DEF 14A 1 ny20003140x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	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)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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601 Clinton Street

Defiance, Ohio 43512

(419) 782-5015

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 26, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (“Annual Meeting”) of Premier Financial Corp. (“Premier”) will be held on April 26, 2022, 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/PFC2022. The Annual Meeting will be held for the following purposes, all of which are more completely set forth in the accompanying Proxy Statement:

(1)	To elect four (4) directors;

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

(3)	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 2022; and

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

The Board of Directors has fixed February 28, 2022, 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 26, 2022

The Proxy Statement for the 2022 Annual Meeting of Shareholders and the 2021 Annual Report to Shareholders, which includes the Form 10-K for the year ended December 31, 2021, are both available at www.proxyvote.com using your 12-Digit Control Number and may also be obtained upon written request to Premier Financial Corp., Shannon M. Kuhl, Secretary, 601 Clinton Street, Defiance, Ohio 43512.

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 Chairman

March 10, 2022

Defiance, Ohio

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Proxy and Annual Meeting Summary			1
Attending the Annual Meeting			1
Proxies			2
Voting Rights			2
Required Vote and Voting Recommendation			2
Our Director Nominees and Continuing Directors			3
Corporate Governance Highlights			4

Proposal 1 – Election of Directors			5
Composition of the Board			5
Nominees for Election at this Annual Meeting			6
Continuing Directors with Terms Expiring at the 2023 Annual Meeting			7
Continuing Directors with Terms Expiring at the 2024 Annual Meeting			9

Environmental, Social and Other Governance Matters			12
Environmental			12
Social			13
Supporting Local Communities			13
Human Capital Management			13
Diversity. Equity and Inclusion			13
Governance			14
Director Independence			14
Board Diversity			14
Board Leadership Structure			14
Board’s Role of Risk Oversight			14
Board’s Role in Strategic Planning			15
Board Meetings			15
Board Committees			15
Compensation Committee Interlocks and Insider Participation			18
Communicating with Directors			18
Corporate Governance Guidelines			19
Anti-Hedging Policy			19
Related Person Transactions			19

Director Compensation			20

Executive Officers			21

Compensation Discussion and Analysis			23
2021 Performance Summary			23
Compensation Philosophy and Objectives			23
Advisory Vote on Executive Compensation			24
Roles of the Committee and Chief Executive Officer in Compensation Decisions			24
2021 Executive Compensation Components			25
Base Salary			25
Performance Based Incentive Compensation			26
Merger Related Impacts			29
Clawback Policy			30
Retirement Benefits			30
Perquisites and Other Personal Benefits			30

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Employment and Change in Control Agreements			30
Section 162(m)			31
CEO Pay Ratio			31

Compensation Committee Report			31

Executive Compensation			32
Summary Compensation Table			32
2021 Grants of Plan-Based Awards			33
Outstanding Equity Awards at Fiscal Year-End 2021			34
Option Exercises and Stock Vested in 2021			34
Nonqualified Deferred Compensation			34
Potential Payments Upon Termination or Change in Control			35

Proposal 2 – Non-Binding, Advisory Vote on Executive Compensation			41

Beneficial Ownership			42
Security Ownership of Certain Beneficial Owners			42
Beneficial Ownership of Management			43

Delinquent Section 16(a) Reports			44

Proposal 3 – Ratification of the Appointment of Crowe LLP as Our Independent Registered Public Accounting Firm for 2022			44

Independent Registered Public Accounting Firm			44
Audit Fees			44

Audit Committee Report			44

Other Matters			45

Shareholder Proposals			46

Annual Reports and Financial Statements			46

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601 Clinton Street

Defiance, Ohio 43512

2022 ANNUAL MEETING OF SHAREHOLDERS

April 26, 2022

PROXY STATEMENT AND ANNUAL MEETING SUMMARY

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 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on April 26, 2022, 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 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/PFC2022. Be sure to have your 12-Digit Control Number to enter the Annual Meeting. The Proxy Statement and related materials were first made available to shareholders of Premier on or about March 10, 2022 and we expect to begin mailing these proxy materials to the shareholders of Premier on or about March 17, 2022.

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 26, 2022
	The Proxy Statement for the 2022 Annual Meeting of Shareholders and the 2021 Annual Report to Shareholders, which includes the Form 10-K for the year ended December 31, 2021, are both available at www.proxyvote.com using your 12-Digit Control Number and may also be obtained upon written request to Premier Financial Corp., Shannon M. Kuhl, Secretary, 601 Clinton Street, Defiance, Ohio 43512.

Attending the Annual Meeting

We will be hosting the Annual Meeting live via the Internet. A summary of the information you need to attend the Annual Meeting online is provided below:

•	Any shareholder can attend the Annual Meeting live via the Internet at

www.virtualshareholdermeeting.com/PFC2022.

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

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

•	Please have your 12-Digit Control Number to enter the Annual Meeting.

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/PFC2022.

•	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.

•	Webcast replay of the Annual Meeting will be available until April 27, 2023.

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Proxies

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 (1) FOR the director nominees identified in Proposal 1 herein, (2) FOR the approval of our executive compensation, (3) FOR the ratification of the appointment of Crowe LLP (“Crowe”) as our independent registered public accounting firm for 2022 and (4) 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.

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 601 Clinton Street, Defiance, Ohio 43512; (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.

Voting Rights

Only our shareholders of record at the close of business on February 28, 2022 (the “Voting Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. On the Voting Record Date, there were 35,816,534 common shares issued and outstanding. We have no other class of equity securities outstanding that are entitled to vote at the Annual Meeting. The presence, either in person or by proxy, of at least a majority of our outstanding shares entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted in determining the presence of a quorum.

Required Vote and Voting Recommendation

You are entitled to cast one vote for each share owned. Below are specifics regarding the vote requirement for each proposal:

For Proposal 1, the election of directors at the Annual Meeting, director nominees will be elected by a plurality of the votes cast. Our Articles of Incorporation do not permit shareholders to cumulate votes in the election of directors. Abstentions and broker non-votes will not affect the plurality vote required to elect directors. The Board of Directors recommends that you vote for each nominee for director.

Proposal 2 to approve our executive compensation and Proposal 3 to ratify the appointment of Crowe each requires that the number of votes cast in favor of the proposal exceed the number of votes cast against it. Because abstentions will not be counted as votes cast at the Annual Meeting, they will not affect either of these proposals. Similarly, broker non-votes will not affect Proposal 2. Proposal 3 is a “discretionary” item, so it will not have broker non-votes. The Board of Directors recommends that you vote in favor of both Proposal 2 and Proposal 3.

Because the proposals to approve our executive compensation and ratify the appointment of Crowe as our independent registered public accounting firm are advisory, they will not be binding upon the Board or the Company. However, the Compensation Committee will take into account the outcome of votes when considering future executive compensation arrangements. Further, if the appointment of Crowe is not ratified by the shareholders, the Audit Committee may re-consider its selection of Crowe as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposals 1 and 2 are not “discretionary” items. If your shares are held in “street name,” you must provide instructions to your brokerage firm in order to cast a vote on these proposals. The ratification of the appointment of Crowe is considered a “discretionary” item, so your brokerage firm may vote in its discretion on your behalf if you do not furnish voting instructions.

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Our Director Nominees and Continuing Directors

You are being asked to vote on the election of four (4) director nominees listed below. We also included some relevant information on our continuing directors. Detailed information about each nominee’s and continuing director’s background, skills and expertise can be found under Proposal 1 – Election of Directors.

Director Nominees

Zahid Afzal

✔

Louis M. Altman

✔

Terri A. Bettinger

✔

John L. Bookmyer

✔

Continuing Directors

Lee Burdman

✔

Jean A. Hubbard

✔

Charles D. Niehaus

✔

Mark A. Robison

✔

Richard J. Schiraldi

✔

Marty E. Adams

✔

Donald P. Hileman

✔

Nikki R. Lanier

✔

Gary M. Small

✔

Samuel S. Strausbaugh

✔

The following table summarizes certain self-identified characteristics of our directors, 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.

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	—

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Corporate 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.

Board and Governance Information
Size of Board			14
Number of Independent Directors			12
Average Age of Directors			60
Board Meetings Held in 2021			9
Director Terms			3 years
Separate Chair and CEO			Yes
Number of Times Independent Directors Met without Management in 2021 (excluding regular executive sessions during Board and Committee meetings)			2
Annual Board Evaluations			Yes
Annual CEO Evaluation			Yes
Board Orientation and Continuing Education			Yes
Codes of Ethics for Directors, Officers and Employees, which includes confidentiality policies			Yes
Board Level Risk Committee			Yes
Stock Ownership Guidelines for Directors and Executive Officers			Yes
Robust Anti-Hedging and Pledging Policies			Yes
Strong Recoupment (“Clawback”) Policy			Yes

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PROPOSAL 1 –ELECTION OF DIRECTORS

Composition of the Board

On January 31, 2020, Premier acquired United Community Financial Corp. (“UCFC”) pursuant to a merger (the “Merger”). As a result of the Merger, the Code of Regulations was amended to provide that the Board be comprised of seven members of the Board of Premier prior to the Merger and six directors designated by UCFC. On January 3, 2022, the Board voted to increase the size of the Board to 14. This Board of 14 directors 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 our wholly-owned banking subsidiary, Premier Bank.

When the Board approved the increase in the size of the Board from 13 to 14 members, the Board voted to elect Nikki R. Lanier to fill the vacancy. Ms. Lanier’s term will expire at the 2024 Annual Meeting of Shareholders of the Company upon the election and qualification of her successor.

The current composition of the Board is:

Directors whose terms expire at the Annual Meeting:			Zahid Afzal
			Louis M. Altman
			Terry A. Bettinger
			John L. Bookmyer

Directors whose terms expire at the 2023 annual meeting:			Lee Burdman
			Jean A. Hubbard
			Charles D. Niehaus
			Mark A. Robison
			Richard J. Schiraldi

Directors whose terms expire at the 2024 annual meeting:			Marty E. Adams
			Donald P. Hileman
			Nikki R. Lanier
			Gary M. Small
			Samuel S. Strausbaugh

We will elect four directors at the Annual Meeting. The director nominees standing for election at the Annual Meeting are Mr. Afzal, Mr. Altman, Ms. Bettinger, and Mr. Bookmyer. Those nominees elected to the Board at the Annual Meeting will serve until our annual meeting in 2025 and until each such person’s successor is duly elected and qualified. If any of the four 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 Marty E. Adams, Zahid Afzal, Louis M. Altman, Terri A. Bettinger, John L. Bookmyer, Lee Burdman, Jean A. Hubbard, Nikki R. Lanier, Charles D. Niehaus, Mark A. Robison, Richard J. Schiraldi and Samuel S. Strausbaugh is “independent” under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). In assessing the independence of directors and the director nominees, the Board considered the business relationships between Premier and its directors or their affiliated businesses, other than ordinary banking relationships. Where business relationships other than ordinary banking relationships existed, including those disclosed under “Related Person Transactions” below, the Board determined that none of the relationships between Premier and their affiliated businesses impaired the directors’ or director nominees’ independence because the amounts involved were immaterial to the directors or to those businesses when compared to their annual income or gross revenues.

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Your Board Recommends That You

Vote FOR The Four Nominees Listed Below.

Nominees for Election at this Annual Meeting:

Louis M. Altman
Age:			53
Director Since:			2020
Committees:			Audit

Business Experience and Specific Qualifications: