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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 Table

Year	Summary Compensation Table Total for PEO⁽¹⁾	Compensation Actually Paid to PEO⁽¹⁾⁽²⁾	Average Summary Compensation Table Total for Non-PEO NEOs⁽¹⁾	Average Compensation Actually Paid to Non-PEO NEOs⁽¹⁾⁽³⁾	Value of Initial Fixed $100 Investment Based On		Company Selected Measure
Year	Summary Compensation Table Total for PEO⁽¹⁾	Compensation Actually Paid to PEO⁽¹⁾⁽²⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽¹⁾⁽³⁾					Total Shareholder Return	Peer Group Total Shareholder Return⁽⁴⁾	Net Income	EPS ⁽⁵⁾
2023	$1,720,559	$1,671,005	$807,557	$625,744	$106	$103	$60,672,000	$5.08
2022	$1,716,737	$1,722,753	$560,551	$611,021	$109	$110	$71,109,000	$5.82
2021	$2,186,641	$1,727,166	$634,732	$621,171	$104	$130	$52,907,000	$4.02
2020	$2,494,588	$1,465,332	$899,798	$538,845	$ 87	$ 93	$53,844,000	$3.93

(1)	Mr. Norman L. Lowery was the PEO, and Messrs. McHargue, Norman D. Lowery and Holliday were Non-PEO NEOs, for each of the years shown. Mr. Franklin was a Non-PEO NEO for 2023 and 2022, and Ms. Karen Milienu, the Corporation’s former Chief Branch Banking Officer, was a Non-PEO NEO for 2021 and 2020.

(2)

The table below shows the amount of CAP to our PEO, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO:


Year	Summary Compensation Table Total for PEO	(A) Stock Awards in SCT	(B) Stock Award Adjustments	(C) Reported Change in the Actuarial Present Value of Pension Benefits	(D) Pension Benefit Adjustments	Compensation Actually Paid to PEO
2023	$1,720,559	$(475,003)	$425,449	—	—	$1,671,005
2022	$1,716,737	$(456,265)	$472,996	—	—	$1,722,753
2021	$2,186,641	$(448,960)	$549,589	$(560,104)	—	$1,727,166
2020	$2,494,588	$(425,141)	$319,342	$(923,457)	—	$1,465,332

(A)

Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year.

(B)

Represents stock award adjustments (deductions and additions) for PEO stock awards for each applicable year calculated as follows:

Year	Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year	Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years	Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year	Year-over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year	Total Stock Award Adjustments
2023	$303,453	$(9,693)	$151,726	$(20,037)	$425,449
2022	$309,105	$ 3,186	$154,552	$ 6,153	$472,996
2021	$323,500	$ 21,140	$161,750	$ 43,199	$549,589
2020	$259,078	$(23,903)	$129,539	$(45,372)	$319,342

(C)

Represents the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the PEO the applicable year.

(D)

Represents the actuarially determined pension service cost and prior service cost, if any, for services rendered by Mr. Norman L. Lowery during the applicable year. No pension service cost or prior service cost with respect to our PEO was recognized during the applicable years.

(3)

The table below shows average CAP for the Non-PEO NEOs, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEOs during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEOs:

Year	Average Summary Compensation Table Total for Non-PEO NEOs	(A) Average Stock Awards in SCT	(B) Average Stock Award Adjustments	(C) Average Reported Change in the Actuarial Present Value of Pension Benefits Award Pension Benefit Adjustments	(D) Average Pension Benefit Adjustments	Average Compensation Actually Paid to Non-PEO NEOs
2023	$807,557	$(131,735)	$119,827	$(201,744)	$31,838	$625,744
2022	$560,551	$ (97,702)	$101,282	—	$46,890	$611,021
2021	$634,732	$(108,945)	$105,977	$ (83,326)	$72,733	$621,171
2020	$899,798	$(102,920)	$ 78,874	$(395,147)	$58,240	$538,845

(A)

Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year.

(B)

Represents the average of stock award adjustments (deductions and additions) for the Non-PEO NEO stock awards for each applicable year calculated as follows:

Year	Average Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year	Average Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years	Average Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year	Average Year-over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year	Average Fair Value at End of Prior Period of Stock Awards that Failed to Meet Vesting Conditions During the Year	Total Average Stock Award Adjustments
2023	$84,141	$(2,075)	$42,071	$(4,310)	—	$119,827
2022	$66,179	$ 688	$33,089	$ 1,326	—	$101,282
2021	$69,879	$ 4,542	$34,939	$ 8,905	$(12,288)	$105,977
2020	$62,710	$(5,350)	$31,355	$(9,841)	—	$ 78,874

(C)

Represents the average amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the Non-PEO NEOs for each applicable year.

(D)

Represents the average actuarially determined pension service cost and prior service cost for services rendered by the Non-PEO NEOs during the applicable year. No prior service cost with respect to the Non-PEO NEOs was recognized during the applicable years.

(4)	The Peer Group Total Shareholder Return used in this table reflects the SNL Bank $1B-$5B index, which the Corporation also uses in the stock performance graph included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

(5)	Earnings per share (EPS) is a financial performance measure used for compensation decisions. Management believes that EPS performance is a meaningful measure of our overall financial performance. See “Compensation Discussion and Analysis.”

Company Selected Measure Name

Earnings per share (EPS)

Peer Group Issuers, Footnote

The Peer Group Total Shareholder Return used in this table reflects the SNL Bank $1B-$5B index, which the Corporation also uses in the stock performance graph included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

PEO Total Compensation Amount

$ 1,720,559

$ 1,716,737

$ 2,186,641

$ 2,494,588

PEO Actually Paid Compensation Amount

$ 1,671,005

1,722,753

1,727,166

1,465,332

Adjustment To PEO Compensation, Footnote


Year	Summary Compensation Table Total for PEO	(A) Stock Awards in SCT	(B) Stock Award Adjustments	(C) Reported Change in the Actuarial Present Value of Pension Benefits	(D) Pension Benefit Adjustments	Compensation Actually Paid to PEO
2023	$1,720,559	$(475,003)	$425,449	—	—	$1,671,005
2022	$1,716,737	$(456,265)	$472,996	—	—	$1,722,753
2021	$2,186,641	$(448,960)	$549,589	$(560,104)	—	$1,727,166
2020	$2,494,588	$(425,141)	$319,342	$(923,457)	—	$1,465,332

(A)

Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year.

(B)

Represents stock award adjustments (deductions and additions) for PEO stock awards for each applicable year calculated as follows:

Year	Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year	Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years	Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year	Year-over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year	Total Stock Award Adjustments
2023	$303,453	$(9,693)	$151,726	$(20,037)	$425,449
2022	$309,105	$ 3,186	$154,552	$ 6,153	$472,996
2021	$323,500	$ 21,140	$161,750	$ 43,199	$549,589
2020	$259,078	$(23,903)	$129,539	$(45,372)	$319,342

(C)

Represents the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the PEO the applicable year.

(D)

Non-PEO NEO Average Total Compensation Amount

$ 807,557

560,551

634,732

899,798

Non-PEO NEO Average Compensation Actually Paid Amount

$ 625,744

611,021

621,171

538,845

Adjustment to Non-PEO NEO Compensation Footnote

Year	Average Summary Compensation Table Total for Non-PEO NEOs	(A) Average Stock Awards in SCT	(B) Average Stock Award Adjustments	(C) Average Reported Change in the Actuarial Present Value of Pension Benefits Award Pension Benefit Adjustments	(D) Average Pension Benefit Adjustments	Average Compensation Actually Paid to Non-PEO NEOs
2023	$807,557	$(131,735)	$119,827	$(201,744)	$31,838	$625,744
2022	$560,551	$ (97,702)	$101,282	—	$46,890	$611,021
2021	$634,732	$(108,945)	$105,977	$ (83,326)	$72,733	$621,171
2020	$899,798	$(102,920)	$ 78,874	$(395,147)	$58,240	$538,845

(A)

Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year.

(B)

Represents the average of stock award adjustments (deductions and additions) for the Non-PEO NEO stock awards for each applicable year calculated as follows:

Year	Average Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year	Average Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years	Average Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year	Average Year-over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year	Average Fair Value at End of Prior Period of Stock Awards that Failed to Meet Vesting Conditions During the Year	Total Average Stock Award Adjustments
2023	$84,141	$(2,075)	$42,071	$(4,310)	—	$119,827
2022	$66,179	$ 688	$33,089	$ 1,326	—	$101,282
2021	$69,879	$ 4,542	$34,939	$ 8,905	$(12,288)	$105,977
2020	$62,710	$(5,350)	$31,355	$(9,841)	—	$ 78,874

(C)

Represents the average amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the Non-PEO NEOs for each applicable year.

(D)

Compensation Actually Paid vs. Total Shareholder Return

The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against the total shareholder return for the Corporation and the peer group for the four fiscal years ended December 31, 2023:

Compensation Actually Paid vs. Net Income

The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against our net income for the four fiscal years ended December 31, 2023:

Compensation Actually Paid vs. Company Selected Measure

The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against our EPS, the Company Selected Measure, for the four fiscal years ended December 31, 2023:

Total Shareholder Return Vs Peer Group

Total Shareholder Return Amount

$ 106

109

104

Peer Group Total Shareholder Return Amount

103

110

130

Net Income (Loss)

$ 60,672,000

$ 71,109,000

$ 52,907,000

$ 53,844,000

Company Selected Measure Amount

5.08

5.82

4.02

3.93

PEO Name

Mr. Norman L. Lowery

Additional 402(v) Disclosure

As described in more detail in the section captioned “Compensation Discussion and Analysis” the executive compensation program for our PEO and Non-PEO NEOs includes variable components in the form of annual incentive compensation and long-term incentive awards. While we use several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay Versus Performance Table. Moreover, we seek to incentivize long-term performance and, as a result, our performance against our financial measures in a particular year may not align with “compensation actually paid,” or CAP, as computed in accordance with Item 402(v) of SEC Regulation S-K for that year. In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.

Measure:: 1

Pay vs Performance Disclosure

Name

EPS

Measure:: 2

Pay vs Performance Disclosure

Name

Net Income

Measure:: 3

Pay vs Performance Disclosure

Name

Efficiency Ratio