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| · · SummaryCompensationTable Total · · SummaryCompensation · · CompensationActually Paid · · Compensation · · Average Summary Compensation · · Average Compensation · · Value of Initial Fixed$100 InvestmentBased On: · · · · |
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| Year | | for CEO -DennisZember ($)(1) | | Table Total forCEO - Joe A.Shearin ($)(2) | | to CEO -Dennis Zember($)(1)(7) | | Actually Paid toCEO - Joe A.Shearin ($)(2)(7) | | Table Total forNon-CEONEOs ($)(3) | | Actually Paidto Non-CEONEOs ($)(3)(7) | | TSR | | Peer Group TSR(4) | | NetIncome(loss) ($)(5) | | LoanGrowth(%)(6) |
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| 2024 | | 788,439 | | - | | 1,265,659 | | - | | 372,890 | | 354,449 | | 85 | | 111 | | (16,205) | | (4.3) |
| 2023 | | 1,196,693 | | - | | 1,354,283 | | - | | 402,237 | | 436,295 | | 89 | | 95 | | (7,832) | | 9.2 |
| 2022 | | 1,433,177 | | - | | 1,236,551 | | - | | 477,995 | | 437,380 | | 80 | | 102 | | 14,148 | | 30.1 |
| 2021 | | 1,617,767 | | - | | 1,767,008 | | - | | 510,044 | | 488,097 | | 98 | | 125 | | 31,113 | | 6.5 |
| 2020 | | 1,267,310 | | 2,404,110 | | 778,260 | | 2,231,710 | | 514,564 | | 360,396 | | 77 | | 89 | | 21,581 | | (2.8) |
| (1) | Mr. Zember joined the Company and the Bank as President and Chief Executive Officer on February 19, 2020. |
| (2) | Mr. Shearin retired from his position as President and Chief Executive Officer the Company and the Bank on February 19, 2020. |
| (3) | For fiscal year 2024, the Company’s Non-CEO NEOs were Mathew A. Switzer, Rickey A. Fulk, Marie T. Leibson and Ann-Stanton Gore. For fiscal year 2023, the Company’s Non-CEO NEOs were Mathew A. Switzer, Rickey A. Fulk, G. Cody Sheflett and Ann-Stanton Gore. For fiscal year 2022, the Company’s Non-CEO NEOs were Mathew A. Switzer, Marie T. Leibson, G. Cody Sheflett and Stephen B. Weber. |
| (4) | The Peer Group TSR is the total return of the Nasdaq Bank Index for the same period, the same index used for our performance graph disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. |
| (5) | Presented in thousands. |
| (6) | Represents growth in gross loans held for investment for the period, excluding loans from the Paycheck Protection Program. We determined loan growth to be the most important financial performance measure used to link Company performance to Compensation Actually Paid (“CAP”) to our PEO and Non-CEO NEOs. |
| (7) | CAP is defined by the SEC and is computed by starting with the “Total” column of the Summary Compensation Table (“SCT”) for each year and then: |
| ● | subtracting the amount in the “Stock Awards” column of the SCT for such year, |
| ● | adding, for all unvested equity awards granted during the reporting year and outstanding on the last day of the reporting year, the fair value as of the last day of the reporting year, |
| ● | adding, for all unvested equity awards granted prior to the reporting year and outstanding on the last day of the reporting year, the change in fair value from the last day of the preceding year to the last day of the reporting year, |
| ● | adding, for equity awards vesting during the reporting year, the change in fair value from the last day of the preceding year to the vesting date, |
| ● | adding the value of any dividends or other earnings paid in the reporting year on unvested equity awards that are not otherwise included in the total compensation for the reporting year, |
| ● | subtracting the amount in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column of the SCT for such year, and |
| ● | adding, for all defined benefit and actuarial pension plans, (A) the service cost, calculated as the actuarial present value attributable to services rendered during the reporting year, plus (B) the prior service cost, calculated as the entire cost of benefits granted in a plan amendment during the reporting year that are attributed by the benefit formula to services rendered in periods prior to the amendment. |
For this purpose, the fair value of equity awards is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements. This may result in a difference in the share value input used for the fair value calculation at year-end when compared to the share value used for performance-based share awards at time of award but the assumptions used in calculating the fair value of the awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable years. The following tables reflect the adjustments made to SCT total compensation to compute CAP for the position of CEO and average CAP for our other NEOs:
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| CEO SCT Total to CAP Reconciliation - Dennis Zember | | | 2024 | | | 2023 | | | 2022 | | | 2021 |
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| SCT Total Compensation | | | $788,439 | | | $1,196,693 | | | $1,433,177 | | | $1,617,767 |
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| SCT Stock Awards | | | — | | | (459,000) | | | (498,102) | | | (631,575) |
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| Fair Value of New Unvested Equity Awards | | | 524,700 | | | 569,700 | | | 498,944 | | | 631,996 |
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| Change in Fair Value of Existing Unvested Equity Awards | | | (49,000) | | | 42,930 | | | (170,972) | | | 46,400 |
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| Change in Fair Value of Vesting Equity Awards | | | (480) | | | 360 | | | (31,696) | | | 95,620 |
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| Dividends on Unvested Equity Awards | | | 2,000 | | | 3,600 | | | 5,200 | | | 6,800 |
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| SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | | | — | | | — | | | — | | | — |
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| Service Cost & Prior Service Cost | | | — | | | — | | | — | | | — |
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| CAP | | | $1,265,659 | | | $1,354,283 | | | $1,236,551 | | | $1,767,008 |
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| CEO SCT Total to CAP Reconciliation - Joe A. Shearin | | | 2020 | | | | | | | | | |
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| SCT Total Compensation | | | $2,404,110 | | | | | | | | | |
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| SCT Stock Awards | | | (159,300) | | | | | | | | | |
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| Fair Value of New Unvested Equity Awards | | | — | | | | | | | | | |
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| Change in Fair Value of Existing Unvested Equity Awards | | | — | | | | | | | | | |
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| Change in Fair Value of Vesting Equity Awards | | | (14,900) | | | | | | | | | |
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| Dividends on Unvested Equity Awards | | | 1,800 | | | | | | | | | |
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| SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | | | — | | | | | | | | | |
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| Service Cost & Prior Service Cost | | | — | | | | | | | | | |
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| CAP | | | $2,231,710 | | | | | | | | | |
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| Average Non-CEO NEOs SCT Total to CAP Reconciliation | | | 2024 | | | 2023 | | | 2022 | | | 2021 |
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| SCT Total Compensation | | | $372,890 | | | $402,237 | | | $477,995 | | | $510,044 |
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| SCT Stock Awards | | | — | | | (102,000) | | | (91,683) | | | (87,868) |
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| Fair Value of New Unvested Equity Awards | | | — | | | 126,600 | | | 92,838 | | | 33,773 |
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| Change in Fair Value of Existing Unvested Equity Awards | | | (17,763) | | | 9,275 | | | (34,010) | | | 26,361 |
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| Change in Fair Value of Vesting Equity Awards | | | (1,656) | | | (1,602) | | | (11,234) | | | 2,671 |
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| Dividends on Unvested Equity Awards | | | 976 | | | 1,785 | | | 3,474 | | | 3,117 |
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| SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | | | — | | | — | | | — | | | — |
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| Service Cost & Prior Service Cost | | | — | | | — | | | — | | | — |
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| CAP | | | $354,449 | | | $436,295 | | | $437,380 | | | $488,097 |
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