Velarion · Company Intelligence
Compensation Brief
Fiscal year 2023 · Filings through 2026-04-13

PREMIER FINANCIAL CORP (FDEF)

CEO Gary Small was paid $1,107,726 in fiscal year 2023, ↓ down 4.8% from fiscal year 2022, the 1st percentile of its disclosed peer group (SEC filing 0001140361-24-013910 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,107,726 ↓
Gary Small total, FY2023
1st
CEO pay percentile vs peers
—
CEO-to-median pay ratio
93.68%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Gary Small (President and CEO of Premier and Premier Bank), FY2023 total compensation $1,107,726 (base salary $617,077) [exec_comp, SEC accession 0001140361-24-013910, filed 2024-03-18]

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01

Summary Compensation Table — fiscal year 2023

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Gary Small$617,077$0$309,590$0$119,340$0$61,719$1,107,726
President and CEO of Premier and Premier Bank
Paul Nungester373,86250,000130,566058,669020,523633,620
Executive Vice President and Chief Financial Officer of Premier and Premier Bank
Shannon Kuhl288,79630,000170,685036,659015,156541,296
Executive Vice President and Chief Legal Officer
Varun Chandhok320,8850111,882082,107021,174536,048
Executive Vice President and Chief Information and Operations Officer
Rick Hull330,665065,097087,559045,988529,309
Executive Vice President and Head of Commercial Banking

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2023 totalFY2022 totalFY2021 totalΔ FY2022→2023
Gary Small$1,107,726$1,164,109$1,845,827↓ −56,383
Paul Nungester633,620589,549541,232↑ +44,071
Shannon Kuhl541,296———
Varun Chandhok536,048534,401697,603↑ +1,647
Rick Hull529,309———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against FDEF
No companies currently name FDEF as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2023

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Gary SmallRSU41,985—$1,009,670
Rick HullRSU9,006—217,045
Varun ChandhokRSU2,496—60,154
Shannon KuhlRSU4,946—119,199
Paul NungesterRSU17,731—427,317
Gary SmallRSU17,669—425,823
Varun ChandhokRSU15,121—364,416
Shannon KuhlRSU9,957—239,964
Paul NungesterRSU1,744—42,030
Rick HullRSU846—20,389
05

Incentive-plan design — the Compensation Discussion & Analysis

The Board believes the most effective executive compensation program rewards the achievement of specific annual, long-term, and strategic goals to maximize shareholder value. A significant amount of executive compensation is performance-based to align with shareholder interests, attract and retain talent, and balance risk with rewards, with a focus on equity ownership to align management with shareholders.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantPearl Meyer & Partners, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20242024-04-3022,831,5221,540,012223,34093.68%Passed
20232023-04-2523,395,7671,413,342141,00994.3%Passed
20222022-04-2623,560,699785,030179,10996.78%Passed
20212021-04-2923,986,615606,477352,16997.53%Passed
20202020-04-2823,283,312675,878628,79097.18%Passed
20192019-04-3015,120,478569,849307,20196.37%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20242024-04-3093.68%a
20232023-04-2594.3%b
20222022-04-2696.78%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2023

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Donald P. HilemanEmployee director · Board Chair · Executive (Chair) · Risk · Technology————$176,348$176,348
Richard J. SchiraldiIndependent · Lead Independent Director · Audit · Executive · Governance and Nominating (Chair)62,50035,006———97,506
John L. BookmyerIndependent · Audit · Compensation · Executive · Governance and Nominating51,25035,006———86,256
Charles D. NiehausIndependent · Governance and Nominating · Risk (Chair)50,20235,006———85,208
Samuel S. StrausbaughIndependent · Audit (Chair) · Executive50,00035,006———85,006
Marty E. AdamsIndependent · Compensation (Chair) · Executive · Governance and Nominating48,75035,006———83,756
Terri A. BettingerIndependent · Compensation · Risk · Technology (Co-Chair)46,93435,006———81,940
Jean A. HubbardIndependent · Compensation · Governance and Nominating46,75035,006———81,756
Zahid AfzalIndependent · Risk · Technology (Co-Chair)46,08735,006———81,093
Louis M. AltmanIndependent · Audit · Governance and Nominating46,06235,006———81,068
Mark A. RobisonIndependent · Audit · Compensation45,99135,006———80,997
Nikki R. LanierIndependent · Compensation · Risk45,00035,006———80,006
Lee BurdmanIndependent · Compensation · Risk45,00035,006———80,006
Gary M. SmallEmployee director · Executive · Risk—————0
09

Board fee structure and ownership guideline

Annual cash retainer$70,000
Annual equity retainer$35,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 10,000 / 7,500
Stock ownership guideline$5
09b

Total cost of the board

ComponentFY2023
Cash retainers and fees$584,526
Equity awards (grant-date value)$420,072
All other compensation$176,348
Total cost of the board$1,180,946

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2023

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies PREMIER FINANCIAL CORP names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including PREMIER FINANCIAL CORP.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1First Busey Corporation2025Van Dukeman$918,789$1,939,686$0$1,109,080$4,030,080
2Enterprise Financial Services Corp.2025James Lally930,3681,307,773328,0461,005,6533,620,031
3Northwest Bancshares, Inc.2025Louis Torchio904,034999,99201,369,1003,396,755
4Park National Corporation2025David Trautman770,833900,0360758,0002,977,449
5Lakeland Financial Corporation2025David Findlay739,6541,304,5820393,1282,473,892
6S & T Bancorp, Inc.2025Christopher McComish806,077888,7990620,2992,398,854
71st Source Corporation2025Andrea Short526,3461,054,9770476,1502,190,564
8Univest Financial Corporation2025Jeffrey Schweitzer830,000539,5330663,2342,097,674
9German American Bancorp, Inc.2025D. Neil Dauby770,000517,4640602,5252,068,536
10First Commonwealth Financial Corp.2025T. Michael Price700,000515,7460745,0632,000,604
11Horizon Bancorp, Inc.2025Thomas Prame685,000569,9730601,0881,965,115
12City Holding Company2025Charles Hageboeck699,000404,8670796,8601,922,194
13Great Southern Bancorp, Inc.2025Joseph Turner518,072093,756872,9701,815,277
14QCR Holdings, Inc.2025Todd Gipple430,760490,3890558,1461,713,726
15MidWestOne Financial Group, Inc.2024Charles Reeves646,875400,0030534,0391,611,393
16Midland States Bancorp, Inc.2025Jeffrey Ludwig749,800562,3220194,9561,532,241
17Peoples Bancorp Inc.2025Tyler Wilcox700,000259,1950416,8001,500,327
18PREMIER FINANCIAL CORP2023Gary Small617,077309,5900119,3401,107,726

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
PREMIER FINANCIAL CORPnot disclosedPSU 67 · RSA 33not disclosedPearl Meyer & Partners, LLC
1st Source Corporationnot disclosednot disclosedNoPearl Meyer
City Holding Companynot disclosedPSU 60 · RSU 40Yes — Total Shareholder Return (TSR)McLagan
Enterprise Financial Services Corp.119%PSU 60 · Options 20 · RSU 20Yes — TSRWillis Towers Watson
First Busey Corporationnot disclosedPSU 50 · RSU 50Yes — Total Stockholder Return (TSR)Pearl Meyer
First Commonwealth Financial Corp.163.75%PSU 50 · RSU 50Yes — TSR Relative to PeersMeridian Compensation Partners, LLC
German American Bancorp, Inc.67%RSU 100NoBCG
Great Southern Bancorp, Inc.not disclosedOption 100not disclosedPearl Meyer & Partners, LLC
Horizon Bancorp, Inc.not disclosednot disclosedNoPearl Meyer
Lakeland Financial Corporation106%PSU 60 · RSU 40NoPearl Meyer & Partners
Midland States Bancorp, Inc.40%RSU 100not disclosedPearl Meyer & Partners, LLC
MidWestOne Financial Group, Inc.127.0%PSU 60 · RSU 40not disclosedFrederic W. Cook & Co., Inc.
Northwest Bancshares, Inc.190%PSU 50 · RSU 50Yes — Relative Total Shareholder Return (TSR)Pearl Meyer
Park National Corporationnot disclosedPRSU 100NoPay Governance
Peoples Bancorp Inc.60%RSU 100NoPay Governance
QCR Holdings, Inc.not disclosedRSU 100not disclosedFrederic W. Cook & Co., Inc.
S & T Bancorp, Inc.119%RSU 50 · PRSU 50NoAon
Univest Financial Corporation122.9%PSU 70 · RSU 30NoAon plc

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at PREMIER FINANCIAL CORP in fiscal 2023?
As disclosed, Gary Small (President and CEO of Premier and Premier Bank) was the highest-paid executive at PREMIER FINANCIAL CORP in fiscal 2023, with total compensation of $1,107,726.
How does PREMIER FINANCIAL CORP's chief executive pay compare to its disclosed peer group?
As disclosed, Gary Small's total compensation ranked at the 1st percentile of PREMIER FINANCIAL CORP's disclosed peer group.
How did shareholders vote on PREMIER FINANCIAL CORP's executive compensation?
As disclosed, 93.68% of shareholders supported PREMIER FINANCIAL CORP's executive compensation in the latest say-on-pay vote.
How much does PREMIER FINANCIAL CORP spend in total on board compensation for fiscal 2023?
As disclosed, PREMIER FINANCIAL CORP reported total board compensation of $1,180,946 for fiscal 2023.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Gary SmallDEF 14A2024-03-180001140361-24-013910Section “SUMMARY COMPENSATION TABLE”. As printed: 1,107,726. Filing ↗
2Section 01, Paul NungesterDEF 14A2024-03-180001140361-24-013910Section “SUMMARY COMPENSATION TABLE”. As printed: 633,620. Filing ↗
3Section 01, Shannon KuhlDEF 14A2024-03-180001140361-24-013910Section “SUMMARY COMPENSATION TABLE”. As printed: 541,296. Filing ↗machine: r6 · c7 · span 610847–610854
4Section 01, Varun ChandhokDEF 14A2024-03-180001140361-24-013910Section “SUMMARY COMPENSATION TABLE”. As printed: 536,048. Filing ↗
5Section 01, Rick HullDEF 14A2024-03-180001140361-24-013910Section “SUMMARY COMPENSATION TABLE”. As printed: 529,309. Filing ↗machine: r4 · c7 · span 605093–605100
6Section 08, Donald P. HilemanDEF 14A2024-03-180001140361-24-013910Section “Director Compensation”. As printed: 176,348. Filing ↗machine: span 371156–371244
7Section 08, Richard J. SchiraldiDEF 14A——Section “Director Compensation”. As printed: 97,506.
8Section 08, John L. BookmyerDEF 14A——Section “Director Compensation”. As printed: 86,256.
9Section 08, Charles D. NiehausDEF 14A——Section “Director Compensation”. As printed: 85,208.
10Section 08, Samuel S. StrausbaughDEF 14A2024-03-180001140361-24-013910Section “Director Compensation”. As printed: 85,006. Filing ↗machine: span 380712–380799
11Section 08, Marty E. AdamsDEF 14A2024-03-180001140361-24-013910Section “Director Compensation”. As printed: 83,756. Filing ↗machine: span 362529–362616
12Section 08, Terri A. BettingerDEF 14A——Section “Director Compensation”. As printed: 81,940.
13Section 08, Jean A. HubbardDEF 14A——Section “Director Compensation”. As printed: 81,756.
14Section 08, Zahid AfzalDEF 14A——Section “Director Compensation”. As printed: 81,093.
15Section 08, Louis M. AltmanDEF 14A——Section “Director Compensation”. As printed: 81,068.
16Section 08, Mark A. RobisonDEF 14A——Section “Director Compensation”. As printed: 80,997.
17Section 08, Nikki R. LanierDEF 14A2024-03-180001140361-24-013910Section “Director Compensation”. As printed: 80,006. Filing ↗machine: span 374237–374324
18Section 08, Lee BurdmanDEF 14A——Section “Director Compensation”. As printed: 80,006.
19Section 08, Gary M. SmallDEF 14A2024-03-180001140361-24-013910Section “Director Compensation”. As printed: 0. Filing ↗
20Section 06, 2024 voteForm 8-K2024-05-030000950170-24-052506Item 5.07 · say-on-pay result. As reported: 93.68% (votes for as printed: 22,831,522). Filing ↗
21Section 06, 2023 voteForm 8-K2023-04-280000950170-23-015591Item 5.07 · say-on-pay result. As reported: 94.3% (votes for as printed: 23,395,767). Filing ↗
22Section 06, 2022 voteForm 8-K2022-04-280000950170-22-006480Item 5.07 · say-on-pay result. As reported: 96.78% (votes for as printed: 23,560,699). Filing ↗
23Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
24Section 09b board cost (computed)Computed——Cash 584,526 + equity 420,072 + all other 176,348 = 1,180,946, summed across the director compensation table rows.machine: formula: Σ = 1,180,946
25First Busey Corporation, Section 10b CEO totalDEF 14A2026-04-130000314489-26-000021CEO total compensation as printed in First Busey Corporation's own proxy. As printed: 4,030,080. Filing ↗machine: span 687336–687345
26Enterprise Financial Services Corp., Section 10b CEO totalDEF 14A2026-03-310001025835-26-000079CEO total compensation as printed in Enterprise Financial Services Corp.'s own proxy. As printed: 3,620,031. Filing ↗machine: span 458805–458814
27Northwest Bancshares, Inc., Section 10b CEO totalDEF 14A2026-04-090001193125-26-148973CEO total compensation as printed in Northwest Bancshares, Inc.'s own proxy. As printed: 3,396,755. Filing ↗machine: t125 · r3 · c35 · span 546597–546606
28Park National Corporation, Section 10b CEO totalDEF 14A2026-03-100000805676-26-000025CEO total compensation as printed in Park National Corporation's own proxy. As printed: 2,977,449. Filing ↗
29Lakeland Financial Corporation, Section 10b CEO totalDEF 14A2026-03-050000721994-26-000036CEO total compensation as printed in Lakeland Financial Corporation's own proxy. As printed: 2,473,892. Filing ↗machine: span 916200–916209
30S & T Bancorp, Inc., Section 10b CEO totalDEF 14A2026-03-300001193125-26-131720CEO total compensation as printed in S & T Bancorp, Inc.'s own proxy. As printed: 2,398,854. Filing ↗machine: r2 · c31 · span 570969–570978
311st Source Corporation, Section 10b CEO totalDEF 14A2026-03-130000034782-26-000021CEO total compensation as printed in 1st Source Corporation's own proxy. As printed: 2,190,564. Filing ↗machine: r8 · c33 · span 732069–732078
32Univest Financial Corporation, Section 10b CEO totalDEF 14A2026-03-130000102212-26-000015CEO total compensation as printed in Univest Financial Corporation's own proxy. As printed: 2,097,674. Filing ↗machine: r2 · c51 · span 398636–398645
33German American Bancorp, Inc., Section 10b CEO totalDEF 14A2026-03-180001104659-26-030015CEO total compensation as printed in German American Bancorp, Inc.'s own proxy. As printed: 2,068,536. Filing ↗machine: span 816342–816351
34First Commonwealth Financial Corp., Section 10b CEO totalDEF 14A2026-03-190001193125-26-115933CEO total compensation as printed in First Commonwealth Financial Corp.'s own proxy. As printed: 2,000,604. Filing ↗machine: r4 · c34 · span 658732–658741
35Horizon Bancorp, Inc., Section 10b CEO totalDEF 14A2026-03-200000706129-26-000033CEO total compensation as printed in Horizon Bancorp, Inc.'s own proxy. As printed: 1,965,115. Filing ↗machine: span 583985–583994
36City Holding Company, Section 10b CEO totalDEF 14A2026-03-270000726854-26-000092CEO total compensation as printed in City Holding Company's own proxy. As printed: 1,922,194. Filing ↗machine: r5 · c21 · span 511012–511021
37Great Southern Bancorp, Inc., Section 10b CEO totalDEF 14A2026-03-310002077096-26-000017CEO total compensation as printed in Great Southern Bancorp, Inc.'s own proxy. As printed: 1,815,277. Filing ↗machine: span 320537–320546
38QCR Holdings, Inc., Section 10b CEO totalDEF 14A2026-04-090001171843-26-002356CEO total compensation as printed in QCR Holdings, Inc.'s own proxy. As printed: 1,713,726. Filing ↗machine: span 516480–516489
39MidWestOne Financial Group, Inc., Section 10b CEO totalDEF 14A2025-03-110001412665-25-000046CEO total compensation as printed in MidWestOne Financial Group, Inc.'s own proxy. As printed: 1,611,393. Filing ↗machine: span 451813–451822
40Midland States Bancorp, Inc., Section 10b CEO totalDEF 14A2026-03-230001104659-26-033298CEO total compensation as printed in Midland States Bancorp, Inc.'s own proxy. As printed: 1,532,241. Filing ↗machine: r1 · c35 · span 487815–487824
41Peoples Bancorp Inc., Section 10b CEO totalDEF 14A2026-03-060000318300-26-000104CEO total compensation as printed in Peoples Bancorp Inc.'s own proxy. As printed: 1,500,327. Filing ↗machine: t174 · r4 · c19 · span 1008838–1008848
42PREMIER FINANCIAL CORP (subject), Section 10b CEO totalDEF 14A2024-03-180001140361-24-013910CEO total compensation as printed in PREMIER FINANCIAL CORP's own proxy. As printed: 1,107,726. Filing ↗
43Section 10a, MidWestOne Financial Group, Inc. reciprocityDEF 14A—0001412665-25-000046MidWestOne Financial Group, Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
44Section 10a, Northwest Bancshares, Inc. reciprocityDEF 14A—0001193125-26-148973Northwest Bancshares, Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
45Section 10a, Lakeland Financial Corporation reciprocityDEF 14A—0000721994-26-000036Lakeland Financial Corporation's most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
46Section 10a, S & T Bancorp, Inc. reciprocityDEF 14A—0001193125-26-131720S & T Bancorp, Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
47Section 10a, German American Bancorp, Inc. reciprocityDEF 14A—0001104659-26-030015German American Bancorp, Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
48Section 10a, First Commonwealth Financial Corp. reciprocityDEF 14A—0001193125-26-115933First Commonwealth Financial Corp.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
49Section 10a, Midland States Bancorp, Inc. reciprocityDEF 14A—0001104659-26-033298Midland States Bancorp, Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
50Section 10a, First Busey Corporation reciprocityDEF 14A—0000314489-26-000021First Busey Corporation's most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
51Section 10a, Horizon Bancorp, Inc. reciprocityDEF 14A—0000706129-26-000033Horizon Bancorp, Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
52Section 10a, Enterprise Financial Services Corp. reciprocityDEF 14A—0001025835-26-000079Enterprise Financial Services Corp.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
53Section 10a, QCR Holdings, Inc. reciprocityDEF 14A—0001171843-26-002356QCR Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
54Section 10a, Peoples Bancorp Inc. reciprocityDEF 14A—0000318300-26-000104Peoples Bancorp Inc.'s most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
55Section 10a, Park National Corporation reciprocityDEF 14A—0000805676-26-000025Park National Corporation's most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
56Section 10a, 1st Source Corporation reciprocityDEF 14A—0000034782-26-0000211st Source Corporation's most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗
57Section 10a, City Holding Company reciprocityDEF 14A—0000726854-26-000092City Holding Company's most recent proxy was read; its disclosed peer group does not include PREMIER FINANCIAL CORP. Filing ↗

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