UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

Filed by the Registrantx

  ☒                             Filed by a Party other than the Registrant¨

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Check the appropriate box:

Premier Financial Corp.

FIRST DEFIANCE 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):

PROXY STATEMENT 

601 Clinton Street

Defiance, Ohio 43512

(419) 782-5015

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 30, 2019April 29, 2021

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (“Annual Meeting”) of First DefiancePremier Financial Corp. (“First Defiance”Premier”) will be held on Tuesday, April 30, 201929, 2021, at 1:00 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/fdef2018.PFC2021. The Annual Meeting will be held for the following purposes, all of which are more completely set forth in the accompanying Proxy Statement:

The Board of Directors has fixed March 1, 20192021, 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.

BY ORDER OF THE BOARD OF DIRECTORS
Donald P. Hileman,
	President and Chief Executive Officer

March 7, 201911, 2021

Defiance, Ohio

REQUIRED VOTE

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.

Proposal 2 to approve our executive compensation Proposal 3 to determine the frequency of holding a vote on executive compensation, and Proposal 83 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 Proposals 2 or 3. Proposal 82. Proposal 3 is a “discretionary” item, so it will not have broker non-votes.

Proposals 4, 6 and 7 to amend the Company’s Articles of Incorporation to remove the supermajority voting standards for, respectively, amendments to our Code of Regulations, amendments to our Articles of Incorporation and approval of certain business combinations must be approved by at least 75% of the votes entitled to be cast at the Annual Meeting. Abstentions and broker non-votes will be counted as votes “AGAINST” each of these proposals. In addition, Proposal 4 may only be approved if the corresponding amendment in Proposal 5 also receives shareholder approval.

Proposal 5 to amend the Company’s Code of Regulations to remove the supermajority voting standard for amendments to our Code of Regulations must be approved by at least two-thirds of the votes entitled to be cast at the Annual Meeting. Abstentions and broker non-votes will be counted as votes “AGAINST” this proposal. In addition, Proposal 5 may only be approved if the corresponding amendment in Proposal 4 also receives shareholder approval.

Because the proposals to approve our executive compensation, determine the frequency of votes on 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. However, the Compensation Committee will take into account the outcome of votes when considering the frequency of holding votes on executive compensation and 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, 2019.

2021.

Proposals 1-71-2 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.

OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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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.

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PROPOSAL 1

Election of Directors

Composition of the Board

Currently,On January 31, 2020, Premier acquired United Community Financial Corp. (“UCFC”) (the “Merger”) in accordance with the terms of the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated September 9, 2019, between First Defiance and UCFC. As a result of the Merger, the Code of Regulations were amended to provide that the Board consistsbe comprised of seven members of the Board of Premier prior to the Merger and six directors designated by UCFC. This Board of 13 directors and is divided into three classes, with two of the classesClass I having four members, Class II having four members and one classClass III having five 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. We currently have a vacancy in the class of directors whose terms expire at the Annual Meeting due to William J. Small’s retirement on July 31, 2018. We intend to hold this vacancy open while we consider whether another director should be added to the Board. Each of the directors of First DefiancePremier is also a director of our wholly-owned banking subsidiary, First Federal Bank of the Midwest (“First Federal”).Premier Bank.

We will elect four directors at the Annual Meeting. The director nominees standing for election at the Annual Meeting are Mr. Bookmyer, Ms. Bettinger,Adams, Mr. HermanHileman, Mr. Small, and Mr. Reineke.Strausbaugh. Those nominees elected to the Board at the Annual Meeting will serve until our annual meeting in 2022,2024, 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. Each director nominee has consented to act as a director if elected.

The Board has determined that each of Marty E. Adams, Louis M. Altman, Zahid Afzal, Terri A. Bettinger, John L. Bookmyer, Douglas A. Burgei, Thomas K. Herman,Lee Burdman, Jean A. Hubbard, Barbara A. Mitzel, Charles D. Niehaus, Thomas A. Reineke, 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 First DefiancePremier and its directors or their affiliated businesses, other than ordinary banking relationships. Where business relationships

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other than ordinary banking relationships existed, including those disclosed under “Related Person Transactions” below, the Board determined that none of the relationships between First DefiancePremier 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. Although Robert E. BeachMr. Afzal is “independent” under the rules of NASDAQ, the Board has determined he is not “independent” due to his prior position as Executive Vice President and CEOChief Operating Officer of Commercial Bancshares, Inc., which was acquired by the Company on February 24, 2017.UCFC.

Nominees for Election at this Annual Meeting:

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7

Continuing Directors With Terms Expiring at the 2022 Annual Meeting:

8

9

Continuing Directors With Terms Expiring at the 2023 Annual Meeting:

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Continuing Directors With Terms Expiring at the 2020 Annual Meeting:

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participate as a permanent member of the Board’s Executive Committee and to preside over executive sessions of the Board, which are attended by only non-management directors. In addition, Mr. BookmyerSchiraldi is an active liaison between management and our non-management directors and regularly confers with individual non-management directors concerning recent developments affecting the Company. ThroughIn his role as Lead Independent Director, Mr. Schiraldi performs the roleresponsibilities of an active, engagedthe Chairman the Board believes that its leadership structure is appropriately balanced between promoting our strategic development and preserving the Board’s management oversight function.in his absence. The Board also believes that its leadership structure has created an environment of open, efficient communication between the Board and management, enabling the Board to monitor and oversee those matters that may present significant risks to the Company and to maintain an active informed role in risk management.

Board Committees

The Board has five standing committees: Audit, Corporate Governance and Nominating, Compensation, Executive and Risk. The current members of our standing committees as of the date of this proxy statement are named below:

#    - Chairperson

## - Vice ChairpersonAudit Committee

*** -Denotes Rotating ServiceMeetings held in 2020: 8

2020/2021 Committee Members

*Will join the committee effective April 1, 2021.

TheAudit Committee is responsible for: (i) the appointment of our independent registered public accounting firm; (ii) review of the external audit plan and the results of the auditing engagement; (iii) review of the internal audit plan and results of the internal audits; (iv) review of reports issued by our Compliance Officer; (v) review of the effectiveness of our system of internal control, including review ofthe process used by management to evaluate the effectiveness of the system of internal control; and (vi) oversight of our accounting and financial reporting practices. The Audit Committee has adopted a written charter setting forth these responsibilities, a copy of which is

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posted on our website athttp://www.fdef.comwww.premierfincorp.com under the link “Governance Documents.” The Board has determined that John L. BookmyerMark A. Roberson, Richard J. Schiraldi and Samuel S. 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 requirements. All of the Audit Committee members are considered “independent” for purposes of NASDAQ listing requirements and meet the NASDAQ standards for financial sophistication. The Audit

Governance and Nominating Committee met five times

Meetings held in 2018.2020: 3

TheGovernance and Nominating Committeewas established by the Board to ensure that the Board is appropriately constituted and conducts its affairs in a manner that will best serve the Company’s interests and those of our shareholders. Specific duties of the Committee include administering our conflict of interest policy/code of ethics, monitoring the Board’s continuing education and self-assessment process, nominating directors to the Board, and conducting an annual assessment of the Board as a whole, including an assessment of Board composition and committee assignments. The Governance and Nominating Committee develops, with management, the materials discussed and presented at the board strategic planning meeting. The Governance and Nominating Committee maintains a robust process for succession planning for the CEO as well as for other executive-level positions. The Governance and Nominating Committee maintains both an emergency plan and a long-range succession plan. The plans are reviewed at least annually by the Governance and Nominating Committee. The Governance and Nominating Committee has adopted a written charter setting forth its responsibilities, a copy of which is posted on our website athttp://www.fdef.comwww.premierfincorp.com under the link “Governance Documents.” The

Pursuant to the Merger Agreement, at the effective time of the Merger, Premier’s Code of Regulations was amended and restated to provide that the Board would consist of 13 directors: (i) Mr. Hileman, Mr. Bookmyer and five other persons who served as directors of Premier or Premier Bank immediately prior to the effective time of the Merger Agreement (the “Premier related directors”) and (ii) Mr. Small, Mr. Schiraldi, and four other persons who served as directors of UCFC or Home Savings Bank immediately prior to the effective time of the Merger Agreement (the “UCFC related directors”). If, prior to the second anniversary of the “succession date” (as defined in the Code of Regulations), which has been set as April 1, 2021, any of the initial Class I, II or III 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 in the Code of Regulations, provided that such individual is reasonably agreeable to the Governance and Nominating Committee met four times in 2018.accordance with the good faith execution of its duties.

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The Governance and Nominating Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, having business experience, and exhibiting high moral character. Although the Committee does not have a formal diversity policy in place, the Committee seeks to promote a diverse set of viewpoints and business experience in the Board’s membership. The Committee retains the right to modify these minimum qualifications from time to time as circumstances dictate. The Committee has a general process for choosing nominees, which process considers both incumbent directors and new candidates. In evaluating an incumbent director whose term of office is set to expire, the Committee reviews such director’s overall service to us during his or her term, including attendance at meetings, participation and quality of performance. If the Committee chooses to evaluate new director candidates, the Committee uses its network of contacts to compile a list of potential candidates. Then, the Committee determines whether such candidates are independent, which determination is based upon applicable securities laws. Finally, the Committee meets to discuss and consider all candidates’ qualifications and then chooses those candidates who will be proposed as director nominees to the full Board. The Governance and Nominating Committee considers the following criteria in proposing director nominees to the full Board: (1) independence; (2) high personal and professional ethics and integrity; (3) ability to devote sufficient time to fulfilling duties as a director; (4) impact on diversity of the Board, including skills and other factors relevant to our business; and (5) overall experience in business, education, and other factors relevant to our business.

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 notice must set forth the name, age, business address and residence address (if available) of the nominee and the number of shares that are beneficially owned by the nominee. Also, the shareholder making the nomination must promptly provide any other information reasonably requested by the Governance and Nominating Committee. This Committee does not alter the manner in which it evaluates candidates, including the minimum criteria set forth above, when evaluating a candidate who was recommended by a shareholder. No director nominations were received from shareholders for the election of directors at the Annual Meeting.

Compensation Committee

*Will join the committee effective April 1, 2021.

TheCompensation Committee is responsible for overseeing our compensation programs, including base salaries, long-term incentive compensation, equity-based compensation, perquisites and benefit plans. The Committee also administers the process for evaluating our Chief Executive Officer and recommends to the Board the compensation for directors (including committee member and committee chair’s fees, equity-based awards and other similar items, as appropriate). The Committee

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regularly uses the services of an independent executive compensation consulting firm Pay Governance, to fulfill its responsibilities for evaluating and establishing the compensation program for the Company’s executive officers. In 2018,2020, the Committee engaged Pay GovernancePearl Meyer & Partners, LLC (“Pearl Meyer”) to review and analyze our executive compensation program, including salaries for our directors, CEO, CFO Chief Risk Officer and Community Banking President/Chief Lending Officer of First Federal,other key executives, to provide a study of comparative compensation data derived from the Company’s peer group and to advise the Committee on developing governance trends among such peer group. Pay GovernancePearl Meyer reports directly to the Compensation Committee and serves at the discretion of the Committee, although the CEO has consulted directly with Pay GovernancePearl Meyer regarding the compensation of executives among our peer group in recommending 20182020 salaries for our remaining executive officers. The Committee has the sole authority to appoint, compensate and oversee Pay Governance,Pearl Meyer, including responsibility for evaluating Pay Governance’sPearl Meyer’s independence and establishing its fees and retention terms. In retaining Pay GovernancePearl Meyer for fiscal year 2018,2020, the Committee assessed Pay Governance’sPearl Meyer’s independence pursuant to the applicable rules of the Securities and Exchange Commission and determined that Pay Governance’sPearl Meyer’s services for the Compensation Committee did not raise any conflict of interest. In addition, Pay GovernancePearl Meyer did not provide any additional services to the Company other than the services to the Compensation Committee in fiscal year 2018.2020. Further description of the Compensation Committee’s responsibilities and the role of Pay GovernancePearl Meyer in determining executive compensation is set forth under “Compensation Discussion and Analysis” below. The Compensation Committee has adopted a written charter setting forth its responsibilities, a copy of which is posted athttp://www.fdef.comwww.premierfincorp.com under the link “Governance Documents.” All of the Compensation Committee members are considered “independent” for purposes of NASDAQ listing requirements. The Compensation

Executive Committee met three times

Meetings held in 2018.2020: 1

*Titles effective April 1, 2021.

TheExecutive 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. As Chairman of the

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Board, Mr. Bookmyer servesserved as Chairman of the Executive Committee. Mr. BookmyerCommittee in 2020 and will continue in this capacity through March 31, 2021. Mr. Hileman will serve as permanent members. The remaining directors serve onthe Chairman of the Executive Committee on a rotating basis during the year. The Executivebeginning April 1, 2021.

Risk Committee met one time during 2018.

Meetings held in 2020: 5

TheRisk Committeewas established by the Board of Directors to assist the Board in fulfilling its oversight responsibilities with regard to the risk appetite of the Company and the risk management and compliance framework and the governance structure that support the Company. The Risk Committee has adopted a written charter setting forth these responsibilities, a copy of which is posted on the Company’s website athttp://www.fdef.comwww.premierfincorp.com under the link “Governance Documents.” The Risk Committee met four times during 2018.

Compensation Committee Interlocks and Insider Participation

Mr. Adams, Ms. Bettinger, Mr. Burdman, Ms. Hubbard, Mr. Schiraldi (ex officio) and Mr. Bookmyer Ms. Hubbard, Ms. Bettinger and Mr. Strausbaugh(ex officio) served on the Compensation Committee during 2018.2020. There were no Compensation Committee interlocks or insider (employee) participation during 2018.

2020.

Board and Board Committee Meetings

Our Board holds regular meetings each quarter. First Federal’sPremier Bank’s Board of Directors meets twice each quarter. Special meetings of the Boards are held from time to time as needed. There were five 15meetings of the Board of Directors of First DefiancePremier and ten14 meetings of the Board of Directors of First FederalPremier Bank held during 2018.2020. All of our directors attended at least 75% of the total number of meetings of the Board of Directors of First DefiancePremier or First Federal,Premier Bank, as applicable, and meetings held by all committees of the Board on which the director served during 2018.

2020.

Neither the Board nor the Corporate Governance Committee has implemented a formal policy regarding director attendance at our annual shareholder meetings. In 2018,2020, all thirteen of our then incumbent directors attended the annual meeting.

Non-management directors met two2 times in executive session in 2018.2020.

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Director Compensation

The table below provides information concerning our director compensation for the fiscal year ended December 31, 2018.2020. Employee directors are not paid for Board service. Each non-employee director received an annual retainer of $31,000$70,000 in 2018,2020, except that the non-employee Chairman received a retainer of $56,000.$105,000 and the non-employee Vice Chairman received a retainer of $80,000. The Company pays directors $10,000$35,000 of the annual retainer in First Defiance stockPremier shares and the remainder in cash.cash, other than the non-employee Chairman who received $52,500 in Premier shares. The Company uses a 20 day20-day average stock price when calculating the number of shares to be issued. Committee chairs received an additional annual retainer as follows: (1) Audit Committee – $5,000;$10,000; (2) Compensation Committee – $5,000; (3) Risk Committee – $5,000; and (4) Corporate Governance and Nominating Committee – $3,500. In addition,$5,000. Other Committee members received additional retainers as follows: (1) Audit Committee - $5,000; (2) Compensation Committee - $2,500; (3) Risk Committee - $2,500; and (4) Governance and Nominating Committee - $2,500. Mr. Altman, Mr. Afzal, Ms. Bettinger and Ms. Hubbard also served as members of the Trust Committee of Premier Bank and received additional retainers of $1,250 each non-employee director received $750 for each board meeting attended for either First Defiance or First Federal.with Ms. Hubbard receiving an additional $1,250 as chair. Mr. Robison, Mr. BeachAltman and Mr. Burgei, as well as Mr. Small until his retirement,Niehaus were also directors of First Insurance Group of the Midwest, Inc., and they received $500 foran additional retainer of $1,250 each First Insurance board meeting attended. Non-employee directors also received compensation for each committee meeting attendedwith Mr. Robison receiving an additional $1,250 as follows: (1) Audit Committee – $500; (2) Compensation Committee – $500; (3) Executive or First Federal Executive Loan Committee meetings – $200; and (4) other First Defiance and First Federal Board committees – $500.

chair.

Our directors may defer their retainer and/or meeting fees payable to them under the First Defiance Financial Corp. Deferred Compensation Plan.Plan (the “First Defiance Deferred Compensation Plan”). The returns on the amounts deferred are dependent on the investment elections made by the director. The directors’ choices include a number of mutual funds and an account of our common shares. Returns under the plan are calculated to mirror these elections. Because these earnings are denominated in our shares or mutual fund equivalents, such earnings are not considered to be preferential or above market and are not reported in the table below. Also, no 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 5 times the annual retainer of $31,000$35,000 in shares of First Defiance.Premier. The Company allows for the payment of directors fees in either cash or stock at the election of the individual director.    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.

201818

2020 Director Compensation

*This director retired effective January 31, 2020 upon completion of the Merger, and his/her fees reflect only one month of service.

**These directors joined Premier upon the closing of the Merger on January 31, 2020, so they did not receive fees for January 2020.

Communication with Directors

The Board has adopted a process by which shareholders may communicate with the 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 Chairman 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

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Guidelines will be periodically reviewed and modified as deemed appropriate by the Board. The Guidelines can be found on the Company’s website athttp://www.fdef.comwww.premierfincorp.comunder the link “Governance Documents.”

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’s Role in Risk Oversight

The Board’s function of overseeing risk is handled primarily by the 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 is focused onprovides oversight related to identifying, quantifying, minimizing and minimizingmanaging 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. First FederalPremier Bank also has a standing OfficerEnterprise Risk Management Committee, Compliance Committee, Information Technology Steering Committee, Special Assets Committee, and Asset ReviewInformation Security, CRA & Fair Lending Committee that meet regularly to provide governance structure and input into our Risk Management Process. The minutes and findings of these committees are presented to the Risk Committee.

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EXECUTIVE OFFICERS

The following table sets forth the name of each current executive officer, other than Mr. Hileman and Mr. Small, whose information is set forth above, and the principal position and offices he or she holds with First DefiancePremier or First Federal.Premier Bank.

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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 named executive officers (“Named Executive Officers”), as identified in the Summary Compensation Table below.

2020 Performance Summary

Our goal is to becomecontinue to be a high-performing community-focused financial institution, meeting or exceeding the 75^th 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.

The following Compensation DiscussionMerger closed on January 31, 2020 and Analysis describescreated a $6.3 billion financial services company with branches and loan production offices located within a five state area. As of December 31, 2020, the material elementsCompany had assets of compensation of our executive officers identified in$7.2 billion.

Although the Summary Compensation Table (“Named Executive Officers”).Merger impacted the Company’s performance measurements for 2020, we continued to produce strong annual performance results on a core basis adjusted for merger-related provision and other costs. Highlights from fiscal 2020 include:

For the three-year period ending December 31, 2018,2020, our cumulative growth in core earnings per share was 60%56%. ThisOur performance was mainly due todriven by a strong three yearthree-year average core return on assets of 1.28%1.52%, while successfully executing onand our successful execution of our organic and acquisition growth strategies. EmphasizingBy emphasizing growth opportunities in our metro markets, our three-year compoundcompounded growth in total assets was 34% with organic growth of 18%. Due to the impact of the market downturn in assets was 7%, which was supplemented with two strategic acquisitionsresponse to the COVID-19 pandemic in 2017. The acquisition of Commercial Bancshares, Inc. added approximately $350 million in assets, expanded our footprint, and provided enhanced efficiency opportunities. The acquisition of Corporate One Benefits Agency, Inc. enhanced our employee benefit offerings and expanded our insurance business presence into adjacent markets. Over this same2020, three-year period, First Defiancetotal shareholder returns were generally negative for financial institutions. However, Premier shares posted a total return to shareholders of 38.3%.-2.70%, which compares favorably to a total return of -7.77% for our peer group set forth below.

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. Consistent with that philosophy, our executive compensation packages include both cash and stock-based compensation that reward performance as measured against predetermined goals. The Compensation Committee (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 thea range around median compensation overall and by component paid to similarly situated executives of peer companies, both overall and by component is generally what the Committee considers competitive. The Committee considers multiple factors such as experience, leadership ability, and breath of responsibility in determining the process of adjusting compensation on an individual basis.

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The Board encourages ownership of FDEFPFC shares by its executive management in order to align with shareholders, which is why a significant part of each Named Executive Officer’s compensation package is paid in equity.equity, particularly associated with the Long Term Incentive Plan. The Board prohibits executive officers 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, thePremier’s insider trading policy prohibits executive officers from entering into speculative transactions involving our shares, including any hedging, short sales, puts, calls, swaps, forward contracts, or other derivative securities. The Committee also has established share ownership guidelines for executives as follows:

Advisory Vote on Executive Compensation

At our 20132020 annual meeting, our shareholders approved holding annual votes on our executive compensation. The feedback provided by our shareholders through this advisory vote, in addition to investor feedback we receive through the Company’s shareholder engagement throughout the year, provides invaluable information forto the Board and the Committee. TheBecause of the value that we place on investor feedback, the Company maintainsstrives to maintain open communication with its shareholders, including through participation at investor conferences. In 2018,2020, executive management hosted an investor visit arranged by Sandler O’Neill, as well as participated in several key virtual investor conferences throughout the year, including the Piper Sandler East Coast Financial Services Conference, the KBW Winter Financial Services Symposium, the KBW Annual Community Bank Investor Conference in New York, New York and the Raymond James U.S. Bank Conference in Chicago, Illinois. NoConference. During these various conferences and communications with investors, no concerns onregarding our executive compensation philosophy or programs were raised by investors from these communications or at either of the conferences.raised. Further, at our 20182020 annual meeting, our shareholders approved our executive compensation with 96.1%more than 97% of the votes cast in favor, indicating that shareholders are strongly supportive of our executive compensation program. Even though the resolution to approve First Defiance’sPremier’s executive compensation is not binding, the Committee considered this overwhelming shareholder support for our existing executive compensation program and, as a result, the Committee made no significant changes were made to the executive compensation for 2018.during 2020 (other than Merger related changes, as described in this CD&A). The Committee will continue to monitor shareholder approval levels going forward.

Roles of the Committee and Chief Executive Officer in Compensation Decisions

The Committee makes all compensation decisions for the Company’s executive officers and Section 16 officers. The CEO and/or the President makes compensation recommendations to the Committee for all Named Executive Officers except himself.and Section 16 officers other than themselves.

20182020 Executive Compensation Components

For the fiscal year ended December 31, 2018,2020, the principal components of compensation for our Named Executive Officers were:

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In the latter part of 2016,February 2020, the Committee engaged Pay Governancean independent compensation consultant, Pearl Meyer, to perform an analysis of compensation for our directors, CEO, President, CFO and Chief Risk Officer.other key executives. The Committee believed that this analysis was important following the Merger as it wanted to ensure it was maintaining competitive salaries in light of the Company nearly doubling in asset size. In conducting this analysis, Pay GovernancePearl Meyer independently developed competitive data for base salaries, short-term incentives, total cash compensation (sum of salary and cash bonus), long-term incentives, equity compensation and total direct compensation (sum of cash compensation and long-term incentives) from: (1) proxies and SECSecurities and Exchange Commission (“SEC”) filings of select peer banks ranging in asset size from $1.3$9.7 billion to $5.4$4.4 billion, with a median asset size of $2.9$5.4 billion, compared to $2.8 billion proforma for First Defiance, with its then pending acquisition of Commercial Bancshares, Inc., (2) Pearl Meyer 2019 National Banking Compensation Survey, (3) American Bankers Association 2019 Compensation and Benefits Survey, (4) other industry surveys, of other banks, and (3)(5) the consulting experience of Pay Governance.

Pearl Meyer. The work also included an analysis of the structure of Premier’s pay program relative to typical market practices for base pay, short term incentive and long term incentive compensation. The data indicated that Premier’s approach to incentive compensation measures reflects that of other financial institutions surveyed. Our short term and long term incentive plans cap awards at 150% of the target opportunity, which is consistent with a majority of the regional, high performing and other banks surveyed.

In 2018,2020, the Committee and management reviewedagreed with the peer group recommended by Pay GovernancePearl Meyer to evaluate the appropriateness of the compensation package for each of First Defiance and First Federal’sour officers, including the Named Executive Officers, Section 16 and other executives, and to evaluate the relative performance measures for the long-term incentive compensation payable under the First DefiancePremier Financial Corp. and Affiliates Incentive Compensation Plan (the “Incentive Compensation Plan”). ThatThe peer group utilized for 2018 is:setting 2020 compensation was:

Compared to the 2017 peer group, Chemung Financial Corp., Isabella Bank Corporation, Mainsource Financial Group, MVB Financial Corp and Premier Financial Bancorp, Inc. were removed and Independent Bank Corporation, LCNB Corp., Merchants Bancorp, and MutualFirst Financial, Inc. were added as a result of the criteria for peers outlined above.

Base Salary

We provide our Named Executive Officers and other employees with a base salary to compensate them for services rendered during the fiscal year. The base salary for each of the Named Executive Officers is generally determined at the beginning of the year.

Based upon Pay Governance’sPearl Meyer’s aforementioned 2016 analysis of peer group compensation practices and their 2017 update on expected peer group merit increases and trends in executive compensation, the Committee in 2018 considered the CEO’s performance review, the 20172019 performance of the Company, the

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successful completion of the Merger, and the cost of living increase in deciding to increase Mr. Hileman’s salary from $450,000$495,000 to $472,000$550,000, or 11.1%, for 2018.

2020.

Base salaries for Named Executive Officers other than the CEO and President are determined based upon recommendations made by the CEO. In making a recommendation for 20182020 salaries, the CEO and President compared the base salary levels of the other Named Executive Officers with data from the ABA Compensation & Benefits Survey, the OBL Bank Compensationpeer group companies and Benefits Survey, the Crowe LLP Compensation Survey andcompensation surveys described above as well as internal pay grades,grades. The CEO and President also consulted with Pay GovernancePearl Meyer regarding the median levels of the peer group above. As a resultgroup. In light of Mr. Hileman’s review of this benchmarking compensation data,these considerations, Mr. Hileman and Mr. Small recommended salary increases for 20182020 for the other Named Executive Officers ranging from 3%8% to 5.5% for Mr. Thompson, Mr. Reisner, Mr. Harris, Mr. Allen13% as compared to the salary such executive was receiving on January 31, 2020. The salary ranges considered the size of the organization post-Merger and Mr. Rose. The recommendation for Mr. Allen also reflected his acceptancethe substantial impact on the size and complexity of a new position with the Company as Market Area Executive for Fort Wayne, Indiana, instead of Executive Vice President, Community Banking President.Company. After evaluating a number of factors, including performance evaluations, the individual executive’s skills, competencies and experience, and the importance of the executive’s role to the Company, the Committee decided to approveapproved the recommendations, all of which were effective February 1, 2020. In addition, for the same reasons noted above, the Committee approved an increase to Mr. Hileman’s recommendations.

Small’s salary of 4.2% to be effective February 1, 2020.

Performance-Based Incentive Compensation

The Board believes that a significant amount of executive officer compensation should be performance-based. Under the Incentive Compensation Plan, we have created opportunities for employees to earn short-term and long-term incentive compensation in the form of both cash and equity awards based on the level of achievement of performance targets that are established each year by the Committee. The Board believes this incentive compensationperformance-based because it aligns with shareholder interests, enables attraction and retention of executive talent, balances risk with rewards and supports the long-term performance goals of the Company. In general,Therefore, under the Incentive Compensation Plan, we have created opportunities for certain 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. In general, for each incentive award, the Committee establishes a threshold, target and maximum bonus 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 bonus calculationaward is zero. If the performance level for a component is between the threshold and target or between the target and the maximum, performance goal, the payout percentage is prorated.prorated based upon linear interpolation.

In 2017,After consultation with Pearl Meyer and consideration of market analysis, the Committee in consultation with Pay Governance, established incentive targets and granted awards for 20182020 under the Incentive Compensation Plan to permit employees who areallow selected as participants to earn a specified “target” percentage of their base salary which is split betweenupon attainment of incentive targets established by the Committee for 2020. With respect to our Named Executive Officers, incentive awards included a short-term award paidpayable in cash andthat is based on the Company’s 20182020 performance, and a long-term equity incentive award paid in equity andthat is based on the Company’s performance for the three–year period from 20182020 to 2020.2022. Both the short-term award and the long-term awardawards can be earned atpayout between 0% and 150% of the specified “target” depending on the level of attainment of the performance objectives.target opportunity. Specific payout amounts and performance criteria for these incentive-basedincentive awards are discussed below.

20182020 Short-Term Executive Incentive Compensation.As authorized under the Incentive Compensation Plan, the Company may grant short-term incentive compensation to key officers, including the Named Executive Officers. At the end of the performance period, these short-term incentive compensation awards are payable in cash based upon the level of achievement with respect to the specified annual performance goals. The goals for each Named Executive Officer are established in conjunction with the Board’s and management’s expectations for the year and weighted for each officer based on the officer’s role within the Company.

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For 2018,2020, the performance goals for the short-term incentive compensation award for the Named Executive OfficersNEOs included three common goals: Earnings Per Share, Efficiency Ratio,corporate goals and individual goals. The corporate goals were: Core Net Income, which would exclude the merger-related provision and other costs; Average Loan Growth, excluding loans held for sale; and Average Deposit Growth.Growth, excluding brokered deposits. The BoardCommittee believes that Earnings Per ShareCore Net Income measures the Company’s profitability consistent with shareholder interests, Efficiency accentuates controlling expenses,while Average Loan Growth and Average Deposit Growth reflectsreflect the organic expansion of our business. The 2018 Earnings Per Share target reflects the 2-for-1 stock split completed in 2018 and represents a 34% increase over the 2017 actual result, while Efficiencycomponents are weighted, Net Income 50%, Loan Growth 25% and Deposit Growth targets both reflect expected improvement25%.

The Committee reviewed various information when evaluating the Company’s actual results against the set goals of the short-term incentive, including information regarding: the Company’s early adoption of CECL, the effects of the Paycheck Protection Program, the Company’s credit quality, the overall operating environment that was significantly impacted by the COVID-19 pandemic, completion of the Merger and completion of the Bank’s systems conversion. The Committee also discussed the Company’s quality of earnings and the impact management actions had on the outcome for 2020. Additional consideration was given to the overall execution by management of the operating plan against the approved 2020 budget. As a result, the Committee made an adjustment to for Merger expenses in excess of budget in the amount of $2.5 million after-tax ($3.1 million pre-tax), which had the effect of lowering the Core Net Income component from 2017 targets.

130% to 104%, with the Average Loan Growth and Average Deposit Growth remaining the same at 142% and 150%, respectively. This resulted in a blended payout of 125% for the corporate components. The adjustment was considered appropriate since the overall level of Merger costs for 2020 came in higher than anticipated primarily based on management decisions during the year. The related payout percentages of the bonus potential for the common corporate goals are described below:

In addition, for 2018,2020, the performance goals for Mr. Reisner,Nungester, Mr. Allen,Liuzzi, Mr. Garrity and Mr. HarrisNohra included an individual performance goal component based on their respective roles and responsibilities inresponsibilities. The CEO and the Company.President both had their entire short-term incentive payout based on corporate performance, with no individual performance component. The criteria for Mr. Reisner’sdetermining each participant’s individual component award was based on his performance were focused onagainst specific business objectives and initiatives falling under his direct responsibility over the performancecourse of the Risk Management Group,year. The final individual component payouts for 2020 were 120%, 115%, 125% and 100% for Mr. Allen the criteria focused on the performance of the Fort Wayne, Indiana metro-market,Nungester, Mr. Liuzzi, Mr. Garrity and for Mr. Harris the criteria focused on the performance of the credit function of the Bank. The performance goals for Mr. Rose were aligned consistent with the 2018 objectives for his role as Director of Strategy Management.Nohra, respectively.

The relative weighting of the goals for each Named Executive Officer is described below:

In 2017,2020, the Named Executive Officers exceeded the Threshold level of performance in all award components except one, net income after allocations and taxes for Fort Wayne.of performance. The Committee reviewed the components and earned payouts and certified the cash payouts at the earnedadjusted level for the short-term incentive compensation. The short-term incentive payouts for the Named Executive Officers ranged between 21%35% and 51%62% of base salary.

The 20182020 target short-term incentive compensation component and actual bonus payout as approved by the Committee for the Named Executive Officers and Mr. Garrity is set forth below:

In addition, Mr. Allen, in his new position as Market Area Executive, Fort Wayne, Indiana was eligible for additional variable pay incentives based on loan production and fee income generated in his market area. In 2018, Mr. Allen earned $17,330 for these components.

20182020 Long-Term Executive Incentive Compensation.In addition to the short-term incentive compensation awards, the Committee may also grant long-term incentive compensation awards under the Incentive Compensation Plan. These long-term awards are intended to reward certain executives whose participation and target award opportunities are approved by the Committee, for increasing the value of the Company through sustained future growth and profitability. Executive incentive awards for each year are generally based upon the actual performance of the Company for the 36 months ending December 31 compared to the actual performance of a peer group during the same 36 month period. At the beginning of a three-year performance period, awards are made in restrictedperformance stock units (“RSUs”PSUs”). Through April 2018, these RSUs wereThese PSUs are issued under our 2010 Equity Incentive Plan and subsequently under our 2018 Equity Incentive Plan. At the end of such three-year performance period, First Defiance’sPremier’s performance is evaluated and each whole or fractional RSUPSU entitles the officerexecutive to receive one FDEFPFC common share for each earned PSU. The actual award that will vest and be payable at the end of the performance period is determined at the end of the performance period based on the level of achievement of the performance goals and the amount of the executive’s average base salary over the performance period. In addition to issuance of common shares to the executive upon certification of performance by the Committee, the executive receives all dividends on the common shares underlying the PSU’s, if any, paid prior to the certification date, whether in cash or in the RSU is settled. form of additional Company common shares.

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In the first quarter of 2018,2020, the Committee established long-term incentive compensation awards for certain executives, including the Named Executive Officers, except for Mr. Allen, with a three-year performance period.period ending December 31, 2022. With respect to these awards, we entered into two Performance-Based Restricted Stock Unita Performance Share Units Award AgreementsAgreement (each a “PSU Award”) with each of the Named Executive Officers other than Mr. Allen: the 2018 Long-term Incentive Equity Plan and the 2018 Long-term Equity Asset Growth Plan.Officers. Pursuant to these agreements,PSU Awards, each officerexecutive was awarded an amount of RSUsPSUs equal to 100% of the Maximum payout under the long-term incentive compensation component of the Incentive Compensation Plan.an anticipated payout. The number of RSUsPSUs granted under the Plan was calculated by taking the maximum incentive payout dollar value dividedfor each executive and dividing it by the 20-dayCompany’s average share closingstock price asfor the 20 trading days prior to the approval of December 31, 2017.PSUs by the Committee, which was $26.48. Under each of these Performance-Based Restricted Stock Unit Award Agreements,PSU Awards, if the officer’sexecutive’s employment terminates for any reason (except for certain circumstances as described in the PSU Award Agreement that has special vesting schedules for death, disability, retirement and change in control) prior to the end of the applicable performance period, the officer forfeits all of the RSUsPSUs subject to the target award for that and any subsequent performance period.

All determination of performance goals achieved, the adjustment attributed to changes in average base salary, the actual award earned, and all other matters are made by the Committee in its sole discretion.

Under the 2018 Long-term Incentive Equity Plan, the 2018-2020The 2020-2022 long-term incentive compensation award target for each of the Named Executive Officers exceptand Mr. Allen,Garrity, is set forth below:

Under the 2018 Long-term Incentive Equity Plan, the29

The awards granted in 2018 have the same payout percentages and components as the awards granted in 2017, and2020 utilize the same peer group established by the Committee as set forth above under the heading “20182020 Executive Compensation Components.” The applicable performance criteria and weighting for the 2018-20202020-2022 performance period are as described below:

Merger Related Impacts

UnderIn connection with the 2018 Long-term Equity Asset Growth Plan, the 2018-2020 long-term incentive compensation award target for eachMerger, Premier entered into a new employment agreement with Mr. Hileman, effective as of the Named Executive Officers, except Mr. Allen, is set forth below:

Under the 2018 Long-term Incentive Equity Plan, the awards granted in 2018 have the payout percentages as described below:

Achievement of the performance levels are determined byMerger, January 31, 2020. The Board considered retention of Mr. Hileman a key priority to ensure a smooth transition through and beyond the close of the Merger and conversion of the Bank’s systems. The new agreement sets forth the terms of Mr. Hileman’s continued service to Premier during a specified transition period following the Merger. In exchange for entering the new agreement and cancelling his prior agreement, Mr. Hileman received a special retention payment of $2.25 million that approximated the amount of the change-in-control severance payment under his prior agreement. Mr. Hileman would have been able terminate his employment upon the closing of the Merger and collect the full change-in-control severance payment. Given his age of 67, it would not have been unreasonable for Mr. Hileman to choose to retire at that time. The Board concluded that transforming the severance payment otherwise due into a retention payment for continuing service would best serve the interests of the Company and its shareholders. In recognition of the retention payment, the new agreement eliminates Mr. Hileman’s eligibility for future severance benefits in the event his employment is terminated other than limited insurance continuation benefits and acceleration of equity vesting.

Also in connection with the Merger, the Committee in its sole discretion, using financial information filed withadopted amendments to outstanding equity award agreements that generally provided for accelerated vesting and settlement at the Securities and Exchange Commission and other sources as available. The Committee reserves the right, in its sole discretion, to make such periodic adjustments as it determines appropriate to the peer group.

For the 2016 long-term incentive compensation awards with a performance period ending on December 31, 2018, the relative weighting of each target and the related payout percentage of the bonus potential are described below:

In 2016, the Committee established an additional performance goal or “kicker” goal applicable to the long-term incentive compensation awards based upon the achievement of growth in total assets, consistent with the Company’s strategic growth objectives. Upon the achievement of this additional goal, the Committee may grant, within its sole discretion, to each Named Executive Officer an additional payout of from 10% to 25% of the target bonus potential under the long-term incentive compensation awards as set forth below:

No additional payout may be granted by the Committee for achievement of this additional performance goal if the Named Executive Officer has achieved the maximum potential payout under such individual’s long-term incentive compensation award based upon the primary performance criteria. The Committee, thus, may not award a payout for achievement of the additional performance goal if such payout would result in an overall payout above the maximum bonus potential. In addition, the Named Executive Officer must achieve the thresholdactual level of performance underfor the primary performance criteria before being eligible to earn any payout based upon the asset growth performance goal.

For the 2016 long-term incentive compensation awards with a performance period ending on December 31, 2018 the payout percentageand 2019 portions of the bonus potential underawards, and at the additionaltarget level of performance goal, subjectfor the 2020 and 2021 portion of the awards. With respect to achievement of threshold levels under the primary performance criteriaMr. Hileman only, however, and limitedin response to the maximum bonus potential undersay-on-pay response of our shareholders, Mr. Hileman’s outstanding equity awards were treated somewhat differently than other participants. The full vesting of his awards was specifically conditioned upon his continued service through the 2016 long-term incentive compensation awards, is described below:

earlier of the date the Board appointed a successor CEO, or June 30, 2021. The Board announced in January of 2021 that, effective April 1, 2021, Mr. Small would transition to the role of CEO and Mr. Hileman would transition to Executive Chairman, which will trigger full vesting of Mr. Hileman’s award.

Clawback Policy

In addition, theThe Board has adopted an incentive compensation clawback policy providing for a three-year review period of the Company’s reported results of the Company to ensure that incentive compensation for all executive officers (including the Named Executive Officers) is paid based on accurate financial and operating data and the correct calculationcalculations of the attainment of performance against incentive targets.goals. The policy provisions allowallows the Company to recover incentive awards previously paid or awarded. A copy of this policy is posted on the Company’s website athttp://www.fdef.comwww.premierfincorp.com under the link “Governance Documents.”

Retirement Benefits

All of our employees, including the Named Executive Officers, are eligible to participate in the First DefiancePremier Financial Corp.Corp 401(k) Employee Savings Plan (the “Savings Plan”). The 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 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 Savings Plan plus 50% of the salary deferrals between 3% and 5% of compensation. All employee contributions to the Savings Plan are fully vested upon contribution, and our matching contribution is vested upon completion of a minimum service requirement. A

In addition, the Named Executive Officers are eligible to participate in the First Defiance Deferred Compensation Plan, which allows deferral of up to 80% of their salary and up to 100% of short term incentive compensation. In addition to the elective deferrals, a group of senior officers including the Named Executive Officers, also are eligible to receive a restoration plan is maintained for Mr. Hileman and Mr. Thompson,benefit under the First Defiance Deferred Compensation Plan which provides for elective deferrals and matching contributions in excess of the Savings Plan caps. The matching contributions under the restoration plan inFirst Defiance Deferred Compensation Plan for fiscal year 20182020 are included in the All Other Compensation column of the Summary Compensation Table and reported under “Company Deferred Compensation Plan Contribution” in footnote 3 to the Summary Compensation Table.

The Named Executive Officers are entitled to participate in the First Defiance Deferred Compensation Plan, which enables the Named Executive Officers to defer up to 80% of their base salary and up to 100% of bonus payments. Investment options within the First Defiance Deferred Compensation Plan reflect those in the Company’s savings planSavings Plan and do not provide any guaranteed or premiumenhanced investment returns. The First Defiance Deferred Compensation Plan is discussed in further detail below under the heading “Executive Compensation — Nonqualified Deferred Compensation” below..

Perquisites and Other Personal Benefits

We provide our Named Executive Officers 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 employees for key positions.executive talent. The Committee periodically reviews the levels of perquisites and other personal benefits provided to Named Executive Officers.

benefits.

In 2018, we2020, Mr. Liuzzi was provided each of the Named Executive Officers, other than Mr. Allen, with the option to receive a $600 monthly automobile allowance, only Mr. Rose exercised the option. We provided Mr. Allen the use of a Company-owned vehicle.allowance. Each Named Executive Officer is eligible, upon relocation, to receive reimbursement for certain reasonable expenses associated with the costs of such relocation. Mr. Allen received $47,882 for relocation assistance in 2018. TheOn a case by case basis, the Company considers reimbursement requests for country club and other social organization membership for its senior officers, including the Named Executive Officers, for certain business purposes.

We also offer an Executive Group Life Post-Separation Plan, which provides death benefits equal to two times the executive’s base salary. All of the Named Executive Officers participateMr. Hileman participates in the Executive Group Life Post-Separation Plan, exceptPlan. The plan is closed to new participants.

The Company pays the premiums for a life insurance policy and a supplemental disability insurance policy for Mr. ThompsonSmall. The life insurance policy provides an extra $1,000,000 death benefit to Mr. Small’s designated beneficiary if he dies between January 20, 2021 and January 19, 2022. The Company has no interest in the life insurance policy. In addition to the disability insurance benefit provided to all employees, the Company also pays the premium for a supplemental disability insurance policy that provides an additional disability benefit of $13,525 per month to Mr. Reisner.

Small after the first 90 days of such disability, continuing until age 67, for a disability beginning before he attains age 64, provided that he remains disabled through that date. This supplemental disability insurance policy also provides a death benefit of $40,575. The value of these perquisites is included in column (g) of the Summary Compensation Table.

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Employment and Change in Control Agreements

We have employment or change of control agreements with certain key employees, including the Named Executive Officers, excluding Mr. Harris.Officers. These agreements include provisions for severance payments upon a change of control and are designed to promote stability and continuity of senior management. Information regarding applicable payments under such agreements for the Named Executive Officers is provided under the heading “Executive Compensation —– Potential Payments Upon Termination or Change in Control” below.

Section 162(m)

Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) of the Internal Revenue Code generally disallowedprohibits us from claiming a deduction on our federal income tax deduction to publicly held companiesreturn for compensation paid to certain “covered employees” in excess of $1 million per covered employee in any year, except to the extent that the compensation in excess of $1,000,000 paid in a given fiscal year to certain current and former executive officers. While the limit qualifiedCommittee carefully considers the net cost and value to Premier of maintaining the deductibility of all compensation, it also desires the flexibility to reward Named Executive Officers and other key employees in a manner that enhances Premier’s ability to attract and retain individuals, as performance-based.

Under the TCJA, the performance-based exception has been repealed and the $1 million deduction limit now applies to (1) anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year, (2) the top three other highest compensated executive officers serving at the end of the taxable year, and (3) any individual who had been a covered employee for any taxable year of the company that started after December 31, 2016. However, the new rules do not apply to remuneration provided pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. Because of ambiguities and uncertaintieswell as to create longer term value for shareholders. Thus, income tax deductibility is only one of several factors the application and interpretation of this transition relief, no assurance can be given thatCommittee considers in making decisions regarding Premier’s compensation intended to satisfy the requirements for exemption from Section 162(m) will avoid the deduction limit. We believe that the amount of compensation paid to our executive officers that can be deducted will decrease compared to prior years.

program.

The Board of Directors has not adopted a formal policy regarding tax deductibility of compensation paid to our executive officers. The Board of Directors may authorize compensation that might not be deductible, and may modify compensation that was initially intended to be exempt from Section 162(m), if it determines that such compensation decisions are in the best interests of the Company and its shareholders.

CEO Pay Ratio

Beginning with the proxy statement for the 2018 Annual Meeting and for each annual meeting thereafter, weWe are required to disclose the median of the total compensation of the Company’s employees, excluding the Company’s CEO, for the last completed fiscal year, the annual total compensation of the Company’s CEO for the last completed fiscal year and the ratio between the foregoing compensation amounts. We identified the median employee by examining the 20182020 total federal taxable compensation through November 30, 2018December 31, 2020 for all individuals, excluding our CEO, who were employed by us on November 24, 201826 2020 (whether employed on a full-time, part-time, or seasonal basis). For such employees, we did not make any assumptions, adjustments, or estimates with respect to total federal taxable compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2018.2020. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table on page ●32 of this Proxy Statement.

For fiscal year 2018,2020, the annual total compensation of our CEO was $1,034,640$3,349,504, which includes a one-time, retention payment to the CEO of $2,250,000 in connection with the Merger (see “Merger Related Impacts” on page 29 of this Proxy Statement), and the annual total compensation for the median employee was $40,647,$44,748, resulting in a ratio of 25.45:74.85:1.0. Without the retention payment, the annual total compensation of our CEO would have been $1,099,504 and the ratio would have been 24.57:1.0.

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COMPENSATION COMMITTEE REPORT

First Defiance’sPremier Financial Corp.’s Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and our annual report on Form 10-K.

Marty Adams, Chairman

Jean A. Hubbard Chairman

Doug A. Burgei, Vice ChairmanLee Burdman

Terri A. Bettinger

John L. Bookmyer

Samuel S. Strausbaugh

February 19, 2019

March 8, 2021

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EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the Named Executive Officers for the fiscal years ended December 31, 2018, 20172020, 2019 and 2016.2018. The Named Executive Officers include those persons serving as our CEO and CFO during 20182020 and our fourthree other most highly compensated executive officers.

Although Mr. Garrity is not a “Named Executive Officer” for 2020 under applicable SEC rules, we chose to include him in the Summary Compensation Table and the discussion regarding compensation for 2020 given his role and impact at our company. The titles for each executive officer below are as of December 31, 2020.