation Amount     $ 375,698 $ 341,673 $ 335,123
PEO Actually Paid Compensation Amount     $ 376,763 314,068 285,098
Adjustment To PEO Compensation, Footnote    
(1)William W. Harrod was our PEO for the entirety of 2022 and from January 1, 2023 through June 30, 2023 and Michael C. Frederick was our PEO from July 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.
(2)
   2023   2022   2021 
Total Compensation as Reported in SCT  $375,698   $341,673   $335,123 
Fair value of equity awards granted during fiscal year   (10,500)   -    - 
Fair value of equity compensation granted in current year at year end   -    -    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   3,600    (19,890)   (39,117)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   7,965    (7,715)   (10,908)
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year   -    -    - 
Compensation Actually Paid to PEO  $376,763   $314,068   $285,098 
    
Non-PEO NEO Average Total Compensation Amount     $ 239,392 202,574 189,522
Non-PEO NEO Average Compensation Actually Paid Amount     $ 234,847 174,283 134,632
Adjustment to Non-PEO NEO Compensation Footnote    
(3)For 2021, the non-PEO NEOs consisted of Michael C. Frederick, Jill R. Keinsley, and Dennis L. Thomas. For 2022, our non-PEO NEOs consisted of Michael C. Frederick and Joseph Mahuron. For 2023, our non-PEO NEOs consisted of Joseph Mahuron for the entirety of 2023, Michael C. Frederick from January 1, 2023 through June 30, 2023 and Joshua Stevens from April 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.
(4)
   2023   2022   2021 
Total Compensation as Reported in SCT  $239,392   $202,574   $189,522 
Fair value of equity awards granted during fiscal year   (8,400)   -    - 
Fair value of equity compensation granted in current year at year end   -    -    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   1,200    (16,575)   (34,771)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   2,655    (11,716)   (20,120)
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year               
Average Compensation Actually Paid to Non-PEOs  $234,847   $174,283   $134,632 
    
Total Shareholder Return Amount     $ 51.13 43.93 68.59
Net Income (Loss)     $ 12,790,000 $ 11,902,000 11,424,000
PEO Name Michael C. Frederick William W. Harrod      
Percentage of Net Income Loss       12.00%  
PEO [Member]          
Pay vs Performance Disclosure          
Percentage of Actually Paid Compensation Amount     12.10%    
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (10,500)
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount    
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     3,600 (19,890) (39,117)
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     7,965 (7,715) (10,908)
PEO [Member] | Equity Awards Adjustments Forfeited In Current Fiscal Year Determined End Of Prior Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount    
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (8,400)
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount    
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     1,200 (16,575) (34,771)
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ 2,655 $ (11,716) $ (20,120)