Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

The table below shows the following information for the past five fiscal years: (i) “total” compensation for our named executive officers (“NEOs”) for purposes of the “Summary compensation table”; (ii) the “Compensation actually paid” to named executive officers (calculated using rules required by the SEC); (iii) our total shareholder return (“TSR”); (iv) the TSR of the S&P U.S. BMI Banks Index; (v) our net income; and (vi) our return on average tangible common equity. “Compensation actually paid” does not represent the value of cash and shares of the Company’s common stock received by named executive officers during the year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, “Compensation actually paid” amounts below differ from compensation actually received by the individuals.

Year	“Summary compensation table” total for CEO⁽¹⁾		Compensation actually paid to CEO⁽²⁾		Average “Summary compensation table” total for other NEOs⁽¹⁾		Average compensation actually paid to other NEOs⁽²⁾		Company TSR⁽³⁾	Peer group TSR⁽³⁾	Net income (in thousands)		Return on average tangible common equity⁽⁴⁾
2024	$	924,318	$	710,087	$	443,009	$	390,799	121.93	143.68	$	8.498	2.63	%
2023	$	927,073	$	894,021	$	517,313	$	490,183	110.97	107.32	$	27,380	10.30	%
2022	$	992,140	$	1,002,424	$	537,708	$	529,093	113.83	98.38	$	38,090	14.80	%
2021	$	1,009,089	$	1,201,076	$	587,389	$	622,866	112.19	118.61	$	43,519	12.94	%
2020	$	979,298	$	941,198	$	511,529	$	517,386	75.70	87.24	$	29,354	14.80	%

	⁽¹⁾	The CEO for each year reported was Craig W. Best. The other named executive officers, or NEOs, for each year reported were: Thomas P. Tulaney, Neal D. Koplin, Timothy H. Kirtley and John R. Anderson III.
	⁽²⁾	SEC rules require certain adjustments be made to the “Summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus performance table” above. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the CEO):

Year	Executive(s)	“Summary compensation table” total		Deduct change in pension value			Add pension services costs			Deduct stock awards			Add year- end value of unvested equity awards granted in year		Change in value of unvested equity awards granted in prior years			Change in value of equity awards granted in prior years which vested in year			Deduct value of equity awards granted in prior years that failed to vest			Add dividends
2024	CEO	$	924,318		–			–		$	(49,609	)	$	63,003	$	72,280		$	(5,273	)	$	(299,408	)	$	4,776
	Other NEOs	$	443,009	$	(26,637	)	$	(38,302	)	$	(21,843	)	$	27,740	$	31,760		$	(2,226	)	$	(24,788	)	$	2,086
2023	CEO	$	927,073	$	(6,996	)		–		$	(223,175	)	$	248,711	$	(14,394	)	$	(15,868	)	$	(24,883	)	$	3,553
	Other NEOs	$	517,313	$	(66,964	)	$	50,329		$	(96,684	)	$	107,737	$	(6,206	)	$	(6,569	)	$	(10,290	)	$	1,518
2022	CEO	$	992,140		–			–		$	(217,333	)	$	235,405	$	(4,312	)	$	(6,823	)		–		$	3,347
	Other NEOs	$	537,708	$	(60,394	)	$	47,076		$	(94,081	)	$	101,904	$	(1,778	)	$	(2,734	)		–		$	1,393
2021	CEO	$	1,009,089		–			–		$	(217,311	)	$	269,351	$	73,039		$	63,721			–		$	3,187
	Other NEOs	$	587,389	$	(111,305	)	$	70,743		$	(89,845	)	$	111,360	$	29,005		$	24,260			–		$	1,258
2020	CEO	$	979,298	$	(20,310	)		–		$	(207,701	)	$	237,686	$	(62,229	)	$	48,255		$	(36,604	)	$	2,802
	Other NEOs	$	511,529	$	(55,588	)	$	70,743		$	(82,707	)	$	94,647	$	(23,185	)	$	10,956		$	(10,007	)	$	998

	⁽³⁾	TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the S&P U.S. BMI Banks Index.
	⁽⁴⁾	Return on average tangible common equity (ROATCE), a non-GAAP measure, is equal to net income divided by the difference of average stockholders’ equity minus average intangible assets.

Company Selected Measure Name

Return on average tangible common equity

Named Executive Officers, Footnote

⁽¹⁾The CEO for each year reported was Craig W. Best. The other named executive officers, or NEOs, for each year reported were: Thomas P. Tulaney, Neal D. Koplin, Timothy H. Kirtley and John R. Anderson III.

Peer Group Issuers, Footnote

⁽³⁾TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the S&P U.S. BMI Banks Index.

PEO Total Compensation Amount

$ 924,318

$ 927,073

$ 992,140

$ 1,009,089

$ 979,298

PEO Actually Paid Compensation Amount

$ 710,087

894,021

1,002,424

1,201,076

941,198

Adjustment To PEO Compensation, Footnote

⁽²⁾SEC rules require certain adjustments be made to the “Summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus performance table” above. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the CEO):

Year	Executive(s)	“Summary compensation table” total		Deduct change in pension value			Add pension services costs			Deduct stock awards			Add year- end value of unvested equity awards granted in year		Change in value of unvested equity awards granted in prior years			Change in value of equity awards granted in prior years which vested in year			Deduct value of equity awards granted in prior years that failed to vest			Add dividends
2024	CEO	$	924,318		–			–		$	(49,609	)	$	63,003	$	72,280		$	(5,273	)	$	(299,408	)	$	4,776
	Other NEOs	$	443,009	$	(26,637	)	$	(38,302	)	$	(21,843	)	$	27,740	$	31,760		$	(2,226	)	$	(24,788	)	$	2,086
2023	CEO	$	927,073	$	(6,996	)		–		$	(223,175	)	$	248,711	$	(14,394	)	$	(15,868	)	$	(24,883	)	$	3,553
	Other NEOs	$	517,313	$	(66,964	)	$	50,329		$	(96,684	)	$	107,737	$	(6,206	)	$	(6,569	)	$	(10,290	)	$	1,518
2022	CEO	$	992,140		–			–		$	(217,333	)	$	235,405	$	(4,312	)	$	(6,823	)		–		$	3,347
	Other NEOs	$	537,708	$	(60,394	)	$	47,076		$	(94,081	)	$	101,904	$	(1,778	)	$	(2,734	)		–		$	1,393
2021	CEO	$	1,009,089		–			–		$	(217,311	)	$	269,351	$	73,039		$	63,721			–		$	3,187
	Other NEOs	$	587,389	$	(111,305	)	$	70,743		$	(89,845	)	$	111,360	$	29,005		$	24,260			–		$	1,258
2020	CEO	$	979,298	$	(20,310	)		–		$	(207,701	)	$	237,686	$	(62,229	)	$	48,255		$	(36,604	)	$	2,802
	Other NEOs	$	511,529	$	(55,588	)	$	70,743		$	(82,707	)	$	94,647	$	(23,185	)	$	10,956		$	(10,007	)	$	998

Non-PEO NEO Average Total Compensation Amount

$ 443,009

517,313

537,708

587,389

511,529

Non-PEO NEO Average Compensation Actually Paid Amount

$ 390,799

490,183

529,093

622,866

517,386

Adjustment to Non-PEO NEO Compensation Footnote

Year	Executive(s)	“Summary compensation table” total		Deduct change in pension value			Add pension services costs			Deduct stock awards			Add year- end value of unvested equity awards granted in year		Change in value of unvested equity awards granted in prior years			Change in value of equity awards granted in prior years which vested in year			Deduct value of equity awards granted in prior years that failed to vest			Add dividends
2024	CEO	$	924,318		–			–		$	(49,609	)	$	63,003	$	72,280		$	(5,273	)	$	(299,408	)	$	4,776
	Other NEOs	$	443,009	$	(26,637	)	$	(38,302	)	$	(21,843	)	$	27,740	$	31,760		$	(2,226	)	$	(24,788	)	$	2,086
2023	CEO	$	927,073	$	(6,996	)		–		$	(223,175	)	$	248,711	$	(14,394	)	$	(15,868	)	$	(24,883	)	$	3,553
	Other NEOs	$	517,313	$	(66,964	)	$	50,329		$	(96,684	)	$	107,737	$	(6,206	)	$	(6,569	)	$	(10,290	)	$	1,518
2022	CEO	$	992,140		–			–		$	(217,333	)	$	235,405	$	(4,312	)	$	(6,823	)		–		$	3,347
	Other NEOs	$	537,708	$	(60,394	)	$	47,076		$	(94,081	)	$	101,904	$	(1,778	)	$	(2,734	)		–		$	1,393
2021	CEO	$	1,009,089		–			–		$	(217,311	)	$	269,351	$	73,039		$	63,721			–		$	3,187
	Other NEOs	$	587,389	$	(111,305	)	$	70,743		$	(89,845	)	$	111,360	$	29,005		$	24,260			–		$	1,258
2020	CEO	$	979,298	$	(20,310	)		–		$	(207,701	)	$	237,686	$	(62,229	)	$	48,255		$	(36,604	)	$	2,802
	Other NEOs	$	511,529	$	(55,588	)	$	70,743		$	(82,707	)	$	94,647	$	(23,185	)	$	10,956		$	(10,007	)	$	998

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Company’s Most Important Financial Performance Measures

The following were the most important financial performance measures, as determined by the Company, that link compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year.

Earnings per share (EPS) growth	Asset growth
Revenue growth	Ratio of non-performing assets to average
Expense to asset ratio	loans plus other real estate owned
Loan growth	Ratio of net charge-offs to average loans
Deposit growth

Each of these financial performance measures has been used in our incentive programs to determine the level of payout. Due to the pendency of the FNCB merger during the first half of 2024, however, the committee did not set specific performance goals for 2024, but relied on the provisions of the Cash Incentive Plan which allow the committee to award cash bonuses at such times and in such amounts as determined by the committee in its discretion from time to time.

Total Shareholder Return Amount

$ 121.93

110.97

113.83

112.19

75.7

Peer Group Total Shareholder Return Amount

143.68

107.32

98.38

118.61

87.24

Net Income (Loss)

$ 8,498

$ 27,380,000

$ 38,090,000

$ 43,519,000

$ 29,354,000

Company Selected Measure Amount

2.63

10.3

14.8

12.94

14.8

PEO Name

Craig W. Best

Measure:: 1

Non-GAAP Measure Description

Earnings per share (EPS) growth

⁽⁴⁾Return on average tangible common equity (ROATCE), a non-GAAP measure, is equal to net income divided by the difference of average stockholders’ equity minus average intangible assets.

Measure:: 2

Revenue growth

Measure:: 3

Expense to asset ratio

Measure:: 4

Loan growth

Measure:: 5

Deposit growth

Measure:: 6

Asset growth

Measure:: 7

Ratio of non-performing assets to averageloans plus other real estate owned

Measure:: 8

PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

Ratio of net charge-offs to average loans

PEO | Aggregate Pension Adjustments Service Cost

$ (6,996)

$ (20,310)

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(49,609)

(223,175)

(217,333)

(217,311)

(207,701)

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

63,003

248,711

235,405

269,351

237,686

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

72,280

(14,394)

(4,312)

73,039

(62,229)

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(5,273)

(15,868)

(6,823)

63,721

48,255

PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

(299,408)

(24,883)

(36,604)

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

4,776

3,553

3,347

3,187

2,802

Non-PEO NEO | Aggregate Pension Adjustments Service Cost

(26,637)

(66,964)

(60,394)

(111,305)

(55,588)

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(38,302)

50,329

47,076

70,743

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(21,843)

(96,684)

(94,081)

(89,845)

(82,707)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

27,740

107,737

101,904

111,360

94,647

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

31,760

(6,206)

(1,778)

29,005

(23,185)

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(2,226)

(6,569)

(2,734)

24,260

10,956

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

(24,788)

(10,290)

(10,007)