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Pay vs Performance Disclosure
Unit_pure in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
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 (“CAP”) for our principal executive officer (“PEO”) and our
non-PEO
named executive officers
(“Non-PEO
NEOs”) and certain financial performance of the Company. For further information concerning the Company’s
pay-for-performance
philosophy and how the Company aligns executive compensation with performance, refer to the Compensation Discussion and Analysis portion of this proxy statement.
 
Year
 
Summary
Compensation
Table Total
for PEO
(1)
   
Compensation
Actually Paid
to PEO
(2)
   
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
(3)
   
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
(4)
   
Value of Initial Fixed $100
Investment
Based On:
   
Net
Income
(millions)
(7)
   
Core Net
Income
(millions)
(8)
 
 
Total
Shareholder
Return
(5)
   
Peer Group
Total
Shareholder
Return
(6)
 
(a)
 
(b)
   
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(i)
 
2022
  $ 1,471,138     $ 1,137,486     $ 505,850     $ 450,071     $ 84     $ 84     $ 60.6     $ 64.0  
2021
  $ 1,528,022     $ 1,826,820     $ 525,658     $ 605,794     $ 144     $ 146     $ 51.8     $ 62.3  
2020
  $ 1,094,742     $ 816,225     $ 438,000     $ 329,226     $ 79     $ 95     $ 41.9     $ 45.5  
 
(1)
The amounts reported in column (b) are the amounts of total compensation reported for Mr. Helmick, our PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “
Executive Compensation and Other Information
– Summary Compensation Table.”
(2)
The amounts reported in column (c) represent the amount of CAP for Mr. Helmick as computed in accordance with Item 402(v) of Regulation
S-K.
Amounts do not reflect the actual amount of compensation earned by or paid to Mr. Helmick during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Mr. Helmick’s total compensation for each year to determine the CAP:
 
Year
  
Reported

Summary
Compensation
Table Total
for PEO
 
  
Reported

Value of Equity
Awards
(a)
 
  
Equity

Award
Adjustments
(b)
 
  
Compensation
Actually Paid
to PEO
 
2022
  
$
1,471,138
 
  
$
575,207
 
  
$
(333,652
 
$
1,137,486
 
2021
  
$
1,528,022
 
  
$
199,768
 
  
$
298,798
 
 
$
1,826,820
 
2020
  
$
1,094,742
 
  
$
188,914
 
  
$
(278,517
 
$
816,225
 
 
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
 
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable 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 awards in the applicable 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 applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
 
 
The amounts deducted or added in calculating the equity award adjustments are as follows:
 
Year
 
Year End Fair
Value of
Equity
Awards
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over
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
 
 
Total

Equity

Award

Adjustments
 
2022
  $ 462,571     $ (192,235     N/A     $ (28,781   $ 0       N/A     $ (333,652
2021
  $ 263,002     $ 224,020       N/A     $ 11,544     $ 0       N/A     $ 298,798  
2020
  $ 157,369     $ (131,995     N/A     $ (114,977   $ 0       N/A     $ (278,517
 
(3)
Amounts reported in column (d) represent the average of the amounts reported for the Company’s
Non-PEO
NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year.
(4)
Amounts reported in column (e) represent the average amount of CAP for the
Non-PEO
NEOs as a group 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
Non-PEO
NEOs as a group 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
Non-PEO
NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 2:
 
Year
  
Average

Reported Summary
Compensation Table
Total for Non-PEO NEOs
 
  
Average

Reported

Value of
Equity Awards
 
  
Average
Equity

Award
Adjustments
(a)
 
  
Average
Compensation
Actually Paid to
Non-PEO
NEOs
 
2022
   $ 505,850      $ 142,108      $ (55,779   $ 450,071  
2021
   $ 525,658      $ 83,035      $ 80,136     $ 605,794  
2020
   $ 438,000      $ 66,858      $ (108,775   $ 329,226  
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
Year
 
Average
Year End
Fair Value
of Equity
Awards
 
 
Year over
Year Average
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
 
 
Average
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
 
 
Year over
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
 
 
Total
Average

Equity

Award

Adjustments

 
2022
  $ 114,146     $ (22,858     N/A     $ (4,959   $ 0       N/A     $ (55,779
2021
  $ 103,806     $ 47,864       N/A     $ 2,658     $ 0       N/A     $ 80,136  
2020
  $ 55,694     $ (43,829     N/A     $ (64,272   $ 0       N/A     $ (108,775
 
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)
Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index, which is also included in the five year cumulative total return chart included in the Company’s 2022 Annual Report on Form
10-K:
Dow Jones U.S. MicroCap Banks Index.
 
(7)
Amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)
Core net income is defined as net income adjusted for certain
after-tax
items including acquisition related costs, litigation settlement income, litigation settlement legal expense, a charitable donation, and net losses on asset/security sales. While the Company uses numerous financial and
non-financial
performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Core Net Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year, to Company performance.
   
Company Selected Measure Name Core net income    
Named Executive Officers, Footnote [Text Block] Amounts reported in column (d) represent the average of the amounts reported for the Company’s
Non-PEO
NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year.
   
Peer Group Issuers, Footnote [Text Block]
Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index, which is also included in the five year cumulative total return chart included in the Company’s 2022 Annual Report on Form
10-K:
Dow Jones U.S. MicroCap Banks Index.
   
PEO Total Compensation Amount $ 1,471,138 $ 1,528,022 $ 1,094,742
PEO Actually Paid Compensation Amount $ 1,137,486 1,826,820 816,225
Adjustment To PEO Compensation, Footnote [Text Block]
(2)
The amounts reported in column (c) represent the amount of CAP for Mr. Helmick as computed in accordance with Item 402(v) of Regulation
S-K.
Amounts do not reflect the actual amount of compensation earned by or paid to Mr. Helmick during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Mr. Helmick’s total compensation for each year to determine the CAP:
 
Year
  
Reported

Summary
Compensation
Table Total
for PEO
 
  
Reported

Value of Equity
Awards
(a)
 
  
Equity

Award
Adjustments
(b)
 
  
Compensation
Actually Paid
to PEO
 
2022
  
$
1,471,138
 
  
$
575,207
 
  
$
(333,652
 
$
1,137,486
 
2021
  
$
1,528,022
 
  
$
199,768
 
  
$
298,798
 
 
$
1,826,820
 
2020
  
$
1,094,742
 
  
$
188,914
 
  
$
(278,517
 
$
816,225
 
 
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
 
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable 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 awards in the applicable 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 applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
 
 
The amounts deducted or added in calculating the equity award adjustments are as follows:
 
Year
 
Year End Fair
Value of
Equity
Awards
 
 
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
 
 
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
 
 
Year over
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
 
 
Total

Equity

Award

Adjustments
 
2022
  $ 462,571     $ (192,235     N/A     $ (28,781   $ 0       N/A     $ (333,652
2021
  $ 263,002     $ 224,020       N/A     $ 11,544     $ 0       N/A     $ 298,798  
2020
  $ 157,369     $ (131,995     N/A     $ (114,977   $ 0       N/A     $ (278,517
   
Non-PEO NEO Average Total Compensation Amount $ 505,850 525,658 438,000
Non-PEO NEO Average Compensation Actually Paid Amount $ 450,071 605,794 329,226
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(4)
Amounts reported in column (e) represent the average amount of CAP for the
Non-PEO
NEOs as a group 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
Non-PEO
NEOs as a group 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
Non-PEO
NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 2:
 
Year
  
Average

Reported Summary
Compensation Table
Total for Non-PEO NEOs
 
  
Average

Reported

Value of
Equity Awards
 
  
Average
Equity

Award
Adjustments
(a)
 
  
Average
Compensation
Actually Paid to
Non-PEO
NEOs
 
2022
   $ 505,850      $ 142,108      $ (55,779   $ 450,071  
2021
   $ 525,658      $ 83,035      $ 80,136     $ 605,794  
2020
   $ 438,000      $ 66,858      $ (108,775   $ 329,226  
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
Year
 
Average
Year End
Fair Value
of Equity
Awards
 
 
Year over
Year Average
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
 
 
Average
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
 
 
Year over
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
 
 
Total
Average

Equity

Award

Adjustments

 
2022
  $ 114,146     $ (22,858     N/A     $ (4,959   $ 0       N/A     $ (55,779
2021
  $ 103,806     $ 47,864       N/A     $ 2,658     $ 0       N/A     $ 80,136  
2020
  $ 55,694     $ (43,829     N/A     $ (64,272   $ 0       N/A     $ (108,775
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    
Compensation Actually Paid vs. Net Income [Text Block]    
Compensation Actually Paid vs. Company Selected Measure [Text Block]    
Tabular List [Table Text Block]
Financial Performance Measures
As described in greater detail in the Compensation Discussion and Analysis portion of this proxy statement, the Company’s executive compensation program embraces a
pay-for-performance
philosophy. The metrics used for both our long-term and short-term incentive awards are selected based on an overall objective of providing incentives to our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year are as follows:
 
   
Earnings per Share (adjusted) (EPS)
 
   
Return on Average Assets
 
   
Efficiency Ratio
   
Total Shareholder Return Amount $ 84 144 79
Peer Group Total Shareholder Return Amount 84 146 95
Net Income (Loss) $ 60,600,000 $ 51,800,000 $ 41,900,000
Company Selected Measure Amount 64.0 62.3 45.5
PEO Name Mr. Helmick    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Earnings per Share (adjusted) (EPS)    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Return on Average Assets    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Efficiency Ratio    
PEO [Member] | Total Net Adjustments For Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (333,652) $ 298,798 $ (278,517)
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 462,571 263,002 157,369
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (192,235) 224,020 (131,995)
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (28,781) 11,544 (114,977)
PEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 575,207 199,768 188,914
PEO [Member] | Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (333,652) 298,798 (278,517)
Non-PEO NEO [Member] | Total Net Adjustments For Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (55,779) 80,136 (108,775)
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 114,146 103,806 55,694
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (22,858) 47,864 (43,829)
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,959) 2,658 (64,272)
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 142,108 83,035 66,858
Non-PEO NEO [Member] | Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (55,779) $ 80,136 $ (108,775)