XML 14 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay vs. Performance

 

The Company believes that executive compensation should be structured in a way that aligns with long-term shareholder value. The following table illustrates compensation actually paid to our principal executive officer (“PEO”) and other NEOs and our financial performance. The following table sets forth information required by Item 402(v) of Regulation S-K for each of the last three recently completed years, including: (i) the total compensation earned by our PEO (as reported in the Summary Compensation Table above); (ii) the compensation “actually paid” to our PEO (calculated in accordance with Regulation S-K); (iii) the average of the total compensation earned by our other NEOs (calculated based upon our Summary Compensation Table above); (iv) the average compensation “actually paid” to our other NEOs (calculated in accordance with Regulation S-K); (v) our total shareholder return (“TSR”); and (vi) our net income:

 

Year   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)
   Value of
Initial Fixed
$100
Investment
Based On:
TSR ($) (5)
   Net Income
($) (6)
 
2025   $393,421   $405,689   $265,643   $276,185   $251.41   $16,367,000 
2024   $363,868   $364,127   $242,476   $242,084   $138.35   $11,940,000 
2023   $375,698   $376,763   $239,392   $234,847   $116.39   $12,790,000 

 

((1) William W. Harrod was our PEO from January 1, 2023 through June 30, 2023, and Michael C. Frederick was our PEO from July 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.

 

(2)  2025   2024   2023 
Total Compensation as Reported in SCT  $393,421   $363,868   $375,698 
Fair value of equity awards granted during fiscal year   (15,240)   (11,370    (10,500)
Fair value of equity compensation granted in current year at year end   17,760    9,675    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   6,468    979    (3,600)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   3,280    975    (7,965)
Fair value of awards forfeited in current fiscal year determined at end of prior  fiscal year   -    -    - 
Compensation Actually Paid to PEO  $405,689   $364,127   $376,763 

 

((3) For 2023, our non-PEO NEOs consisted of Joseph Mahuron for the entirety of 2023, Michael C. Frederick from January 1, 2023 through June 30, 2023 and Joshua Stevens from April 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.

 

(4)  2025   2024   2023 
Total Compensation as Reported in SCT  $265,643   $242,476   $239,392 
Fair value of equity awards granted during fiscal year   (15,240)   (11,370)   (8,400)
Fair value of equity compensation granted in current year at year end   17,760    9,675    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   6,468    653    1,200 
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   1,554    650    2,655 
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year               
Average Compensation Actually Paid to Non-PEOs  $276,185   $242,084   $234,847 
(5) TSR value represents the Company’s cumulative TSR based on an initial $100 investment on December 31, 2022.
(6) Net Income is calculated in accordance with accounting principles generally accepted in the United States of America and reflects the amounts reported in the Company’s Annual Report on Form 10-K for the applicable year.

 

As discussed above in the Executive Compensation section of this Proxy Statement, the compensation payable to the PEO and Other NEOs consists primarily of base salary and incentive compensation in the form of performance awards as determined under the Bonus Plan. Incentive compensation under the Bonus Plan is largely determined by the pre-tax income performance of the Bank but there are provisions for the award of stock compensation if certain performance thresholds are met.

   
Named Executive Officers, Footnote (1)William W. Harrod was our PEO from January 1, 2023 through June 30, 2023, and Michael C. Frederick was our PEO from July 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.(3)For 2023, our non-PEO NEOs consisted of Joseph Mahuron for the entirety of 2023, Michael C. Frederick from January 1, 2023 through June 30, 2023 and Joshua Stevens from April 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.    
PEO Total Compensation Amount $ 393,421 $ 363,868 $ 375,698
PEO Actually Paid Compensation Amount $ 405,689 364,127 376,763
Adjustment To PEO Compensation, Footnote (1)William W. Harrod was our PEO from January 1, 2023 through June 30, 2023, and Michael C. Frederick was our PEO from July 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.
(2)  2025   2024   2023 
Total Compensation as Reported in SCT  $393,421   $363,868   $375,698 
Fair value of equity awards granted during fiscal year   (15,240)   (11,370    (10,500)
Fair value of equity compensation granted in current year at year end   17,760    9,675    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   6,468    979    (3,600)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   3,280    975    (7,965)
Fair value of awards forfeited in current fiscal year determined at end of prior  fiscal year   -    -    - 
Compensation Actually Paid to PEO  $405,689   $364,127   $376,763 
   
Non-PEO NEO Average Total Compensation Amount $ 265,643 242,476 239,392
Non-PEO NEO Average Compensation Actually Paid Amount $ 276,185 242,084 234,847
Adjustment to Non-PEO NEO Compensation Footnote
((3) For 2023, our non-PEO NEOs consisted of Joseph Mahuron for the entirety of 2023, Michael C. Frederick from January 1, 2023 through June 30, 2023 and Joshua Stevens from April 1, 2023 through December 31, 2023. Figures above have been prorated accordingly.
(4)  2025   2024   2023 
Total Compensation as Reported in SCT  $265,643   $242,476   $239,392 
Fair value of equity awards granted during fiscal year   (15,240)   (11,370)   (8,400)
Fair value of equity compensation granted in current year at year end   17,760    9,675    - 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year   6,468    653    1,200 
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year   1,554    650    2,655 
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year               
Average Compensation Actually Paid to Non-PEOs  $276,185   $242,084   $234,847 
   
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid to PEO and the Average of the Compensation Actually Paid to Other Non-PEO NEOs and the Company's Cumulative TSR. From fiscal year 2023 to fiscal year 2024, the compensation actually paid to the PEO decreased by 3.4% while the average of the compensation actually paid to the other Non-PEO NEOs increased by 3.1%. The Company’s TSR increased by 18.9% over the same period. From fiscal year 2024 to fiscal year 2025, the compensation actually paid to the PEO increased by 11.4% while the average of the compensation actually paid to the other Non-PEO NEOs increased by 14.1%. The Company’s TSR increased by 81.7% over the same period.

   
Compensation Actually Paid vs. Net Income

Relationship Between Compensation Actually Paid to PEO and the Average of the Compensation Actually Paid to Other Non-PEO NEOs and the Company's Net Income. From fiscal year 2023 to fiscal year 2024, the compensation actually paid to the PEO decreased by 3.4% while the average of the compensation actually paid to the other Non-PEO NEOs increased by 3.1%. The Company’s net income decreased by 6.6% over the same period. From fiscal year 2024 to fiscal year 2025, the compensation actually paid to the PEO increased by 18.9% while the average of the compensation actually paid to the other Non-PEO NEOs increased by 14.1%. The Company’s net income increased by 37.1% over the same period.

   
Total Shareholder Return Amount $ 251.41 138.35 116.39
Net Income (Loss) $ 16,367,000 11,940,000 12,790,000
PEO Name Michael C. Frederick    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (15,240) (11,370) (10,500)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 17,760 9,675
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 6,468 979 3,600
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,280 975 7,965
PEO | Equity Awards Adjustments Forfeited In Current Fiscal Year Determined End Of Prior Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (15,240) (11,370) (8,400)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 17,760 9,675
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 6,468 653 1,200
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 1,554 $ 650 $ 2,655