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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to certain individuals by the Corporation and certain financial performance of the Corporation. For further information concerning the Corporation’s pay-for-performance philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.


																			Value of Initial Fixed $100 Investment Based On:
Year	Summary compensation table total for PEO (Jackson) 1			Summary compensation table total for PEO (Clossin) 1			Compensation actually paid to PEO (Jackson) 2			Compensation actually paid to PEO (Clossin) 2			Average summary compensation table total for non-PEO named executive officers 3			Average compensation actually paid to non-PEO named executive officers 4			Total shareholder return 5			Peer group total shareholder return 6			Net income 7			Core Earnings per Share 8
(a)		(b)			(c)			(b)			(c)			(d)			(e)			(f)			(g)			(h)			(i)
2023		$	2,263,819		$	2,534,148		$	2,639,457		$	2,054,422		$	1,131,531		$	976,754		$	99.22		$	102.56		$	159,032		$	2.56
2022		$	-		$	3,033,062		$	-		$	3,523,605		$	1,287,725		$	1,419,787		$	111.34		$	110.80		$	192,113		$	3.04
2021		$	-		$	2,706,287		$	-		$	3,061,694		$	1,035,766		$	1,165,212		$	101.33		$	129.98		$	242,260		$	3.62
2020		$	-		$	2,162,733		$	-		$	2,016,979		$	826,553		$	745,122		$	83.55		$	92.90		$	122,044		$	1.88

This is from the Summary Compensation Table on page 39.

This column represents the amount of “compensation actually paid” to Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020, 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. Jackson during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jackson’s total compensation for 2023 and Mr. Clossin's total compensation for 2023, 2022, 2021 and 2020 to determine the “compensation actually paid”:


Year	Reported Summary Compensation Table Total for PEO(a)			Reported Summary Compensation Table Value of PEO Equity Awards (b)				Adjusted Value of Equity Awards(c)			Reported Change in the Actuarial Present Value of Pension Benefits			Pension Benefit Adjustments			Compensation Actually Paid to PEO

PEO (Jackson)
2023		$	2,263,819		$	(717,934	)		$	1,093,572		$	-		$	-		$	2,639,457
PEO (Clossin)
2023		$	2,534,148		$	(1,028,150	)		$	548,424		$	-		$	-		$	2,054,422
2022		$	3,033,062		$	(1,029,225	)		$	1,519,768		$	-		$	-		$	3,523,605
2021		$	2,706,287		$	(800,005	)		$	1,155,412		$	-		$	-		$	3,061,694
2020		$	2,162,733		$	(806,229	)		$	660,475		$	-		$	-		$	2,016,979

(a)

This column represents the amount of total compensation reported for Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020 in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement.

(b)

This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement.

(c)

This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Jackson to arrive at “compensation actually paid” to Mr. Jackson and Mr. Clossin for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the

Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. [The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.] The amounts added or subtracted to determine the adjusted amount are as follows:


Year	Year End Fair Value of Equity Awards Granted in the Year			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years				Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year			Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year			Adjusted Value of Equity Awards
PEO (Jackson)
2023		$	1,150,926		$	(70,125	)		$	-		$	-			$	-		$	12,770		$	1,093,572
PEO (Clossin)
2023		$	1,238,989		$	(363,532	)		$	-		$	(396,272	)		$	-		$	69,240		$	548,424

This column represents the average of the amounts reported for the Corporation’s named executive officers (NEOs) as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Weiss, Mr. Zatta, Mr. Pietranton and Mr. Perkins; (ii) for 2022, Mr. Weiss, Mr. Jackson, Mr. Zatta and Mr. Pietranton; (iii) for 2021, Mr. Young, Mr. Zatta, Mr. Pietranton and Mr. Perkins; and (iv) for 2020, Mr. Young, Mr. Zatta, Mr. Dargusch and Mr. Pietranton

This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) 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 NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) for each year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):


Year	Average Reported Summary Compensation Table Total for non-PEO(a)			Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b)				Average Non-PEO NEO Adjusted Value of Equity Awards(c)			Average Reported Change in the Actuarial Present Value of Pension Benefits(d)				Pension Benefit Adjustments(e)			Average Compensation Actually Paid to Non-PEO NEOs

2023		$	1,131,531		$	(389,379	)		$	243,704		$	(10,284	)		$	1,181		$	976,754
2022		$	1,287,725		$	(398,303	)		$	530,365		$	—			$	—		$	1,419,787
2021		$	1,035,766		$	(303,767	)		$	433,069		$	(3,117	)		$	3,261		$	1,165,212
2020		$	826,553		$	(298,922	)		$	244,275		$	(28,139	)		$	1,356		$	745,122

(a)

(b)

This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for the applicable year.

(c)

This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) in the “Stock Awards” and “Option Awards” columns in the Summary

Compensation Table in each applicable year determined using the same methodology described above in Note 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) to arrive at “compensation actually paid” to each NEO (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows:


Year	Average Year End Fair Value of Equity Awards Granted in the Year			Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years				Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year			Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year			Adjusted Average Value of Equity Awards
2023		$	471,532		$	(121,131	)		$	-		$	(121,879	)		$	-		$	15,182		$	243,704

(d)

The amounts included in this column are the average amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year for the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020). Please refer to the Summary Compensation Table of the Corporation’s Proxy Statement for the applicable year.

(e)

This column represents the average total pension benefit adjustments for each applicable year, which includes the aggregate of two components: (i) the average actuarially determined service cost for services rendered by the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) during the applicable year (the “Service Cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “Prior Service Cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:


Year	Service Cost			Prior Service Cost				Total Pension Benefit Adjustments

2023		$	1,210		$	(29	)		$	1,181
2022		$	-		$	-			$	-
2021		$	3,306		$	(45	)		$	3,261
2020		$	1,382		$	(27	)		$	1,356

This column represents cumulative Corporation total shareholder return (TSR). TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022 and 2020-2023), assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period.

This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: S&P Regional Banks Select Industry Index.

This column represents the amount of net income in thousands reflected in the Corporation’s audited financial statements for the applicable year.

The Corporation selected ratio is net income per common shareholders, excluding after-tax restructuring and merger-related expenses. This is a non-GAAP measure, and is disclosed in Form 10K for the year ended December 31, 2023.


Year	2023			2022			2021
Net income per common share – diluted (“EPS”)		$	2.51		$	3.02		$	3.53
Add: After-tax restructuring and merger-related expenses per common share - diluted (9)			0.05			0.02			0.09
Core EPS		$	2.56		$	3.04		$	3.62

Tax effected at 21% for all periods presented.

Company Selected Measure Name

Core EPS

Named Executive Officers, Footnote

The names of each of the NEOs (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Weiss, Mr. Zatta, Mr. Pietranton and Mr. Perkins; (ii) for 2022, Mr. Weiss, Mr. Jackson, Mr. Zatta and Mr. Pietranton; (iii) for 2021, Mr. Young, Mr. Zatta, Mr. Pietranton and Mr. Perkins; and (iv) for 2020, Mr. Young, Mr. Zatta, Mr. Dargusch and Mr. Pietranton

Peer Group Issuers, Footnote

S&P Regional Banks Select Industry Index

Adjustment To PEO Compensation, Footnote


Year	Reported Summary Compensation Table Total for PEO(a)			Reported Summary Compensation Table Value of PEO Equity Awards (b)				Adjusted Value of Equity Awards(c)			Reported Change in the Actuarial Present Value of Pension Benefits			Pension Benefit Adjustments			Compensation Actually Paid to PEO

PEO (Jackson)
2023		$	2,263,819		$	(717,934	)		$	1,093,572		$	-		$	-		$	2,639,457
PEO (Clossin)
2023		$	2,534,148		$	(1,028,150	)		$	548,424		$	-		$	-		$	2,054,422
2022		$	3,033,062		$	(1,029,225	)		$	1,519,768		$	-		$	-		$	3,523,605
2021		$	2,706,287		$	(800,005	)		$	1,155,412		$	-		$	-		$	3,061,694
2020		$	2,162,733		$	(806,229	)		$	660,475		$	-		$	-		$	2,016,979

(a)

(b)

(c)


Year	Year End Fair Value of Equity Awards Granted in the Year			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years				Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year			Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year			Adjusted Value of Equity Awards
PEO (Jackson)
2023		$	1,150,926		$	(70,125	)		$	-		$	-			$	-		$	12,770		$	1,093,572
PEO (Clossin)
2023		$	1,238,989		$	(363,532	)		$	-		$	(396,272	)		$	-		$	69,240		$	548,424

Non-PEO NEO Average Total Compensation Amount

$ 1,131,531

$ 1,287,725

$ 1,035,766

$ 826,553

Non-PEO NEO Average Compensation Actually Paid Amount

$ 976,754

1,419,787

1,165,212

745,122

Adjustment to Non-PEO NEO Compensation Footnote


Year	Average Reported Summary Compensation Table Total for non-PEO(a)			Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b)				Average Non-PEO NEO Adjusted Value of Equity Awards(c)			Average Reported Change in the Actuarial Present Value of Pension Benefits(d)				Pension Benefit Adjustments(e)			Average Compensation Actually Paid to Non-PEO NEOs

2023		$	1,131,531		$	(389,379	)		$	243,704		$	(10,284	)		$	1,181		$	976,754
2022		$	1,287,725		$	(398,303	)		$	530,365		$	—			$	—		$	1,419,787
2021		$	1,035,766		$	(303,767	)		$	433,069		$	(3,117	)		$	3,261		$	1,165,212
2020		$	826,553		$	(298,922	)		$	244,275		$	(28,139	)		$	1,356		$	745,122

(a)

(b)

(c)


Year	Average Year End Fair Value of Equity Awards Granted in the Year			Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years				Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year			Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year				Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year			Adjusted Average Value of Equity Awards
2023		$	471,532		$	(121,131	)		$	-		$	(121,879	)		$	-		$	15,182		$	243,704

(d)

(e)


Year	Service Cost			Prior Service Cost				Total Pension Benefit Adjustments

2023		$	1,210		$	(29	)		$	1,181
2022		$	-		$	-			$	-
2021		$	3,306		$	(45	)		$	3,261
2020		$	1,382		$	(27	)		$	1,356

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

The following table compares (i) the amount of compensation actually paid to Mr. Clossin, in 2023, 2022, 2021 and 2020 and Mr. Jackson in 2023, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) the Corporation’s cumulative TSR over the four years presented in the table.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

The following table compares (i) the amount of compensation actually paid to Mr. Clossin, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) the Corporation’s net income over the four years presented in the table.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Core EPS

The following table compares (i) the amount of compensation actually paid to Mr. Clossin, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) Core EPS over the four years presented in the table.

Total Shareholder Return Vs Peer Group

Cumulative TSR of the Corporation and Cumulative TSR of the Peer Group

The following table compares (i) the Corporation’s cumulative TSR over the four-year period presented in the table and the (ii) the cumulative TSR of the S&P Regional Banks Select Industry Index.

Tabular List, Table

Performance Measures

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Corporation’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Corporation uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Corporation to link executive compensation actually paid to the Corporation’s NEOs, as a matter of policy, to the Corporation’s performance are as follows:

•

Earnings Per Share

•

Return on Average Assets

•

Return on Average Common Equity

For 2023 however, the Committee did exercise discretion permitted under the terms of the Incentive Plan due primarily to the record rise in interest rates which had a material impact on these ratios.

Total Shareholder Return Amount

$ 99.22

111.34

101.33

83.55

Peer Group Total Shareholder Return Amount

102.56

110.8

129.98

92.9

Net Income (Loss)

$ 159,032

$ 192,113

$ 242,260

$ 122,044

Company Selected Measure Amount

2.56

3.04

3.62

1.88

Net Income Per Common Share Diluted | $ / shares

$ 2.51

$ 3.02

$ 3.53

After Tax Restructuring And Merger Related Expenses Per Common Share Diluted | $ / shares

$ 0.05

$ 0.02

$ 0.09

Tax

21.00%

Measure:: 1

Pay vs Performance Disclosure

Name

Earnings Per Share

Non-GAAP Measure Description


Year	2023			2022			2021
Net income per common share – diluted (“EPS”)		$	2.51		$	3.02		$	3.53
Add: After-tax restructuring and merger-related expenses per common share - diluted (9)			0.05			0.02			0.09
Core EPS		$	2.56		$	3.04		$	3.62