In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

					Value of Initial Fixed $100 Investment based on:⁴
Year	Summary Compensation Table Total for James A. Hillebrand¹ ($)	Compensation Actually Paid to James A. Hillebrand¹˒²˒³ ($)	Average Summary Compensation Table Total for Non-PEO NEOs¹ ($)	Average Compensation Actually Paid to Non-PEO NEOs^1,2,3 ($)	TSR ($)	Peer Group TSR ($)	Net Income ($ Millions)	Adjusted Diluted Earnings Per Share⁵ ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2022	1,962,364	2,312,092	898,772	1,033,291	169.80	88.96	93.3	3.86
2021	1,548,814	3,364,352	786,865	1,575,947	163.84	116.64	74.6	3.79
2020	1,268,318	1,122,055	701,121	634,328	101.76	86.37	58.9	3.17

⁽¹⁾

James A. Hillebrand was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.

2020	2021	2022
Philip S. Poindexter	Philip S. Poindexter	Philip S. Poindexter
T. Clay Stinnett	T. Clay Stinnett	T. Clay Stinnett
Kathy C. Thompson	Kathy C. Thompson	Kathy C. Thompson
William M. Dishman III	William M. Dishman III	Michael V. Rehm

⁽²⁾

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.

⁽³⁾

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

PEO Actually Paid Compensation Amount

$ 2,312,092

3,364,352

1,122,055

Non-PEO NEO Average Total Compensation Amount

$ 898,772

786,865

701,121

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Exclusion of Change in Pension Value for Non-PEO NEOs ($)	Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)	Average Inclusion of Pension Service Cost for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	898,772	—	(173,373)	—	307,892	1,033,291
2021	786,865	—	(144,998)	—	934,080	1,575,947
2020	701,121	25,092	(145,022)	—	53,137	634,328

Ms. Thompson was the only NEO who had a pension benefit in 2020; however, the company did not incur any service cost that year related to her pension benefit.

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Relationship Between Compensation Actually Paid and Adjusted Diluted Earnings Per Share

The following chart sets forth the relationship between compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our Adjusted Diluted Earnings Per Share during the three most recently completed fiscal years.

*

Adjusted for one-time acquisition costs. This result represents a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

Tabular List [Table Text Block]

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and each of the non-PEO NEOs for 2022 to Company performance. The measures in this table are not ranked. We refer you to the section captioned “Compensation Discussion and Analysis” beginning on page 31 of this Proxy Statement for a discussion of each of these measures and how they are used in our executive compensation program.

James A. Hillebrand	Philip S. Poindexter	T. Clay Stinnett	Kathy C. Thompson	Michael V. Rehm
Adjusted Diluted Earnings Per Share	Adjusted Diluted Earnings Per Share	Adjusted Diluted Earnings Per Share	Adjusted Diluted Earnings Per Share	Adjusted Diluted Earnings Per Share

Return on Average Assets	Return on Average Assets	Return on Average Assets	Return on Average Assets	Return on Average Assets

			Net New Business* Income Before Overhead Allocation and Taxes*	Loan Growth

*

Two of Ms. Thompson’s financial measures, net new business and income before overhead allocation and taxes, relate strictly to her line of business, wealth management and trust.