Pay vs Performance Disclosure, Table

Pay Versus Performance

The following table shows the total compensation from the Summary Compensation Table to compensation actually paid ("CAP") for the CEO and the average CAP paid to the other non-CEO named executive officers ("NEOs") during 2023. This

table also includes, for comparative purposes, the Company's total shareholder return ("TSR"), peer group TSR, and the Company's net income and asset quality ratio.


					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO (1)	Average Summary Compensation Table Total For Non-CEO NEOs	Average Compensation Actually Paid to Non-CEO NEOs (2)	Total Shareholder Return	Peer Group Total Shareholder Return	Net Income	Asset Quality Ratio
2023	$1,184,106	$1,177,603	$554,241	$554,737	$109.25	$100.08	$68,935,000	0.90%
2022	$1,552,237	$1,304,801	$671,237	$611,320	$97.90	$98.03	$72,952,000	0.90%
2021	$1,689,377	$1,975,540	$778,455	$859,394	$127.49	$113.59	$51,490,000	1.30%
2020	$1,011,661	$1,002,217	$489,992	$488,144	$98.21	$85.98	$45,270,000	2.09%

(1) The CEO, included in all years above, is Mr. Dively. To calculate the CEO CAP, the following amounts were deducted from and added to Summary Compensation Table total compensation. Since the Company did not report a change in pension value for the CEO for any years reflected in the Summary Compensation Table, a deduction for pension value is not needed. There were no awards that failed to meet the applicable vesting conditions or that were forfeited during 2023.


	Summary Compensation Table		Current Year Stock Awards		Prior Stock Awards
Year	Total Compensation	Stock Awards	Year End Fair Value of Awards Outstanding & Unvested	Vest Date Fair Value of Awards Granted & Vested in Current Year	Change in Fair Value of Awards Outstanding & Unvested	Change in Fair Value of Awards Vested in Current Year	Total Dividends Paid on Vested Awards	Compensation Actually Paid (CAP)
2023	$1,184,106	($287,456)	$210,248	$0	$26,832	$22,274	$21,599	$1,177,603
2022	$1,552,237	($427,960)	$333,632	$0	($92,834)	($76,529)	$16,256	$1,304,801
2021	$1,689,377	($357,136)	$445,016	$0	$142,437	$43,368	$12,478	$1,975,540
2020	$1,011,661	($179,192)	$175,032	$0	($8,270)	($5,940)	$8,926	$1,002,217

(2) The Non-CEO NEOs, included for each of the years above, are: Mr. Smith, Mr. Taylor, Mr. McRae and Mr. Beesley. To calculate the Non-CEO NEOs average CAP, the following amounts were deducted from and added to Summary Compensation Table total summary compensation. Since the Company did not report a change in pension value for any of the non-CEO NEOs for any years reflected in the Summary Compensation Table, a deduction for pension value is not needed. There were no awards that failed to meet the applicable vesting conditions or that were forfeited during 2023.


	Summary Compensation Table		Current Year Stock Awards		Prior Stock Awards
Year	Total Compensation	Stock Awards	Year End Fair Value of Awards Outstanding & Unvested	Vest Date Fair Value of Awards Granted & Vested in Current Year	Change in Fair Value of Awards Outstanding & Unvested	Change in Fair Value of Awards Vested in Current Year	Total Dividends Paid on Vested Awards	Compensation Actually Paid (CAP)
2023	$554,241	($76,010)	$57,189	$0	$7,311	$6,105	$5,901	$554,737
2022	$671,237	($113,163)	$88,220	$0	($20,089)	($19,317)	$4,432	$611,320
2021	$778,455	($107,313)	$128,391	$5,229	$39,382	$11,638	$3,612	$859,394
2020	$489,992	($49,536)	$46,283	$2,120	($1,988)	($1,329)	$2,603	$488,144

Company Selected Measure Name

Asset Quality Ratio

PEO Total Compensation Amount

$ 1,184,106

$ 1,552,237

$ 1,689,377

$ 1,011,661

PEO Actually Paid Compensation Amount

$ 1,177,603

1,304,801

1,975,540

1,002,217

Adjustment To PEO Compensation, Footnote

To calculate the CEO CAP, the following amounts were deducted from and added to Summary Compensation Table total compensation. Since the Company did not report a change in pension value for the CEO for any years reflected in the Summary Compensation Table, a deduction for pension value is not needed. There were no awards that failed to meet the applicable vesting conditions or that were forfeited during 2023.


	Summary Compensation Table		Current Year Stock Awards		Prior Stock Awards
Year	Total Compensation	Stock Awards	Year End Fair Value of Awards Outstanding & Unvested	Vest Date Fair Value of Awards Granted & Vested in Current Year	Change in Fair Value of Awards Outstanding & Unvested	Change in Fair Value of Awards Vested in Current Year	Total Dividends Paid on Vested Awards	Compensation Actually Paid (CAP)
2023	$1,184,106	($287,456)	$210,248	$0	$26,832	$22,274	$21,599	$1,177,603
2022	$1,552,237	($427,960)	$333,632	$0	($92,834)	($76,529)	$16,256	$1,304,801
2021	$1,689,377	($357,136)	$445,016	$0	$142,437	$43,368	$12,478	$1,975,540
2020	$1,011,661	($179,192)	$175,032	$0	($8,270)	($5,940)	$8,926	$1,002,217

Non-PEO NEO Average Total Compensation Amount

$ 554,241

671,237

778,455

489,992

Non-PEO NEO Average Compensation Actually Paid Amount

$ 554,737

611,320

859,394

488,144

Adjustment to Non-PEO NEO Compensation Footnote

The Non-CEO NEOs, included for each of the years above, are: Mr. Smith, Mr. Taylor, Mr. McRae and Mr. Beesley. To calculate the Non-CEO NEOs average CAP, the following amounts were deducted from and added to Summary Compensation Table total summary compensation. Since the Company did not report a change in pension value for any of the non-CEO NEOs for any years reflected in the Summary Compensation Table, a deduction for pension value is not needed. There were no awards that failed to meet the applicable vesting conditions or that were forfeited during 2023.


	Summary Compensation Table		Current Year Stock Awards		Prior Stock Awards
Year	Total Compensation	Stock Awards	Year End Fair Value of Awards Outstanding & Unvested	Vest Date Fair Value of Awards Granted & Vested in Current Year	Change in Fair Value of Awards Outstanding & Unvested	Change in Fair Value of Awards Vested in Current Year	Total Dividends Paid on Vested Awards	Compensation Actually Paid (CAP)
2023	$554,241	($76,010)	$57,189	$0	$7,311	$6,105	$5,901	$554,737
2022	$671,237	($113,163)	$88,220	$0	($20,089)	($19,317)	$4,432	$611,320
2021	$778,455	($107,313)	$128,391	$5,229	$39,382	$11,638	$3,612	$859,394
2020	$489,992	($49,536)	$46,283	$2,120	($1,988)	($1,329)	$2,603	$488,144

Compensation Actually Paid vs. Total Shareholder Return

The following charts illustrate the relationship between CEO and non-CEO NEO CAP and the Company's Total Shareholder Return ("TSR"), peer group TSR, the Company's net income and asset quality.

The CAP for the CEO and non-CEO NEOs is aligned with the Company's TSR. Annual objectives are set for the CEO and non-CEO NEOs with consideration given to general market and shareholder expectations for the Company's performance. Utilizing these objectives is intended to align with TSR. The CEO and non-CEO NEO CAP comparability to TSR is also impacted by the use of equity incentives which are awarded based on earnings performance compared to plan each year and the value will be more or less depending on the value of the Company's stock price. See Equity Compensation above, for additional description of these incentives.

Compensation Actually Paid vs. Net Income

The CAP varies from the Company's net income primarily due to the multiple components of CAP such as equity incentives, the value of which is tied to the stock price which does not always correlate to the Company's profitability. The annual cash incentive is determined by multiple components which have some correlation to net income but the correlation varies by component. The annual objectives are set for the CEO and non-CEO NEOs with consideration given to general market and shareholder expectations for the Company's performance. See Annual Cash Incentives above for a full description of these components.

Compensation Actually Paid vs. Company Selected Measure

The asset quality measure is a ratio of adversely classified assets divided by total loans. A lower ratio is positive and a higher ratio is negative. The utilization and monitoring of this ratio is important to understand the credit risk in the Company's loan portfolio. An increased migration of loans to adversely classified is an early sign of potential problem in the loans that could lead to elevated losses and vice versa. There are multiple components of CAP that can, in the aggregate, have a greater influence on the result than any one metric. However, maintaining a strong asset quality culture is an important strategic objective that is consistently discussed with shareholders of the Company. Beginning in 2022, a maximum level was added for asset quality achievement in the Company's incentive compensation plan. This CAP causes some variation in the relationship of CAP to asset quality because the actual level of asset quality illustrated above is lower than the maximum used in the incentive payment. Also, as stated above, due to multiple components of CAP, there is not a direct correlation to one metric.

Total Shareholder Return Vs Peer Group

The Peer TSR is based on the S&P U.S. BMI Banks-Midwest Region Index. The Company monitors its TSR against the Peer TSR on an ongoing basis to identify if its TSR performance is generally aligned or an outlier.

Tabular List, Table

Most Important Measures to Determine 2023 CAP

The four components listed below represent the most important metrics used to determine 2023 CAP for the CEO and all non-CEO NEOs. These measures are further described in the above Compensation Discussion and Analysis ("CD&A").

      * Net Income compared to Budgeted Net Income

     

      * Lines of Business Net Income

     

      * Asset Quality

     

      * Efficiency Ratio

     

Total Shareholder Return Amount

$ 109.25

97.9

127.49

98.21

Peer Group Total Shareholder Return Amount

100.08

98.03

113.59

85.98

Net Income (Loss)

$ 68,935,000

$ 72,952,000

$ 51,490,000

$ 45,270,000

Company Selected Measure Amount

0.009

0.013

0.0209

Measure:: 1

Net Income compared to Budgeted Net Income

Measure:: 2

Lines of Business Net Income

Measure:: 3

Asset Quality

Measure:: 4

PEO | Stock Awards [Member]

Efficiency Ratio

PEO | Year End Fair Value of Awards Outstanding and Unvested [Member]

$ (287,456)

$ (427,960)

$ (357,136)

$ (179,192)

PEO | Vest Date Fair Value of Awards Granted and Vested in Current Year [Member]

210,248

333,632

445,016

175,032

PEO | Change in Fair Value of Awards Outstanding and Unvested [Member]

PEO | Change in Fair Value of Awards Vested in Current Year [Member]

26,832

(92,834)

142,437

(8,270)

PEO | Dividends Paid on Vested Awards [Member]

22,274

(76,529)

43,368

(5,940)

Non-PEO NEO | Stock Awards [Member]

21,599

16,256

12,478

8,926

Non-PEO NEO | Year End Fair Value of Awards Outstanding and Unvested [Member]

76,010

(113,163)

(107,313)

(49,536)

Non-PEO NEO | Vest Date Fair Value of Awards Granted and Vested in Current Year [Member]

57,189

88,220

128,391

46,283

Non-PEO NEO | Change in Fair Value of Awards Outstanding and Unvested [Member]

5,229

2,120

Non-PEO NEO | Change in Fair Value of Awards Vested in Current Year [Member]

7,311

(20,089)

39,382

(1,988)

Non-PEO NEO | Dividends Paid on Vested Awards [Member]

6,105

(19,317)

11,638

(1,329)