UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

Premier Financial Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

601 Clinton Street, Defiance, Ohio 43512

419-785-8700

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

APRIL 25, 2023

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (“Annual Meeting”) of Premier Financial Corp. (“Premier”) will be held on April 25, 2023, at 1:30 p.m., Eastern Time. The Annual Meeting will be an entirely virtual meeting. That means you can attend the Annual Meeting online, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PFC2023. The Annual Meeting will be held for the following purposes, all of which are more completely set forth in the accompanying Proxy Statement:

To elect five (5) directors;

To consider and approve a non-binding advisory vote on Premier’s executive compensation;

To consider and vote on a proposal to ratify the appointment of Crowe LLP as the independent registered public accounting firm for Premier for the year 2023; and

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors of Premier has fixed February 28, 2023, as the voting record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or at any adjournment thereof. Only those shareholders of record as of the close of business on that date will be entitled to vote at the Annual Meeting or at any such adjournment.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON April 25, 2023

The Proxy Statement for the Annual Meeting of Shareholders and the 2022 Annual Report to Shareholders, which includes the Form 10-K for the year ended December 31, 2022, are both available by (1) visiting www.proxyvote.com, (2) calling 1-800-579-1639, or (3) sending an email to sendmaterial@proxyvote.com. If sending an email, please include your 16-Digit Control Number in the subject line. These materials may also be obtained upon written request to:

Premier Financial Corp., Shannon M. Kuhl, Corporate Secretary

275 West Federal Street, Youngstown, Ohio 44503

Your vote on these matters is important, regardless of the number of shares you own. In order to ensure that your shares are represented, I urge you to promptly execute and return the enclosed form of Proxy or submit your Proxy by telephone or Internet.

BY ORDER OF THE BOARD OF DIRECTORS

Donald P. Hileman

Executive Chair

Shannon M. Kuhl

Corporate Secretary

March 13, 2023 | Defiance, Ohio

TABLE OF CONTENTS

	Page
ANNUAL MEETING INFORMATION	2
GOVERNANCE AND SOCIAL MATTERS	6
SOCIAL	7
CORPORATE GOVERNANCE	8
Governance Highlights	8
Director Independence	9
Board Leadership Structure	10
Board Diversity	10
Assessing our Board and Director Effectiveness	10
Qualifications of Director Nominees and Nominating Procedures	11
Majority Vote Policy	12
Board’s Role of Risk Oversight	12
Board’s Role in Strategic Planning	12
Board Meetings	13
Director Onboarding and Board Education Guidelines	13
Communication with Directors	13
Corporate Governance Guidelines	13
Compensation-Related Governance	14
Board Committees	14
Related Person Transactions	17
PROPOSAL 1 –ELECTION OF DIRECTORS	18
COMPOSITION OF THE BOARD	18
NOMINATION OF DIRECTOR CANDIDATES	19
OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS	19
DIRECTOR COMPENSATION	26
EXECUTIVE OFFICERS	28
PROPOSAL 2 - NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION	29
EXECUTIVE COMPENSATION	30
COMPENSATION DISCUSSION AND ANALYSIS	30
2022 Performance Summary	30
Compensation Philosophy and Objectives	30
Executive Compensation Program Practices and Risk Management Perspectives	31
Risk Review and Assessment	31
Compensation Decision Making	32
Executive Compensation Components	34
2022 Executive Compensation Determinations	37
2023 Executive Compensation Determinations	40
Tax Implications	40
Compensation Related Governance and Policies	41
COMPENSATION COMMITTEE REPORT	42
SUMMARY COMPENSATION TABLE	42
2022 GRANTS OF AWARDS	44
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2022	45
OPTION EXERCISES AND STOCK VESTED IN 2022	45
NONQUALIFIED DEFERRED COMPENSATION	46
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	47
CEO PAY RATIO	56
PAY VERSUS PERFORMANCE	57

BENEFICIAL OWNERSHIP	60
Security Ownership of Certain Beneficial Owners	60
Beneficial Ownership of Management	60
Delinquent Section 16(A) Reports	61
PROPOSAL 3 - Ratification of the Appointment of Crowe LLP as Our Independent Registered Public Accounting Firm for 2023	62
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	62
AUDIT COMMITTEE REPORT	62
OTHER MATTERS	63
HOUSEHOLDING	63
SHAREHOLDER PROPOSALS	64
ANNUAL REPORTS AND FINANCIAL STATEMENTS	64

APPENDIX A	65
Non-GAAP Financial Measure Disclosure and Reconciliation	65

601 Clinton Street, Defiance, Ohio 43512

419-785-8700

PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS

April 25, 2023

This Proxy Statement is being furnished to shareholders of Premier Financial Corp. (“Premier,” “PFC,” the “Company,” “we,” “us,” or “our”). Our Board of Directors (the “Board”) is soliciting proxies to be used at our 2023 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on April 25, 2023, at 1:30 p.m., Eastern Time, and at any adjournment thereof, for the purposes set forth in the Notice of Annual Meeting of Shareholders.

The Proxy Statement and related materials were first made available to shareholders of Premier on or about March 13, 2023 and we expect to begin mailing these proxy materials to the shareholders of Premier on or about March 16, 2023.

IMPORTANT NOTICE REGARDING THE AVAILABILITY

OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING

TO BE HELD ON April 25, 2023

ANNUAL MEETING INFORMATION

What matters will be voted on at the Annual Meeting?

The Annual Meeting will be held for the following purposes and you are being asked to vote on:

The election of five (5) directors;

A non-binding advisory vote on Premier’s executive compensation to our named executive officers;

The ratification of the appointment of Crowe LLP as the independent registered public accounting firm for Premier for the year 2023; and

Any other business as may properly come before the Annual Meeting or any adjournment thereof.

Why did you receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

The SEC notice and access rule allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, on or around March 16, 2023 we sent to most of our shareholders, by mail or e-mail, a notice containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received only a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to on the notice at no charge. You should request materials before April 11, 2023 in order to reasonably expect to receive them prior to the Annual Meeting.

We provided some of our shareholders, including shareholders who have previously asked to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a notice that the materials are electronically available over the internet.

How to attend the Annual Meeting?

The Annual Meeting will be an entirely virtual meeting. That means you can attend the Annual Meeting online, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PFC2023. You do not need to attend the Annual Meeting to vote. Even if you plan to attend the Annual Meeting, please submit your vote in advance as instructed in this Proxy Statement.

A summary of the information you need to attend the Annual Meeting online is provided below:

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Any shareholder can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/PFC2023.

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Webcast starts at 1:30 p.m., Eastern Time.

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Shareholders may vote and submit questions while attending the Annual Meeting on the Internet.

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Please have your 16-Digit Control Number to enter the Annual Meeting.

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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/PFC2023.

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Questions regarding how to attend and participate via the Internet may be answered by calling 1-855-449-0991 on the day before the Annual Meeting or the day of the Annual Meeting.

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Webcast replay of the Annual Meeting will be available until April 26, 2024.

Who can vote at the Annual Meeting?

Only our shareholders of record at the close of business on February 28, 2023 (the “Voting Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. On the Voting Record Date, there were 35,691,955 common shares issued and outstanding. We have no other class of equity securities outstanding that are entitled to vote at the Annual Meeting. You are entitled to cast one vote for each share owned and there is no cumulative voting with respect to the election of directors. You do not need to attend the Annual Meeting to vote and can instead follow the instructions “How to vote your shares?” below.

What constitutes a quorum for the Annual Meeting?

The presence, either in person or by proxy, of at least a majority of our outstanding shares entitled to vote, or at least 17,845,988 common shares, is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted in determining the presence of a quorum.

How to vote your shares?

● Before The Meeting - Go to www.ProxyVote.com or scan the QR Barcode on your Proxy Card. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 24, 2023, unless you are voting shares held in Premier’s 401(k) Employee Savings Plan, in which case the deadline is 11:59 P.M. Eastern Time on April 21, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

● During The Meeting - Go to www.virtualshareholdermeeting.com/pfc2023

● You must have the 16-digit Control Number from your Notice of Internet Accessibility to register and vote online either before or during the Annual Meeting.

1-800-690-6903 - Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 24, 2023, or 11:59 P.M. Eastern Time on April 21, 2023 if your shares are held in the 401(k) Employee Savings Plan. Have your proxy card in hand when you call and then follow the instructions.

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 before 11:59 P.M. Eastern Time on April 24, 2023, or 11:59 P.M. Eastern Time on April 21, 2023 if your shares are held in the 401(k) Employee Savings Plan.

If your shares are registered differently and are in more than one account, you will receive more than one proxy card. Please follow the directions for voting on each of the proxy cards you receive to ensure that all of your shares are voted.

How to vote your shares if they are held in the name of a broker?

If your shares are held by your broker, you must vote your shares through your broker. You should receive a form from your broker asking how you want to vote your shares. Follow the instructions on that form to give voting instructions to your broker.

How to vote your shares if you hold them in Premier’s 401(k) Employee Savings Plan?

If you hold PFC shares in the Premier 401(k) Employee Savings Plan, you will receive a full set of materials and your proxy card will serve as your instructions to Fidelity Management Trust Company, the trustee of the 401(k) Employee Savings Plan, to vote your shares. We must receive your completed voting instructions before 11:59 P.M. Eastern Time on April 21, 2023 in order for Fidelity Management Trust Company to vote your shares.

How will your shares be voted if you vote by proxy?

Your proxy, if properly submitted and not revoked prior to its use, will be voted in accordance with the instructions you give. Properly submitted proxies that do not contain voting instructions and that are not “broker non-votes” will be voted:

FOR the director nominees identified in Proposal 1 herein;

FOR the approval of our executive compensation;

FOR the ratification of the appointment of Crowe LLP (“Crowe”) as our independent registered public accounting firm for 2023; and

In accordance with the best judgment of the persons appointed as proxies upon the transaction of such other business as may properly come before the Annual Meeting.

How to revoke your proxy?

You may revoke your proxy at any time before it is exercised by (1) filing written notice of revocation to be received prior to voting at the Annual Meeting with our Secretary, Shannon M. Kuhl, at 275 West Federal Street, Youngstown, Ohio 44503; (2) submitting a valid proxy bearing a later date that is received prior to voting at the Annual Meeting; or (3) attending the Annual Meeting online and giving notice of revocation to the Secretary prior to voting your shares at the Annual Meeting. Attending the Annual Meeting will not, by itself, revoke a previously given proxy.

The proxies we are soliciting will only be exercised at the Annual Meeting and any adjournment thereof and will not be used for any other meeting.

Who is soliciting your proxy?

Premier Financial Corp. will pay the costs of this proxy solicitation, including the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries who are record holders of shares not beneficially owned by them, for forwarding the proxy materials to, and obtaining proxies from, the beneficial owners of our shares entitled to vote at the Annual Meeting. In addition to solicitations by mail, our directors, officers and employees may solicit proxies personally or by telephone without additional compensation for such solicitations.

What proposals are being voted on and how many votes are required for each to be approved?

Proposal	Required Vote	Effect of Abstentions and Broker Non-Votes
Election of Directors	The five nominees for election as directors receiving the greatest number of votes “FOR” their election will be elected as directors.	Withheld votes will be counted for purposes of establishing a quorum but have no effect on election voting except under our Majority Vote Policy described below and on page 12. Broker non-votes have no effect on election voting.
Non-binding advisory vote on Premier’s executive compensation to our named executive officers	Affirmative vote of at least a majority of the votes cast by shareholders present, in person or by proxy, at the meeting.	Abstentions have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the proposal.
Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for Premier for the year 2023	Affirmative vote of at least a majority of the votes cast by shareholders present, in person or by proxy, at the meeting.	Abstentions have the same effect as a vote AGAINST the proposal. This is a routine proposal and there will not be any broker non-votes on the proposal.

Majority Vote Policy. Our Corporate Governance Guidelines provide that in the circumstance of an uncontested director election, which is the case for this year’s directors’ election, any director who does not receive a majority of votes cast in favor of their election must promptly tender a resignation to the Board. Upon recommendation of the Governance Committee, the Board will determine whether to accept the resignation.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH NOMINEE FOR DIRECTOR AND “FOR” BOTH PROPOSAL 2 AND PROPOSAL 3.

GOVERNANCE AND SOCIAL MATTERS: What Matters at Premier?

We view ourselves as a high-performing, community-focused financial institution dedicated to focusing on our customers, our employees and the communities we have served since the 1890s. We are built on a foundation of focusing on the fundamentals of sound banking practices and are strengthened by our Mission & Vision and Core Values initiatives described below.

Our Vision Statement encompasses our desire to be the partner of choice for all our stakeholders, be they customers, investors, employees, or the communities we serve. Our Core Values further address our commitment to our various stakeholders. Together these define our culture and the emphasis we place on building a work environment supportive of our commitment to many of the social and governance matters described below.

“Winning” for us rests on our ability to provide our products and services consistently and in compliance with all regulations and standards applicable to financial institutions of our size and the products and services we offer. To do this, we invest in our people, systems, and risk management program to create strong governance in all our dealings: from a simple deposit transaction to the functioning of our Board of Directors.

While environmental, social and governance matters have been of high importance to Premier for several years, in January 2022 we specifically tasked our Governance and Nominating Committee to oversee the management of our efforts in these areas, including our efforts toward promoting diversity, equity, and inclusion.

SOCIAL

Supporting Local Communities

In 2022, through Premier Bank, our wholly-owned banking subsidiary, and the Premier Bank Foundation, we donated $1.4 million to over 500 non-profit organizations in the communities we serve. Our employees have also participated in numerous volunteer service efforts providing their time and talents to their local communities. All employees receive paid volunteer time specifically for the purpose of volunteering their time in their respective communities. In 2022, our employees recorded over 6,900 hours of volunteer time, and we believe the actual time dedicated to such efforts to be even greater than such recorded amount.

Human Capital Management

Our tagline of “Powered by People” also serves as an indication of our commitment to our employees recognizing the value and importance they each play towards our success.

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Talent Acquisition - Our talent acquisition processes are designed to attract top talent in the financial services industry and to foster an inclusive, respectful, and rewarding workplace.

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Employee Retention and Engagement - All employees receive training on our Mission, Vision and Core Values. We are committed to fostering an environment that encourages diverse viewpoints, backgrounds, and experiences. With the support of our Board, we continue to explore additional diversity, equity, and inclusion efforts. We offer a comprehensive benefits package to our employees and have designed our benefits and compensation programs to attract, retain, motivate, and reward employees.

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Safety and Well-Being- Protecting our team members with good health, safety, and well-being practices is an integral part of our culture and is perhaps our most important human capital management asset. We provide robust health benefits, including medical, dental and vision, short- and long-term disability, and life insurance.

Diversity, Equity and Inclusion

We are committed to employing and retaining a highly diverse workforce. We are an Equal Employment Opportunity Employer that understands the importance of employing individuals with varied backgrounds. Beginning with the “tone from the top” and cascading throughout our organization, we expect our employees to understand the importance of diversity, equity and inclusion and how these considerations impact our ability to achieve a highly efficient and dynamic work environment. Our “tone from the top” starts with the diversity of our executive team depicted below.

We have implemented multiple programs and initiatives designed to increase diversity, equity and inclusion awareness, to build diverse teams, to encourage connections amongst all of our employees, and to support our commitment to recruiting and retaining a diverse workforce. We have also seen significant year over year improvements in the percent of minorities in our applicant pools and in our new employee ranks. Gender equity efforts have also encouraged year-over-year higher promotion rates for women compared to men and we actively manage gender pay gap disparities.

Environmental

We believe that the protection of the environment is an important part of our responsibility as a banking institution, and we are committed to doing our part to ensure a sustainable future. In 2022, we decided to use renewable electricity and carbon-neutral natural gas to power all of our locations. Additionally, we use LED bulbs for all lighting replacement in our facilities.

CORPORATE GOVERNANCE

Governance Highlights

We believe that sound principles of corporate governance are the hallmark of long-term growth and profitability. Our governance policies are designed to promote independent and diverse consideration of our business and risk management strategies, with the goal of achieving robust returns for our shareholders. More information about our corporate governance programs is available on our website at http://www.premierfincorp.com under the link “Governance Documents” where you can find copies of our Corporate Governance Guidelines, Code of Ethics, and the charters for our Board committees.

Size of Board	14
Number of Independent Directors	12
Number of Female Directors	3
Number of Ethnically Diverse Directors	2
Average Age of Directors	60 yrs, 10 mos
Average Tenure of Directors	7 yrs
Director Terms	3 yrs

Majority Voting Policy	Yes
Board Meetings Held in 2022	9
Number of Times Independent Directors Met without Management in 2022 (excluding regular executive sessions during Board meetings)	2
Number of executive sessions without management conducted during Board meetings	8
Separate Chair and CEO	Yes
Lead Independent Director	Yes
Annual Board Evaluations	Yes
Annual CEO Evaluation	Yes
Annual Chair Evaluation	Yes
Board Orientation and Continuing Education Program and Guidelines	Yes
Codes of Ethics for Directors, Officers and Employees	Yes
Board Level Risk Committee	Yes
Audit, Compensation and Governance & Nominating Committees – all independent directors	Yes
Annual Review of Corporate Governance Guidelines	Yes
Share Ownership Guidelines for Directors and Executive Officers	Yes
Robust Anti-Hedging and Pledging Policies	Yes
Strong Recoupment (“Clawback”) Policy	Yes

Director Independence

Our Corporate Governance Guidelines require that at least a majority of the members of the Board qualify as independent directors under applicable rules, including the independence standards of The Nasdaq Stock Market LLC (“Nasdaq”). Each year the Board, with the assistance of the Governance and Nominating Committee, assesses the independence of all directors and nominees with these standards and also in terms of whether these individuals have any relationships with the Company or others that could impact the exercise of their independent judgment. The Board has determined that the following directors, constituting a majority (12 of 14 directors) of the Board, are independent directors:

Marty E. Adams	John L. Bookmyer	Charles D. Niehaus
Zahid Afzal	Lee Burdman	Mark A. Robison
Louis M. Altman	Jean A. Hubbard	Richard J. Schiraldi
Terri A. Bettinger	Nikki R. Lanier	Samuel S. Strausbaugh

Directors Hileman and Small are not considered independent due to their current employment status with the Company.

Board Leadership Structure

In accordance with our Code of Regulations, the Board elects both our Chair of the Board (sometimes referred to as the “Chair”) and our Chief Executive Officer (sometimes referred to as the “CEO”), and these positions are to be separate and held by different individuals. In the event the Chair is not an independent director, our Corporate Governance Guidelines require that a “Lead Independent Director” be designated.

Mr. Hileman was appointed Executive Chair of the Board effective April 1, 2021. Mr. Schiraldi currently serves as Vice Chair of the Board and Lead Independent Director, and is an ex-officio member of every Board committee of which he is not assigned as a member. In this ex-officio capacity, Mr. Schiraldi is eligible to vote on matters at the committee meetings he attends, although he is not included for purposes of determining whether a quorum of the committee members is present.

Board Diversity

The Board believes its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skills and experience that are relevant to the role of the Board and the needs of our business, as well as diversity with respect to gender and ethnicity. Although the Governance and Nominating Committee does not have a formal diversity policy in place, it seeks to promote a diverse set of viewpoints and business experience in the Board’s membership.

On August 6, 2021, the SEC approved amendments to the Nasdaq listing rules related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each Nasdaq-listed company, subject to certain exceptions, to (1) have at least one director who self-identifies as female, and (2) have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaskan Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) explain why the company does not have at least two directors on its board who self-identify in the categories listed above. While full compliance with the Diverse Board Representation Rule does not take effect until 2025, we currently satisfy this rule with three female directors, one director who self-identifies as Asian, and one director who self-identifies as Black or African American. Information concerning each director’s self-identified gender, race, and self-identification as LGBTQ+ is provided in the section entitled “Our Director Nominees and Continuing Directors” on page 19.

Assessing our Board and Director Effectiveness

Our Board and its committees regularly evaluate and discuss the performance and effectiveness of the Board and each committee. In addition, our Board performs individual and peer evaluations from time to time to delineate the skills of each director and provide directors with a confidential forum to assess and provide candid feedback regarding their own performance and the performance of fellow directors. The Board and its committees use the results of these evaluations to identify opportunities to enhance performance. These assessments and evaluations are also considered by the Governance and Nominating Committee when considering the qualifications of nominees, including incumbent nominees.

Qualifications of Director Nominees and Nominating Procedures

The Governance and Nominating Committee is tasked with evaluating nominees for election, including incumbent directors seeking reelection, and recommending nominees to the Board which in turn recommends the nominees for approval by our shareholders or appoints the nominee to the Board when a vacancy exists. In conducting its evaluation, the Governance and Nominating Committee reviews the composition of the Board to assure that the appropriate knowledge, skills and experience are represented. The Committee considers whether a nominee meets applicable independence standards, possesses high personal and professional ethics and integrity, has the ability to devote sufficient time to fulfilling the duties of a director, is able to read and understand basic financial statements, and will contribute diverse viewpoints and experience to the Board. Additional factors considered may include the individual’s overall experience in business and education and the individual’s particular skills, attributes or other factors considered relevant to the Company’s business or necessary or appropriate for our corporate governance needs (e.g., the need for a “financial expert” for service on the Audit Committee). In evaluating an incumbent director whose term of office is set to expire, the Committee also reviews the individual’s overall service to the Company, their attendance and participation at Board meetings, and the quality of their performance may also be considered. No one individual criteria or factor is given particular weight or precedence in evaluating nominees. The Committee retains the right to modify these minimum qualifications from time to time as circumstances dictate. The Committee will comply with all applicable rules, including Nasdaq listing rules and the rules of the U.S. Securities and Exchange Commission (“SEC”), when considering nominations for the Board. Nominees proposed by our shareholders are evaluated in the same manner as nominees proposed by the Board and the same as incumbent directors seeking reelection.

In addition to the stated process and criteria for evaluating nominees for director positions, there are certain obligations resulting from the merger of United Community Financial Corp. (“UCFC”) into Premier in January 2020 (the “Merger”) that will continue until April 1, 2023. Pursuant to the Merger Agreement, Premier’s Code of Regulations was amended and restated to provide that the Board would consist of 13 directors: (1) Mr. Hileman, Mr. Bookmyer, and five other persons who served as directors of Premier or Premier Bank immediately prior to the Merger (the “Premier related directors”) and (2) Mr. Small, Mr. Schiraldi, and four other persons who served as directors of UCFC or Home Savings Bank immediately prior to the Merger (the “UCFC related directors”). If, prior to April 1, 2023, any of the initial Premier related directors or UCFC related directors ceases to serve as a director for any reason or does not stand for reelection, the vacancy will be filled by the Board with an individual selected by the UCFC related directors (if such director was a UCFC related director) or the Premier related directors (if such director was a Premier related director) in good faith in a manner intended to preserve the principles of representation agreed upon in the Merger, provided that such individual is reasonably agreeable to the Governance and Nominating Committee in accordance with the good faith execution of its duties.

Our Governance and Nominating Committee engages in searches for new directors to fill vacancies or to round out the experience and viewpoints on the Board. Our shareholders may also make nominations for candidates for director to the Governance and Nominating Committee, provided that notice of such nomination is given in writing to our Secretary not less than 60 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. The shareholder making the nomination must promptly provide any information reasonably requested by the Governance and Nominating Committee.

No director nominations were received from shareholders for the election of directors at the Annual Meeting.

Majority Vote Policy

A plurality of votes cast is required for the election of directors. However, under revisions to our Corporate Governance Guidelines adopted by the Board in July 2022, any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, will tender his or her resignation to the Board promptly following the certification of the election results. An election will be deemed “uncontested” if the number of nominees for director does not exceed the number of directors to be elected.

The Board, acting on the recommendation of the Governance and Nominating Committee, will decide whether to accept or reject the tendered resignation within 90 days of the certification of the election results. The Governance and Nominating Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers relevant. The Board will promptly, publicly disclose its decision whether to accept or reject the tendered resignation and, if rejected, will include an explanation of the Board’s reasons for its rejection of the resignation.

Any director who tenders his or her resignation pursuant to this policy will not participate in the Governance and Nominating Committee’s recommendation or in the Board action regarding the resignation. However, if a majority of the members of the Governance and Nominating Committee are required to tender resignations in accordance with the majority vote policy, then the independent directors on the Governance and Nominating Committee who are not required to tender resignations will consider the resignations. If a director’s tendered resignation is rejected by the Board, the director will continue to serve for the remainder of his or her term and until his or her successor is duly elected and qualified.

Board’s Role of Risk Oversight

The Board’s function of overseeing risk is handled primarily by the Board’s Risk Committee. The Chief Risk Officer works with management as well as internal and external auditors to determine and evaluate significant risks that we may be taking and communicates those findings directly to the Risk Committee. The Risk Committee provides oversight related to identifying, quantifying, minimizing and managing our risks. The Risk Committee believes that by involving both management and auditors in this important process, it is best able to perform its oversight function. The Company, typically in conjunction with Premier Bank, also has the following standing management-level committees: Enterprise Risk Management, Operational Risk, Compliance, Information Security, Asset Liability, Loan, Special Assets, CRA & Fair Lending, and Change Advisory that meet regularly to provide governance structure and input into our risk management process. These committees provide information and support to the Risk Committee.

Board’s Role in Strategic Planning

Our Board has the legal responsibility for overseeing our affairs and, thus, an obligation to keep informed about our business and strategies. This involvement enables the Board to provide guidance to management in formulating and developing plans and to exercise independently its decision-making authority on matters of importance to us. Acting as a full Board and through its standing committees, the Board is fully involved in our strategic planning process.

Each year, typically in September, senior management and the Board hold an extended meeting to focus on corporate strategy. This session involves presentations from management and input from the directors regarding the assumptions, priorities and strategies that will form the basis for management’s operating plan and strategy for the coming year. At subsequent meetings, the Board continues to review our progress against the strategic plan and to exercise oversight and decision-making authority regarding strategic areas of importance and revise the strategic plan, as necessary. The role the Board plays is inextricably linked to the development and review of our strategic plan. Through these procedures, the Board, consistent with good corporate governance practices, encourages our long-term success by exercising sound and independent business judgment on the strategic issues that are important to our business.

Board Meetings

Our Board holds regular meetings each quarter, while Premier Bank’s Board of Directors meets twice each quarter. Special meetings of the boards are held from time to time, as needed. There were nine meetings of the Board held during 2022. The independent directors of Premier also met twice in 2022, in addition to the full Board meetings and regular executive sessions of the Board. All of our directors attended at least 75% of the total number of meetings of the full Board. All directors that serve on a committee of the Board attended at least 75% of the total number of meetings of each such committee.

Neither the Board nor the Corporate Governance Committee has implemented a formal policy regarding director attendance at our annual shareholder meetings.

Non-management directors met eight times in executive session in 2022 in addition to the two independent director meetings described above.

Director Onboarding and Board Education Guidelines

Premier provides robust onboarding for new directors and ongoing education and training opportunities for all Board members on matters to support the effectiveness of our directors in their responsibilities. Training topics have included director fiduciary duties, analyst perspectives on the financial industry, cybersecurity, digital product developments in the industry, and regulatory compliance items. Additionally, all Board members are expected to participate in relevant external director education opportunities at least once every three years.

Communication with Directors

Any shareholder wishing to do so may write to the Board at our principal business address—601 Clinton St., Defiance, Ohio 43512. Any shareholder communication so addressed will be delivered unopened to the director or a member of the group of directors to whom it is addressed, or to the Chair if addressed to the “Board.”

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines as a framework to assist the Board in exercising its responsibilities. These Guidelines address expectations of the Board in performing its duties and reflect its ongoing efforts to enhance its effectiveness and corporate governance. These Guidelines will be periodically reviewed and modified as deemed appropriate by the Board. The Guidelines can be found on the Company’s website at www.premierfincorp.com.

Compensation-Related Governance

Information concerning additional governance policies and procedures relating to our compensation of executive officers, including our share ownership guidelines, anti-hedging policy and clawback policy, may be found in the section titled “Compensation Related Governance and Policies” beginning on page 41.

Board Committees

The Board has five standing committees: Audit, Compensation, Governance and Nominating, Risk, and Executive. Charters for each of these committees, with the exception of the Executive Committee, are posted on our website at www.premierfincorp.com. Each committee reviews and assesses its charter each year, with the Governance and Nominating Committee reviewing all committee charters before recommending them to the full Board for approval. Each of our board committees functions as a joint committee on behalf of both Premier and Premier Bank.

Name	Independent	Audit	Compensation	Executive	Governance & Nominating	Risk
Director Nominees
Lee Burdman
Jean A. Hubbard
Charles D. Niehaus						Chair
Mark A. Robison
Richard J. Schiraldi					Chair
Continuing Directors
Marty E. Adams			Chair
Donald P. Hileman				Chair
Nikki R. Lanier
Gary M. Small
Samuel S. Strausbaugh		Chair
Zahid Afzal
Louis M. Altman
Terri A. Bettinger
John L. Bookmyer

Audit Committee

Members:

Samuel S. Strausbaugh, Chair

Louis M. Altman, John L. Bookmyer, Mark A. Robison, Richard J. Schiraldi

Meetings in 2022:

The Audit Committee is established to oversee all material aspects of the Company’s accounting and financial reporting processes and the audits of the financial statements of the Company. The Committee focuses on the qualitative aspects of financial reporting to shareholders and on the Company processes for the management of business/financial risk and for compliance with applicable legal, ethical, and regulatory requirements. The Audit Committee is responsible for:

●

the appointment of our independent registered public accounting firm;

●

review of the external audit plan and the results of the auditing engagement;

●

the appointment of our internal audit firm;

●

review of the internal audit plan and results of the internal audits;

●

review of the effectiveness of our system of internal control, including review of the process used by management to evaluate the effectiveness of the system of internal control; and

●

oversight of our accounting and financial reporting practices.

The Board has determined that Directors Bookmyer, Robison, Schiraldi, and Strausbaugh each have the attributes listed in the definition of “audit committee financial expert” set forth in Item 407(d)(5)(ii) of Regulation S-K and in the Nasdaq listing rules. The Board has further determined that all members of the Audit Committee are “independent” for purposes of Nasdaq listing rules and meet Nasdaq standards for financial sophistication.

Compensation Committee

Members:

Marty E. Adams, Chair

Zahid Afzal (as of April 2022), Terri A. Bettinger, John L. Bookmyer, Lee Burdman, Jean A. Hubbard, Nikki R. Lanier

Meetings in 2022:

The Compensation Committee is responsible for approving the compensation to our executive officers and overseeing our compensation programs and benefit plans. The Committee is also responsible for:

●

assessing director compensation for service on the Board and committees, and recommending changes to director compensation to the full Board for approval;

●

determining the CEO’s annual goals, participating in the annual evaluation of the CEO, and approving the compensation paid to the CEO;

●

overseeing the performance evaluation of the other executive officers subject to Rule 16a-1(f) of the Securities Exchange Act of 1934 and approving the compensation paid to these officers;

●

establishing share ownership guidelines for directors and officers;

●

identifying the peer group to be used for benchmarking the Company’s compensation programs;

●

overseeing the administration of and awards under the Company’s equity-based plans, long-term incentive plans, and short-term incentive plans;

●

assessing the independence of the compensation consultant retained by the Committee;

●

overseeing the Company’s human resource related strategies and policies; and

●

performing the Boards obligations as “plan sponsor” under the 401(k) Employee Savings Plan of the Company.

The Board has determined that all of the Compensation Committee members are considered “independent” for purposes of the Nasdaq listing rules, are “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act, and are “outside directors” under of Section 162(m) of the Internal Revenue Code. The Committee regularly uses the services of an independent executive compensation consulting firm to fulfill its responsibilities for evaluating and establishing the compensation program for the Company’s executive officers and directors.

Governance and Nominating Committee

Members:

Richard J. Schiraldi, Chair

John L. Bookmyer (as of April 2022), Marty E. Adams, Jean A. Hubbard, Charles D. Niehaus

Meetings in 2022:

The Governance and Nominating Committee is responsible for ensuring that the Board is appropriately constituted and for developing and overseeing the Company’s corporate governance policies and guidelines. The Committee is responsible for:

●

ensuring that the members of the Board collectively possess the appropriate mix of knowledge, skills and experience required to ensure that our business succeeds;

●

establishing the procedures for director nominations and the evaluation criteria for all relevant candidates;

●

assessing the independence of all directors and nominees for election as directors

●

monitoring the Board’s continuing education and self-assessment process;

●

conducting periodic assessments of the Board and Board committees;

●

oversight of the Company’s Code of Ethics and Corporate Governance Guidelines and the review of conflict of interest matters and related party transactions;

●

maintaining both an emergency succession plan and a long-range succession plan for the CEO and other key management positions; and

●

Oversight of the Company’s strategies concerning environmental, social and governance related matters.

All of the Governance and Nominating Committee members are considered “independent” for purposes of the Nasdaq listing rules.

Risk Committee

Members:

Charles D. Niehaus, Chair

Zahid Afzal, Terri A. Bettinger, Lee Burdman, Donald P. Hileman, Nikki R. Lanier, Gary M. Small

Meetings in 2022:

The Risk Committee establishes the risk appetite of the Company in consideration of the levels and types of risk the Company is able and willing to assume in its exposures and material business activities. The Committee considers the Company’s strategic and business objectives and responsibilities to its shareholders and other key stakeholders, including but not limited the communities in which the Company operates, its customers and its employees. The Committee also considers the Company’s obligations to operate in compliance with applicable law and safe and sound banking practices. The Committee’s responsibilities also include:

●

oversight of the Company’s enterprise risk governance framework that manages the following risk categories: credit, interest rate, liquidity, market, operational, compliance, legal, reputation, strategic, and other risks considered to be emerging risks;

●

monitoring the Company’s performance to ensure alignment with the risk appetite statement; and

●

Oversight of the Company’s enterprise wide risk framework.

A majority of the members of the Risk Committee are considered “independent” for purposes of the Nasdaq listing rules.

Executive Committee

Members:

Donald P. Hileman, Chair

Marty E. Adam, John L. Bookmyer, Richard J. Schiraldi, Gary M. Small. Samuel S. Strausbaugh

Meetings in 2022:

The Executive Committee generally has the power and authority to act on behalf of the Board between scheduled meetings unless specific Board action is required or unless otherwise restricted by our Articles of Incorporation or Code of Regulations or by action of the Board. There is no specific charter document for the Executive Committee.

Related Person Transactions

The Board and the Governance and Nominating Committee review and approve all transactions and payments involving the directors and executive officers, or involving their related persons or immediate family members, that occur in a given fiscal year. No related person transactions were identified in 2022 that require disclosure in this Proxy Statement. Transactions with related persons of certain independent directors were identified and reviewed by the Governance and Nominating Committee, but none of these transactions were determined to affect the ability of such directors to exercise their independent judgment while serving on the Board or any Board committees due to the minimal values involved.

Premier Bank has, and expects to have in the future, banking relationships in the ordinary course of business with directors, executive officers, and their affiliates on the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with

others. Similarly, First Insurance Group of the Midwest, Inc. (“First Insurance Group“) has, and expects to have in the future, insurance agent relationships in the ordinary course of business with directors, executive officers, and their affiliates on terms comparable to transactions with third parties. Normal, arms-length banking or insurance relationships entered into in the ordinary course of business and consistent with applicable federal banking or other regulations are not considered to interfere with a director’s independence. Service specialization, rate concessions, fee concessions, or other services or product modifications may similarly be offered to directors and executive officers and their affiliates if the same would be offered to other similarly situated clients on a non-discriminatory basis in the ordinary course of business. All loans or extensions of credit to a director or officer, or their related interests (as defined by Regulation O of the Federal Reserve), (1) were made in compliance with Regulation O of the Federal Reserve, (2) were made in the ordinary course of business, (3) were made on substantially the same terms, including interest rates and nature of collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company, and (4) did not involve more than the normal risk of collectability or present other unfavorable features.

PROPOSAL 1 –ELECTION OF DIRECTORS

COMPOSITION OF THE BOARD

Premier’s Board consists of 14 directors and is divided into three classes, with two classes having five members and one class having four members. The directors are elected by class to serve a three-year term. The terms of the three classes expire at successive annual meetings so that the shareholders elect one class of directors at each annual meeting. Each of the directors of Premier is also a director of Premier Bank.

Class I – Terms expiring at the 2023 Annual Meeting:

Lee Burdman

Jean A. Hubbard

Charles D. Niehaus

Mark A. Robison

Richard J. Schiraldi

Class II – Terms expiring at the 2024 Annual Meeting:

Marty E. Adams

Donald P. Hileman

Nikki R. Lanier

Gary M. Small

Samuel S. Strausbaugh

Class III – Terms expiring at the 2025 Annual Meeting:

Zahid Afzal

Louis M. Altman

Terri A. Bettinger

John L. Bookmyer

NOMINATION OF DIRECTOR CANDIDATES

We will elect five directors at the Annual Meeting. The director nominees standing for election at the Annual Meeting are Mr. Burdman, Ms. Hubbard, Mr. Niehaus, Mr. Robison, and Mr. Schiraldi. The nominees elected to the Board at the Annual Meeting will serve until our annual meeting in 2026 and until each such person’s successor is duly elected and qualified. If any of the five nominees should become unable or unwilling to stand for election at the Annual Meeting, the persons named on the proxy card as proxies may vote for other person(s) selected by the Board. We have no reason to believe that any of the director nominees for election named in this Proposal 1 will be unable or unwilling to serve in such capacity. Each director nominee has consented to act as a director if elected.

The Board has determined that each of the nominees is “independent” under Nasdaq listing rules.

YOUR BOARD RECOMMENDS THAT YOU

VOTE FOR THE FIVE NOMINEES LISTED BELOW.

OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Demographic Information

The following table summarizes certain self-identified characteristics of our directors, which have not changed since Premier disclosed the information in our proxy statement for the 2022 annual meeting of shareholders, in accordance with Nasdaq Listing Rules 5605(f) and 5606. Each term used in the table has the meaning given to it in the rule and related instructions.

Board Diversity Matrix (as of February 28, 2023)

Total Number of Directors	14
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose
Directors	3	11	--	--
Part II: Demographic Background
African American or Black	1	--	--	--
Alaskan Native or American Indian	--	--	--	--
Asian	--	1	--	--
Hispanic or Latinx	--	--	--	--
Native Hawaiian or Pacific Islander	--	--	--	--
White	2	10	--	--
Two or More Races or Ethnicities	--	--	--	--
LGBTQ+	--
Did Not Disclose Demographic Background	--

Director Skills and Experience

The varying individual skills and experience of our directors allow the Board to apply different knowledge-bases and consider diverse perspectives in the performance of the Board’s oversight responsibilities. Specific skills and experience identified include:

Accounting & Finance	9 Directors
Banking	6 Directors
CEO Experience	6 Directors
Cybersecurity & Technology	3 Directors
Human Resource Matters	4 Directors
Mergers & Acquisitions	9 Directors
Regulations	6 Directors
Risk Management	10 Directors

Nominees for Election at this Annual Meeting:

Lee Burdman

Director Since: 2020

Age: 59

Committees:

Compensation

Risk

Mr. Burdman is Co-Founder and Managing Partner of Redstone Investments, a development, management and acquisitions company focused on shopping center development, headquartered in Youngstown, OH since 1991. He also serves on the board of directors of SIMCO Management Corp., a residential apartment management firm operating in northeast Ohio and northwest Pennsylvania, since 2003.

He served on the boards of United Community Financial Corp. and Home Savings Bank from April 2011 through January 2020.

Mr. Burdman contributes to the Board through his more than 30 years of experience and expertise in owning, managing and developing real estate, commercial real estate lending, financial literacy and executive management.

Jean A. Hubbard

Director Since: 2008

Age: 64

Committees:

Compensation

Governance & Nominating

Ms. Hubbard served as the Corporate Treasurer and Business Manager of The Hubbard Company, a printing and office supply company located in Defiance, Ohio, from 2003 through May 20, 2022. She previously held various positions in the financial industry.

Ms. Hubbard offers financial and business expertise through her work as corporate treasurer. Ms. Hubbard also provides the Board with insight regarding employee and human resource issues from her experience at Rurban.

Ms. Hubbard also serves as Chair of the Trust Committee of Premier Bank.

Charles D. Niehaus

Director Since: 2014

Age: 63

Committees:

Risk (Chair)

Governance & Nominating

Mr. Niehaus is the managing partner of Niehaus & Kalas, Ltd., Attorneys at Law, in Toledo, Ohio, since 2007. Mr. Niehaus has provided legal representation to corporate and business clients for over 35 years on a wide range of business issues including the representation of financial institutions in formation, acquisitions, bank litigation, shareholder matters and regulatory compliance. He brings extensive experience in the legal and financial services areas and provides valuable guidance and insight with respect to strategy and compliance.

Mr. Niehaus also serves on the Board of Directors of First Insurance Group.

Mark A. Robison

Director Since: 2018

Age: 58

Committees:

Audit

Mr. Robison is President of Brotherhood Mutual Insurance Company headquartered in Fort Wayne, Indiana, since 2007 and Chairman of the Board of Brotherhood Mutual since 2009. Prior to his promotion to President of Brotherhood Mutual Insurance Company, Mr. Robison served in various positions at Brotherhood Mutual since 1994, including as Vice President of Finance.

As a successful leader of a national company, Mr. Robison adds valuable leadership experience to the Board.

Mr. Robison also serves on the Board of Directors of First Insurance Group.

Richard J. Schiraldi

Lead Independent Director

Director Since: 2020

Age: 68

Committees:

Governance & Nominating (Chair)

Audit

Executive

Mr. Schiraldi is retired from Cohen & Company CPAs as a CPA/JD after 36 years of servicing closely held businesses and entrepreneurs on a wide variety of business and tax issues. He also serves as director of the Youngstown State University Foundation since 2010.

Mr. Schiraldi was the Chairman of the Board of Directors of United Community Financial Corp. and Home Savings Bank from 2011 through January 2020 and served on both of these Boards as director beginning in 2002.

Mr. Schiraldi’s skills and qualifications developed by Mr. Schiraldi throughout his 33 years as a CPA, as well as his experience as the owner and manager of privately held businesses and director of numerous not-for-profit entities enable him to contribute significant insight to the Board in the areas of strategic planning, tax, accounting and financial, local community affairs and leadership.

Continuing Directors with Terms Expiring at the 2024 Annual Meeting:

Marty E. Adams

Director Since: 2020

Age: 70

Committees:

Compensation (Chair)

Governance & Nominating

Executive

Since 2008, Mr. Adams has been the President of Marty Adams Consulting, LLC, where he serves as both an advisor to banks and their boards of directors and to private equity firms pertaining to bank equity investments. He is also the managing member of Strategic Value Bank Partners, LLC since 2015. Mr. Adams is presently a Director of First National Bank of America, East Lansing, Michigan (2016), and of FineMark Holdings, Inc. and FineMark National Bank & Trust, Fort Myers, Florida (October 2021). He has served as the interim chief executive officer of PVF Capital Corp. and Park View Federal Savings Bank, Solon, Ohio, and as president and chief operating officer of Huntington Bancshares Inc. following Huntington’s acquisition of Sky Financial Group, Inc. from July 2007 until December 2007. Mr. Adams was previously the chairman and chief executive officer of Sky Financial Group and Sky Bank. Mr. Adams served on the boards of United Community Financial Corp. and Home Savings Bank from February 2013 through January 2020.

Mr. Adams’ skills and qualifications that he has developed through more than 45 years of experience in the banking and financial services industries, as well as his service in significant public company leadership positions, enable him to contribute technical knowledge to the Board in nearly all operational areas of banking.

Donald P. Hileman

Executive Chair

Director Since: 2013

Age: 70

Committees:

Executive (Chair)

Governance & Nominating

Risk

Mr. Hileman is the Executive Chairman of Premier and Premier Bank since April 1, 2021. He also serves on the Board of Directors of First Insurance Group. He previously served as the CEO of Premier from January 2014 through March 2021; CEO of Premier Bank from January 2014 through March 2021; President of Premier from January 2014 through January 2020; President of Premier Bank from 2015 to March 2019; Executive Vice President and Chief Financial Officer of Premier and Premier Bank from 2009 through 2013; Interim Chief Financial Officer from October 2008 to March 2009; and CEO of First Insurance Group of the Midwest from 2007 until April 1, 2021. He has worked in the financial services industry for more than 40 years. Mr. Hileman is a Trustee of Defiance College.

Mr. Hileman brings valuable experience and expertise to the Board from his work within financial institutions, as well as his knowledge and familiarity with Premier and its subsidiaries.

Mr. Hileman also serves on the Trust Committee of Premier Bank and on the Board of Directors of First Insurance Group.

Nikki R. Lanier

Director Since: 2022

Age: 52

Committees:

Compensation

Risk

Ms. Lanier is the founder and Chief Executive Officer of Harper Slade, a racial equality advisory firm that began operations January 1, 2022. Prior to forming Harper Slade, she was the Senior Vice President and Site General Manager of the Federal Reserve Bank of St. Louis (Louisville, Kentucky Branch) from October 2014 through December 2021. Ms. Lanier is an adjunct MBA professor at the University of Louisville College of Business and a member of its Board of Advisors. She also serves as chair of the board of One West, a Louisville based community development corporation, and as secretary and audit committee chair of the Louisville Regional Airport Authority board.

With a background as a labor and employment attorney, Ms. Lanier brings valuable experience and expertise to the Board regarding diversity, equity and inclusion considerations and human capital matters. Her experience in a variety of industries including banking, manufacturing, education and healthcare, both in the public and private sectors, is expected to provide additional beneficial perspective to the Board.

Gary M. Small

Director Since: 2020

Age: 62

Committees:

Executive

Governance &

Nominating

Risk

Mr. Small is the CEO and President of Premier and Premier Bank (since April 2021); President of Premier and President of Premier Bank (since February 2020); and CEO of First Insurance Group (since February 2020). He also serves on the Board of Directors of First Insurance Group. Mr. Small was the President, Chief Executive Officer and a director of UCFC and Home Savings from March 2014 through January 2020. He previously held executive leadership roles in other financial institutions including as the Senior Executive Vice President and Chief Banking Officer for S&T Bank, located in Indiana, Pennsylvania; Senior Vice President of Customer Operations and Chief Operating Officer for Jackson Hewitt Tax Services; Executive Vice President and Regional Banking Group President for Huntington National Bank; Executive Vice President and Head of Regional Banking for Sky Financial Group; 20 years in a number of senior operating and financial roles with National City Corporation and its predecessor Merchants National Corporation, including four years as Executive Vice President and Retail Network Executive with responsibility for over 200 branch locations across the Midwest.

With over 35 years of banking and finance experience, Mr. Small provides the Board with invaluable knowledge regarding financial institutions.

Mr. Small also serves on the Trust Committee of Premier Bank and on the Board of Directors of First Insurance Group.

Samuel S. Strausbaugh

Director Since: 2006

Age: 59

Committees:

Audit (Chair)

Executive

Mr. Strausbaugh is President of Elpis Opportunity Fund L.P., a Private Equity Investment Fund based in Indianapolis, IN, since October 2020. He served as President and CEO of Vrsus Assets, LLC, a digital case management platform firm for plaintiff attorneys, from June 2018 through October 2020. Mr. Strausbaugh has also served as the president or chief executive officer of several other business entities in the past. He presently serves as a director of Keller Logistics, a logistics and trucking firm in Defiance, Ohio, since 2018.

Mr. Strausbaugh has important tactical and strategic skills that he has developed in management and executive positions with his prior employers. His experience with a growing company helps to inform the Board when considering future business opportunities.

Continuing Directors with Terms Expiring at the 2025 Annual Meeting:

Zahid Afzal

Director Since: 2020

Age: 60

Committees:

Compensation

Risk

Mr. Afzal is a member of the Board of Directors of Buckeye Insurance Group, Piqua, Ohio since December 2019. He previously served as the Chief Operating Officer at Home Savings Bank from March 2018 to January 2020. Prior to joining Home Savings, Mr. Afzal served as executive vice president, Chief Technology and Operations Executive at Capital Bank in Raleigh, North Carolina from 2013 to November 2017. From March 2006 until February 2013, he was the Senior Executive Vice President, Chief Information Officer and Chief Operating Officer of Huntington National Bank. He also served in various management and leadership positions for Bank of America and Citicorp. Mr. Afzal has served on several boards of directors, including those of Bancsource (April 2015 to June 2021, RoamHR (June 2019 to December 2021), Bitglass (January 2012 to November 2021), Banksight, Bowling Green State University College of Business Board of Advisors (August 2006 to August 2013, and the Ohio Foundation of Independent Colleges, and Groundwork Group.

Mr. Afzal has expertise that will contribute to the Board, including banking, technology, operations, and marketing experience.

Mr. Afzal also serves on the Trust Committee of Premier Bank.

Louis M. Altman

Director Since: 2020

Age: 54

Committees:

Audit

Mr. Altman is a co-managing partner of the Altman Company, a full service real estate development firm for commercial, multi-family, office, medical and hotel properties located in multiple states. He has over 30 years of experience in managing, developing and financing commercial real estate ventures. Mr. Altman served as the chairman of Premier Bank and Trust from 2015 until the bank’s sale to Home Savings Bank in 2017 and as a director of Ohio Legacy Corp. from February 2010 to January 2018. He also previously served on the board of directors of Sky Bank Board. Mr. Altman served on the boards of United Community Financial Corp. and Home Savings Bank from February 2017 through January 2020. Since April 2020, Mr. Altman also serves on the board of the Akron Children’s Hospital Foundation.

The attributes, skills and qualifications developed by Mr. Altman through his role as a director of financial institutions over the past 14 years and his broad experience in real estate development benefit the Board in his unique insight in the areas of financing, property management, acquisition, business development and leadership.

Mr. Altman also serves on the Trust Committee of Premier Bank and on the Board of Directors of First Insurance Group.

Terri A. Bettinger

Director Since: 2018

Age: 55

Committees:

Compensation

Risk

Ms. Bettinger is the Deputy Director and Chief Information Officer for the Ohio Department of Aging since May 2019 and sits on Ohio’s Technology First Taskforce. She is also the president and owner of VCIO Services, LLC, an executive consulting company in Columbus, Ohio since June of 2017. Ms. Bettinger served as the Chief Information Officer of Franklin County Data Center in Columbus, Ohio from February 2015 to October 2017. She also led North America Fund Services Technology for the Global Financial Services Group at Citigroup Inc. from April 2009 to February 2015. Ms. Bettinger presently serves on the board of directors of the Childhood League Center, a Columbus, Ohio area not-for-profit, and as an executive advisory board member for Ohio Women in Technology.

Ms. Bettinger spent 20 years in the banking and financial services industry, and her successful career in the delivery of valuable technology solutions provides beneficial knowledge to the Board in the areas of technological cybersecurity and technology growth and innovation.

John L. Bookmyer

Director Since: 2005

Age: 58

Committees:

Audit

Compensation

Executive

Governance & Nominating

Mr. Bookmyer is the Chief Executive Officer of Pain Management Group located in Findlay, Ohio since January 2009. He also served as the Chief Operating Officer of Blanchard Valley Health System in Findlay, Ohio, from August 1995 until December 2008.

Mr. Bookmyer is a Certified Public Accountant in Ohio and has extensive experience in oversight, leadership and financial matters from his roles at all entities. He is also very familiar with the needs of the region through his interactions with community hospitals and businesses.

Director Compensation

The table below provides information concerning our non-employee director compensation for the fiscal year ended December 31, 2022. Employee directors are not paid any additional amounts for Board service. Compensation information for Mr. Small and Mr. Hileman, both current employees of the Company, is included in the Executive Compensation section beginning on page 30.

Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Adams, Marty E.	45,625	35,015	80,640
Afzal, Zahid	42,625	35,015	77,640
Altman, Louis M.	44,000	35,015	79,015
Bettinger, Terri A.	43,875	35,015	78,890
Bookmyer, John L.	46,875	35,015	81,890
Burdman, Lee	42,500	35,015	77,515
Hubbard, Jean A.	44,625	35,015	79,640
Lanier, Nikki R.	42,500	35,015	77,515
Niehaus, Charles D.	47,000	35,015	82,015
Robison, Mark A.	44,000	35,015	79,015
Schiraldi, Richard J.	58,750	35,015	93,765
Strausbaugh, Samuel S.	47,500	35,015	82,515
(1) In 2022, each non-employee director was granted an award of restricted shares as of the date of the 2022 Annual Shareholder Meeting. The amounts reported for such awards in this column represent the aggregate grant date fair value of the shares granted to each non-employee computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (“FASB ASC Topic 718”) using the closing price of PFC common stock on the award date.

Each non-employee director received an annual retainer of $70,000 in 2022. Mr. Schiraldi, as Vice Chair, received an additional retainer of $11,250. The Company pays directors $35,000 of the annual retainer in Premier shares. Directors receive additional retainers in connection with their service on Board committees, the Trust Committee of Premier Bank, or on the Board of First Insurance Group. While all our directors serve on the Board of Premier Bank, the directors do not receive separate compensation in connection with this service.

In 2022, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to review director compensation to ensure this compensation aligns with the director compensation practices of the Company’s peers and is commensurate with the skill and commitment required of our directors. Following this review and effective July 1, 2022, the additional retainers for service on Board committees, the Trust Committee of Premier Bank, and on the Board of First Insurance Group were adjusted. No changes were made to the annual retainer amount of $70,000 for all directors. The following table provides information on these additional retainer amounts, reflecting both the amounts paid in 2022 and the amounts to be paid in 2023:

	2022		2023
Committee	Chair Retainer ($)	Member Retainer ($)	Chair Retainer ($)	Member Retainer ($)
Audit	12,500	6,250	15,000	7,500
Compensation	7,500	3,750	10,000	5,000
Risk	7,500	3,750	10,000	5,000
Governance & Nominating	6,250	3,125	7,500	3,750
Trust	2,750	1,375	3,000	1,500
First Insurance Group	2,750	1,375	3,000	1,500

Besides the portion of the retainer paid in Premier shares, the Company allows individual directors to elect to receive the balance of their director compensation in either cash or stock.

Our directors may defer all or any part of their cash retainer payable to them under the Premier Financial Corp. Deferred Compensation Plan further described on page 46. The returns on the amounts deferred are dependent on the investment elections made by the director.

No non-employee director received perquisites or personal benefits with an aggregate value exceeding $10,000.

The Board has set ownership guidelines for the Board and executive management. The guideline for each Board member is ownership equal to a value of five times the annual retainer payable in Premier shares. The Board prohibits directors from engaging in transactions that could reduce the extent to which their investment in Premier’s shares is aligned with the interests of shareholders. As a result, our Corporate Governance Guidelines prohibit directors from entering into speculative transactions involving our shares, including any hedging, short sales, puts, calls, swaps, forward contracts, or other derivative securities.

EXECUTIVE OFFICERS

The following individuals serve as the current executive officers of Premier, other than Mr. Hileman and Mr. Small whose information is set forth above.

Kathy Bushway Senior Vice President, Chief Marketing Officer (since June 2020) Age: 63	Kathy Bushway joined Premier as part of the United Community Financial Corp. (Home Savings Bank) merger in 2020. She leads a team of professionals in brand management, marketing, product management, digital banking, and analytics. Prior to her current role, she was Director of Marketing for Home Savings Bank from September 2016 until June 2020. Ms. Bushway served as Senior Vice President, Marketing & Communications Director and various other positions with Huntington National Bank (formerly FirstMerit Corporation) from September 2004 to September 2016. She has also held various marketing roles at Society (Key) Bank, Bank One (Chase) and a publishing company.
Varun Chandhok Executive Vice President, Chief Information Officer and Operations Officer (since October 2021) Age: 51	Prior to his current role, Mr. Chandhok was Chief Information Officer from March 2021 through October 2021. Prior to joining Premier, Mr. Chandhok served as Chief Information Officer – Corporate, Risk Regulatory and Finance from October 2019 to March 2021 and as Chief Information Officer – Corporate and Chief Architect from February 2014 to October 2019 of M&T Bank.
Sharon L. Davis Executive Vice President, Chief Human Resources Officer (since January 2020) Age: 41	Prior to her current role, Ms. Davis was Director of Human Resources of Premier and Premier Bank from November 2015 to January 2020. Prior to joining Premier, Ms. Davis was Senior Vice President and Human Resources Director at First Community Bank from October 2007 to November 2015. Prior to that, she served as an Assistant Vice President, Senior Human Resources Business Partner for BBVA Compass.
Jason L. Gendics Executive Vice President, Retail and Business Banking (since January 2020) Age: 52	Prior to his current role, Mr. Gendics was Executive Vice President, Head of Consumer and Business Banking for Home Savings Bank from May 2019 until its merger with Premier Bank in January 2020. Prior to that time, Mr. Gendics was Senior Vice President, Home Lending Region Manager for Huntington Bank from 2016 to April 2019.
Shannon M. Kuhl Executive Vice President, Chief Legal Officer (since March 2021) Age: 52	Prior to her current role, Ms. Kuhl was a member of Frost Brown Todd LLC, a law firm, from May 2019 through February 2021. Previously, Ms. Kuhl was with First Financial Bancorp and First Financial Bank, Cincinnati, Ohio, where she served in various positions since 2006, including Chief Risk Officer from November 2017 until November 2018, Chief Legal Officer from October 2013 until April 2018, and Chief Compliance Officer from September 2016 until November 2017.
Paul D. Nungester Executive Vice President and Chief Financial Officer (since April 2019) Age: 49	Prior to his current role, Mr. Nungester was Executive Vice President, Director of Finance and Accounting from July 2018 to April 2019. Prior to joining Premier, Mr. Nungester worked at Welltower Inc., a real estate investment trust, where he served in various positions since 2001: Senior Vice President and Controller from January 2012 to May 2018, including to transition his role from March 20, 2018 until May 15, 2018; Vice President and Controller from March 2006 to January 2012; and Controller from September 2002 to March 2006.
Dennis E. Rose, Jr. Executive Vice President and Chief Strategy Officer (since October 2021) Age: 54	Prior to his current role, Mr. Rose served as Chief Operations Officer from January 2020 through October 2021, Director of Strategy Management from January 2017 to January 2020, Executive Vice President, Head of Business Banking from October 2013 to December 2016, and Executive Vice President, Chief Operations Officer from 2001 to 2013. Mr. Rose joined Premier Bank in 1996 and served as Corporate Controller until 2001.
Jennifer Scroggs Senior Vice President, Wealth Management Director (since June 2021) Age: 45	Prior to her current role, Ms. Scroggs served as the Senior Vice President, Director of Trust and Chief Trust Fiduciary Officer from January 2020 through June 2021 for Premier Bank. Ms. Scroggs joined Premier Bank in January 2017 as Vice President, Senior Trust Fiduciary Officer. Prior to joining Premier Bank, Ms. Scroggs served as a Trust Officer and Vice President, Senior Trust Officer for Fifth Third Bank from 2006 to 2017.
Tina M. Shaver Executive Vice President, Chief Risk Officer (since November 2020) Age: 55	Prior to joining Premier, Ms. Shaver served as Senior Director and Deputy Chief Compliance & Ethics Officer of Treliant, LLC in Washington D.C., where she provided consultative guidance to financial institutions on enterprise risk matters from September 2016 to October 2020. Prior to that, she served as Senior Vice President & Chief Compliance Officer of FirstMerit Bank, N.A. in Akron, Ohio, from October 2004 to August 2016.

PROPOSAL 2 - NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A and Section 14a-21 of the Exchange Act, our shareholders have an opportunity to approve, in a non-binding advisory vote, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. Our NEOs are those individuals included in the Summary Compensation Table on page 42 in this Proxy Statement. The compensation being approved is the compensation required to be disclosed in this Proxy Statement by the rules of the SEC, including the compensation described in the Compensation Discussion and Analysis, accompanying tables and any related material disclosed in this Proxy Statement.

The Board has structured our executive compensation program with the following objectives in mind: compensation should be directly linked to corporate operating performance, and all officers should receive fair and equitable compensation for their respective levels of responsibility and supervisory authority compared to their peers within the Company as well as their peers within the financial services industry. The Board urges you to read the “Compensation Discussion and Analysis” starting on page 30 of this Proxy Statement and the related compensation tables and narrative through page 59.

The Board is asking you to approve the following resolution, which will be submitted for a shareholder vote at the Annual Meeting:

“Resolved, that the shareholders approve the compensation of Premier’s named executive officers as named in the Summary Compensation Table of the Company’s 2023 Proxy Statement, as described in the ‘Compensation Discussion and Analysis’, the compensation tables and the related disclosure contained on pages 30-59 in the Proxy Statement.”

Because your vote is advisory, it will not be binding upon the Board or the Company, overrule any decision made by the Board, or create or imply any additional fiduciary duty by the Board. The Compensation Committee may, however, take into account the outcome of the vote when considering future executive compensation arrangements.

YOUR BOARD RECOMMENDS THAT YOU

VOTE FOR THE APPROVAL OF OUR EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee (the “Committee”) has made under those programs, and the factors considered in making those decisions. This CD&A focuses on the compensation of our NEOs, as identified in the Summary Compensation Table below.

2022 Performance Summary¹

Our goal is to continue to be a high-performing community-focused financial institution, meeting or exceeding the 75th percentile of our peers in key financial measures. Compensation is a key component of attracting talent to our organization that will enable us to reach this goal.

As of December 31, 2022, the Company had assets of approximately $8.5 billion. Highlights from fiscal 2022 include:

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Loan growth of approximately $1.2 billion or 22%;

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Deposit growth of approximately $0.6 billion or 10%;

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Net interest income (tax equivalent) growth of 7% or 14% excluding Small Business Administration Paycheck Protection Program (“PPP”) loans and acquisition marks accretion; and

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Strong asset quality with non-performing assets at 0.41% and classified loans at 0.61% for year-end.

For the three-year period ending December 31, 2022, our cumulative growth in earnings per share and core earnings per share was 15% and 13%, respectively. Our performance was driven by three-year average return on assets and average core return on assets of 1.31% and 1.49%, respectively, and our successful execution of our organic and acquisition growth strategies. By emphasizing growth opportunities in our metro markets, our three-year compounded average growth rate in total assets was 35% with organic growth of 16%.

Compensation Philosophy and Objectives

The Board believes the most effective executive compensation program is one that rewards the achievement of specific annual, long-term, and strategic goals that are established in conjunction with strategic planning initiatives and the long-term objective of maximizing shareholder value. The Board believes that a significant amount of executive compensation should be performance-based because it aligns with shareholder interests, enables the attraction and retention of executive talent, balances risk with rewards, and supports the long-term performance goals of the Company. We have created opportunities for the NEOs, other Section 16 officers, and certain other employees to earn short-term and long-term incentive compensation in the form of cash and equity in the Company based on the level of achievement of performance goals that the Committee establishes each year.

The Committee evaluates our executive compensation program to ensure that it is sufficiently competitive to enable us to attract and retain qualified employees in key positions. Total compensation commensurate with a range around median compensation paid to similarly situated executives of peer companies, both overall and by component, is generally what the Committee considers competitive.

¹Includes Non-GAAP information; See Appendix A to this Proxy Statement for more information.

The Committee considers multiple factors such as experience, leadership ability, and breath of responsibility in setting or adjusting compensation on an individual basis.

The Board encourages ownership of PFC shares by executive management in order to align the Company’s compensation philosophy with the interests of shareholders, which is why a significant part of each NEO’s compensation package is paid in equity, particularly associated with the Long Term Incentive Plan.

Executive Compensation Program Practices and Risk Management Perspectives

The Committee believes the Company has designed its executive compensation program and implemented several compensation practices to balance and control unnecessary or excessive risk-taking and encourage sound management of the Company.

✓	Mix of compensation elements (short- and long-term, fixed and variable) with a significant percentage of total compensation based on performance	✓	Compensation Committee retains management, oversight, and discretion on short-term and long-term incentive plan payouts, including the ability to reduce or eliminate any plan or payout
✓	Executive short-term and long-term incentive plan corporate performance certified by Committee	✓	Incentive plans require minimum threshold performance for corporate components with payouts capped at 150% of target
✓	Performance metrics positioned to encourage performance relative to budget and strategic initiatives	✓	Multi-year vesting on long-term awards with awards payable in Company shares
✓	Compensation Committee comprised of only independent directors	✓	Share Ownership Guidelines for executive officers and nonemployee directors
✓	Engagement of independent compensation consultant	✓	Periodic risk assessment of incentive plans
✓	Clawback policy	✓	Anti-hedging and pledging policy
✓	Double trigger change in control agreements and equity award agreements	✓	Employment and severance/change in controls with strong protective covenants concerning non-solicitation and confidentiality

Risk Review and Assessment

In 2022, Pearl Meyer was engaged to conduct a risk assessment of all incentive compensation plans, including the short-term incentive plan and the long-term incentive plan as well as line-of-business incentive plans. Pearl Meyer reviewed each plan for design and governance considerations and determined they do not encourage excessive risk-taking.

Compensation Decision Making

Role of the Compensation Committee in Compensation Decisions - The Compensation Committee makes all compensation-related decisions for the Company’s Section 16 officers, including the NEOs. The Committee’s responsibilities include:

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Assessing the adequacy and suitability of the compensation for the Company’s Section 16 officers in consideration of the Company’s goals and performance, the competitive hiring market, and sound corporate governance practices;

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Setting individual-specific compensation for the CEO, NEOs, and other Section 16 officers;

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Considering and approving the overall design of the Company’s executive officer compensation program, compensation components, and compensation–related policies and governance;

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Defining potential payments to Section 16 officers in various termination scenarios and in connection with a change in control;

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Overseeing the evaluation of all Section 16 officers and specifically assisting the Board in establishing the CEOs annual goals and objectives;

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Identifying the members of the Company’s peer group for compensation purposes;

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Periodically reviewing the Company’s incentive compensation practices in consideration of the Company’s risk management objectives and the relationship between compensation and risk; and

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Assessing the adequacy and suitability of the director compensation program and recommending and changes to the full Board for approval.

In performing its duties, the Committee considers peer group and industry related information concerning compensation programs and practices, the advice of expert compensation consultants, and management prepared reports and recommendations. The most recent full-scope competitive market analysis of the Company’s executive compensation program was prepared by Pearl Meyer at the direction of the Committee in 2021 to ensure the compensation program was properly aligned with the Company’s compensation philosophy and appropriate for the size and activities of the Company following the Merger.

Role of Management in Compensation Decisions - The CEO and other members of management assist the Compensation Committee in its responsibilities and regularly attend Committee meetings though they do not attend or participate in any discussions relating to their individual compensation or evaluations. This assistance includes:

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Providing recommendations with respect to compensation programs and practices;

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Providing financial and performance data to the Committee and making recommendation concerning performance measures and goals; and

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CEO provided evaluations of and recommendations concerning the compensation for the Section 16 officers.

Role of the Compensation Consultant - The Committee has the authority to engage a compensation consultant or other advisors to provide information and recommendations to the Committee. Since 2020, the Committee has engaged Pearl Meyer to assist in identifying the Company’s compensation

peer group, provide peer and industry executive compensation related data, identify peer and industry compensation trends, and provide other services as requested. The engagement of Pearl Meyer is assessed annually and the firm was again retained in 2022, and in 2023, for these purposes. Pearl Meyer reports directly to the Compensation Committee and serves at the discretion of the Committee. The Committee has the sole authority to appoint, compensate and oversee Pearl Meyer, including responsibility for evaluating Pearl Meyer’s independence and establishing its fees and retention terms. In retaining Pearl Meyer for 2022, the Committee assessed Pearl Meyer’s independence pursuant to the applicable rules of the SEC and Nasdaq and determined that Pearl Meyer’s services for the Compensation Committee did not raise any conflict of interest that would impair Pearl Meyer’s independence.

Peer Group - A peer group is identified by the Committee each year with the assistance and recommendation of Pearl Meyer. The compensation practices of the peer group are reviewed to assist in evaluating the appropriateness of the compensation of our NEOs and Section 16 officers, and to evaluate the relative performance measures for the long-term incentive compensation payable under the Company’s Long-Term Incentive Program. The 2022 peer group consists of 18 financial institutions that are similar in size and general business model to the Company, and that are located in the Midwest. There are no changes in the 2022 peer group compared to 2021, and no changes to the peer group were made for purposes of 2023. The 2022 peer group consists of the following financial institutions:

● 1^st Source Corporation., IN (SRCE)	● Midland States Bancorp, Inc., IL (MSBI)
● City Holding Company., WV (CHCO)	● MidWestOne Financial Group, Inc. IA (MOFG)
● Enterprise Financial Services Corp., MO (EFSC)	● Northwest Bancshares, Inc., OH (NWBI)
● First Busey Corporation., Chicago, IL (BUSE)	● Park National Corporation., OH (PRK)
● First Commonwealth Financial Corp., PA (FCF)	● Peoples Bancorp Inc., OH (PEBO)
● German American Bancorp, Inc., IN (GABC)	● QCR Holdings, Inc., IL (QCRH)
● Great Southern Bancorp, Inc., MO (GSBC)	● Republic Bancorp, Inc., KY (RBCA.A)
● Horizon Bancorp, Inc., IN (HBNC)	● S & T Bancorp, Inc., PA (STBA)
● Lakeland Financial Corporation., IN (LKFN)	● Univest Financial Corporation., PA (UVSP)

Advisory Vote on Executive Compensation - At both our 2022 and 2021 annual meetings, our shareholders approved our executive compensation with more than 96% of the votes cast in favor, indicating that shareholders strongly support our executive compensation program. The Committee will continue to monitor shareholder approval levels going forward. At our 2019 annual meeting, our shareholders approved holding annual votes on our executive compensation.

Shareholder Engagement - In 2022, executive management participated in several key virtual investor conferences throughout the year, including the Janney Bank CEO Forum, Piper Sandler East Coast Financial Services Conference, the KBW Community Bank Investor Conference and the Hovde Group’s Financial Services Conference. During these various conferences and communications with investors, no concerns regarding our executive compensation philosophy or programs were raised.

The feedback provided by our shareholders through the advisory vote, in addition to investor feedback we receive through the Company’s shareholder engagement throughout the year, provides invaluable information to the Board and the Committee. Because of the value that we

place on investor feedback, the Company strives to maintain open communication with its shareholders, including through participation at investor conferences.

Executive Compensation Components

The Compensation Committee has designed the compensation packages to its executive officers to reward and encourage performance supporting both the long-term and short-term goals of the Company. The principal components of compensation for our NEOs in 2022 are described below.

Base Salary - We provide our NEOs and other employees with a base salary to compensate them for services rendered during the fiscal year. The base salary for each of the NEOs is generally determined at the beginning of the year. Base salaries for NEOs other than the CEO are determined based upon recommendations made by the CEO.

Short-Term Cash Incentive Compensation - Short-term incentive compensation to the NEOs and other executive officers is administered under a short-term incentive plan (the “Short-Term Incentive Plan”). Under the Short-Term Incentive Plan, the Committee approves target awards for executive officers based on a percentage of the officer’s base salary. The target award is further delineated with a portion attributable to the satisfaction of certain corporate performance goals and a portion attributable to the individual’s personal performance goals.

For the corporate component, the Committee establishes a threshold, target and maximum payout based upon the level of achievement of respective performance goals. If the threshold performance level is not achieved, the payout percentage for that component of the award is zero. If the performance level for a component is between threshold and target, or between the target and maximum, the payout percentage is prorated based upon linear interpolation. The individual performance goals are established in consideration of the Board’s and management’s expectations for the year and weighted for each officer based on the officer’s role within the Company.

The performance period considered for purposes of determining short-term incentive compensation begins on January 1 and ends on December 31 of the same year. At the end of the performance period, the Committee determines the level of achievement of the corporate performance goals. The Committee also evaluates and determines the level of attainment by the CEO of the CEO’s individual performance goals, and reviews the annual assessment of the other NEOs and other Section 16 officers completed by the CEO. The Committee approves the actual short-term incentive awards payable to the CEO, other NEOs, and other Section 16 officers based on these assessments and the level of attainment of the corporate performance goals. Short-term incentive awards are payable in cash following the end of the performance period.

Long-Term Equity Incentive Compensation - The Committee may also grant long-term incentive compensation awards under the Long Term Incentive Program to its executive officers, including the NEOs. In 2022, awards under the Long Term Incentive Program were issued in the form of performance share units and restricted stock under the Company’s Amended and Restated 2015 Long Term Incentive Plan and the Company’s 2018 Equity Incentive Plan, respectively.

Performance Share Units (“PSUs”) - A PSU award is designed to align an individual’s compensation with the long-term success of the Company based upon the achievement of certain performance measures at the end of the performance period. The performance period and performance measures are both identified at the time of grant. The performance period for

PSU awards is three years beginning on January 1 of the year of grant through December 31 at the close of the three-year performance period. A “target” award is identified at the time of grant determined as a percentage of the executive’s base salary translated into PSUs based upon the Company’s average stock price for the twenty (20) trading days prior to the effective date of the grant.

The Committee establishes a threshold, target and maximum payout based upon the level of achievement of respective performance goals. If the threshold performance level is not achieved, the payout percentage for that component of the award is zero. If the performance level for a component is between threshold and target, or between the target and maximum, the payout percentage is prorated based upon linear interpolation.

If the performance measures identified in the grant are satisfied, the PSU award will vest and be converted to shares of common stock of the Company based on the level of performance achieved. The actual number of common shares that the executive earns at the end of the performance period will be determined by the Committee based on the level of achievement of the performance measures and the executive’s average base salary over the performance period. All determinations of whether the performance measures have been achieved, any adjustments attributed to changes in average base salary, the actual award earned by the executive, and all other matters related to a PSU award will be made by the Committee in its sole discretion.

In addition to the issuance of common shares to the executive upon certification of performance by the Committee, the executive receives dividend equivalents equal to the dividends on the common shares underlying the PSUs, if any, paid by the Company prior to the date the Committee determines the performance measure level of attainment.

Restricted Stock Awards (“RSAs”) - The Committee also uses non-performance based long-term equity incentive compensation in the form of RSAs as another method to align the individual’s interests with the long-term performance of the Company and increase employee ownership of shares. RSAs are frequently considered for the purpose of attracting and retaining talented personnel. There are no performance based measures associated with an RSA. RSAs are often issued as retention tools. RSAs are issued as current shares of PFC when granted but are subject to possible forfeiture and certain restrictions such as non-transferability, until they vest according to the stated schedule. Premier allows holders of RSAs to vote the shares and to receive dividends, if and when paid, on the shares prior to vesting. RSAs issued by the Company vest after defined periods of time equal to at least one year following the date of grant, and may cliff vest or vest in portions over stated periods.

Retirement Benefits - All of our employees, including the NEOs, are eligible to participate in the Premier Financial Corp 401(k) Employee Savings Plan (the “401(k) Savings Plan”). The 401(k) Savings Plan is a tax-qualified retirement savings plan pursuant to which all employees are able to contribute up to the limit prescribed by the Internal Revenue Service to the 401(k) Savings Plan on a before-tax basis. We maintain a safe harbor plan that matches 100% of the first 3% of pay that is contributed to the 401(k) Savings Plan plus 50% of the salary deferrals between 3% and 5% of compensation. All employee and Company contributions to the 401(k) Savings Plan are fully vested upon contribution.

In addition, the NEOs and other executives were eligible to participate in the Premier Financial Corp. Deferred Compensation Plan (the “Premier DCP”), which allows the deferral of up to 80% of a participant’s salary and up to 100% of short-term incentive compensation. A group of senior officers, including the NEOs, also are eligible to receive a restoration benefit under the Premier DCP which provides for matching contributions in excess of the 401(k) Savings Plan caps. Investment options within the Premier DCP do not provide any guaranteed or enhanced investment returns. The Premier DCP is discussed in further detail below under the heading “Nonqualified Deferred Compensation” beginning on page 46.

Employee Share Purchase Plan - All of our employees, including the NEOs, are eligible to participate in the Premier Financial Corp. Employee Share Purchase Plan (the “ESPP”). The ESPP is a means for all employees to purchase PFC shares at the current market price at the time of purchase through regular payroll deductions. We contribute an amount equal to 15% of each of the participating employee’s actual payroll deductions up to $150 per month. The employee specifies the amount to be withheld from their pay with a minimum of $30 per month and a maximum of $5,000 per month.

Insurance Plans - Our NEOs are eligible to participate in the Company’s general medical, dental, and vision insurance plans on the same basis as other employees. Mr. Hileman also participates in the Retiree Medical Benefits Plan. This plan is closed to new participants.

The NEOs are also eligible to participate in the Company’s group term life and disability insurance program on the same basis as other employees which provides a benefit in the event of the death of the employee of two times the employee’s annual salary up to a maximum of $800,000. In addition to the group term life insurance, our NEOs, as well as other key employees, also receive benefits from Company purchased split dollar bank-owned life insurance. As of December 31, 2022, Mr. Small’s potential benefit was $915,948 while Mr. Hileman’s potential benefit was $1,100,000. The potential benefit to the other NEOs is one times the individual’s annual salary. The Company also provides additional life and supplemental disability insurance benefits to Mr. Small.

Perquisites and Other Personal Benefits - We provide our NEOs with perquisites and other personal benefits that the Committee believes are reasonable and consistent with our overall compensation program to better enable us to attract and retain executive talent. The Committee periodically reviews the levels of perquisites and other personal benefits.

Each NEO is eligible, upon relocation, to receive reimbursement for certain reasonable expenses associated with the costs of such relocation. On a case by case basis, the Company considers reimbursement requests for country club and other social organization membership for its senior officers, including the NEOs, for certain business purposes.

Employment and Severance and Change in Control Agreements - We have employment or change of control agreements with certain key employees, including the NEOs. These agreements include provisions for severance payments upon a change of control and are designed to promote stability and continuity of senior management. These agreements each include important protections to the Company, including, but not limited to, provisions restricting competition or the solicitation of Company customers and employees and the requirement that the executive sign a release of claims before receiving any of the severance or change in control benefits outlined in the Executive Agreement. Information regarding applicable payments under such agreements for the NEOs is provided under the heading “Potential Payments Upon Termination or Change in Control” below.

2022 Executive Compensation Determinations

Base Salary - In 2021, Pearl Meyer conducted a market analysis of compensation, using available peer and industry index compensation data and surveys, for purposes NEO and other executive officer salary and compensation adjustments in 2022. The Compensation Committee further consulted with Pearl Meyer and considered this analysis and the efforts of Mr. Small towards the Company’s success in 2021 when determining a salary increase for Mr. Small of 6.2% effective April 1, 2022.

In making a recommendation for 2022 salaries for the NEOs, the CEO compared the base salary levels of the other NEOs, excluding Mr. Hileman, with Pearl Meyer’s market analysis and also consulted with Pearl Meyer regarding median executive compensation levels of the peer group. In light of these considerations, Mr. Small recommended salary increases for 2022 for the other NEOs ranging from 3% to 7.5%. After evaluating a number of factors, including performance evaluations, the individual executive’s skills, competencies and experience, and the importance of each executive’s role to the Company, the Committee approved the CEO’s recommendations, all of which were effective January 1, 2022. Mr. Hileman’s salary was re-aligned in 2021 in connection with his transition from CEO to Executive Chair and no changes were made to his base salary for 2022.

2022 Short-Term Incentive Compensation - The 2022 Short-Term Incentive Plan corporate performance goals, the associated threshold, target and maximum payout levels, and actual performance levels are detailed in the following table:

Award Component	Threshold (50% Payout)	Target (100% Payout)	Maximum (150% Payout)	Actual Performance	Adjusted Payout Percentage
Net Income	$111,989,600	$114,861,128	$117,732,656	$102,186,921	0.0%
PTPP Income (1)	$150,383,273	$153,997,017	$157,610,762	$141,383,846	0.0%
Efficiency Ratio	53.48%	50.98%	48.48%	53.68%	0.0%
Average Loan Growth (2)	3.50%	8.92%	11.00%	12.84%	150.0%
Average Deposit Growth (3)	0.46%	0.92%	1.38%	3.38%	150.0%
⁽¹⁾ Represents pre-tax pre-provision income. ⁽²⁾ Average loan growth represents growth in average balances including loans held for sale but excluding PPP compared to 2022. ⁽³⁾ Average deposit growth represents growth in average balances excluding brokered deposits compared to 2022.

The Company’s actual performance under the 2022 Short-Term Incentive Plan goals shown above resulted in a blended payout of 60% for the corporate components. The Committee reviewed various information when evaluating the Company’s actual results against the originally defined corporate goals under the Short-Term Incentive Plan, including information regarding (1) the impact of the Small Business Administration Paycheck Protection Program, (2) the Company’s credit quality, and (3) the external environment for interest rates and residential mortgage secondary market. The Committee also discussed the Company’s quality of earnings and the impact management’s actions had on the outcome for 2022. Additional consideration was given to the overall execution by

management of the operating plan against the approved 2022 budget. The Committee concluded that no adjustments would be made.

In addition to the corporate performance goals, a portion of each 2022 short-term incentive award is attributable to the satisfaction of individual performance goals for each of the NEOs. Each participant’s individual component award is based on their performance against specific business objectives and initiatives falling under their direct responsibility over the course of the year. The final individual component payouts for 2022 were (1) 100% for Mr. Small, (2) 143% for Mr. Nungester, (3) 160% for Ms. Shaver, and (4) 127% for Mr. Chandhok. Mr. Hileman did not participate in the short-term incentive plan in 2022.

The weighting of the corporate performance goals and the individual performance goal component for each executive officer is determined at the beginning of the performance period. The relative weighting of the goals for each participating NEO in 2022 was:

Short Term Incentive Award Component	Gary Small	Paul Nungester	Tina Shaver	Varun Chandhok	Matthew Garrity
Net Income	15.00%	14.00%	14.00%	10.00%	14.00%
PTPP Income	15.00%	14.00%	14.00%	10.00%	14.00%
Efficiency Ratio	15.00%	14.00%	14.00%	10.00%	14.00%
Average Loan Growth	22.50%	21.00%	21.00%	15.00%	21.00%
Average Deposit Growth	7.50%	7.00%

SEC Form DEF 14A filed by Premier Financial Corp.