PREMIER FINANCIAL BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date filed:
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(5) |
To transact such other business as may properly come before the meeting.
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(5) |
The transaction of such other business as may properly come before the Annual Meeting.
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NAME AND ADDRESS
OF BENEFICIAL OWNER
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NUMBER OF SHARES
BENEFICIALLY OWNED(1)
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PERCENTAGE OF
OUTSTANDING SHARES
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||||
Marshall T. Reynolds
P.O. Box 4040
Huntington, West Virginia 25729
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1,096,549
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7.5%
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||||
John Sheldon Clark (2)
505 Beachland Blvd
PMB 320
Vero Beach, Florida 32963
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1,044,098
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7.%1
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(1) |
The information contained in this column is based upon information furnished to the Company by the named individuals and the shareholder records of
the Company. Except where otherwise indicated, this column represents the number of shares beneficially owned, which includes shares as to which a person has sole or shared voting and/or investment power.
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(2) |
Mr. Clark reported direct ownership of 858,474 shares and reported another 185,624 shares in family trusts whereby Mr. Clark exercises discretionary
control but is not a principal beneficiary of the trusts.
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Nominee
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Age
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Principal Occupation or Employment(1)
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Director of
Company
Continuously
Since
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Toney K. Adkins
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69
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Retired, President and Chief Operating Officer, Champion Industries, Inc.
(commercial printing and office supplies). Prior to becoming President and Chief Operating Officer of Champion Industries in January 2005, Mr. Adkins served as its Vice President - Administration since 1996.
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7/12/91
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Mr. Adkins’ long-term experience as President and Chief
Operating Office of Champion Industries, Inc., a publicly traded company during his tenure, provides insight on operational issues and business management. Mr. Adkins is also a long-term director of one of the Company’s subsidiaries,
Citizens Deposit Bank & Trust, and provides direct oversight at the local level.
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Philip E. Cline
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86
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Business Consultant, July 1999 to
present; President, Alderson-Broaddus College – (Interim January 2011 to June 2011) and (Acting November 2010 to January 2011); President of River City Associates, Inc. and General Manager of Pullman Plaza Hotel (Formerly Radisson Hotel
Huntington) from 2001 to May 2010; President and Chief Executive Officer, Broughton Foods Company from November 1996 to June 1999; Executive
Vice Presi-dent (1995 to 1996), Vice President and Treasurer (1968 to 1995) of J. H. Fletcher & Co. (manufacturer of underground mining equipment); Director of Bank One West Virginia Corporation (formerly Key Centurion
Bancshares, Inc.) from 1983 to 2000.
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9/17/14
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Mr. Cline's financial and managerial background and experience complements the Board's strategic planning and operations management. In addition, Mr. Cline’s involvement as a member of the Marshall University Board of
Governors and as a board member of the Huntington YMCA provide insight into the local business and educational climate. Mr. Cline also serves as a
director of Premier Bank, providing direct oversight at the local level.
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Harry M. Hatfield
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71
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Attorney-at-law, Hatfield & Hatfield since 1973
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6/20/12
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Mr. Hatfield’s long experience as an attorney, including
former Chairman of the West Virginia State Bar Foundation and former West Virginia University College of Law planning committee member, provides insight to local lending as well as familiarity with the legal aspects of business. Mr.
Hatfield resides in the local community of one the Company’s subsidiaries, Premier Bank. He has served as Chairman of the Board of Premier Bank (and its predecessor Boone County Bank) since its formation by the Company in 1998, providing
direct oversight at the local level.
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Lloyd G. Jackson II
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65
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President and CEO, Jackson Management Company (a natural gas production and operations management company)
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6/20/12
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Mr. Jackson’s previous experience in the production of natural gas and
operation of natural gas properties provides insight into one of West Virginia’s primary industries. In addition, Mr. Jackson’s past and present involvement as a West Virginia Senator, as Chairperson of the Claude Worthington Benedum
Foundation, the largest charitable foundation serving West Virginia, and as director or trustee of the West Virginia Board of Education, the Clay Center for the Arts and Sciences of West Virginia, West Virginia Wesleyan College, Vision
Shared West Virginia and the Discover the Real West Virginia Foundation provide insight into the business and educational climate of the state. Mr. Jackson has served as a director of the Company’s Premier Bank subsidiary (and its
predecessor Boone County Bank) since its formation by the Company in 1998, providing direct oversight at the local level.
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Nominee
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Age
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Principal Occupation or Employment(1)
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Director of
Company
Continuously
Since
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Keith F. Molihan
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76
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Retired Executive Director, Ironton/Lawrence County Area Community Action
Organization
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9/14/99
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Mr. Molihan’s career in local community economic development
provides insight on lending decisions as well as business management. As an extension of his economic development activities, Mr. Molihan helped to organize Ohio River Bank, headquartered in the Ironton, Ohio where he resides, and
served as the bank’s only Chairman of the Board. Ohio River Bank became a subsidiary of the Company in March 1998 and was merged into Citizens Deposit Bank & Trust in August 2012. Mr. Molihan now serves as a director of Citizens
Deposit Bank & Trust, providing direct oversight at the local level.
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Marshall T. Reynolds
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82
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Chairman and Chief Executive Officer, Champion Industries, Inc. Mr. Reynolds
serves as the Company's Chairman of the Board. From 1985 to November 1993, Mr. Reynolds also served as Chairman of the Board of Directors of Bank One West Virginia, N.A. (and its predecessor, Key Centurion Bancshares, Inc.).
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1/19/96
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Mr. Reynolds is an entrepreneur in many industries in
addition to the financial services industry. He owns stock in many banks both regionally and nationally. His banking experience as well as his other industry experience provide unique insight in setting the Board’s agenda as well as
lending decisions, business management and expansion strategies for the Company. Mr. Reynolds serves as a director of one of the Company’s subsidiaries, Citizens Deposit Bank & Trust, providing direct oversight at the local level.
Mr. Reynolds also served as a director of another of the Company’s subsidiaries, Adams National Bank, until that bank was merged into Premier Bank on April 8, 2011.
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Neal W. Scaggs
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83
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President, Baisden Brothers, Inc.
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9/8/98
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Mr. Scaggs is a retired entrepreneur in the retail auto parts
industry. He has served and continues to serve on the Board of Directors of various publicly traded companies. His business acumen as well as his participation on the boards of other publicly traded companies provides insight on lending
decisions and business management. Mr. Scaggs resides in the local community of one the Company’s subsidiaries, Premier Bank, and served as a director of that bank through March 2011, providing direct oversight at the local level.
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Robert W. Walker
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72
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President and Chief Executive Officer of the Company. Prior to becoming the
President and Chief Executive Officer of the Company, Mr. Walker was President of Boone County Bank, Inc.(now Premier Bank) from September 1998 to October 2001. Prior to that, Mr. Walker was a regional president at Bank One West Virginia
N.A.
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10/17/01
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Mr. Walker has a 30+ year banking career in West Virginia.
He is a past Chairman of the West Virginia Bankers Association. He also serves as a director at both of the Company’s subsidiary banks. His broad banking experience and leadership skills provide lending insight as well as management
skills for the Company.
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Thomas W. Wright
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65
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Owner and Chairman, NexQuest, Inc. (management company)
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4/18/01
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Mr. Wright is a business entrepreneur in many industries
including restaurant ownership. He has also served as a director of other publicly traded companies. His business acumen as well as his participation on the boards of other publicly traded companies provides insight on staff management
and business management.
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(1) |
Except where otherwise indicated, this principal occupation or employment has continued during the past five years.
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Name of Beneficial Owner
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Common
Stock
Beneficially
Owned as of
3/31/2019(1)
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Exercisable
Options to
Acquire
Additional
Common
Stock as of
3/31/2019(2)
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Percentage
Of
Outstanding
Shares
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||||
Toney K. Adkins, Director
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16,209
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*
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Philip E. Cline, Director
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167,000
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1.1%
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|||||
Harry M. Hatfield, Director
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27,500
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*
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Lloyd G. Jackson, II, Director
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21,939
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*
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Keith F. Molihan, Director (3)
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9,267
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*
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Marshall T. Reynolds, Chairman of the Board (4)
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1,096,549
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7.5%
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Neal W. Scaggs, Director
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156,969
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1.1%
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Robert W. Walker, Director & Chief Executive Officer (5)
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124,894
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*
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Thomas W. Wright, Director
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15,690
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*
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Brien M. Chase, Chief Financial Officer
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29,000
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28,291
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*
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J. Mark Bias, Senior Vice President
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2,887
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7,626
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*
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Michael R. Mineer, Senior Vice President
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24,865
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59,876
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*
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Scot A. Kelley, Vice President, Credit Administration
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16,188
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3,806
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*
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Katrina Whitt, Vice President, Human Resources
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1,815
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26,885
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*
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All directors and executive officers as a group (14 in number)
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1,710,772
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126,484
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12.6%
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(1) |
The information contained in this column is based upon information furnished to the Company by the named individuals and the shareholder records of
the Company. Except where otherwise indicated, this column represents the number of shares beneficially owned, which includes shares as to which a person has sole or shared voting and/or investment power.
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(3) |
Includes 552 shares owned by spouse, with respect to which reporting person has no voting or investment power.
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(4) |
Includes 101,037 shares owned directly by spouse, with respect to which reporting person has no voting or investment power; 73,505 shares owned by
controlled organizations, and 132,398 jointly held with spouse. The total reported shares inlude 758,287 shares pledged as collateral.
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(5) |
Includes 12,936 shares owned by spouse, with respect to which reporting person has no voting or investment power.
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· |
Has reviewed and discussed the audited financial statements with management;
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· |
Has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public
Company Accounting Oversight Board and the Securities and Exchange Commission; and
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· |
Has received the written disclosures and the letter from the independent accountant required by applicable requirements of the
Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s
independence.
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Name
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Age
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Position
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Robert W. Walker
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72
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President and Chief Executive Officer
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Brien M. Chase
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54
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Senior Vice President and Chief Financial Officer
(Principal Accounting Officer)
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J. Mark Bias
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61
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Senior Vice President, Premier
(President, Premier Bank, Inc.)
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Michael R. Mineer
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52
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Senior Vice President, Premier
(President, Citizens Deposit Bank & Trust)
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Scot A. Kelley
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62
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Vice President, Credit Administration
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Katrina Whitt
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44
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Vice President, Human Resources
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Name and principal position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards (1)
($)
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All Other
Compensation
(2) (3)
($)
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Total
($)
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||||||||
Robert W. Walker
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2018
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350,000
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---
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118,620
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---
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7,590
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476,210
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||||||||
President and CEO
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2017
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350,000
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---
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124,200
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---
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12,128
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486,328
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||||||||
2016 |
350,000
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---
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104,335
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---
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12,422
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466,757
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|||||||||
J. Mark Bias
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2018
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210,550
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20,000
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---
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15,563
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22,588
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268,701
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||||||||
Senior Vice President and
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2017
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204,516
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18,000
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---
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11,600
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24,081
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258,197
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||||||||
President, Premier Bank, Inc.
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2016
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197,600
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7,500
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---
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3,498
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23,213
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231,811
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||||||||
Brien M. Chase
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2018
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177,400
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20,000
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---
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15,563
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11,797
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224,760
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||||||||
Senior Vice President
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2017
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172,224
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18,000
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---
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11,600
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8,253
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210,077
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||||||||
and CFO
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2016
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166,400
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23,000
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---
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5,830
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8,671
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203,901
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||||||||
Michael R. Mineer
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2018
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196,228
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20,000
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---
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15,563
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19,210
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251,001
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||||||||
Senior Vice President and
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2017
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190,523
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18,000
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---
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11,600
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18,077
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238,200
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||||||||
President, Citizens Deposit Bank
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2016
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184,100
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16,000
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---
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5,830
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13,787
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219,717
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||||||||
Scot A. Kelley
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2018
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120,000
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16,000
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---
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9,338
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6,792
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152,130
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||||||||
Vice President -
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2017
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102,500
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12,000
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---
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6,960
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5,936
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127,396
|
||||||||
Credit Administration
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2016
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97,450
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10,000
|
---
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3,323
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5,516
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116,289
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(1) |
The amounts reported in this column represent the number of options granted times the grant date fair value of stock options granted to each of the
named executive officers in accordance with FASB Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. More information about stock compensation
expense, including the assumptions used in the calculation of the fair value, is included in footnote 15 to our audited financial
statements for the fiscal year ended December 31, 2018 included in our Annual Report on Form 10-K filed with the Securities and Exchange
Commission. These amounts reflect the Company's accounting expense for these awards and do not necessarily correspond to the actual value that may be ultimately recognized by the named executive officers.
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(2) |
The Company provides automobiles to Mr. Walker, Mr. Bias and Mr. Mineer due to their extensive travel for business purposes. The Company's expense
for providing the vehicle for the executive's personal use along with all other perquisites does not exceed $10,000 and therefore is not included in this table.
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(3) |
All other compensation consists of the Company's matching contributions to the executive's 401k plan account and amounts paid by the Company for the
executive's participation in the Company’s benefit programs. The amounts presented for Mr. Walker include $7,538, $12,077 and $12,000 of matching contributions to his 401k plan account for 2018, 2017 and 2016, respectively. For Mr.
Bias, the amounts include $9,263, $8,937 and $8,215 of matchin6 contributions to his 401k plan account for 2018, 2017 and 2016, respectively. For Mr. Mineer, the amounts include $8,686, $8,378, and $8,040 of matching contributions to
his 401k plan account for 2018, 2017 and 2016, respectively.
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Name
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Grant Date
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All Other
Stock Awards:
Number of
Shares of
Stock or Units(3)
(#)
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All Other
Option Awards:
Number of
Securities
Underlying
Options(2)
(#)
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Exercise or Base
Price of Option
Awards(2)(3)
($/Sh)
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Grant Date
Fair Value
of Stock and
Option
Awards
($)
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Robert W. Walker
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Apr-25-2018
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7,500
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---
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15.82
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118,650
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J. Mark Bias
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Mar-21-2018
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n/a
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6,250
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15.12
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15,563
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Brien M. Chase
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Mar-21-2018
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n/a
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6,250
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15.12
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15,563
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Michael R. Mineer
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Mar-21-2018
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n/a
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6,250
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15.12
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15,563
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Scot A. Kelley
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Mar-21-2018
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n/a
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3,750
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15.12
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9,338
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(1) |
Options awarded in 2018 vest in three equal annual installments beginning on March 21, 2019. The exercise price of the options awarded in 2018 was
the closing price on March 21, 2018, the date of grant (see footnote 2 below). The $2.49 per share grant date fair value of each option awarded was determined in accordance with FASB Topic 718 as more fully described in
footnote 15 to Premier's December 31, 2018 Financial Statements.
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(2) |
On June 8, 2018, Premier issued a 5 for 4 stock split (1 share for every 4 shares owned on record date) to shareholders of record on June 4, 2018.
Pursuant to the anti-dilution provisions of the stock option plans, the number of options awarded has been increased by 25% and the exercise price of the options awarded has been decreased by 25% to reflect the 5 for 4 stock split.
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(3) |
On June 8, 2018, Premier issued a 5 for 4 stock split (1 share for every 4 shares owned on record date) to shareholders of record on June 4, 2018.
The shares awarded to Mr. Walker and the base price of the award have been adjusted in the table for comparative presentation purposes.
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Name
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Number of
Shares
Acquired on
Exercise
(#)
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Value
Realized
on Exercise
($)
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Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized
on Vesting
($)
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J. Mark Bias
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1,375
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8,764
|
n/a
|
n/a
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Brien M. Chase
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5,350
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54,627
|
n/a
|
n/a
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Scot A. Kelley
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3,862
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23,647
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n/a
|
n/a
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Name
|
Option Awards
|
|||||
Number of Securities Underlying Options
(#)
|
Number of
Securities
Underlying Unexercised
Options
(#)
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
Option
Exercise
Price
|
Option
Expiration
|
||
Exercisable
|
Unexercisable
|
(#)
|
($)
|
Date
|
||
Robert W. Walker
|
None
|
None
|
n/a
|
|||
J. Mark Bias
|
(2) |
-
|
6,250
|
n/a
|
15.1200
|
Mar-21-2028
|
|
(2) |
2,084
|
4,166
|
n/a
|
15.2080
|
Mar-15-2027
|
|
(1)(2) |
-
|
1,375
|
n/a
|
10.8364
|
Mar-16-2026
|
Brien M. Chase
|
(2) |
-
|
6,250
|
n/a
|
15.1200
|
Mar-21-2028
|
|
(2) |
2,084
|
4,166
|
n/a
|
15.2080
|
Mar-15-2027
|
|
(1)(2) |
4,584
|
2,291
|
n/a
|
10.8364
|
Mar-16-2026
|
|
(1)(2) |
6,325
|
-
|
n/a
|
10.7055
|
Mar-18-2025
|
|
(1)(2) |
6,875
|
-
|
n/a
|
10.4945
|
Mar-19-2024
|
|
(1)(2) |
1,965
|
-
|
n/a
|
8.2836
|
Mar-20-2023
|
Michael R. Mineer
|
(2) |
-
|
6,250
|
n/a
|
15.1200
|
Mar-21-2028
|
|
(2) |
2,084
|
4,166
|
n/a
|
15.2080
|
Mar-15-2027
|
|
(1)(2) |
4,584
|
2,291
|
n/a
|
10.8364
|
Mar-16-2026
|
|
(1)(2) |
6,875
|
-
|
n/a
|
10.7055
|
Mar-18-2025
|
|
(1)(2) |
6,875
|
-
|
n/a
|
10.4945
|
Mar-19-2024
|
|
(1)(2) |
6,875
|
-
|
n/a
|
8.2836
|
Mar-20-2023
|
|
(1)(2) |
11,000
|
-
|
n/a
|
5.4327
|
Mar-21-2022
|
|
(1)(2) |
11,000
|
-
|
n/a
|
5.0545
|
Mar-16-2021
|
|
(1)(2) |
4,125
|
-
|
n/a
|
6.4727
|
Mar-17-2020
|
Scot A. Kelley
|
-
|
3,750
|
n/a
|
15.1200
|
Mar-21-2028
|
|
|
(2) |
-
|
2,500
|
n/a
|
15.2080
|
Mar-15-2027
|
|
(1)(2) |
-
|
1,306
|
n/a
|
10.8364
|
Mar-16-2026
|
(1) |
On December 9, 2016, Premier paid a 10% stock dividend (1 share for every 10 shares owned on record date) to shareholders of record on December 2,
2016. Pursuant to the anti-dilution provisions of the stock option plans, the original number of options awarded has been increased by 10% and the original exercise price of the options awarded has been decreased by 10% to reflect the
10% stock dividend.
|
(2) |
On June 8, 2018, Premier issued a 5 for 4 stock split (1 share for every 4 shares owned on record date) to shareholders of record on June 4, 2018.
Pursuant to the anti-dilution provisions of the stock option plans, the number of options awarded has been increased by 25% and the exercise price of the options awarded has been decreased by 25% to reflect the 5 for 4 stock split.
|
(a)
|
The annual total compensation of our median employee was
$37,977, and
|
(b)
|
The annual total compensation of Mr. Walker, as reported in
the Summary Compensation Table on page 18 above, was $476,210.
|
(c)
|
The ratio of the annual total compensation of Mr. Walker to
the annual total compensation of our median employee was 12.54 to 1.
|
1.
|
We selected the October 12, 2018 pay period which included a total of 361 full-time and
part-time employees.
|
2.
|
For each of these employees, we ranked the total amount of salary, wages, overtime pay, and
cash bonuses from our payroll records on each employee from lowest to highest and identified the middle employee as the “median employee.”
|
3.
|
Once the median employee was identified, we calculated that employee’s annual total
compensation for 2018 in the same manner as required by Item 402(c)(2)(x) of Regulation S-K that we use to compute Mr. Walker’s annual total compensation in the table on page 18, resulting in annual total compensation of $37,977 for
this median employee.
|
4.
|
For the annual total compensation of Mr. Walker, we used the amount reported in the “Total”
column for the year 2018 included in the Summary Compensation Table on page 18.
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Option
Awards
($)
|
All Other
Compensation
($)
|
Total
($)
|
Toney K. Adkins
|
12,000
|
n/a
|
n/a
|
12,000
|
Philip E. Cline
|
12,000
|
n/a
|
n/a
|
12,000
|
Harry M. Hatfield
|
12,000
|
n/a
|
n/a
|
12,000
|
Lloyd G. Jackson II
|
12,000
|
n/a
|
n/a
|
12,000
|
Keith F. Molihan
|
12,000
|
n/a
|
n/a
|
12,000
|
Marshall T. Reynolds
|
12,000
|
n/a
|
n/a
|
12,000
|
Neal W. Scaggs
|
12,000
|
n/a
|
n/a
|
12,000
|
Robert W. Walker
|
(1)
|
n/a
|
n/a
|
0
|
Thomas W. Wright
|
12,000
|
n/a
|
n/a
|
12,000
|
(1) |
In accordance with Company policy, as an employee of the Company, Mr. Walker does not receive any director compensation.
|
Fiscal 2018
|
Fiscal 2017
|
||
$353,175
|
$278,500
|
Fiscal 2018
|
Fiscal 2017
|
||
$ 0
|
$ 0
|
Fiscal 2018
|
Fiscal 2017
|
||
$ 57,420
|
$ 52,700
|
Fiscal 2018
|
Fiscal 2017
|
||
$ 0
|
$ 0
|
·
|
attract
and retain qualified individuals of high integrity;
|
·
|
motivate them to achieve the goals set forth in the Company’s business plan
|
·
|
link executive and stockholder interests through incentive-based compensation
|
·
|
enhance the Company’s performance, measured by both short-term and long-term
achievements, and
|
·
|
discourage excessive risk taking on the part of named executive officers.
|
1. |
To lead the search for individuals qualified to become members of the board of directors and to select director nominees to be recommended to the
board for its approval and to be presented for shareholder approval at the annual meeting. The committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have
demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the shareholders. The committee will consider such
factors as it deems appropriate in evaluating individuals for board membership, including a consideration of the individual’s contribution to the diversity of the board. Factors that will be given weight in the consideration may
include diversity in business and professional experience, skills, gender, ethnic background, as well as experience and/or residence in the company’s market areas.
|
2. |
To review the board of directors' committee structure and to recommend to the board for its approval directors to serve as members of each
committee. The committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
|
3. |
To review on an annual basis director compensation and benefits.
|
·
|
Be directly responsible for the appointment, compensation, retention and oversight of the work
of the external auditors engaged by the Corporation (including resolution of disagreements between management of the Corporation and such auditors regarding financial reporting for the purpose of preparing or issuing an audit report or
performing other audit services). The external auditors shall report directly to the audit committee.
|
·
|
Serve as an independent and objective party to monitor the Corporation’s financial reporting
process and internal control system.
|
·
|
Review and appraise the audit efforts of the Corporation's independent accountants and internal
auditing department.
|
·
|
Provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditing department and the Board of Directors.
|
IV.
|
RESPONSIBILITIES AND DUTIES
|
1.
|
Review and update this Charter, at least annually, as conditions dictate.
|
2.
|
Review the organization’s annual financial statements and any reports of other financial
information submitted to any governmental body or the public, including any certification, report, opinion, or review rendered by the independent accountants.
|
3.
|
Review the regular internal audit reports to management prepared by the internal auditing
department and management’s responses to ensure appropriate corrective action.
|
4.
|
Review with financial management and the independent accountants the 10-Q prior to its filing
or prior to the release of earnings. The Chair of the Committee may represent the entire Committee for purposes of this review.
|
5.
|
Review and approve the annual audit plan for the parent company and the significant audit
findings tracking sheet.
|
6.
|
Ensure external and internal auditors have unrestricted access to information; records and
personnel to perform audit function.
|
7.
|
The Loan Review function at Premier and its affiliates will be supervised by the Internal Audit
Manager of Premier. The Internal Audit Manager is responsible for staffing of this function, the cross training of the staff for loan review, and to immediately inform the Premier Audit Committee should the Loan Review function require
additional support to complete its mission timely.
|
8.
|
The Audit Committee shall have the authority to conduct independent investigations as needed
using external or internal resources.
|
9.
|
The Audit Committee shall have sole discretion in approving all outsourced internal audits.
The Chair of the Committee may represent the entire Committee for these purposes.
|
10.
|
The Committee is directly responsible for the appointment, retention, compensation and
oversight of the external auditors. The external auditors, in their capacity as independent public accountants, shall be responsible to the board of directors and directly to the Audit Committee as representatives of the shareholders.
|
11.
|
On an annual basis, ensure receipt of a formal written statement from the external auditors
consistent with standards set by the Independence Standards Board. Additionally, the Committee shall discuss with the auditor relationships or services that may affect auditor objectivity or independence. If the Committee is not
satisfied with the auditor’s assurances of independence, it shall take or recommend to the full board appropriate action to ensure the independence of the external auditor.
|
12.
|
At least annually, review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances warrant.
|
13.
|
Periodically consult with the independent accountants in executive session about internal
controls and the fullness and accuracy of the organization’s financial statements.
|
14.
|
At least annually pre-approve all auditing services and non-auditing services provided by an
external auditor (and shall disclose to investors in periodic reports required by Section 13(a) of the Securities Exchange Act of 1934 any approved non-audit services).
|
15.
|
In consultation with the independent accountants and the internal auditors, review the
integrity of the organization’s financial reporting processes, both internal and external, and review any reports of the chief executive officer, chief financial officer or other officers disclosing (i) significant deficiencies in the
design or operation of internal controls which could adversely affect the company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees
who have a significant role in the company’s internal controls.
|
16.
|
Consider the independent accountants’ judgment about the quality and appropriateness of the
Corporation’s accounting principles as applied in its financial reporting.
|
17.
|
Consider and approve, if appropriate, major changes to the Corporation’s auditing and
accounting principles and practices as suggested by the independent accountants, management or the internal auditing department.
|
18.
|
Establish regular and separate systems of reporting to the Audit Committee by each of
management, the independent accountants and the internal auditors regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.
|
19.
|
Following completion of the annual audit, review separately with each of management, the
independent accountants and the internal auditing department any significant difficulties encountered during the course of the audit, including any restrictions of the scope or work or access to required information.
|
20.
|
Review any significant disagreement among management and the independent accountants or the
internal auditing department in connection with the preparation of the financial statements.
|
21.
|
Review with the independent accountants, the internal auditing department and management the
extent to which changes or improvements to financial or accounting practices, as approved by the Audit Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or
improvements, as decided by the Committee).
|
22.
|
Establish, review and update periodically a Code of Ethical conduct and ensure that management
has established a system to enforce this code.
|
23.
|
Review management’s monitoring of the Corporation’s compliance with the organization’s Ethical
Code, and ensures management has the proper review system in place to ensure Corporation’s financial statements, reports and other financial information disseminated to governmental organizations, and the public satisfy legal
requirements.
|
24.
|
Review activities, organizational structure, and qualifications of the internal audit
department.
|
25.
|
Review, with the organization’s counsel, legal compliance matters including corporate
securities trading policies.
|
26.
|
Review, with the organization’s counsel, any legal matter that could have a significant impact
on the organization’s financial statements.
|
27.
|
Establish procedures for:
|
(A) |
the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
|
(B) |
the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
|
28.
|
Perform any other activities consistent with this Charter, the Corporation’s By-laws and
governing law, as the Committee or the Board deem necessary or appropriate.
|
1. |
To assist the board in developing and evaluating potential candidates for executive positions and to oversee the development of executive succession plans.
|
2. |
To recommend to the board of directors for approval the chief executive officer's annual compensation, including salary, bonus, incentive and equity compensation.
The chief executive officer may not be present during the committee's deliberations or voting on his compensation.
|
3. |
To review and recommend to the board of directors for approval on an annual basis the evaluation process and compensation structure for the company's officers. The
committee shall evaluate the performance of the company's senior executive officers and shall recommend to the board of directors the annual compensation, including salary, bonus, incentive and equity compensation, for such senior
executive officers. The committee shall also provide oversight of management's decisions concerning the performance and compensation of other company officers.
|
4. |
To review the company's incentive compensation and other stock-based plans and recommend changes in such plans to the board as needed. The committee shall have and
shall exercise all the authority of the board of directors with respect to the administration of such plans.
|
5. |
To prepare and publish an annual executive compensation report in the company's proxy statement.
|
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
|
☒ |
Votes submitted electronically must be
received by 3:00 a.m., EDT, on
June 19, 2019.
|
|
|
Online
Go to www.investorvote.com/PFBI
or scan the QR code — login details are
located in the shaded bar below.
|
Phone
Call toll free 1-800-652-VOTE (8683) within
the USA, US territories and Canada
|
|
Save paper, time and money!
Sign up for electronic delivery at www.investorvote.com/PFBI
|
|
Annual Meeting Proxy Card
|
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
Proposals — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE
NOMINEES LISTED IN ITEM 1, A VOTE “FOR” ITEM 2,
A VOTE “FOR” ITEM 3, AND “1 YEAR” ON ITEM 4.
|
1. Election of Directors: |
For
|
Withhold
|
|
For
|
Withhold
|
|
For
|
Withhold |
||
01 - Toney K. Adkins
|
☐ | ☐ |
02 - Philip E. Cline
|
☐ | ☐ |
03 - Harry M. Hatfield
|
☐ | ☐ | ||
|
|
|
||||||||
04 - Lloyd G. Jackson II
|
☐ | ☐ |
05 - Keith F. Molihan
|
☐ | ☐ |
06 - Marshall T. Reynolds
|
☐ |
☐ | ||
|
|
|
||||||||
07 - Neal W. Scaggs
|
☐ | ☐ |
08 - Robert W. Walker
|
☐ | ☐ |
09 - Thomas W. Wright
|
☐ | ☐ |
For |
Against
|
Abstain
|
For
|
Against
|
Abstain
|
||
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
To ratify the appointment of Crowe LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019.
|
☐ | ☐ | ☐ |
3. ADVISORY (Non-Binding) PROPOSAL ON EXECUTIVE
COMPENSATION. To consider and approve the Company’s executive compensation in an advisory vote.
|
☐ | ☐ | ☐ |
1 Year
|
2 Years | 3 Years |
Abstain
|
|||||
4. ADVISORY (Non-Binding) PROPOSAL ON FREQUENCY OF SHARHOLDER VOTES ON
EXECUTIVE COMPENSATION.
To recommend, in an advisory vote, the frequency of shareholder votes
on executive compensation.
|
☐ | ☐ | ☐ | ☐ |
5. OTHER BUSINESS.
To transact such other matters as may properly be brought before the Annual Meeting or any
adjournment thereof. (The Board of Directors does not know of any such other matters).
|
|
Authorized Signatures — This section must be completed for your vote to be
counted. — Date and Sign Below
|
Date (mm/dd/yyyy) — Please print date below.
|
Signature 1 — Please keep signature within the box.
|
Signature 2 — Please keep signature within the box.
|
||||
/
|
/
|
Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.investorvote.com/PFBI
|
IF
VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
REVOCABLE PROXY — PREMIER FINANCIAL BANCORP, INC.
|
Non-Voting Items
|
|