CEO total compensation of approximately $1.64 million is reasonable for a community bank CEO at a ~$734M market-cap company and does not appear to materially exceed benchmark levels for this title, sector, and size. The pay program is well-structured with roughly 57% of CEO total pay coming from variable, performance-linked components — annual cash incentives tied to EPS, pre-tax pre-provision income, and return on assets, plus long-term equity awards tied to relative return on equity and relative total shareholder return versus peers — comfortably meeting the 50-60% variable pay threshold. Prior year Say on Pay support exceeded 85%, well above the 70% threshold that would require visible changes; the company's clawback policy complies with Nasdaq and Dodd-Frank requirements. The one note of caution is that all NEOs received maximum (150%) payouts on both annual and subjective metrics in 2025, and the 3-year TSR ranked only at the 21st percentile of the peer group, resulting in zero payout on the TSR cash component — this partial misalignment is mitigated by the fact that the TSR metric functioned as intended (paying nothing for below-threshold relative TSR performance), demonstrating the program does respond to underperformance.

The proxy filing does not provide auditor fee dollar amounts in the extracted text supplied, so the non-audit fee ratio trigger cannot be confirmed; per policy, when fee data is unavailable we default to FOR. Auditor tenure is not disclosed in the supplied text, so the tenure trigger does not fire. No material restatements are indicated, and Crowe LLP is a large national firm appropriate for a sub-$1B community bank holding company.