Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay Versus Performance

As required by the Dodd-Frank Act and the SEC’s implementing rules, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance. For further information concerning the Company’s compensation philosophy and how the Company seeks to align executive compensation with its performance, see the “Compensation Discussion and Analysis” section above.

The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2022, 2021 and 2020 and our financial performance for each fiscal year:

									Value of Initial Fixed $100 Investment Based on:
	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)		Total Shareholder Return(5)		Peer Group Total Shareholder Return(6)		Net Income (in thousands) (7)		Diluted Earnings Per Common Share(8)
2022	$	1,598,535	$	1,671,534	$	551,349	$	612,690	$	104.07	$	98.03	$	75,948	$	6.02
2021		1,577,503		1,744,711		518,447		614,131		100.94		113.59		74,627		5.46
2020		1,517,539		1,107,789		551,353		336,824		81.25		85.98		59,313		4.21

(1) Represents the total compensation of our principal executive officer (“PEO”), Joseph W. Turner, as reported in the Summary Compensation Table (“SCT”) for each year indicated. Refer to the “Summary Compensation Table” above. Mr. J. Turner served as our PEO during those years.

(2) Represents the amount of “compensation actually paid” to Mr. J. Turner, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. J. Turner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. J. Turner’s total compensation for each year to determine the compensation actually paid:

(3) Represents the average of the total compensation of each of our non-PEO NEOs as reported in the SCT for each year indicated. The non-PEO NEOs included in this calculation for each year are as follows: William V. Turner, Rex A. Copeland, Kevin L. Baker and John M. Bugh.

(4) Represents the average of the total compensation actually paid to our named non-PEO NEOs as reported in the SCT, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to the non-PEO NEOs 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 compensation actually paid:

(5) Represents the cumulative three-year total return to shareholders of our common stock and assumes that the value of the investment was $100 on December 31, 2019 and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price performance.

(6) Represents a cumulative three-year total return to shareholders of a peer group calculated using the same method described in footnote (5). For all years listed, the peer group used is the S&P U.S. BMI Banks Midwest Region Index.

(7) Represents our reported net income reflected in the Company’s audited financial statements for each year indicated.

(8) Represents our diluted earnings per common share, for each year indicated, which we believe represents the most important financial performance measure that was used to link compensation actually paid to our PEO and non-PEO NEOs for the most recent fiscal year to Company performance.

Named Executive Officers, Footnote [Text Block]

Represents the total compensation of our principal executive officer (“PEO”), Joseph W. Turner, as reported in the Summary Compensation Table (“SCT”) for each year indicated. Refer to the “Summary Compensation Table” above. Mr. J. Turner served as our PEO during those years.

PEO Total Compensation Amount

^[1]

$ 1,598,535

$ 1,577,503

$ 1,517,539

PEO Actually Paid Compensation Amount

^[2]

$ 1,671,534

1,744,711

1,107,789

Adjustment To PEO Compensation, Footnote [Text Block]

Reconciliation of PEO SCT Total and Compensation Actually Paid

	2022			2021			2020
Total compensation as reported in SCT	$	1,598,535		$	1,577,503		$	1,517,539
Pension values reported in SCT for covered fiscal year		---			(14,000	)		(258,000	)
Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year		40,000			39,000			34,000
Fair value of equity awards granted during covered fiscal year		(105,144	)		(89,590	)		(54,750	)
Fair value of equity awards granted in covered fiscal year and that were unvested at end of such covered fiscal year - valued at year-end		110,370			103,075			94,125
Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		19,565			102,823			(152,630	)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		8,208			25,900			(72,495	)
Total compensation actually paid to PEO	$	1,671,534		$	1,744,711		$	1,107,789

Non-PEO NEO Average Total Compensation Amount

^[3]

$ 551,349

518,447

551,353

Non-PEO NEO Average Compensation Actually Paid Amount

^[4]

$ 612,690

614,131

336,824

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Reconciliation of Non-PEO NEOs SCT Total and Compensation Actually Paid

	2022			2021			2020
Total compensation as reported in SCT	$	551,349		$	518,447		$	551,353
Pension values reported in SCT for covered fiscal year		---			(38,333	)		(128,000	)
Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year		38,500			37,500			32,500
Fair value of equity awards granted during covered fiscal year		(74,814	)		(63,580	)		(38,325	)
Fair value of equity awards granted in covered fiscal year and that were unvested at end of such covered fiscal year - valued at year-end		78,533			73,150			65,888
Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		13,695			70,055			(100,476	)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		5,427			16,892			(46,116	)
Total average compensation actually paid to non-PEO NEOs	$	612,690		$	614,131		$	336,824

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Total Shareholder Return Vs Peer Group [Text Block]

Tabular List [Table Text Block]

The following list presents the most important financial measures, as determined by the Compensation Committee, used by the Company to link compensation actually paid to our NEOs, for fiscal year 2022, to the Company’s performance:

● Diluted earnings per common share

● Comparison of actual performance to budgeted expectations

● Return on average assets

● Return on average tangible common equity

● Pre-provision net revenue

● Net interest margin

● Net charge-off ratio

Total Shareholder Return Amount

^[5]

$ 104.07

100.94

81.25

Peer Group Total Shareholder Return Amount

^[6]

98.03

113.59

85.98

Net Income (Loss)

^[7]

$ 75,948,000

$ 74,627,000

$ 59,313,000

Company Selected Measure Amount

^[8]

6.02

5.46

4.21

Measure [Axis]: 1

Pay vs Performance Disclosure [Table]

Measure Name

Diluted earnings per common share

Measure [Axis]: 2

Pay vs Performance Disclosure [Table]

Measure Name

Comparison of actual performance to budgeted expectations

Measure [Axis]: 3

Pay vs Performance Disclosure [Table]

Measure Name

Return on average assets

Measure [Axis]: 4

Pay vs Performance Disclosure [Table]

Measure Name

Return on average tangible common equity

Measure [Axis]: 5

Pay vs Performance Disclosure [Table]

Measure Name

Pre-provision net revenue

Measure [Axis]: 6

Pay vs Performance Disclosure [Table]

Measure Name

Net interest margin

Measure [Axis]: 7

Pay vs Performance Disclosure [Table]

Measure Name

Net charge-off ratio

Total compensation as reported in SCT [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

$ 1,598,535

$ 1,577,503

$ 1,517,539

Non-PEO NEO Average Compensation Actually Paid Amount

551,349

518,447

551,353

Pension values reported in SCT for covered fiscal year [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

(14,000)

(258,000)

Non-PEO NEO Average Compensation Actually Paid Amount

(38,333)

(128,000)

Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

40,000

39,000

34,000

Non-PEO NEO Average Compensation Actually Paid Amount

38,500

37,500

32,500

Fair value of equity awards granted during covered fiscal year [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

(105,144)

(89,590)

(54,750)

Non-PEO NEO Average Compensation Actually Paid Amount

(74,814)

(63,580)

(38,325)

Fair value of equity awards granted in covered fiscal year and that were unvested at end of such covered fiscal year - valued at year-end [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

110,370

103,075

94,125

Non-PEO NEO Average Compensation Actually Paid Amount

78,533

73,150

65,888

Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

19,565

102,823

(152,630)

Non-PEO NEO Average Compensation Actually Paid Amount

13,695

70,055

(100,476)

Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

8,208

25,900

(72,495)

Non-PEO NEO Average Compensation Actually Paid Amount

5,427

16,892

(46,116)

Total compensation actually paid to PEO [Member]

Pay vs Performance Disclosure [Table]

PEO Total Compensation Amount

1,671,534

1,744,711

1,107,789

Total average compensation actually paid to non-PEO NEOs [Member]

Pay vs Performance Disclosure [Table]

Non-PEO NEO Average Compensation Actually Paid Amount

$ 612,690

$ 614,131

$ 336,824

[1] Represents the total compensation of our principal executive officer (“PEO”), Joseph W. Turner, as reported in the Summary Compensation Table (“SCT”) for each year indicated. Refer to the “Summary Compensation Table” above. Mr. J. Turner served as our PEO during those years.

[2] Represents the amount of “compensation actually paid” to Mr. J. Turner, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. J. Turner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. J. Turner’s total compensation for each year to determine the compensation actually paid:

[3] Represents the average of the total compensation of each of our non-PEO NEOs as reported in the SCT for each year indicated. The non-PEO NEOs included in this calculation for each year are as follows: William V. Turner, Rex A. Copeland, Kevin L. Baker and John M. Bugh.

[4] Represents the average of the total compensation actually paid to our named non-PEO NEOs as reported in the SCT, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to the non-PEO NEOs 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 compensation actually paid:

[5] Represents the cumulative three-year total return to shareholders of our common stock and assumes that the value of the investment was $100 on December 31, 2019 and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price performance.

[6] Represents a cumulative three-year total return to shareholders of a peer group calculated using the same method described in footnote (5). For all years listed, the peer group used is the S&P U.S. BMI Banks Midwest Region Index.

[7] Represents our reported net income reflected in the Company’s audited financial statements for each year indicated.

[8] Represents our diluted earnings per common share, for each year indicated, which we believe represents the most important financial performance measure that was used to link compensation actually paid to our PEO and non-PEO NEOs for the most recent fiscal year to Company performance.