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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid (“CAP”) for our principal executive officer (“PEO”) and our

non-PEO

named executive officers

(“Non-PEO

NEOs”) and certain financial performance of the Company. For further information concerning the Company’s

pay-for-performance

philosophy and how the Company aligns executive compensation with performance, refer to the Compensation Discussion and Analysis portion of this proxy statement.


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:								Net Income (millions) (7)				Core Net Income (millions) (8)
Year		Summary Compensation Table Total for PEO (1)				Compensation Actually Paid to PEO (2)								Average Compensation Actually Paid to Non-PEO NEOs (4)				Total Shareholder Return (5)				Peer Group Total Shareholder Return (6)				Net Income (millions) (7)				Core Net Income (millions) (8)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)
2023		$	1,159,314			$	1,439,583			$	541,464			$	545,901			$	108			$	100			$	49.9			$	61.8
2022		$	1,471,138			$	1,137,486			$	505,850			$	450,071			$	84			$	84			$	60.6			$	64.0
2021		$	1,528,022			$	1,826,820			$	525,658			$	596,591			$	144			$	146			$	51.8			$	62.3
2020		$	1,094,742			$	816,225			$	438,000			$	318,735			$	79			$	95			$	41.9			$	45.5

(1)	The amounts reported in column (b) are the amounts of total compensation reported for Mr. Helmick, our PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “ Executive Compensation and Other Information – Summary Compensation Table.”

(2)

The amounts reported in column (c) represent the amount of CAP for Mr. Helmick as computed in accordance with Item 402(v) of Regulation

S-K.

Amounts do not reflect the actual amount of compensation earned by or paid to Mr. Helmick during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Helmick’s total compensation for each year to determine the CAP:


Year		Reported Summary Compensation Table Total for PEO				Reported Value of Equity Awards (a)				Equity Award Adjustments (b)				Compensation Actually Paid to PEO
2023		$	1,159,314			$	256,324			$	23,945			$	1,439,583
2022		$	1,471,138			$	575,207			$	241,555			$	1,137,486
2021		$	1,528,022			$	199,768			$	498,566			$	1,826,820
2020		$	1,094,742			$	188,914			$	(89,603	)		$	816,225

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year (from the end of the prior fiscal year); (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date in fair value (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

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


Year		Year End Fair Value of Equity Awards				Change in Fair Value of Outstanding and Unvested Equity Awards				Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year				Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year				Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation				Total Equity Award Adjustments
2023		$	261,574			$	14,149				N/A			$	4,546			$	0				N/A			$	23,945
2022		$	462,571			$	(192,235	)			N/A			$	(28,781	)		$	0				N/A			$	241,555
2021		$	263,002			$	224,020				N/A			$	11,544			$	0				N/A			$	498,566
2020		$	157,369			$	(131,995	)			N/A			$	(114,977	)		$	0				N/A			$	(89,603	)

(3)

Amounts reported in column (d) represent the average of the amounts reported for the Company’s

Non-PEO

NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non–CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Troy Adair, Myke Matuszak, Timothy F. Shaffer, and Mark Wenick; (ii) for 2022, Troy Adair, Tim Carney, James Gasior, and Mark Wenick; (iii) for 2021, Troy Adair, Carl D. Culp, Timothy F. Shaffer, Amber Wallace Soukenik, and Mark Wenick; and (iv) for 2020, Carl D. Culp, Mark R. Witmer, Timothy F. Shaffer, and Amber Wallace Soukenik.

(4)

Amounts reported in column (e) represent the average amount of CAP for the

Non-PEO

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-PEO

NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of

Regulation S-K,

the following adjustments were made to average total compensation for the

Non-PEO

NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 2:


Year		Average Reported Summary Compensation Table Total for Non-PEO NEOs				Average Reported Value of Equity Awards				Average Equity Award Adjustments (a)				Average Compensation Actually Paid to Non-PEO NEOs
2023		$	541,464			$	108,451			$	4,437			$	545,901
2022		$	505,850			$	142,108			$	86,329			$	450,071
2021		$	525,658			$	83,035			$	154,328			$	596,591
2020		$	438,000			$	66,858			$	(52,407	)		$	318,735

(a)

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


Year		Average Year End Fair Value of Equity Awards				Average Change in Fair Value of Outstanding and Unvested Equity Awards				Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year				Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year				Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation				Total Average Equity Award Adjustments
2023		$	102,086			$	4,277				N/A			$	(1,513	)		$	0				N/A			$	4,437
2022		$	114,146			$	(22,858	)			N/A			$	(4,959	)		$	0				N/A			$	86,329
2021		$	103,806			$	47,864				N/A			$	2,658			$	0				N/A			$	154,328
2020		$	55,694			$	(43,829	)			N/A			$	(64,272	)		$	0				N/A			$	(52,407	)

(5)	Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s

share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)

Represents the 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 following published industry index, which is also included in the five year cumulative total return chart included in the Company’s 2023 Annual Report on Form

10-K:

Dow Jones U.S. MicroCap Banks Index.

(7)	Amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)

Core net income is defined as net income adjusted for certain

after-tax

items including acquisition related costs, litigation settlement income, litigation settlement legal expense, a charitable donation, and net losses on asset/security sales. While the Company uses numerous financial and

non-financial

performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Core Net Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year, to Company performance.

Company Selected Measure Name

Core net income

Named Executive Officers, Footnote

The names of each of the Non–CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Troy Adair, Myke Matuszak, Timothy F. Shaffer, and Mark Wenick; (ii) for 2022, Troy Adair, Tim Carney, James Gasior, and Mark Wenick; (iii) for 2021, Troy Adair, Carl D. Culp, Timothy F. Shaffer, Amber Wallace Soukenik, and Mark Wenick; and (iv) for 2020, Carl D. Culp, Mark R. Witmer, Timothy F. Shaffer, and Amber Wallace Soukenik.

Peer Group Issuers, Footnote

Represents the 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 following published industry index, which is also included in the five year cumulative total return chart included in the Company’s 2023 Annual Report on Form

10-K:

Dow Jones U.S. MicroCap Banks Index.

PEO Total Compensation Amount

$ 1,159,314

$ 1,471,138

$ 1,528,022

$ 1,094,742

PEO Actually Paid Compensation Amount

$ 1,439,583

1,137,486

1,826,820

816,225

Adjustment To PEO Compensation, Footnote

(2)

The amounts reported in column (c) represent the amount of CAP for Mr. Helmick as computed in accordance with Item 402(v) of Regulation

S-K.

Amounts do not reflect the actual amount of compensation earned by or paid to Mr. Helmick during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Helmick’s total compensation for each year to determine the CAP:


Year		Reported Summary Compensation Table Total for PEO				Reported Value of Equity Awards (a)				Equity Award Adjustments (b)				Compensation Actually Paid to PEO
2023		$	1,159,314			$	256,324			$	23,945			$	1,439,583
2022		$	1,471,138			$	575,207			$	241,555			$	1,137,486
2021		$	1,528,022			$	199,768			$	498,566			$	1,826,820
2020		$	1,094,742			$	188,914			$	(89,603	)		$	816,225

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year (from the end of the prior fiscal year); (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date in fair value (from the end of the prior fiscal year); (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

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


Year		Year End Fair Value of Equity Awards				Change in Fair Value of Outstanding and Unvested Equity Awards				Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year				Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year				Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation				Total Equity Award Adjustments
2023		$	261,574			$	14,149				N/A			$	4,546			$	0				N/A			$	23,945
2022		$	462,571			$	(192,235	)			N/A			$	(28,781	)		$	0				N/A			$	241,555
2021		$	263,002			$	224,020				N/A			$	11,544			$	0				N/A			$	498,566
2020		$	157,369			$	(131,995	)			N/A			$	(114,977	)		$	0				N/A			$	(89,603	)

Non-PEO NEO Average Total Compensation Amount

$ 541,464

505,850

525,658

438,000

Non-PEO NEO Average Compensation Actually Paid Amount

$ 545,901

450,071

596,591

318,735

Adjustment to Non-PEO NEO Compensation Footnote

(4)

Amounts reported in column (e) represent the average amount of CAP for the

Non-PEO

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-PEO

NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of

Regulation S-K,

the following adjustments were made to average total compensation for the

Non-PEO

NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 2:


Year		Average Reported Summary Compensation Table Total for Non-PEO NEOs				Average Reported Value of Equity Awards				Average Equity Award Adjustments (a)				Average Compensation Actually Paid to Non-PEO NEOs
2023		$	541,464			$	108,451			$	4,437			$	545,901
2022		$	505,850			$	142,108			$	86,329			$	450,071
2021		$	525,658			$	83,035			$	154,328			$	596,591
2020		$	438,000			$	66,858			$	(52,407	)		$	318,735

(a)

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


Year		Average Year End Fair Value of Equity Awards				Average Change in Fair Value of Outstanding and Unvested Equity Awards				Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year				Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year				Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation				Total Average Equity Award Adjustments
2023		$	102,086			$	4,277				N/A			$	(1,513	)		$	0				N/A			$	4,437
2022		$	114,146			$	(22,858	)			N/A			$	(4,959	)		$	0				N/A			$	86,329
2021		$	103,806			$	47,864				N/A			$	2,658			$	0				N/A			$	154,328
2020		$	55,694			$	(43,829	)			N/A			$	(64,272	)		$	0				N/A			$	(52,407	)

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Financial Performance Measures

As described in greater detail in the Compensation Discussion and Analysis portion of this proxy statement, the Company’s executive compensation program embraces a

pay-for-performance

philosophy. The metrics used for both our long-term and short-term incentive awards are selected based on an overall objective of providing incentives to our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year are as follows:

•

Earnings per Share (adjusted) (EPS)

•

Return on Average Assets

•

Pre-tax

Pre-provision

Net Income

Total Shareholder Return Amount

$ 108

84

144

79

Peer Group Total Shareholder Return Amount

100

84

146

95

Net Income (Loss)

$ 49,900,000

$ 60,600,000

$ 51,800,000

$ 41,900,000

Company Selected Measure Amount

61,800,000

64,000,000

62,300,000

45,500,000

Mr. Helmick

Pay vs Performance Disclosure

Earnings per Share (adjusted) (EPS)

Pay vs Performance Disclosure

Return on Average Assets

Pay vs Performance Disclosure

Pre-tax Pre-provision Net Income

PEO | Total Net Adjustments For Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 23,945

$ 241,555

$ 498,566

$ (89,603)

PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

261,574

462,571

263,002

157,369

PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

14,149

(192,235)

224,020

(131,995)

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

4,546

(28,781)

11,544

(114,977)

PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

256,324

575,207

199,768

188,914

PEO | Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

23,945

241,555

498,566

(89,603)

Non-PEO NEO | Total Net Adjustments For Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

4,437

86,329

154,328

(52,407)

Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

102,086

114,146

103,806

55,694

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

4,277

(22,858)

47,864

(43,829)

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

(1,513)

(4,959)

2,658

(64,272)

Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

108,451

142,108

83,035

66,858

Non-PEO NEO | Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 4,437

$ 86,329

$ 154,328

$ (52,407)