XML 14 R2.htm IDEA: XBRL DOCUMENT v3.25.0.1
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

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 2024. 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

2024

 

$1,604,008

 

$1,788,476

 

$705,801

 

$751,171

 

$119.19

 

$122.10

 

$78,898,000

 

0.90%

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 table below reflects the amounts 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 2024.

 

 

 

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)

2024

 

$1,604,008

 

($402,000)

 

$486,024

 

$0

 

$16,222

 

$58,841

 

$25,381

 

$1,788,476

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 table below reflects amounts 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 2024.

 

 

 

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)

2024

 

$705,801

 

($106,363)

 

$128,594

 

$0

 

$4,356

 

$12,046

 

$6,736

 

$751,171

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 $ 1,604,008 $ 1,184,106 $ 1,552,237 $ 1,689,377 $ 1,011,661
PEO Actually Paid Compensation Amount $ 1,788,476 1,177,603 1,304,801 1,975,540 1,002,217
Adjustment To PEO Compensation, Footnote To calculate the CEO CAP, the table below reflects the amounts 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 2024.

 

 

 

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)

2024

 

$1,604,008

 

($402,000)

 

$486,024

 

$0

 

$16,222

 

$58,841

 

$25,381

 

$1,788,476

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 $ 705,801 554,241 671,237 778,455 489,992
Non-PEO NEO Average Compensation Actually Paid Amount $ 751,171 554,737 611,320 859,394 488,144
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 table below reflects amounts 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 2024.

 

 

 

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)

2024

 

$705,801

 

($106,363)

 

$128,594

 

$0

 

$4,356

 

$12,046

 

$6,736

 

$751,171

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.

 

img163285575_2.jpg

 

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

img163285575_3.jpg

 

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

img163285575_4.jpg

 

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

img163285575_5.jpg

 

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 2024 CAP

The four components listed below represent the most important metrics used to determine 2024 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 $ 119.19 109.25 97.9 127.49 98.21
Peer Group Total Shareholder Return Amount 122.1 100.08 98.03 113.59 85.98
Net Income (Loss) $ 78,898,000 $ 68,935,000 $ 72,952,000 $ 51,490,000 $ 45,270,000
Company Selected Measure Amount 0.009 0.009 0.009 0.013 0.0209
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Income compared to Budgeted Net Income        
Measure:: 2          
Pay vs Performance Disclosure          
Name Lines of Business Net Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Asset Quality        
Measure:: 4          
Pay vs Performance Disclosure          
Name Efficiency Ratio        
PEO | Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (402,000) $ (287,456) $ (427,960) $ (357,136) $ (179,192)
PEO | Year End Fair Value of Awards Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 486,024 210,248 333,632 445,016 175,032
PEO | Vest Date Fair Value of Awards Granted and Vested in Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value of Awards Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 16,222 26,832 (92,834) 142,437 (8,270)
PEO | Change in Fair Value of Awards Vested in Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 58,841 22,274 (76,529) 43,368 (5,940)
PEO | Dividends Paid on Vested Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 25,381 21,599 16,256 12,478 8,926
Non-PEO NEO | Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (106,363) (76,010) (113,163) (107,313) (49,536)
Non-PEO NEO | Year End Fair Value of Awards Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 128,594 57,189 88,220 128,391 46,283
Non-PEO NEO | Vest Date Fair Value of Awards Granted and Vested in Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 5,229 2,120
Non-PEO NEO | Change in Fair Value of Awards Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,356 7,311 (20,089) 39,382 (1,988)
Non-PEO NEO | Change in Fair Value of Awards Vested in Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,046 6,105 (19,317) 11,638 (1,329)
Non-PEO NEO | Dividends Paid on Vested Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 6,736 $ 5,901 $ 4,432 $ 3,612 $ 2,603