As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC Regulation S-K, we are providing the following specified disclosures regarding the relationship between the compensation paid to our named executive officers and certain measures of financial performance. The following table reports the compensation of Norman L. Lowery, our Chairman and CEO (our Principal Executive Officer, or “PEO”) and the average compensation of the other Named Executive Officers (our “Non-PEO NEOs”) as reported in the Summary Compensation Table for the past four fiscal years, as well as their “compensation actually paid” as calculated pursuant to the SEC rules (referred to herein as “CAP”) and certain performance measures required by the rules.
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 |
|---|
| 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.” |
List of Most Important Financial Performance Measures
As required by SEC rules, the following table lists the performance measures that, in the Corporation’s assessment, represent the most important financial measures used by the Corporation to link compensation “actually paid” to the Corporation’s PEO and Non-PEO NEOs to the Corporation’s performance for 2023.
EPS
Net Income
Efficiency Ratio
Analysis of the Information Presented in the Pay Versus Performance Table
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.
Comparison of Compensation Actually Paid to Measures of Financial Performance
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:
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:
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:
