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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

 

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, 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. The pay versus performance disclosure should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

 

 

Summary

   

 

   

Average

Summary

Compensation

   

Average

Compensation

   

Value of Initial

Fixed $100

Investment based

on:4

           

Diluted

 
Year  

Compensation

Table Total for

PEO1

($)

   

Compensation

Actually Paid

to PEO1,2,3

($)

   

Table Total

for Non-PEO

NEOs1

($)

   

Actually Paid

to Non-PEO

NEOs1,2,3

($)

   

TSR
($)

   

Peer

Group

TSR
($)

    Net Income
($ Millions)
   

Earnings

Per

Share5

($)

 

2024

    2,534,484       3,970,676       1,078,464       1,648,117       195.77       132.60       114.5     $ 3.89  

2023

    1,560,517       1,197,550       773,562       612,725       137.64       96.65       107.7     $ 3.67  

2022

    1,962,364       2,312,092       898,772       1,033,291       169.60       97.52       93.3     $ 3.21  

2021

    1,548,814       3,364,352       786,865       1,575,947       163.64       124.06       74.6     $ 2.97  

2020

    1,268,318       1,122,055       701,121       634,328       101.66       89.69       58.9     $ 2.59  

 

(1)

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

 

 

2020

2021

2022

2023

2024

Phillip S. Poindexter

Phillip S. Poindexter

Phillip S. Poindexter

Phillip S. Poindexter

Phillip S. Poindexter

T. Clay Stinnett

T. Clay Stinnett

T. Clay Stinnett

T. Clay Stinnett

T. Clay Stinnett

Kathy C. Thompson

Kathy C. Thompson

Kathy C. Thompson

Kathy C. Thompson

Michael V. Rehm

William M. Dishman III

William M. Dishman III

Michael V. Rehm

Michael V. Rehm

Shannon B. Budnick

 

(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 our PEO and non-PEO 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.

(4)

 

 

       
PEO Total Compensation Amount $ 2,534,484 $ 1,560,517 $ 1,962,364 $ 1,548,814 $ 1,268,318
PEO Actually Paid Compensation Amount $ 3,970,676 1,197,550 2,312,092 3,364,352 1,122,055
Adjustment To PEO Compensation, Footnote

Year

 

Summary

Compensation

Table Total for

PEO
($)

   

Exclusion of

Change in

Pension Value

for PEO
($)

   

Exclusion of

Stock Awards

and Option

Awards for

PEO
($)

   

Inclusion of

Pension Service

Cost for PEO
($)

   

Inclusion of

Equity Values

for PEO
($)

   

Compensation

Actually Paid to

PEO
($)

 

2024

    2,534,484       0       (658,700 )     0       2,094,892       3,970,676  

 

       
Non-PEO NEO Average Total Compensation Amount $ 1,078,464 773,562 898,772 786,865 701,121
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,648,117 612,725 1,033,291 1,575,947 634,328
Adjustment to Non-PEO NEO Compensation Footnote

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
($)

 

2024

    1,078,464       0       (268,317 )     0       837,970       1,648,117  

 

       
Equity Valuation Assumption Difference, Footnote

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

 

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO
($)

   

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO
($)

   

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO
($)

   

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO
($)

   

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO
($)

   

Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO
($)

   

Total - Inclusion of
Equity Values for PEO
($)

 

2024

    2,178,314       175,288       0       (258,710 )     0       0       2,094,892  

 

 

Year

 

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)

   

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($)

   

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($)

   

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($)

   

Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($)

   

Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($)

   

Total - Average Inclusion of
Equity Values for Non-PEO NEOs
($)

 

2024

    859,989       61,795       0       (83,814 )     0       0       837,970  

 

(5)

The Peer Group Total Shareholder Return (TSR) set forth in this table utilizes the KBW NASDAQ Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW NASDAQ Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(6)

We determined diluted earnings per share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2024.

 

 

       
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR and Peer Group 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, the Company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR for the KBW NASDAQ Bank Index over the same period.

 

i07.jpg

       
Compensation Actually Paid vs. Net Income

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

 

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 net income during the five most recently completed fiscal years.

 

i08.jpg

 

 

       
Compensation Actually Paid vs. Company Selected Measure

Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and 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 the Company’s Diluted Earnings Per Share during the five most recently completed fiscal years.

 

i09.jpg

       
Tabular List, Table

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 2024 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 30 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

Michael V. Rehm

Shannon B. Budnick

Diluted Earnings Per Share

 

Return on Average

Assets

Diluted Earnings Per Share

 

Return on Average

Assets

Diluted Earnings Per Share

 

Return on Average

Assets

Diluted Earnings Per Share

 

Return on Average

Assets

 

Loan Growth

Diluted Earnings Per Share

 

Return on Average

Assets

 

Net New Business*

 

Income Before Overhead Allocation and Taxes*

 

* Two of Ms. Budnicks financial measures, Net New Business and Income Before Overhead Allocation and Taxes, relate strictly to her line of business, Wealth Management and Trust.

 

 

       
Total Shareholder Return Amount $ 195.77 137.64 169.6 163.64 101.66
Peer Group Total Shareholder Return Amount 132.6 96.65 97.52 124.06 89.69
Net Income (Loss) $ 114,500,000 $ 107,700,000 $ 93,300,000 $ 74,600,000 $ 58,900,000
Company Selected Measure Amount 3.89 3.67 3.21 2.97 2.59
Measure:: 1          
Pay vs Performance Disclosure          
Name Diluted Earnings Per Share        
Measure:: 2          
Pay vs Performance Disclosure          
Name Return on Average Assets        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net New Business        
Measure:: 4          
Pay vs Performance Disclosure          
Name Income Before Overhead Allocation and Taxes        
Measure:: 5          
Pay vs Performance Disclosure          
Name Loan Growth        
Exclusion of Change in Pension Value PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
Exclusion of Stock Awards and Option Awards PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (658,700)        
Inclusion of Pension Service Cost PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Inclusion of Equity Values PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,094,892        
Average Exclusion of Change in Pension Value for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (268,317)        
Average Inclusion of Pension Service Cost for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Average Inclusion of Equity Values for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 837,970        
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,178,314        
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 175,288        
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (258,710)        
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included PEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 859,989        
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 61,795        
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (83,814)        
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0