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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

The following table provides information regarding compensation paid to the company’s chief executive officer and other named executive officers

along

with the cumulative total shareholder return of the company and a peer group index, the company’s net income and the company’s core ROTCE, which is the most important financial performance measure (that is not otherwise disclosed in the table) used by the company to link compensation actually paid to the company’s

named

executive officers, for 2023, to company performance.



																		Value of initial fixed $100 investment (3) based on:

Year		Summary Compensation Table total for Chief Executive Officer ($)				Compensation actually paid to Chief Executive Officer (1) ($)				Average Summary Compensation Table total for NEOs other than CEO ($)				Average compensation actually paid to NEOs other than CEO (2) ($)				Total Shareholder Return ($)				Peer Group Total Shareholder Return ($)				Net Income (000s) ($)				Core ROTCE

2023			2,090,265				1,449,401				1,007,346				806,597				84.43				101.76				122,844				11.72%

2022			2,498,857				1,799,152				1,201,288				939,530				103.41				106.01				166,299				14.69%

2021			2,624,843				3,921,301				1,200,521				1,689,469				136.46				117.08				235,107				22.04%

2020			2,363,122				2,232,193				1,010,747				971,866				88.75				87.90				96,953				13.16%

(1)	Daniel J. Schrider served as President and Chief Executive Officer for each of the years presented in the table. Compensation actually paid to Mr. Schrider for each of the years presented in the table, as calculated in accordance with SEC regulations, was as follows:



		2023 ($)				2022 ($)				2021 ($)				2020 ($)

Total compensation in Summary Compensation Table			2,090,265				2,498,857				2,624,843				2,363,122

Minus: aggregate change in pension value			—				—				—				(79,897	)

Minus: stock awards reported in Summary Compensation Table			(787,501	)			(850,064	)			(742,553	)			(684,082	)

Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year			797,560				668,630				887,076				856,358

Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year			(392,778	)			(461,827	)			1,043,988				(86,178	)

Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year			(258,145	)			(56,444	)			107,947				(137,130	)

Plus: dividends paid on stock awards not included in total compensation			—				—				—				—

Compensation actually paid			1,449,401				1,799,152				3,921,301				2,232,193

*

We remeasured the fair value at fiscal

year-end

of equity awards (or portion thereof) subject to performance conditions based on the probable outcome of the performance conditions as of the last day of the fiscal year and the closing price of company common stock on the last trading day of the year. We remeasured the fair value of such awards on the vesting date based on the payout resulting from the company’s actual performance (as previously disclosed) and the closing price of company common stock. The estimated payout of the 2022 awards was 50% at December 31, 2023. The estimated payout of the 2023 awards was 100% at December 31, 2023.

(2)

The named executive officers for each of the years presented in the table were as follows: for 2023, Philip J. Mantua, Joseph J. O’Brien, Jr., R. Louis Caceres and Aaron M. Kaslow; for 2022 and 2021, Mr. Mantua, Mr. O’Brien, Kenneth C. Cook and Mr. Caceres; for 2020, Mr. Mantua, Mr. O’Brien, Mr. Cook and Kevin Slane. The average compensation actually paid to the named executive officers other that the chief executive officer for each of the years presented in the table, as calculated in accordance with SEC regulations, was as follows:



		2023 ($)				2022 ($)				2021 ($)				2020 ($)

Total compensation in Summary Compensation Table			1,007,346				1,201,288				1,200,521				1,010,747

Plus/Minus: aggregate change in pension value			346				—				—				(8,328	)

Minus: stock awards reported in Summary Compensation Table			(287,902	)			(307,585	)			(289,611	)			(249,622	)

Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year			317,673				243,395				345,996				312,513

Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year			(136,665	)			(178,151	)			393,575				(46,503	)

Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year			(94,201	)			(19,417	)			38,988				(46,941	)

Plus: dividends paid on stock awards not included in total compensation			—				—				—				—

Compensation actually paid			806,597				939,530				1,689,469				971,866

*

See Note 1 above for information on the remeasurement of fair value of stock awards at fiscal year end and vesting dates.

(3)	Cumulative total shareholder return (TSR) assumes an initial investment of $100 as of the market close on December 31, 2019. The peer group used for this purpose is the KBW Nasdaq Regional Bank Index.

Company Selected Measure Name

Core ROTCE

Named Executive Officers, Footnote

for 2023, Philip J. Mantua, Joseph J. O’Brien, Jr., R. Louis Caceres and Aaron M. Kaslow; for 2022 and 2021, Mr. Mantua, Mr. O’Brien, Kenneth C. Cook and Mr. Caceres; for 2020, Mr. Mantua, Mr. O’Brien, Mr. Cook and Kevin Slane.

Peer Group Issuers, Footnote

Cumulative total shareholder return (TSR) assumes an initial investment of $100 as of the market close on December 31, 2019. The peer group used for this purpose is the KBW Nasdaq Regional Bank Index.

PEO Total Compensation Amount

$ 2,090,265

$ 2,498,857

$ 2,624,843

$ 2,363,122

PEO Actually Paid Compensation Amount

$ 1,449,401

1,799,152

3,921,301

2,232,193

Adjustment To PEO Compensation, Footnote

(1)	Daniel J. Schrider served as President and Chief Executive Officer for each of the years presented in the table. Compensation actually paid to Mr. Schrider for each of the years presented in the table, as calculated in accordance with SEC regulations, was as follows:



		2023 ($)				2022 ($)				2021 ($)				2020 ($)

Total compensation in Summary Compensation Table			2,090,265				2,498,857				2,624,843				2,363,122

Minus: aggregate change in pension value			—				—				—				(79,897	)

Minus: stock awards reported in Summary Compensation Table			(787,501	)			(850,064	)			(742,553	)			(684,082	)

Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year			797,560				668,630				887,076				856,358

Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year			(392,778	)			(461,827	)			1,043,988				(86,178	)

Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year			(258,145	)			(56,444	)			107,947				(137,130	)

Plus: dividends paid on stock awards not included in total compensation			—				—				—				—

Compensation actually paid			1,449,401				1,799,152				3,921,301				2,232,193

*

We remeasured the fair value at fiscal

year-end

of equity awards (or portion thereof) subject to performance conditions based on the probable outcome of the performance conditions as of the last day of the fiscal year and the closing price of company common stock on the last trading day of the year. We remeasured the fair value of such awards on the vesting date based on the payout resulting from the company’s actual performance (as previously disclosed) and the closing price of company common stock. The estimated payout of the 2022 awards was 50% at December 31, 2023. The estimated payout of the 2023 awards was 100% at December 31, 2023.

Non-PEO NEO Average Total Compensation Amount

$ 1,007,346

1,201,288

1,200,521

1,010,747

Non-PEO NEO Average Compensation Actually Paid Amount

$ 806,597

939,530

1,689,469

971,866

Adjustment to Non-PEO NEO Compensation Footnote

(2)

The named executive officers for each of the years presented in the table were as follows: for 2023, Philip J. Mantua, Joseph J. O’Brien, Jr., R. Louis Caceres and Aaron M. Kaslow; for 2022 and 2021, Mr. Mantua, Mr. O’Brien, Kenneth C. Cook and Mr. Caceres; for 2020, Mr. Mantua, Mr. O’Brien, Mr. Cook and Kevin Slane. The average compensation actually paid to the named executive officers other that the chief executive officer for each of the years presented in the table, as calculated in accordance with SEC regulations, was as follows:



		2023 ($)				2022 ($)				2021 ($)				2020 ($)

Total compensation in Summary Compensation Table			1,007,346				1,201,288				1,200,521				1,010,747

Plus/Minus: aggregate change in pension value			346				—				—				(8,328	)

Minus: stock awards reported in Summary Compensation Table			(287,902	)			(307,585	)			(289,611	)			(249,622	)

Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year			317,673				243,395				345,996				312,513

Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year			(136,665	)			(178,151	)			393,575				(46,503	)

Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year			(94,201	)			(19,417	)			38,988				(46,941	)

Plus: dividends paid on stock awards not included in total compensation			—				—				—				—

Compensation actually paid			806,597				939,530				1,689,469				971,866

*

See Note 1 above for information on the remeasurement of fair value of stock awards at fiscal year end and vesting dates.

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

The following table lists the most important financial performance measures used by us to link compensation actually paid to our named executive officers for 2023 to company performance.



Adjusted pre-tax, pre-provision net revenue

Non-GAAP efficiency ratio

Net charge-off ratio

Core return on tangible common equity

Core return on average assets

Total Shareholder Return Amount

$ 84.43

103.41

136.46

88.75

Peer Group Total Shareholder Return Amount

101.76

106.01

117.08

87.9

Net Income (Loss)

$ 122,844,000

$ 166,299,000

$ 235,107,000

$ 96,953,000

Company Selected Measure Amount

0.1172

0.1469

0.2204

0.1316

Daniel J. Schrider

Estimated Payout Of The 2022 Awards

50.00%

Estimated Payout Of The 2023 Awards

100.00%

Pay vs Performance Disclosure

Adjusted pre-tax, pre-provision net revenue

Pay vs Performance Disclosure

Non-GAAP efficiency ratio

Pay vs Performance Disclosure

Net charge-off ratio

Pay vs Performance Disclosure

Core return on tangible common equity

Pay vs Performance Disclosure

Core return on average assets

PEO | Aggregate Change In Pension Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (79,897)

PEO | Stock Awards Reported In Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (787,501)

$ (850,064)

$ (742,553)

(684,082)

PEO | Fair Value At Fiscal YearEnd Of Unvested Stock Awards Granted During Covered Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

797,560

668,630

887,076

856,358

PEO | Change In Fair Value At Fiscal YearEnd Of Unvested Stock Awards Granted In Any Prior Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(392,778)

(461,827)

1,043,988

(86,178)

PEO | Change In Fair Value At Vesting Date Of Stock Awards Granted In Any Prior Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(258,145)

(56,444)

107,947

(137,130)

Non-PEO NEO | Aggregate Change In Pension Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

346

(8,328)

Non-PEO NEO | Stock Awards Reported In Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(287,902)

(307,585)

(289,611)

(249,622)

Non-PEO NEO | Fair Value At Fiscal YearEnd Of Unvested Stock Awards Granted During Covered Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

317,673

243,395

345,996

312,513

Non-PEO NEO | Change In Fair Value At Fiscal YearEnd Of Unvested Stock Awards Granted In Any Prior Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(136,665)

(178,151)

393,575

(46,503)

Non-PEO NEO | Change In Fair Value At Vesting Date Of Stock Awards Granted In Any Prior Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (94,201)

$ (19,417)

$ 38,988

$ (46,941)