Ralph W. Babb, Jr.

Salary

$1.32M

Board Justification

Our executive compensation programs are developed through a robust review process between management and the Board of Directors. The compensation programs are structured to align the interests of our executives with the interests of our shareholders, to attract, retain and motivate superior executive talent; to provide a competitive advantage within the banking industry; to create a framework that delivers pay commensurate with financial results over the short and long-term; and to reduce incentives for unnecessary and excessive risk-taking.

Bonus

$0.00

Board Justification

Mr. Babb was eligible for an incentive payment provided pursuant to the MIP which is payable in the year 2020 with respect to the performance period ended December 31, 2019; Mr. Babb was an active employee during 2019 and as such the Governance, Compensation and Nominating Committee awarded an incentive in accordance with the MIP.

Other

$630.76K

Board Justification

Includes the present value of Mr. Babb’s retiree medical benefits for him and his spouse, as provided for Mr. Babb in his Supplemental Pension and Retiree Medical Agreement.

Restricted Stock

$1.39M(19.36K RSAs)

Board Justification

On December 31, 2019 19,360 restricted shares were vested with a market price of $71.75 following Mr. Babb’s execution of a Restricted Covenants and General Release Agreement.

Performance Metrics

The performance metrics for the 2019 Annual Executive Incentive Program (AEI) measured earnings per share excluding non-performance items (EPS) and return on average assets excluding non-performance items (ROA) against pre-established performance goals.