CEO Joseph Dively's total reported compensation of $2,109,337 is reasonable for a CEO of a $1 billion regional community bank, and the prior say-on-pay vote received overwhelming 97% shareholder support in 2023, signaling broad satisfaction with the program. Pay mix is appropriately weighted toward variable pay — base salary of $543,400 represents roughly 26% of total compensation, with the remainder in performance-tied cash bonuses and stock awards, well within the policy's requirement that fixed pay not exceed 40% of total. The incentive plan uses multiple quantifiable metrics (net income, asset quality, efficiency ratio, lines of business, and loan growth), performance exceeded targets in 2025, and the company maintains a meaningful clawback policy covering both restatements and executive misconduct.

Non-audit fees (audit-related fees of $45,903 plus other fees of $18,700, totaling $64,603) represent approximately 10% of audit fees of $622,250 — well below the 50% threshold that would raise independence concerns. Forvis Mazars has served since July 2005 (approximately 20 years), which is below the 25-year tenure trigger. No material financial restatements were disclosed. While Forvis Mazars is not a Big 4 firm, it is a large national firm considered adequate for a $1 billion community bank. All services were pre-approved by the audit committee.