FDEF » Topics » Base Salary

This excerpt taken from the FDEF DEF 14A filed Mar 25, 2009.

Base Salary

First Defiance provides 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.

The 2008 base salary for Mr. Small, the Company’s Chief Executive Officer, was set at $301,246 for 2008. This represents an increase of 8% from the 2007 base salary and is a continuation of the decision made in 2006 to gradually increase the CEO’s base salary to a level more consistent with the peer group median.

Base salaries for Named Executive Officers other than Mr. Small are determined based upon recommendations made by the Chief Executive Officer. The Chief Executive Officer generally compares the base salary levels of the other Named Executive Officers with the median levels of public companies of similar asset size and geographic location to First Defiance. Salary information provided in the America’s Community Bankers Compensation and Benefits Survey, the Ohio Bankers’ League Compensation and Benefits Survey and the SNL Bank and Thrift Director Compensation Review were utilized for setting 2008 salaries. General market conditions in the First Defiance market area, experience and performance levels of the Named Executive Officer and the guidelines for percentage increases that the Board establishes overall for all employees of First Defiance were also considered.



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