Board Justification

The Company’s compensation philosophy seeks to attract and retain highly qualified executive officers by providing a mix of salary, incentives and benefits that appropriately motivate while also maximizing shareholder value. This is achieved by establishing meaningful performance goals that discourage risk-related behaviors and helping to ensure executive officers have comprehensive knowledge of their total compensation package.

Board Justification

The Compensation Committee awarded Mr. Griffiths an additional cash bonus of $50,000 in recognition of his exceptional leadership and performance in his first year as CEO of the Company during 2024. The decision was made in light of his target compensation being established prior to the announcement of the acquisition of Northway. Given Mr. Griffiths’ successful management of the major corporate transaction and his other notable accomplishments throughout the year, as further discussed in the “Executive Summary” on page 50, the Compensation Committee deemed the bonus essential to appropriately reward him for his additional responsibilities and outstanding performance.

Board Justification

401(k) matching contributions under the Company’s Retirement Savings Plan by the Company

Board Justification

Represents total performance shares vested and issued under the 2022 – 2024 LTIP at 40% of target, based on (1) a 50% weighting of actual three-year cumulative diluted EPS ratio achieving 0% of target and (2) a 50% weighting of relative core ROAE achieving 80% of target.