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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) or CEO and Average CAP to non-PEO NEOs have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (2) below sets forth the adjustments from the Total Compensation for the PEO and non-PEO NEOs reported in the Summary Compensation Table above.
The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price and therefore, may be higher or lower than Summary Compensation Table compensation values.
Year(1)
Summary
Compensation
Table for
PEO
($)
Compensation
Actually
Paid to
PEO
($)
(2)(3)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
(2)(3)
Value of Fixed $100
Investment Based On:
Net
Income
(in millions)
($)
Non-
GAAP
Adjusted
ROATCE
(5)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
($)
(4)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2023 3,006,460 2,805,553 871,001 721,022 115 116 77.3 16.8%
2022 4,612,094 2,045,247 960,656 249,561 122 116 59.4 16.6%
2021 4,377,178 8,378,208 1,928,708 3,506,689 221 125 60.6 15.2%
2020 2,034,435 1,013,573 901,166 621,579 75 91 39.5 12.9%
(1)
The PEO in all four reporting years is Mark DeFazio. The other NEOs in the 2023 reporting year are Laura Capra, Daniel Dougherty, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2022 reporting year are Laura Capra, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2021 reporting year are Scott Lublin and Nick Rosenberg. The other NEOs in the 2020 reporting year are Laura Capra and Scott Lublin.
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table values to determine CAP. For purposes of the pension valuation adjustments, NEOs do not participate in any defined benefit plan and as such are not included in the below table. The following tables detail the applicable adjustments that were made to determine CAP.
PEO Adjustments
2023
($)
2022
($)
2021
($)
2020
($)
Summary Compensation Table Total 3,006,460 4,612,094 4,377,178 2,034,435
Deduct Fair Value of Equity Awards included in
Summary Compensation Table
1,500,000 3,106,384 2,991,918 499,980
Add Fair Value of Awards Granted in Current
Year and Outstanding and Unvested at Year-End
1,483,852 2,085,836 5,224,444 238,076
Add Change in Fair Value of Awards Granted in
Prior Years and Outstanding and Unvested at
Year-End
(90,008) (1,232,921) 397,882 (819,176)
Add Fair Value of Awards Granted and Vested in
Current Year
0 0 0 117,889
Add Change in Fair Value of Awards Granted in
Prior Years that Vested during Year
(94,751) (313,378) 1,370,622 (57,671)
Deduct Fair Value of Equity Awards Granted in
Prior Years Forfeited in the Covered Year
0 0 0 0
Total CAP 2,805,553 2,045,247 8,378,208 1,013,573
Non-PEO NEO Adjustments
2023
($)
2022
($)
2021
($)
2020
($)
Summary Compensation Table Total 871,001 960,656 1,928,708 901,166
Deduct Fair Value of Equity Awards included in Summary Compensation Table 352,729 404,985 1,301,678 247,484
Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End 279,392 233,668 2,328,053 117,823
Add Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End (16,450) (439,833) 159,560 (198,907)
Add Fair Value of Awards Granted and Vested in Current Year 0 0 0 58,370
Add Change in Fair Value of Awards Granted in Prior Years that Vested during Year (13,279) (99,945) 392,046 (9,389)
Deduct Fair Value of Equity Awards Granted in Prior
Years Forfeited in the Covered Year
46,913 0 0 0
Total CAP 721,022 249,561 3,506,689 621,579
(3)
The fair value of performance shares/units reporting for CAP purposes in columns (c) and (e) reflects calculated performance at the end of the performance year for internal metrics, in accordance with FASB ASC 718. Performance share/units subject to internal metrics will ultimately vest based on measured performance through the end of the performance period.
(4)
Reflects the total shareholder return indexed to $100 per share for the KBW Regional Bank Index, which is the industry line peer group reported in our 2023 Form 10-K.
(5)
Adjusted ROATCE is a non-GAAP financial measure, and for purposes of our compensation program is defined as Adjusted Net Income divided by Average Tangible Common Equity. Adjusted Net Income is a non-GAAP financial measure, and the Company believes the use of this non-GAAP financial measure to adjust for the impact of certain circumstances, events and/or charges is appropriate because it excludes impacts that may not be reflective of the Company’s underlying operating performance. Average Tangible Common Equity is also a non-GAAP financial measure and is as reported in our fourth quarter 2023 earnings press release. These adjustments are made so that participants are compensated for the Company’s performance in comparison to planned levels and are neither penalized nor rewarded for the impact of such circumstances, events, and/or charges. In order to calculate the Company’s year-over-year Net Income growth for purposes of our compensation program, adjustments consistent with the nature and type of adjustments those shown below were made to the Net Income reported for the year ended December 31, 2022. As adjusted, the Net Income for the year ended December 31, 2022 was $95.5 million. The calculations of Adjusted ROATCE, Adjusted Net Income and Average Tangible Common Equity for the year ended December 31, 2023, compared to our audited financial statements, are set forth below.
Net Income
Adjustments
($mm)
Net Income before income tax expense (GAAP)
106.9
Adjustments for:
Increase in cost of funds related to crypto deposit outflows
17.6
Decline in GPG Revenue
6.2
Increased operating expenses(A)
17.3
Partial Reversal of Regulatory settlement reserve
(5.5)
Adjusted Pre-tax net income
142.5
Estimated Tax rate
28%
Adjusted Net Income
103.0
Average
Common Equity
Adjustments
($mm)
Average common equity
621.0
Less: average intangible assets
9.7
Average tangible common equity
611.3
Adjusted Net Income
103.0
Divided by: Average Tangible Common Equity
611.3
Adjusted ROATCE
16.8%
(A)
Includes Compensation and benefits, Professional fees and FDIC assessments.
     
Company Selected Measure Name Adjusted ROATCE      
Named Executive Officers, Footnote
(1)
The PEO in all four reporting years is Mark DeFazio. The other NEOs in the 2023 reporting year are Laura Capra, Daniel Dougherty, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2022 reporting year are Laura Capra, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2021 reporting year are Scott Lublin and Nick Rosenberg. The other NEOs in the 2020 reporting year are Laura Capra and Scott Lublin.
     
Peer Group Issuers, Footnote
(4)
Reflects the total shareholder return indexed to $100 per share for the KBW Regional Bank Index, which is the industry line peer group reported in our 2023 Form 10-K.
     
PEO Total Compensation Amount $ 3,006,460 $ 4,612,094 $ 4,377,178 $ 2,034,435
PEO Actually Paid Compensation Amount $ 2,805,553 2,045,247 8,378,208 1,013,573
Adjustment To PEO Compensation, Footnote
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table values to determine CAP. For purposes of the pension valuation adjustments, NEOs do not participate in any defined benefit plan and as such are not included in the below table. The following tables detail the applicable adjustments that were made to determine CAP.
PEO Adjustments
2023
($)
2022
($)
2021
($)
2020
($)
Summary Compensation Table Total 3,006,460 4,612,094 4,377,178 2,034,435
Deduct Fair Value of Equity Awards included in
Summary Compensation Table
1,500,000 3,106,384 2,991,918 499,980
Add Fair Value of Awards Granted in Current
Year and Outstanding and Unvested at Year-End
1,483,852 2,085,836 5,224,444 238,076
Add Change in Fair Value of Awards Granted in
Prior Years and Outstanding and Unvested at
Year-End
(90,008) (1,232,921) 397,882 (819,176)
Add Fair Value of Awards Granted and Vested in
Current Year
0 0 0 117,889
Add Change in Fair Value of Awards Granted in
Prior Years that Vested during Year
(94,751) (313,378) 1,370,622 (57,671)
Deduct Fair Value of Equity Awards Granted in
Prior Years Forfeited in the Covered Year
0 0 0 0
Total CAP 2,805,553 2,045,247 8,378,208 1,013,573
     
Non-PEO NEO Average Total Compensation Amount $ 871,001 960,656 1,928,708 901,166
Non-PEO NEO Average Compensation Actually Paid Amount $ 721,022 249,561 3,506,689 621,579
Adjustment to Non-PEO NEO Compensation Footnote
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table values to determine CAP. For purposes of the pension valuation adjustments, NEOs do not participate in any defined benefit plan and as such are not included in the below table. The following tables detail the applicable adjustments that were made to determine CAP.
Non-PEO NEO Adjustments
2023
($)
2022
($)
2021
($)
2020
($)
Summary Compensation Table Total 871,001 960,656 1,928,708 901,166
Deduct Fair Value of Equity Awards included in Summary Compensation Table 352,729 404,985 1,301,678 247,484
Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End 279,392 233,668 2,328,053 117,823
Add Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End (16,450) (439,833) 159,560 (198,907)
Add Fair Value of Awards Granted and Vested in Current Year 0 0 0 58,370
Add Change in Fair Value of Awards Granted in Prior Years that Vested during Year (13,279) (99,945) 392,046 (9,389)
Deduct Fair Value of Equity Awards Granted in Prior
Years Forfeited in the Covered Year
46,913 0 0 0
Total CAP 721,022 249,561 3,506,689 621,579
     
Compensation Actually Paid vs. Total Shareholder Return
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Compensation Actually Paid vs. Net Income
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Compensation Actually Paid vs. Company Selected Measure
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Total Shareholder Return Vs Peer Group
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Tabular List, Table
Tabular List of Financial Performance Measures
The following table identifies the most important financial performance measures used by the Company to link CAP to the Company’s NEOs in 2023 to Company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in “Compensation Discussion and Analysis.”
Financial Performance Measures
Adjusted ROATCE
Net Income
Loans
     
Total Shareholder Return Amount $ 115 122 221 75
Peer Group Total Shareholder Return Amount 116 116 125 91
Net Income (Loss) $ 77,300,000 $ 59,400,000 $ 60,600,000 $ 39,500,000
Company Selected Measure Amount 16.8 16.6 15.2 12.9
PEO Name Mark DeFazio      
Adjusted Net Income (Loss) $ 103 $ 95,500,000    
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest 106,900,000      
Increase in Cost of Funds Related to Crypto Deposit Outflows 17,600,000      
Decline in GPG Revenue 6,200,000      
Increased Operating Expenses 17.3      
Partial Reversal of Regulatory Settlement Reserve (5.5)      
Adjusted Net Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest $ 142.5      
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 28.00%      
Average Common Equity $ 621,000,000      
Average Intangible Assets 9.7      
Average Tangible Common Equity $ 611.3      
Adjusted Return on Average Tangible Common Equity 16.80%      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted ROATCE      
Non-GAAP Measure Description
(5)
Adjusted ROATCE is a non-GAAP financial measure, and for purposes of our compensation program is defined as Adjusted Net Income divided by Average Tangible Common Equity. Adjusted Net Income is a non-GAAP financial measure, and the Company believes the use of this non-GAAP financial measure to adjust for the impact of certain circumstances, events and/or charges is appropriate because it excludes impacts that may not be reflective of the Company’s underlying operating performance. Average Tangible Common Equity is also a non-GAAP financial measure and is as reported in our fourth quarter 2023 earnings press release. These adjustments are made so that participants are compensated for the Company’s performance in comparison to planned levels and are neither penalized nor rewarded for the impact of such circumstances, events, and/or charges. In order to calculate the Company’s year-over-year Net Income growth for purposes of our compensation program, adjustments consistent with the nature and type of adjustments those shown below were made to the Net Income reported for the year ended December 31, 2022. As adjusted, the Net Income for the year ended December 31, 2022 was $95.5 million. The calculations of Adjusted ROATCE, Adjusted Net Income and Average Tangible Common Equity for the year ended December 31, 2023, compared to our audited financial statements, are set forth below.
Net Income
Adjustments
($mm)
Net Income before income tax expense (GAAP)
106.9
Adjustments for:
Increase in cost of funds related to crypto deposit outflows
17.6
Decline in GPG Revenue
6.2
Increased operating expenses(A)
17.3
Partial Reversal of Regulatory settlement reserve
(5.5)
Adjusted Pre-tax net income
142.5
Estimated Tax rate
28%
Adjusted Net Income
103.0
Average
Common Equity
Adjustments
($mm)
Average common equity
621.0
Less: average intangible assets
9.7
Average tangible common equity
611.3
Adjusted Net Income
103.0
Divided by: Average Tangible Common Equity
611.3
Adjusted ROATCE
16.8%
(A)
Includes Compensation and benefits, Professional fees and FDIC assessments.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Loans      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,500,000) (3,106,384) $ (2,991,918) $ (499,980)
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,483,852 2,085,836 5,224,444 238,076
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (90,008) (1,232,921) 397,882 (819,176)
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 117,889
PEO | 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 (94,751) (313,378) 1,370,622 (57,671)
PEO | Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (352,729) (404,985) (1,301,678) (247,484)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 279,392 233,668 2,328,053 117,823
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (16,450) (439,833) 159,560 (198,907)
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 58,370
Non-PEO NEO | 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 (13,279) (99,945) 392,046 (9,389)
Non-PEO NEO | Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (46,913) $ 0 $ 0 $ 0