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

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, 2023, 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)
2023	$	1,779,242	$	1,648,996	$	636,394	$	560,841	$	107.03	$	100.08	$	67,800	$	5.61
2022		1,696,915		1,769,914		558,415		619,756		104.07		98.03		75,948		6.02
2021		1,671,003		1,838,211		525,616		621,300		100.94		113.59		74,627		5.46
2020		1,604,219		1,194,469		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 four-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 four-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.

Company Selected Measure Name

diluted earnings per common share

Named Executive Officers, Footnote

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]

$ 1,779,242

$ 1,696,915

$ 1,671,003

$ 1,604,219

PEO Actually Paid Compensation Amount

^[2]

$ 1,648,996

1,769,914

1,838,211

1,194,469

Adjustment To PEO Compensation, Footnote

Reconciliation of PEO SCT Total and Compensation Actually Paid

	2023			2022			2021			2020
Total compensation as reported in SCT	$	1,779,242		$	1,696,915		$	1,671,003		$	1,604,219
Pension values reported in SCT for covered fiscal year		(157,000	)		---			(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		43,000			40,000			39,000			34,000
Fair value of equity awards granted during covered fiscal year		(91,494	)		(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		130,806			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		(15,594	)		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		(39,964	)		8,208			25,900			(72,495	)
Total compensation actually paid to PEO	$	1,648,996		$	1,769,914		$	1,838,211		$	1,194,469

Non-PEO NEO Average Total Compensation Amount

^[3]

$ 636,394

558,415

525,616

551,353

Non-PEO NEO Average Compensation Actually Paid Amount

^[4]

$ 560,841

619,756

621,300

336,824

Adjustment to Non-PEO NEO Compensation Footnote

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

	2023			2022			2021			2020
Total compensation as reported in SCT	$	636,394		$	558,415		$	525,616		$	551,353
Pension values reported in SCT for covered fiscal year		(95,000	)		---			(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		36,000			38,500			37,500			32,500
Fair value of equity awards granted during covered fiscal year		(51,026	)		(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		72,950			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		(11,033	)		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		(27,444	)		5,427			16,892			(46,116	)
Total average compensation actually paid to non-PEO NEOs	$	560,841		$	619,756		$	621,300		$	336,824

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 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 2023, 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]

$ 107.03

104.07

100.94

81.25

Peer Group Total Shareholder Return Amount

^[6]

100.08

98.03

113.59

85.98

Net Income (Loss)

^[7]

$ 67,800,000

$ 75,948,000

$ 74,627,000

$ 59,313,000

Company Selected Measure Amount

^[8]

5.61

6.02

5.46

4.21

PEO Name

Joseph W. Turner

Measure:: 1

Pay vs Performance Disclosure

Name

Diluted earnings per common share

Measure:: 2

Pay vs Performance Disclosure

Name

Comparison of actual performance to budgeted expectations

Measure:: 3

Pay vs Performance Disclosure

Name

Return on average assets

Measure:: 4

Pay vs Performance Disclosure

Name

Return on average tangible common equity

Measure:: 5

Pay vs Performance Disclosure

Name

Pre-provision net revenue

Measure:: 6

Pay vs Performance Disclosure

Name

Net interest margin

Measure:: 7

Pay vs Performance Disclosure

Name

Net charge-off ratio

Total compensation as reported in SCT [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 1,779,242

$ 1,696,915

$ 1,671,003

$ 1,604,219

Non-PEO NEO Average Compensation Actually Paid Amount

636,394

558,415

525,616

551,353

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

Pay vs Performance Disclosure

PEO Total Compensation Amount

(157,000)

(14,000)

(258,000)

Non-PEO NEO Average Compensation Actually Paid Amount

(95,000)

(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

PEO Total Compensation Amount

43,000

40,000

39,000

34,000

Non-PEO NEO Average Compensation Actually Paid Amount

36,000

38,500

37,500

32,500

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

Pay vs Performance Disclosure

PEO Total Compensation Amount

(91,494)

(105,144)

(89,590)

(54,750)

Non-PEO NEO Average Compensation Actually Paid Amount

(51,026)

(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

PEO Total Compensation Amount

130,806

110,370

103,075

94,125

Non-PEO NEO Average Compensation Actually Paid Amount

72,950

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

PEO Total Compensation Amount

(15,594)

19,565

102,823

(152,630)

Non-PEO NEO Average Compensation Actually Paid Amount

(11,033)

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

PEO Total Compensation Amount

(39,964)

8,208

25,900

(72,495)

Non-PEO NEO Average Compensation Actually Paid Amount

(27,444)

5,427

16,892

(46,116)

Total compensation actually paid to PEO [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

1,648,996

1,769,914

1,838,211

1,194,469

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

Pay vs Performance Disclosure

Non-PEO NEO Average Compensation Actually Paid Amount

$ 560,841

$ 619,756

$ 621,300

$ 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 four-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 four-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.