UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Filed by the Registrant ☒ |
Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6e(2))
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under Rule 14a-12
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Community Trust Bancorp, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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☐
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Fee paid previously with preliminary materials.
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COMMUNITY TRUST BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2023
The Annual Meeting of Shareholders of Community Trust Bancorp, Inc. (“CTBI”) will be held on the Fourth Floor of the Community Trust Bancorp, Inc.
Corporate Headquarters, 346 North Mayo Trail, Pikeville, Kentucky, on Tuesday, April 25, 2023 at 10:00 a.m. EDT for the following purposes:
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1.
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To elect a Board of ten directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualify.
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2.
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To ratify and approve the appointment of FORVIS, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending
December 31, 2023.
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3.
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To approve the advisory (nonbinding) resolution relating to executive compensation.
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4.
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To vote on the frequency of the advisory (nonbinding) vote on executive compensation.
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5.
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To transact such other business as may properly come before the meeting or any adjournment thereof.
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Only those holders of stock of record at the close of business on February 28, 2023 are entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
The Board of Directors recommends that you vote FOR each of
the nominees for director, FOR the ratification and approval of the independent registered public accounting firm, FOR the approval of the advisory (nonbinding) resolution relating to executive compensation, 1 YEAR on the
frequency of the advisory (nonbinding) vote on executive compensation, and that you grant discretion on such other business as may properly come before the meeting or any adjournment.
CTBI is furnishing all proxy materials, including the Proxy Card, to our shareholders via direct mail, except for shareholders who have previously
elected to receive their documents via electronic delivery. However, all of the proxy materials listed below may also be obtained over the Internet at http://materials.proxyvote.com/204149:
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Notice of Annual Meeting of Shareholders
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CTBI’s 2022 Annual Report to Shareholders
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Shareholders are cordially invited to attend the Annual Meeting of Shareholders. You may obtain directions to the meeting location by calling our
Investor Relations Department toll-free at (800) 422-1090. We hope you will attend the meeting and vote your shares in person. We will begin mailing and electronically distributing, as applicable, this proxy statement to our shareholders on or about
April 3, 2023. We hope you will join us for our Annual Meeting of Shareholders.
By Order of the Board of Directors
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/s/ M. Lynn Parrish
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/s/ Mark A. Gooch
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M. Lynn Parrish
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Mark A. Gooch
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Chairman of the Board
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Vice Chairman, President, and
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Chief Executive Officer
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Pikeville, Kentucky
April 3, 2023
IMPORTANT
WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE ANNUAL MEETING, PLEASE SUBMIT A PROXY. IN THE EVENT YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES
IN PERSON AT ANY TIME BEFORE YOUR PROXY IS EXERCISED.
Community Trust Bancorp, Inc.
346 North Mayo Trail
Pikeville, Kentucky 41501
PROXY STATEMENT
Annual Meeting of Shareholders
to be held April 25, 2023
INTRODUCTION
This Proxy Statement and accompanying proxy are furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of CTBI for
use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 25, 2023, at 10:00 a.m. (EDT), on the Fourth Floor of the Community Trust Bancorp, Inc. Corporate Headquarters, 346 North Mayo Trail, Pikeville, Kentucky, and
any adjournments thereof. A copy of CTBI’s 2022 Annual Report to Shareholders accompanies this Proxy Statement.
In accordance with rules adopted by the U.S. Securities and Exchange Commission (“SEC”), our proxy materials may also be accessed on the Internet at http://materials.proxyvote.com/204149. The cost of solicitation of proxies will be borne by CTBI. In addition to the use of the mail, proxies may be solicited in person, by telephone,
and other means of communication by directors, officers, and other employees of CTBI, none of whom will receive additional compensation for such services. CTBI will also request brokerage houses, custodians, and nominees to forward soliciting
materials to the beneficial owners of stock held of record by them and will pay the reasonable expenses of such persons for forwarding such materials. This Proxy Statement and the accompanying proxy are first being mailed or given to shareholders of
CTBI on or about April 3, 2023.
RECORD DATE AND VOTING SECURITIES
The Common Stock of CTBI (“Common Stock”) is the only class of outstanding voting securities. Only holders of Common Stock of record at the close of
business on February 28, 2023 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. At the Record Date, there were 17,976,345 shares of Common Stock outstanding. With respect to the election of directors, shareholders have
cumulative voting rights. Accordingly, each shareholder will have the right to cast as many votes in the aggregate as equals the number of shares of Common Stock held by the shareholder multiplied by the number of directors to be elected at the Annual
Meeting. Each shareholder may cast all of his or her votes for one candidate or distribute such votes among two or more candidates. Shareholders will be entitled to one vote for each share of Common Stock held of record on the Record Date with regard
to all proposals and other matters that properly come before the Annual Meeting or any adjournment thereof.
Each proxy, unless the shareholder otherwise specifies, will be voted in favor of the election of the ten nominees for director named herein, for the
approval of the appointment of FORVIS, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2023, for the approval of the advisory (nonbinding) resolution relating to executive compensation, and for 1-year
(annual) frequency of the advisory (nonbinding) vote on executive compensation. Where a shareholder has appropriately specified how the proxy is to be voted, it will be voted accordingly. As to any other matter which may properly be brought before
the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the proxy. Shareholders may vote by mail, by telephone, or over the Internet by
following the instructions on the Proxy Card. A shareholder may revoke his or her proxy at any time prior to its exercise. Revocation may be effected by written notice to CTBI, by a subsequently dated proxy received by CTBI, by oral revocation in
person at the Annual Meeting or any adjournment thereof, or by voting in person at the Annual Meeting or any adjournment thereof.
A majority of the outstanding shares is required to be present, via participation in the Annual Meeting or by proxy, to constitute a quorum to transact
business at the Annual Meeting. Abstentions will be treated as present for purposes of determining a quorum, but as unvoted shares for purposes of determining the approval of any matter submitted to the shareholders for a vote. If a broker indicates
that it does not have discretionary authority as to certain shares to vote on a particular matter, such shares will not be considered as present and entitled to vote with respect to such matter. At the Annual Meeting, brokers and other nominees will
not have discretionary authority with respect to election of directors, approval of the advisory nonbinding resolution relating to executive compensation, or the vote on the frequency of the advisory (nonbinding) vote on executive compensation.
Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to such proposals.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as to each shareholder known by CTBI to beneficially own more than five percent of the Common Stock as of the
Record Date.
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Beneficial Owner
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Amount and Nature
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Percent
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Name and Address
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of Beneficial Ownership
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of Class
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Community Trust and Investment Company
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2,003,308 (1)
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11.1%
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As Fiduciary
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100 East Vine St., Suite 501
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Lexington, KY 40507
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BlackRock Inc.
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1,552,059 (2)
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8.6%
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55 East 52nd Street
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New York, NY 10055
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Dimensional Fund Advisors LP
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1,140,512 (3)
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6.3%
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6300 Bee Cave Road
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Building One
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Austin, TX 78746
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(1)
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The shares indicated are held by Community Trust and Investment Company (“CTIC”), a subsidiary of CTBI, in fiduciary capacities as trustee, executor, agent, or
otherwise. Of the shares indicated, CTIC has sole voting rights with respect to 1,137,085 shares and no voting rights with respect to 866,223 shares. CTIC has sole investment authority with respect to 768,034 shares, shared investment
authority with respect to 92,925 shares, no investment authority with respect to 27,000 shares, and directed investment authority with respect to 1,115,349 shares; 748,412 shares are held by CTBI’s Employee Stock Ownership Plan (“ESOP”) and
366,937 shares are held by the 401(k) Plan. Each participant for whom shares are maintained in his or her ESOP or 401(k) Plan account is entitled to direct the Trustee as to the manner in which voting rights will be exercised with respect to
such shares. The Trustee will vote in its discretion all unallocated shares and all shares for which no voting instructions are timely received.
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(2)
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This information is taken from a Schedule 13G/A filed January 25, 2023 with respect to holdings of BlackRock Inc. subsidiaries as of December 31, 2022. The
Schedule 13G/A reports sole voting power with respect to 1,510,880 shares and sole dispositive power with respect to 1,552,059 shares.
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(3)
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This information is taken from a Schedule 13G/A filed February 10, 2023 with respect to holdings of Dimensional Fund Advisors LP and its subsidiaries as of
December 31, 2022. The Schedule 13G/A reports sole voting power with respect to 1,117,924 shares and sole dispositive power with respect to 1,140,512 shares.
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ELECTION OF DIRECTORS
CTBI’s directors are elected at each Annual Meeting of Shareholders and hold office until the next election of directors or until their successors are
duly elected and qualify. The persons named below have been nominated for election to serve until the next Annual Meeting of Shareholders. All of these individuals currently serve as directors of CTBI.
Charles J. Baird
Franklin H. Farris, Jr.
Mark A. Gooch
Eugenia Crittenden “Crit” Luallen
Ina Michelle Matthews
James E. McGhee II
Franky Minnifield
M. Lynn Parrish
Anthony W. St. Charles
Chad C. Street, DMD, MD
Unless authority to do so is withheld, it is the intention of the persons named in the proxy to vote for the election of each of the nominees listed
above. All nominees have indicated a willingness to serve and CTBI does not anticipate that any of the above nominees will decline or be unable to serve if elected as a director. However, in the event that one or more of such nominees is unable,
unwilling, or unavailable to serve, the persons named in the proxy shall have authority, according to their judgment, to vote for such substitute nominees as they, after consultation with the Board, shall determine. If considered desirable, cumulative
voting will be exercised by the persons named in the proxy to elect as many of such nominees as possible.
The Nominating and Corporate Governance Committee assists the Board in identifying qualified persons to serve as directors of CTBI. The Nominating and
Corporate Governance Committee will evaluate proposed director nominees, including incumbent directors, prior to recommending re-nomination. The Nominating and Corporate Governance Committee selects as candidates for nomination individuals of high
personal and professional integrity and ability who can contribute to the Board’s collective effectiveness in serving the interests of CTBI’s shareholders. Maturity of judgment and community leadership are considered strengths for Board members.
Although the Nominating and Corporate Governance Committee does not utilize a specific or formulaic diversity policy or requirement, it does consider the make-up of the Board as a whole and favorably views Board diversity with respect to the following
attributes: professional and life experience, education, skills, age, race, and gender.
Each of the above-listed nominees has been identified as possessing good judgment, strength of character, and an independent mind, as well as a
reputation for integrity and the highest personal and professional ethics. Each nominee also brings a strong and varied background and set of skills to the Board, giving the Board, as a whole, competence and experience in a range of areas.
Below is the information concerning each of the director nominees, including each nominee’s particular and specific qualifications, attributes, and
skills which led the Board to conclude that he/she should serve as a director. As more fully described below, the nominees for director collectively have skills in areas considered by the Nominating and Corporate Governance Committee to be valuable to
CTBI, including experience in finance, accounting, legal matters, management, operations, and business development and growth, within the financial institutions, energy, and other business sectors.
Charles J. Baird, age 73, was appointed to the Board in 1987. He currently serves as Chairman of the Board’s Corporate Retirement and Employee Benefit
Committee, as Vice Chairman of the Board’s Executive Committee, and as a member of the Risk and Compliance Committee. He is also a director of CTBI’s trust subsidiary, Community Trust and Investment Company (“CTIC”). Mr. Baird has been an attorney
with Baird and Baird, PSC since 1975. He became President of Baird and Baird, PSC in 2009. In addition to his more than forty-seven years of legal and management experience, he has attended seminars on banking law, corporate finance, and numerous
legal matters, has been involved in numerous significant acquisitions during his legal career, and has been a director of many organizations over the years. Mr. Baird has extensive legal experience in the businesses of coal, natural gas, and other
natural resources, including the origination and management of such enterprises. Mr. Baird is currently Chairman of Eastern Kentucky Exposition Center Corporation and Coal Operators and Associates, Inc. He was a member of the Workers’ Compensation
Board Nominating Commission of Kentucky from 1987 until 2010, serving as Chairman for ten years, and resumed service as a member from 2013 to 2016. During his extensive professional career, Mr. Baird has developed relationships with many of our
shareholders, customers, and employees.
Franklin H. Farris, Jr., age 72, was appointed to the Board on February 26, 2019. Mr. Farris serves as Chairman of the Board’s Audit and Asset Quality
Committee and as a member of the Board’s Risk and Compliance Committee and Nominating and Corporate Governance Committee. He is also a director of CTIC and a member of the Loan Committee of CTBI’s banking subsidiary, Community Trust Bank, Inc.
(“CTB”). Mr. Farris served as managing partner of the Louisville office of KPMG LLP (KPMG), an international public accounting firm, from 2004 to 2009. Mr. Farris, a certified public accountant, was an audit partner with KPMG from 1984 until his
retirement, after thirty-seven years of service, in September 2009. In addition to his managing partner role, Mr. Farris maintained a client partner role on a number of accounting and auditing matters, including significant experience with public
companies, as well as those with international operations. Upon his retirement from KPMG, he joined Mountjoy Chilton Medley, a Kentucky-based audit and advisory firm, where he served as an audit partner until 2015. In 2015, he formed Farris Advisory
Services, LLC, where he continues to provide chief financial officer type services to small and medium size businesses. In addition, in 2015, he joined the Bluegrass International Fund, an EB-5 Regional Center, as its Chief Financial Officer. Mr.
Farris is a member of the American Institute of Certified Public Accountants and the Kentucky Society of Certified Public Accountants.
Mark A. Gooch, age 64, was appointed to the Board in January 2022 as Vice Chairman of the Board and President and Chief Executive Officer of CTBI
effective February 7, 2022. He currently serves as Chairman of the Board’s Executive Committee and as a member of the Corporate Retirement and Employee Benefit Committee, in addition to being Chairman of CTB’s Loan Committee. Mr. Gooch also serves as
Chairman of the Board and Chief Executive Officer of CTB and Chairman of the Board of CTIC. Mr. Gooch has been employed by CTBI since 1981 and has held various positions within the company including branch manager, cashier, retail and commercial
lender, Vice President, compliance officer, and President/CEO and Director of First Security Bank & Trust from 1993 until January 1997. He was then named Executive Vice President/Operations of CTB and served in that role until July 1999 when he
was named President and CEO of CTB. Mr. Gooch is a director of the City of Pikeville Economic Development Board, the Big Sandy Area Development District, the Kentucky Chamber of Commerce, CEDAR, Inc., the National Advisory Council for the Christian
Appalachian Project, the Kentucky Pro Football Hall of Fame Board, and the National Advisory Council for the National Community Investment Fund. Mr. Gooch has served on several other boards of directors over the years, including the Kentucky Bankers
Association and the Kentucky Department of Financial Institutions, and he is a Past Chairman of the Pike County Chamber of Commerce and One East Kentucky.
Eugenia Crittenden “Crit” Luallen, age 70, was appointed to the Board in 2020. Ms. Luallen was appointed to the Board of Directors of CTB in 2012 and
served in that capacity until 2014, at which time she was appointed Lieutenant Governor of Kentucky by Governor Steve Beshear. Ms. Luallen was reappointed to CTB’s Board in 2016, and she served as a director of CTB until 2021. She currently serves on the Board’s Audit and Asset Quality Committee and Risk and Compliance Committee and is Chairman of the Compensation Committee. She is also a director of CTIC. Ms. Luallen has
served seven Kentucky Governors and been elected twice to statewide office. During her long career in state government, Ms. Luallen served in a variety of positions with responsibility for financial management and oversight. Ms. Luallen was elected
the state’s Auditor of Public Accounts in 2003 and reelected in 2007, serving a total of eight years. In that position, her office was responsible for auditing all state agencies and county governments. With a then annual budget of over $10 million
and a professional staff of 130, the Auditor’s office examined the management and control of institutions and public works in which the state has financial interest or legal power. Prior to that position, Ms. Luallen served seven years as Secretary of
the Governor’s Executive Cabinet, a position equivalent to chief operating officer for the Commonwealth of Kentucky, whose operations then involved 39,000 full-time employees and a $17 billion annual state budget. During her tenure as Secretary of the
Governor’s Cabinet, she served concurrently for thirteen months as State Budget Director. In that capacity, she guided the state budget office staff in the preparation and implementation of the state’s biennial spending plan. Other gubernatorial
appointments included Secretary of the state’s Finance and Administration Cabinet, which manages the financial resources of the Commonwealth and provides the central coordination for administrative services. Responsibilities of the Cabinet include
investment and debt management, state purchasing, construction of state facilities, property management, and computer services. Most recently, Ms. Luallen was appointed by newly elected Governor Andy Beshear in November 2019 to head the State Budget
Transition Team as part of the gubernatorial transition. Ms. Luallen serves on the Board of Trustees of Centre College, where she chairs the Governance Committee, and as Vice-Chair of the Board of the James Graham Brown Foundation, the state’s largest
philanthropic foundation, and is involved in numerous other civic and charitable activities.
Ina Michelle Matthews, age 52, was elected to the Board in 2021. She has served as a
director of CTB since 2019. She currently serves on the Board’s Corporate Retirement and Employee Benefit Committee, Audit and Asset Quality Committee, and Risk and Compliance
Committee, as well as CTB’s Loan Committee. Mrs. Matthews has served as the President of Childers Oil Company and Double Kwik Convenience Stores since 2012. Childers Oil Company was founded in 1966 and distributes petroleum products and operates
convenience stores throughout Eastern Kentucky and Southwest Virginia. Mrs. Matthews serves on the boards of the National Association of Convenience Stores (NACS) and Georgetown College. She also serves as the Chairman of Letcher County Tourism and
is the founder of the EKY Heritage Foundation with the sole purpose to help tourism and economic development in the Eastern Kentucky region.
James E. McGhee II, age 65, was appointed to the Board in 2005. He currently serves as Chairman of the Board’s Nominating and Corporate Governance
Committee and as a member of the Executive Committee, the Audit and Asset Quality Committee, and the Compensation Committee, along with CTB’s Loan Committee. He is also a director of CTIC. Mr. McGhee was an executive officer of Dyno East Kentucky
(dba Mountain Valley Explosives) from 1995 until 2006 at which time he sold the company and formed Three JC Investments, LLC. As President of Three JC Investments, LLC, he is involved in explosives consulting, natural gas development, and commercial
property. Over the years, Mr. McGhee has started several small businesses involving property and energy. He also served as Executive Director of Dyno Explosives Distributors Association. During his career, Mr. McGhee was responsible for sales,
acquisition, distribution, personnel, and financial reporting for several locations with Coal-Mac, Sandy Valley Explosives, and Mountain Valley Explosives. In addition to Mr. McGhee’s business management experience, he has attended several business
related safety, sales, and management seminars, an accounting for non-accountants seminar, and continuing education classes for directors.
Franky Minnifield, age 63, was appointed to the Board in 2020. He served as a director
of CTB from 1998 until 2021. He currently serves as Vice Chairman of the Board’s Corporate Retirement and Employee Benefit Committee and the Risk and Compliance Committee and as
a member of the Audit and Asset Quality Committee. Mr. Minnifield is the President and founder of Minnifield Enterprize, Inc., a general contracting company, and has a long-standing contract with Toyota Motor Manufacturing providing goods and
services (non-auto parts related) within the operations of North America, Canada, and Mexico. Mr. Minnifield brings over thirty years of finance, accounting, and management experience with extensive knowledge in small business startups. In 1996, he
started the Kentucky Pro Football Hall of Fame organization where he currently serves as the Executive Director. Mr. Minnifield was formerly Chairman of the University of Louisville Board of Trustees and a member of the University of Louisville
Foundation’s board. He is also a former member of the Lexington Chamber of Commerce’s board.
M. Lynn Parrish, age 73, was appointed to the Board in 1993. Mr. Parrish was appointed Chairman of the Board effective February 7, 2022. He served as the
lead independent director of the Board from 2005 until his appointment as Chairman of the Board. Mr. Parrish currently serves as Vice Chairman of the Board’s Compensation Committee and as a member of the Executive Committee, the Nominating and
Corporate Governance Committee, the Audit and Asset Quality Committee, and the Risk and Compliance Committee. Mr. Parrish has been President of Marwood Land Company, Inc., a mineral development company, since 1992. He co-founded Coal-Mac, Inc., a
coal marketing and production company, in 1978 and served as its President until 1992. In this capacity, Mr. Parrish oversaw all corporate functions, including accounting and finance, until Coal-Mac, Inc. was acquired by a public company in 1989.
In 1993, he co-founded Knott Floyd Land Company, Inc., another coal marketing and production company. As its Chairman of the Board and President, Mr. Parrish oversaw all functions of the company, including accounting and finance. In 2006, Knott
Floyd Land Company, Inc. was acquired by a private equity fund. Today, Mr. Parrish has ownership interests in Jigsaw Enterprises, LLC, an engineering and earth moving company, Bit Source, LLC, a software development company, Eastern Telephone and
Technologies, Inc., a broadband and infrastructure development company, and Mountain Top Media, LLC, a radio and digital communication company. He is also involved in other businesses in Central and Eastern Kentucky. Mr. Parrish has served on
several boards of directors over the years, including the Kentucky Chamber of Commerce and Pikeville Medical Center, and is currently a board member of Leadership Institute for School Principals, CEDAR, Inc., and the University of Pikeville.
Anthony W. St. Charles, age 64, was appointed to the Board in 2010. He currently serves as Chairman of the Board’s Risk and Compliance Committee and a
member of the Corporate Retirement and Employee Benefit Committee, the Audit and Asset Quality Committee, and the Compensation Committee. Mr. St. Charles is the President and Chief Executive Officer of The St. Charles Group, LLC of Cincinnati, Ohio.
Mr. St. Charles has provided consulting services and subject matter expertise to financial institutions and technology companies in the United States and Europe for more than thirty years. His company specializes in control environment reviews,
finance related remedial activities, electronic banking, retail delivery channel analysis, and operations reengineering for all back office processes. This broad spectrum of financial
industry expertise allows Mr. St. Charles to provide valuable insight to the Board. Prior to the formation of his own company, Mr. St. Charles was involved in sales and consulting with the Unisys Corporation for five years and held officer
level positions with U.S. Bank for fourteen years.
Chad C. Street, DMD, MD, age 51, was elected to the Board in 2021. He has served as a
director of CTB since 2017. He currently serves on the Board’s Executive Committee, Audit and Asset Quality Committee, and Risk and Compliance Committee, as well as CTB’s Loan Committee. Dr. Street received his undergraduate degree from
Pikeville College (now the University of Pikeville) in 1992. He received his Doctor of Dental Medicine (DMD) degree from the University of Kentucky College of Dentistry in May 1996, and then enrolled in the combined DMD, MD Oral & Maxillofacial
Surgical residency program at the University of Kentucky Chandler Medical Center, where he completed his training in June 2003. Since then, he has been in private practice as an oral and maxillofacial surgeon in Pikeville, Kentucky. In June 2006, he
opened his own practice after a three-year associateship with another practice. He is the sole owner and surgeon of the East Kentucky Oral & Maxillofacial Surgery, PSC practice, and owns his own real estate management company, Street Investments,
LLC. Dr. Street has staff privileges for both inpatient and outpatient surgical procedures and consultations at the University of Kentucky Medical Center in Lexington, Kentucky and Pikeville Medical Center in Pikeville, Kentucky. He is a voluntary
faculty member at the University of Kentucky Medical School and surgical departments, as well as a voluntary faculty preceptor at the University of Pikeville Osteopathic School of Medicine. Dr. Street has more than fifteen years of business management
experience, with extensive financial experience and is competent in practice management. He has many years of business/financial experience and is well invested in the local medical and dental communities, serving as Past President three different
terms for the Kentucky Mountain Dental Society.
The Nominating and Corporate Governance Committee will consider candidates nominated by shareholders. The Nominating and Corporate Governance Committee
will evaluate candidates recommended by shareholders on the same basis as it evaluates any other properly recommended nominee. Shareholders who desire to recommend a candidate for election at the next Annual Meeting of Shareholders should submit the
name of the candidate and information concerning the qualifications of the candidate by mail to the Nominating and Corporate Governance Committee at CTBI’s address on or before February 18, 2024.
BOARD DIVERSITY MATRIX
(As of February 28, 2023)
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Total Number of Directors
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10
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Female
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Male
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Non-Binary
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Did Not Disclose Gender
|
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Part I: Gender Identity
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|
|
|
|
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Directors
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2
|
8
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0
|
0
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Part II: Demographic Background
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|
|
|
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African American or Black
|
0
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1
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0
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0
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|
Alaskan Native or Native American
|
0
|
0
|
0
|
0
|
|
Asian
|
0
|
0
|
0
|
0
|
|
Hispanic or Latinx
|
0
|
0
|
0
|
0
|
|
Native Hawaiian or Pacific Islander
|
0
|
0
|
0
|
0
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|
White
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2
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7
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0
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0
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Two or More Races or Ethnicities
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0
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0
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0
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0
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LGBTQ+
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0
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Did Not Disclose Demographic Background
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0
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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Directors
The following persons are the directors of Community Trust Bancorp, Inc. as of the Record Date. Their security ownership as of the Record Date is as
follows:
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Amount and Nature of
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Percent
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Name
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Beneficial Ownership (1)
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of Class
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|
Charles J. Baird
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198,252
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(3)
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1.1%
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| |
|
|
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Franklin H. Farris, Jr.
|
2,150
|
|
(2)
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| |
|
|
|
|
Mark A. Gooch
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76,452
|
(4)
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(2)
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| |
|
|
|
|
Eugenia Crittenden “Crit” Luallen
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0
|
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(2)
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| |
|
|
|
|
Ina Michelle Matthews
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0
|
|
(2)
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| |
|
|
|
|
James E. McGhee II
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32,199
|
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(2)
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| |
|
|
|
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Franky Minnifield
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10,092
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(2)
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| |
|
|
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M. Lynn Parrish
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184,242
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(5)
|
1.0%
|
| |
|
|
|
|
Anthony W. St. Charles
|
10,061
|
|
(2)
|
| |
|
|
|
|
Chad C. Street
|
5,100
|
(6)
|
(2)
|
| |
|
|
|
|
All directors and executive officers as a group
(20 in number including the above named individuals)
|
742,004
|
(7)
|
4.1%
|
| (1) |
Under the rules of the SEC, a person is deemed to beneficially own a security if the person has or shares the power to vote or direct the voting of such security or the power to
dispose or to direct the disposition of such security. A person is also deemed to beneficially own any shares of which that person has the right to acquire beneficial ownership within sixty days. Shares of Common Stock subject to options
exercisable within sixty days are deemed outstanding for computing the percentage of class of the person holding such options but are not deemed outstanding for computing the percentage of class for any other person. Unless otherwise
indicated, the named persons have sole voting and investment power with respect to shares held by them. Beneficial ownership of CTBI Common Stock is shown as of the Record Date.
|
| (3) |
Includes 6,213 shares held as trustee under various trust agreements established by Mr. Baird’s mother, Florane J. Baird, for her grandchildren, 30,800 shares held as trustee of the
Carolyn A. Baird Family Trust, 220 shares held as trustee under various trust agreements established for Mr. Baird’s grandchildren, 268 shares held by Mr. Baird’s wife over which Mr. Baird has no voting or investment power, and 3,051 shares
held in an individual retirement account which Mr. Baird has the power to vote, as well as 123,000 shares held as trustee of the Bryan M. Johnson Testamentary Trust FBO Rosemary Dean and 27,000 shares held as trustee of the Bryan M. Johnson
Trust for which Mr. Baird has no pecuniary interest.
|
| (4) |
Includes 5,503 restricted shares awarded under CTBI’s stock ownership plans, 23,852 shares held in the 401(k) Plan, and 20,762 shares held in the ESOP which Mr. Gooch has the power to
vote.
|
| (5) |
Includes 113,796 shares held by Mr. Parrish’s wife, Jessica J. Parrish, as trustee of the Trust under the M. Lynn Parrish 2006 GRAT over which Mr. Parrish has no voting or investment
power.
|
| (6) |
Includes 1,100 shares held by Dr. Street’s wife over which he has no voting or investment power.
|
| (7) |
Includes 20,000 shares which may be acquired by all directors and executive officers as a group pursuant to options exercisable within sixty days of the Record Date.
|
Executive Officers
The following persons are the executive officers of Community Trust Bancorp, Inc. as of the Record Date, in addition to Mark A. Gooch, Vice Chairman of
the Board, President, and Chief Executive Officer. They are not nominated to serve as directors. Their security ownership as of the Record Date is as follows:
|
Name
|
Position
|
Amount and Nature
of Beneficial Ownership
|
Percent
of Class
|
|
Billie J. Dollins
|
Executive Vice President
|
8,108
|
(2)
|
(1)
|
| |
|
|
|
|
|
James B. Draughn
|
Executive Vice President
|
16,398
|
(3)
|
(1)
|
| |
|
|
|
|
|
James J. Gartner
|
Executive Vice President
|
3,430
|
(4)
|
(1)
|
| |
|
|
|
|
|
Charles Wayne Hancock II
|
Executive Vice President and Secretary
|
10,934
|
(5)
|
(1)
|
| |
|
|
|
|
|
D. Andrew Jones
|
Executive Vice President
|
31,895
|
(6)
|
(1)
|
| |
|
|
|
|
|
Richard W. Newsom
|
Executive Vice President
|
39,794
|
(7)
|
(1)
|
| |
|
|
|
|
|
Ricky D. Sparkman
|
Executive Vice President
|
34,775
|
(8)
|
(1)
|
| |
|
|
|
|
|
Kevin J. Stumbo
|
Executive Vice President, Chief Financial Officer, and Treasurer
|
30,664
|
(9)
|
(1)
|
| |
|
|
|
|
|
David I. Tackett
|
Executive Vice President
|
28,330
|
(10)
|
(1)
|
| |
|
|
|
|
|
Andy D. Waters
|
Executive Vice President
|
19,128
|
(11)
|
(1)
|
|
(2)
|
Includes 5,736 restricted shares awarded under CTBI’s stock ownership plans and 1,814 shares held in the ESOP which Ms. Dollins has the power to vote.
|
|
(3)
|
Includes 4,977 restricted shares awarded under CTBI’s stock ownership plans, 336 shares held in the 401(k) Plan, and 845 shares held in the ESOP which Mr.
Draughn has the power to vote.
|
|
(4)
|
Includes 1,963 restricted shares awarded under CTBI’s stock ownership plans, 320 shares held in the 401(k) Plan, and 560 shares held in the ESOP which Mr.
Gartner has the power to vote.
|
|
(5)
|
Includes 2,182 restricted shares awarded under CTBI’s stock ownership plans, 2,664 shares held in the 401(k) Plan, and 4,642 shares held in the ESOP which Mr.
Hancock has the power to vote.
|
|
(6)
|
Includes 10,000 shares which Mr. Jones may acquire pursuant to options exercisable within sixty days of the Record Date, but over which he has no power to vote,
and 2,055 restricted shares awarded under CTBI’s stock ownership plans, 2,986 shares held in the 401(k) Plan, and 10,856 shares held in the ESOP which he has the power to vote.
|
|
(7)
|
Includes 2,482 restricted shares awarded under CTBI’s stock ownership plans, 14,089 shares held in the 401(k) Plan, 15,844 shares held in the ESOP which Mr.
Newsom has the power to vote, and 124 shares held by Mr. Newsom’s wife over which Mr. Newsom has no voting or investment power.
|
|
(8)
|
Includes 2,299 restricted shares awarded under CTBI’s stock ownership plans, 6,519 shares held in the 401(k) Plan, 10,922 shares held in the ESOP, and 252 shares
held in an individual retirement account which Mr. Sparkman has the power to vote.
|
|
(9)
|
Includes 2,558 restricted shares awarded under CTBI’s stock ownership plans, 12,927 shares held in the 401(k) Plan, and 11,734 shares held in the ESOP which Mr.
Stumbo has the power to vote and 416 shares held in the 401(k) Plan and 753 shares held in the ESOP by Mr. Stumbo’s wife over which Mr. Stumbo has no voting or investment power.
|
|
(10)
|
Includes 6,349 restricted shares awarded under CTBI’s stock ownership plans, 11,465 shares held in the 401(k) Plan, and 8,933 shares held in the ESOP which Mr.
Tackett has the power to vote.
|
|
(11)
|
Includes 10,000 shares which Mr. Waters may acquire pursuant to options exercisable within sixty days of the Record Date, but over which he has no power to vote,
and 2,087 restricted shares awarded under CTBI’s stock ownership plans and 6,420 shares held in the ESOP which he has the power to vote.
|
DIRECTORS’ COMPENSATION
Directors of CTBI were paid $12,500 per quarter for 2022, plus $600 for any committee meeting attended the day prior to regularly scheduled quarterly
Board meetings. The Chairman of the Board was paid an additional $6,250 per quarter. The Chairman of the Audit Committee was paid an additional $2,500 per quarter. The Chairman of the Risk and Compliance Committee and the Chairman of the
Compensation Committee were each paid an additional $1,250 per quarter. Directors are paid $100 for special committee meetings by telephone and $300 for other committee meetings held on days other than the day prior to regularly scheduled quarterly
Board meetings. Directors who are also officers of CTBI did not receive additional compensation for serving as a director. No option awards, stock awards, retirement benefits, or other benefits are provided to directors of CTBI. The following table
shows the total fees paid in 2022 to each director serving as of December 31, 2022.
|
Director
|
2022 Fees Paid ($)
|
|
|
|
Charles J. Baird
|
54,000
|
|
(1)
|
| |
|
|
|
|
Franklin H. Farris, Jr.
|
69,493
|
|
(1)(2)
|
| |
|
|
|
|
Mark A. Gooch
|
0
|
|
(3)
|
| |
|
|
|
|
Eugenia Crittenden “Crit” Luallen
|
55,200
|
|
(1)
|
| |
|
|
|
|
Ina Michelle Matthews
|
55,240
|
|
(2)
|
| |
|
|
|
|
James E. McGhee II
|
64,030
|
|
(1)(2)
|
| |
|
|
|
|
Franky Minnifield
|
53,600
|
|
|
| |
|
|
|
|
M. Lynn Parrish
|
78,700
|
|
|
| |
|
|
|
|
Anthony W. St. Charles
|
59,000
|
|
|
| |
|
|
|
|
Chad C. Street
|
56,720
|
|
(2)
|
| |
|
|
|
|
Total
|
545,983
|
|
|
|
(1)
|
Mr. Baird, Mr. Farris, Ms. Luallen, and Mr. McGhee each receive $300 per meeting as directors of CTIC.
|
|
(2)
|
Mr. Farris, Mrs. Matthews, Mr. McGhee, and Mr. Street currently serve as directors of both CTBI and CTB, and their payments are split between the two companies.
Each also serve on CTB’s Loan Committee and receive up to $300 per month for participation in those meetings.
|
|
(3)
|
As an officer of CTBI, Mr. Gooch did not receive directors’ fees.
|
For information concerning director compensation for 2023, see the Role of the Compensation Committee section of the Compensation Discussion and
Analysis.
CORPORATE GOVERNANCE
The Board has determined that the following eight of CTBI’s ten directors and director nominees are “independent” as defined by applicable law and
Nasdaq listing standards: Franklin H. Farris, Jr., Eugenia Crittenden “Crit” Luallen, Ina Michelle Matthews, James E. McGhee II, Franky Minnifield, M. Lynn Parrish, Anthony W. St. Charles, and Chad C. Street. The independent directors have no
relationships with CTBI or its independent auditors other than immaterial relationships which were therefore not considered by the Board in confirming independence.
The Board has determined that its current leadership structure, consisting of separate Chairman and Chief Executive Officer positions, is in the best
interests of CTBI and its shareholders. However, the separation of those roles is not a permanent policy decision of the Board. As the Board evaluates the appropriate leadership structure of CTBI in the future, it may elect to combine the positions.
During 2022, the Board held four executive sessions, under the guidelines for executive sessions prescribed in the Corporate Governance Guidelines,
which included only non-management directors.
Corporate Governance Guidelines and the Code of Business Conduct and Ethics adopted by the Board may be found on CTBI’s website at www.ctbi.com. The Code of Business Conduct and Ethics governs the actions of CTBI’s directors, officers, and employees. The Code of Business Conduct and Ethics is reviewed by the
Nominating and Corporate Governance Committee and approved by the Board.
The Board of Directors has adopted a policy, included in CTBI’s insider trading policy, which prohibits directors, executive officers, and their
designees from engaging, directly or indirectly, in hedging with respect to any CTBI equity securities or pledging a significant amount of CTBI’s equity securities. For these purposes, “significant” means the lesser of 1% of CTBI’s outstanding equity
securities or 50% of the CTBI equity securities owned by the director or executive officer. Under the policy, “hedging” includes any instrument or transaction such as put options, collars, equity swaps, short sales, stock futures, and forward-sale
contracts related to CTBI equity securities which offsets or reduces (or is designed to offset or reduce) the risk of price fluctuations of CTBI’s equity securities granted to, or held directly or indirectly by, a director or executive officer, but
excludes portfolio diversification transactions and transactions related to broad-based investment vehicles.
Shareholders may communicate directly with the Board by sending a written communication addressed to the Chairman of the Board at CTBI’s address.
The Board held six meetings during the 2022 fiscal year, including the annual organizational meeting. Each director serving in 2022 attended at least
75% of the aggregate number of Board meetings and meetings of Board committees on which such director served in 2022. It is the Board’s policy that directors should attend each Annual Meeting of Shareholders subject to a substantial personal or
business conflict. All of CTBI’s directors holding office at the time attended the 2022 Annual Meeting of Shareholders. The Board has the following committees: Audit and Asset Quality Committee, Compensation Committee, Executive Committee, Nominating
and Corporate Governance Committee, Risk and Compliance Committee, and Corporate Retirement and Employee Benefit Committee.
The Audit and Asset Quality Committee (the “Audit Committee”) Charter, which is subject to annual review, was last reviewed and approved in January 2023
and may be found on CTBI’s website at www.ctbi.com. The Audit Committee consists of Franklin H. Farris, Jr. (Chairman), Eugenia Crittenden “Crit” Luallen (Vice Chairman), Ina
Michelle Matthews, James E. McGhee II, Franky Minnifield, M. Lynn Parrish, Anthony W. St. Charles, and Chad C. Street, all of whom meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the
Nasdaq listing standards. The Board has determined that none of the Audit Committee members has a relationship to CTBI that may interfere with his or her independence from CTBI and its management. The Board has determined that Mr. Farris is an audit
committee financial expert for CTBI and is independent as described above. For further information regarding the Audit Committee, please see the Report of the Audit and Asset Quality Committee below.
The Compensation Committee consists of Eugenia Crittenden “Crit” Luallen (Chairman), M. Lynn Parrish (Vice Chairman), James E. McGhee II, and Anthony W.
St. Charles, all of whom meet the applicable independence standards. The Compensation Committee Charter can be found on CTBI’s website at www.ctbi.com. The Compensation Committee
met five times during 2022. See the Role of the Compensation Committee section of the Compensation Discussion and Analysis for more information.
The Nominating and Corporate Governance Committee consists of James E. McGhee II (Chairman), Franklin H. Farris, Jr, and M. Lynn Parrish; all of whom
meet the applicable independence standards. The Nominating and Corporate Governance Committee Charter may be found on CTBI’s website at www.ctbi.com. The Nominating and Corporate
Governance Committee: (i) evaluates and recommends nominee directors for election to the Board and appointment to committee membership and (ii) develops and recommends to the Board policies and guidelines relating to corporate governance and the
identification and nomination of directors and committee members. This committee is also responsible for the annual review of the Board’s performance as a whole, each committee’s performance as a whole, each individual director’s performance, and the
annual review of CTBI’s succession plans for its Chief Executive Officer and other executive officers. Each of our directors is evaluated annually on the basis of personal characteristics, financial literacy, mature confidence, high performance
standards, and core competencies. The Nominating and Corporate Governance Committee met two times in 2022. See Election of Directors for more information.
The Risk and Compliance Committee consists of Anthony W. St. Charles (Chairman), Franky Minnifield (Vice Chairman), Charles Baird, Franklin H. Farris,
Jr., Eugenia Crittenden “Crit” Luallen, Ina Michelle Matthews, M. Lynn Parrish, and Chad C. Street, all of whom meet the applicable independence standards except Mr. Baird. The Risk and Compliance Committee Charter may be found on CTBI’s website at www.ctbi.com. The Risk and Compliance Committee: (i) oversees management’s compliance with all of CTBI’s regulatory obligations arising under applicable federal and state banking and
financial institutions laws, rules, and regulations and (ii) oversees management’s implementation and enforcement of CTBI’s risk management policies and procedures. On a quarterly basis, CTBI’s Chief Internal Audit/Risk Officer provides a
comprehensive risk report to the Risk and Compliance Committee. The Risk and Compliance Committee met four times during 2022.
Under our Corporate Governance Guidelines, the Board is charged with providing oversight of our risk management processes. The Audit Committee and the
Risk and Compliance Committee are primarily responsible for overseeing our risk management function on behalf of the Board. In carrying out its responsibilities, the Audit and Risk and Compliance Committees work closely with our Chief Risk Officer and
other members of our enterprise-wide risk management team. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including general economic risks, credit risks,
regulatory risks, audit risks, reputational risks, and others, such as the impact of competition. Management is responsible for the day-to-day management of risks CTBI faces, while the Board, as a whole and through its committees, has responsibility
for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
While the full Board is charged with ultimate oversight responsibility for risk management, various committees of the Board and members of management
also have responsibilities with respect to our risk oversight. The Audit Committee plays a large role in monitoring and assessing our financial, legal, and organizational risks. CTBI utilizes an enterprise-wide risk management (“EWRM”) process
designed to provide the Board and management with the capabilities needed to identify, assess, and manage the full spectrum of risks inherent to our industry. While business unit managers are primarily responsible for managing risk inherent in their
areas of responsibility, CTBI has established a risk management governance structure to establish policies, monitor adherence to the policies, and manage the overall risk profile of CTBI. CTBI’s EWRM program is not intended to replace normal risk
management activities conducted by the business unit managers. The EWRM program is designed to provide a portfolio view of risks across the entire enterprise.
As an integral part of the risk management process, management has established various committees consisting of senior executives and others within
CTBI. The purpose of these committees is to closely monitor risks and ensure that adequate risk management practices exist within their respective areas of authority. Some of the principal committees include the Asset/Liability Management (ALCO)
Committee, the Loan Portfolio Risk Management Committee, the Senior Credit Committee, the Information Technology Steering Committee, and various compliance-related committees. Overlapping membership of these committees by senior executives and others
helps provide a unified view of risk on an enterprise-wide basis. To facilitate an enterprise-wide view of CTBI’s risk profile and coordinate the enterprise risk management governance process, a Chief Risk Officer has been appointed, who oversees the
process and reports on CTBI’s risk profile. Additionally, risk champions are assigned for various areas. The risk champions facilitate implementation of the enterprise risk management and governance process across CTBI. The Risk and Compliance
Committee oversees and supports the EWRM process. The Board, through its Risk and Compliance Committee, has overall responsibility for oversight of CTBI’s enterprise risk management governance process. The Risk and Compliance Committee monitors and
assesses regular reports from the management team’s EWRM Committee regarding comprehensive organizational risk as well as particular areas of concern. In addition, the Nominating and Corporate Governance Committee considers risks related to succession
planning. The Compensation Committee considers risks related to the attraction and retention of critical employees and risks relating to CTBI’s compensation programs and contractual employee arrangements and oversees incentives that encourage a level
of risk-taking consistent with our overall strategy. The Compensation Committee reviews compensation and benefit plans affecting employees in addition to those applicable to executive officers.
REPORT OF THE AUDIT AND ASSET QUALITY COMMITTEE
The Audit Committee oversees the financial reporting process of CTBI on behalf of the Board of Directors. All directors who serve on the Audit
Committee meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards. The Audit Committee monitors the integrity of CTBI’s financial statements, the qualifications and
independence of CTBI’s independent registered public accounting firm (“independent auditor”), the performance of CTBI’s internal audit function, CTBI’s system of internal controls, financial reporting and disclosure controls, and compliance with the
Corporate Governance Guidelines and Code of Business Conduct and Ethics. The Audit Committee has established procedures for the confidential, anonymous submission of concerns about accounting matters, internal controls, and auditing matters.
Management has the responsibility for the preparation of CTBI’s consolidated financial statements and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting. The independent auditor has the
responsibility for the examination of those consolidated financial statements.
The Audit Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of the audited financial
statements with accounting principles generally accepted in the United States of America, its judgments as to the quality, not just the acceptability, of CTBI’s accounting policies and practices. Additionally, the Audit Committee’s review included
discussion with CTBI’s independent auditor of matters required to be discussed pursuant to the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (“AS 1301”). AS 1301 requires CTBI’s independent auditor to provide the Audit
Committee with additional information regarding the scope and results of its audit of CTBI’s financial statements, including with respect to: (i) its responsibility under audit standards performed in accordance with standards of the PCAOB (United
States), (ii) qualitative aspects of significant accounting policies and practices, (iii) management judgments and critical estimates, (iv) significant unusual transactions, (v) related party relationships and transactions, (vi) audit adjustments,
(vii) evaluation of the quality of financial reporting, (viii) other information in documents containing audited financial statements, (ix) any disagreements with management, (x) significant issues discussed with management, and (xi) any difficulties
encountered in performing the audit.
The Audit Committee received from FORVIS, LLP a letter providing the disclosures required by applicable requirements of the PCAOB, with respect to any
relationships between FORVIS, LLP and CTBI that, in its professional judgment, may reasonably be thought to bear on independence. FORVIS, LLP has discussed its independence with the Audit Committee and has confirmed in such letter that, in its
professional judgment, it is independent of CTBI within the meaning of the federal securities laws.
The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor. The Audit Committee will periodically grant
general pre-approval of certain audit and non-audit services. Any other services must be specifically approved by the Audit Committee, and any proposed services exceeding the pre-approved cost levels must be specifically pre-approved by the Audit
Committee. In periods between Audit Committee meetings, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit
Committee.
The Audit Committee discussed with CTBI’s internal auditor and independent auditor the overall scope and plans for their respective audits. The Audit
Committee met with its internal auditor and independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of CTBI’s internal controls, and the overall quality of CTBI’s financial reporting.
The Audit Committee held twelve meetings during fiscal year 2022.
In fulfilling its oversight responsibilities, the Audit Committee reviewed with management and the independent auditor the audited consolidated
financial statements of CTBI as of and for the year ended December 31, 2022 and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting as of December 31, 2022.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC. The Audit Committee has also recommended, subject to shareholder ratification, the selection of FORVIS, LLP as CTBI’s independent
registered public accounting firm.
|
Franklin H. Farris, Jr., Chairman
|
Eugenia “Crit” Luallen, Vice Chairman
|
|
Ina Michelle Matthews, Member
|
James E. McGhee II, Member
|
|
Franky Minnifield, Member
|
M. Lynn Parrish, Member
|
|
Anthony W. St. Charles, Member
|
Chad C. Street, Member
|
February 22, 2023
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of CTBI engaged FORVIS, LLP (formerly BKD, LLP) to serve as its independent registered certified public accounting firm
for the year ended December 31, 2022.
Aggregate fees paid by CTBI during the fiscal years ending December 31, 2022 and 2021 to CTBI’s principal accounting firm, FORVIS, LLP, were as follows:
| |
2022
|
2021
|
|
Audit fees
|
$296,500
|
$334,999
|
|
Audit related fees
|
56,103
|
46,528
|
|
Subtotal
|
352,603
|
381,527
|
|
Tax fees
|
57,250
|
45,935
|
|
Total
|
$409,853
|
$427,462
|
Audit related fees included payments for audits of CTBI’s ESOP and 401(k) Plan and out-of-pocket expenses related to the audit of the consolidated
financial statements, as well as services normally provided by an independent auditor in connection with statutory or regulatory filings or engagements. Tax fees include payments for preparation of the federal and state corporate income tax returns
and the preparation of the Form 5500s for the CTBI sponsored benefit plans.
RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee requests that shareholders ratify its selection of FORVIS, LLP to examine the consolidated financial statements of CTBI for the
fiscal year ending December 31, 2023. Although action by the shareholders on this matter is not required, the Board believes that it is appropriate to seek shareholder ratification of this appointment in light of the critical role played by
independent auditors in maintaining the integrity of CTBI’s financial controls and reporting. Even if shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different
auditors at any time during the year if it determines that such a change would be in the best interest of CTBI and its shareholders. FORVIS, LLP is not expected to have a representative present at the Annual Meeting. THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF FORVIS, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CTBI.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The compensation of our Chief Executive Officer, Chief Financial Officer, and other
three most highly compensated executive officers (“Named Executive Officers” or “NEOs”) is described in the Compensation Discussion and Analysis and Executive Compensation sections of this
Proxy Statement. Shareholders are urged to read both of these sections of this Proxy Statement, which discuss our compensation policies and procedures with respect to our Named Executive Officers. As discussed in the Compensation Discussion and
Analysis, the Compensation Committee seeks to establish executive compensation at fair, reasonable, and competitive levels, with a meaningful portion of compensation tied to performance.
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the changes to Section 14A of
the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing CTBI’s shareholders the opportunity to vote on an advisory (nonbinding) resolution to approve the compensation of our Named Executive Officers. At our 2017 Annual Meeting of
Shareholders, shareholders approved the annual submission of our Named Executive Officer compensation to shareholders for approval on an advisory (nonbinding) basis. Accordingly, the following resolution will be submitted for a shareholder vote at the
Annual Meeting to be held on April 25, 2023:
“RESOLVED, that the shareholders of Community Trust Bancorp, Inc. (“CTBI”) approve, on an advisory basis, the overall compensation of CTBI’s Named
Executive Officers, as described in the Compensation Discussion and Analysis and Executive Compensation sections set forth in the Proxy Statement for this Annual Meeting.”
This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is nonbinding on CTBI and the Board. However, the Board values constructive
dialogue on executive compensation and other important governance topics with CTBI’s shareholders and encourages all shareholders to vote their shares on this matter.
Approval of this resolution requires the affirmative vote of
a majority of the votes cast at the Annual Meeting. While this vote is required by law, it will neither be binding on CTBI or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on,
CTBI or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. Brokers and other nominees do not have discretionary voting power over the
advisory vote on executive compensation. Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY (NONBINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION.
FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
In accordance with Section 951 of the Dodd-Frank Act and Section 14A of the Exchange Act,
we are once again providing CTBI’s shareholders the opportunity to cast an advisory (nonbinding) vote on whether the vote on a nonbinding shareholder resolution to approve the compensation of CTBI’s Named Executive Officers (the “say-on-pay” advisory
vote) should occur every year, every two years, or every three years. At the annual meeting of shareholders held in 2017, CTBI’s shareholders approved the annual submission to shareholders (a “1 year” frequency) of CTBI executive
compensation for approval on an advisory (nonbinding) basis. Under applicable law, shareholders must be asked to vote at least every six years on the frequency of the shareholder advisory (nonbinding) vote on executive compensation.
After careful consideration, the Board of Directors recommends that future shareholder “say-on-pay” advisory votes on executive compensation be
conducted every year. The determination was based upon the premise that Named Executive Officer compensation is evaluated, adjusted, and approved on an annual basis by the Board of Directors upon a recommendation from the Compensation Committee and
the belief that investor sentiment should be a factor taken into consideration by the Compensation Committee in making its annual recommendation.
Although the Board of Directors recommends a “say-on-pay” vote every year (a “1 year”
frequency), shareholders will be able to specify one of four choices for this proposal on the proxy card: 1 year, 2 years, 3 years, or abstain. Shareholders are not voting to approve or disapprove of the Board of Directors’ recommendation. Generally, approval of any matter presented to shareholders requires a majority of the votes cast. However, because this vote is advisory and nonbinding, if
none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by CTBI’s shareholders. Even though this vote will neither be binding on CTBI or the
Board nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, CTBI or the Board, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency
at which advisory votes on executive compensation will be included in CTBI’s Proxy Statement. Brokers and other nominees do not have discretionary voting power over the advisory vote on the frequency of voting with respect to executive
compensation. Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “1 YEAR” ON THE FREQUENCY OF THE ADVISORY (NONBINDING) VOTE ON EXECUTIVE COMPENSATION.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
In the ordinary course of business, CTBI, through its wholly-owned commercial bank subsidiary, CTB, has had in the past and expects to have in the
future banking transactions, including lending to its directors, officers, principal shareholders, and their associates. When these banking transactions are credit transactions, they are made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others. None of the credits are disclosed as nonaccrual, past due, restructured, or potential problem credits. In the opinion of
CTBI’s Board, such transactions do not involve more than the normal risk of collectability or present any other unfavorable features.
Mr. Charles J. Baird, a director of CTBI, is a shareholder in Baird and Baird, P.S.C., a law firm that provided services to CTBI and its subsidiaries
during 2022 and is being retained by CTBI and its subsidiaries during the fiscal year 2023. Approximately $0.4 million in legal fees and $0.1 million in expenses, $0.5 million total, were paid during 2022.
The Board has determined that the Compensation Committee of the Board should review and approve related party transactions. Accordingly, management
recommends to the Compensation Committee related party transactions to be entered into by CTBI, including the proposed aggregate value of such transactions if applicable. After review, the Compensation Committee recommends approval or disapproval of
such transactions and at each subsequently scheduled meeting, management updates the Compensation Committee as to any material change to those proposed transactions. The Compensation Committee provides a report to the Board of Directors at each
regularly scheduled meeting of the related party transactions approved by the Compensation Committee since the date of its previous report to the Board.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Act requires CTBI’s executive officers and directors and persons who own more than ten percent (10%) of the Common Stock to file
initial reports of ownership and changes in ownership with the SEC, as well as to furnish CTBI with a copy of such report. Additionally, SEC regulations require CTBI to identify in its Proxy Statement those individuals for whom one of the referenced
reports was not filed on a timely basis during the most recent fiscal year. Based upon a review of Forms 3, 4, and 5 furnished to CTBI, there was one late filing during the year 2022. David I. Tackett’s Form 3 filing was filed eleven days late due to
an administrative error.
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis is intended to provide shareholders with an understanding of our executive compensation philosophy, our
decision-making process, the key compensation-related decisions made by the Compensation Committee (“Committee”) in 2022, and any changes approved for 2023. It also describes the key components of compensation provided to CTBI’s executive officers,
including our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers (collectively “Named Executive Officers” or “NEOs”). The NEOs during 2022 were Jean R. Hale (Chairman and Chief Executive Officer until her retirement on February 7, 2022), Mark A. Gooch (Vice Chairman, President, and Chief Executive
Officer following Ms. Hale’s retirement), Kevin J. Stumbo (Executive Vice President, Chief Financial Officer, and Treasurer), James B. Draughn (Executive Vice President), Larry W. Jones (Executive Vice President), Richard W. Newsom (Executive Vice
President), and Ricky D. Sparkman (Executive Vice President). Mr. Jones retired effective December 30, 2022.
Executive Summary
During 2022, the Committee’s oversight of the executive compensation programs for executive officers of CTBI is intended to ensure that the following
objectives, previously adopted by the Committee, were achieved: (i) align executive pay with CTBI performance; (ii) provide executives a pay opportunity that is competitive with industry practices; (iii) attract and retain qualified management; and
(iv) maintain enterprise-wide risk management.
The Committee has consistently followed the following compensation strategy for managing executive compensation (approved by the Board of Directors):
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•
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Manage executive officer salaries toward the median of market values (i.e., the middle of the range of competitive practices), contingent on the executives
meeting or exceeding performance standards.
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•
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Balance the cash incentive opportunity under the Senior Management Incentive Compensation Plan (“the Incentive Plan”) with the stock-based incentive opportunity
of the Incentive Plan to control the potential dilution to shareholders.
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•
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Continue to manage the performance-based long-term incentive plan to ensure a significant percentage of total rewards to executives is aligned accordingly with
performance of the bank.
|
During 2022, the Committee again reviewed the executive compensation strategy described above, originally adopted in 2012, and continued the actions
taken to implement it. The Committee concluded that the implementation of this strategy has continued to improve the competitiveness of the compensation opportunity provided to executive officers as well as the alignment of executive pay with CTBI
performance. The Committee determined it appropriate to continue managing pay in accordance with this executive compensation strategy.
In January 2022, the Committee established the performance measures under the Senior Management Incentive Compensation Plan for the year ending December
31, 2022 (“2022 Plan”) and the required level of performance for the maximum tier payment was achieved by CTBI under the Plan. Accordingly, the NEOs received annual cash incentive payments (paid in January 2023). CTBI’s NEOs were also participants in
CTBI’s 2020 Executive Committee Long-Term Incentive Compensation Plan (“2020 Plan”) for the three-year period ending December 31, 2022. The Committee previously established the performance measures under the 2020 Plan and the required level of
performance for the maximum tier payment was achieved by CTBI under the Plan to award payouts. Accordingly, the NEOs were entitled to cash incentive awards paid in early 2023.
In addition to the incentive payments earned for performance through the end of 2022, the Committee approved base salary increases for each of the NEOs
(except for Ms. Hale who retired on February 7, 2022 and Mr. Jones who retired on December 30, 2022) in early 2023; the base salary increases ranged from 3.93% to 4.05% over 2022 base salaries. The Committee determined these salary increases were in
keeping with the executive compensation strategy and the philosophy of managing executive base salaries toward the median market value for each executive position. See “Base Salaries” below for additional information about executive salary increases.
Role of the Compensation Committee
The principal duties of the Committee are to establish the executive compensation strategy of CTBI; approve compensation plans that support the
implementation of the strategy; assess and monitor the potential risks associated with various compensation arrangements, especially incentive compensation plans; approve the compensation of the CEO; review the recommendations of the CEO and approve
the compensation of the other executive officers of CTBI; and make recommendations to the Board of Directors concerning executive officer and outside director compensation. The Committee is responsible for establishing, implementing, and continually
monitoring adherence with CTBI’s executive compensation philosophy.
To accomplish these responsibilities, the Committee reviews and approves corporate goals and objectives relevant to the compensation of CTBI’s CEO, and
it evaluates the performance of the CEO relative to the approved goals and objectives. The Committee considers this evaluation of performance when it determines and approves the CEO’s compensation. Additionally, the Committee reviews compensation
levels for CTBI’s other executive officers relative to goals and objectives relevant to their responsibilities, considers the CEO’s evaluation of their achievements, and approves their compensation based on this evaluation.
The Committee strives to establish and maintain compensation plans that are: (i) focused on rewarding performance; (ii) aligned with the interests of
shareholders; (iii) competitive with the practices of peer companies; (iv) sufficient to enable CTBI to attract and retain a strong management team; and (v) designed to avoid creation of undue risk for CTBI.
The Committee has followed certain guiding principles to ensure the effectiveness of CTBI’s executive compensation strategy. The Committee recognizes
the importance of perceived fairness of compensation practices, both internally and externally, and believes that the long-term success of CTBI and its ability to create value for shareholders is dependent on attracting, motivating, rewarding, and
retaining skilled executives. Significant time is devoted by the Committee to monitoring the relationship between executive pay and CTBI performance, and adjusting compensation plans and practices as needed from year to year to maintain an appropriate
alignment of pay with performance. The Committee recognizes that the competition for talented executives among financial institutions similar to CTBI is intense, and it considers compensation data and other labor market indicators as it reviews CTBI’s
compensation plans. Current economic and industry environments are considered when reviewing executive compensation. Full disclosure is made to the independent members of the Board of Directors of CTBI’s executive compensation policies, practices,
and issues to ensure that all directors understand the implications of the Committee’s decisions. Likewise, the Committee works with management to ensure that public filings related to executive compensation are transparent and comply with applicable
regulations.
The Committee has established various processes to assist it in ensuring CTBI’s executive compensation program is achieving its objectives. Among these
are:
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•
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Assessment of Company Performance – The Committee considers various
measures of company and industry performance, including but not limited to asset growth, asset quality, earnings per share, return on assets, return on equity, total shareholder return, and execution of CTBI’s growth strategy and annual
business plan. In addition, the Committee considers general economic conditions within CTBI’s primary markets, as well as CTBI’s relationships with its regulators and the results of any recent exams. The Committee does not apply a formula
or assign relative weights to these measures. Instead, it makes a subjective determination after considering such measures individually and collectively.
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•
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Assessment of Individual Performance – Individual performance
assessments impact the compensation of all CTBI employees, including the CEO and other NEOs. The Committee evaluates CEO performance relative to company performance and other factors, such as leadership, strategic planning, board relations,
and relationships with customers, regulators and others outside the company. As with its assessments of company performance, the Committee does not apply a formula or assign relative weights to any of these measures, and the measures deemed
most important by the Committee may vary from year to year. The process is subjective, but it results in an informed judgment of CEO performance. The Committee reviews the performance of other executive officers and considers the CEO’s
recommendations concerning the officers’ achievements. Additionally, the Committee applies its own judgment based on the interactions of the Board and/or the Committee with each executive officer, their contributions to CTBI’s performance
and other leadership accomplishments.
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•
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Total Compensation Review – The Committee annually reviews each
executive’s base salary, annual incentive compensation, and stock-based incentives. In addition to these primary compensation elements, the Committee reviews other executive compensation arrangements, including, for example, payments that
could be required under various severance and change in control scenarios. This “holistic” review process ensures that the Committee considers the executive’s total compensation prior to changing any single component.
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•
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Risk Management – The Committee reviews all incentive plans and
compensation programs to insure the plans do not create any risks that are reasonably likely to have a material adverse impact on CTBI.
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The Committee meets in executive session without management or guests present when making decisions about the compensation arrangements for NEOs and at
other times as needed.
In addition to its responsibilities for executive compensation, the Committee periodically reviews the compensation provided to the CTBI Board of
Directors to ensure that the compensation provided for service on the Board and its committees is commensurate to the amount of work required from the individual directors as well as from the Board in aggregate. The Committee periodically compares the
pay arrangements for the Board and the actual amounts earned by individual directors to amounts paid to outside directors of banking companies in a custom peer group and to survey data for director compensation. In 2022, the Committee engaged Pearl
Meyer, the Committee’s independent compensation consultant, to review the compensation paid to the CTBI Board of Directors compared to the custom peer group described below. The 2022 director compensation analysis prepared by Pearl Meyer revealed that
CTBI’s director compensation was significantly below the market median pay for outside directors of its peers. To maintain competitive compensation of our outside directors, CTBI increased the Board of Director annual compensation by $15,000 over the
next two years, with an increase of $7,500 per year for each director and set the following levels of pay for the Chairman of the Board and the committee chairs in 2023:
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•
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Chairman of the Board - $30,000
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•
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Joint Audit and Asset Committee - $12,500
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•
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Compensation Committee - $8,500
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•
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Joint Risk and Compliance Committee - $7,500
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•
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Nominating and Corporate Governance Committee - $7,500
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•
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Corporate Retirement and Employee Benefit Committee - $5,000
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Executive Compensation Philosophy
The Committee believes that executive officer compensation is an integral component of CTBI’s business and human resources strategies. It is important
to CTBI’s success that highly talented and experienced individuals serve as executive officers. The Committee strives to provide compensation which is sufficient to attract and retain such executives. The Committee seeks to establish executive
compensation at fair, reasonable, and competitive levels. The Committee also believes that executive compensation should be strategy-focused and recognize individual achievements as well as group contributions and CTBI results. Therefore, the
Committee desires to offer a competitive, market-driven executive officer compensation package which provides for a meaningful portion of compensation to be based upon performance. As a result, CTBI’s executive compensation package includes
incentive-based cash and equity compensation in addition to base salary and employee benefits.
The goal of the Committee is to offer market competitive compensation, without being the highest or lowest provider. Total compensation packages,
including base salaries plus cash- and stock-based incentives, are set at levels the Committee believes are sufficient to attract and retain qualified executives whose performance and success should contribute to shareholder value. The compensation of
NEOs is based on the same criteria and performance factors used for all other executive officers.
Compensation Consultant
The Committee has authority to engage outside advisors as necessary to assist with its oversight of executive compensation. In 2022, Pearl Meyer
Partners, LLC (“Pearl Meyer” or “Consultant”) was retained to review CTBI’s executive compensation plans. The role of the Consultant is to provide analyses, information, and advice to assist the Committee in making decisions related to compensation of
executive officers. The Committee believes that the Consultant is independent and no conflicts of interest are raised by the work of the Consultant under the criteria specified in SEC rules.
During November 2022, Pearl Meyer performed a total executive compensation assessment which included: (i) evaluating the competitiveness of pay for each
of the NEOs, and (ii) developing recommendations for managing executive pay in 2023. Pearl Meyer’s analysis determined CTBI’s executive total compensation in 2022 was competitively positioned relative to the peer median market value and was consistent
with CTBI’s compensation philosophy targeting the median of peers. The analysis revealed an appropriate mix of base salary and incentive compensation in 2022, with more weight on variable pay than practices of peer community banks, consistent with
CTBI’s compensation philosophy. While it may be necessary to occasionally provide certain executives with larger than average salary increases to position their salaries closer to the market median, the Committee’s actions in recent years have
consistently shifted the executive pay mix toward variable, performance-based pay.
Peer Group
CTBI periodically compares its executive pay and business performance, as well as the compensation of the Board of Directors, to a group of comparable,
publicly traded financial institutions (“Peer Group”). In establishing a Peer Group, CTBI seeks to include regional bank holding companies that are similar to CTBI in terms of assets, business lines, and geographic markets. During 2022, the Committee
worked with Pearl Meyer to review the Peer Group to ensure it continued to include organizations that were comparable to CTBI. Based on this review, the Committee determined that it would be appropriate to add the following new peers: American
National Bankshares, Inc., CapStar Financial Holdings, Inc., Republic Bancorp Inc., and SmartFinancial, Inc. The addition of these peers resulted in the Peer Group of twenty-one companies listed below. The Committee believes the Peer Group provides a
reasonable basis of comparison for CTBI due to their similar business lines and geographic locations, as well as their comparable size, reflected by total assets. Following the Committee’s review and adjustment of the Peer Group, the median assets of
the Peer Group was $6.12 billion, compared to CTBI’s assets of approximately $5.38 billion. The companies included in the Peer Group ranged in asset size from $3.1 billion to $10.5 billion at the time of the review.
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Bank
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Ticker
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Bank
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Ticker
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American National Bankshares, Inc.
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AMNB
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Horizon Bancorp, Inc.
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HBNC
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CapStar Financial, Inc.
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CSTR
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Lakeland Financial Corporation
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LKFN
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Carter Bancshares, Inc.
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CARE
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Mercantile Bank Corporation
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MBWM
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City Holding Company
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CHCO
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Nicolet Bankshares, Inc.
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NIC
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Farmers National Banc Corp
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FMNB
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Peoples Bancorp
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PEBO
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First Bancorp
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FBNC
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QCR Holdings, Inc.
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QCRH
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First Community Bancshares, Inc.
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FCBC
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Republic Bancorp, Inc.
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RBCA.A
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First Financial Corp
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THFF
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SmartFinancial, Inc.
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SMBK
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German American Bancorp, Inc.
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GABC
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Stock Yards Bancorp, Inc.
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SYBT
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Great Southern Bancorp, Inc.
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GSBC
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Univest Financial Corporation
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UVSP
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Home Trust Bancshares, Inc.
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HTBI
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Executive Compensation Components
CTBI’s executive compensation program includes the following major components, each of which is described further below.
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Long-Term Incentive Plan
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Benefits and Perquisites
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Employment Contracts, Termination of Employment, and Change in Control Arrangements
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Base Salaries
Salaries for CTBI’s executives are established based upon the scope of their responsibilities, considering competitive market compensation paid by other
similarly situated companies for comparable positions. The Committee sets the CEO’s base salary, subject to approval of the Board of Directors. Any salary increase for the CEO is determined based on the Committee’s review of the CEO’s leadership and
contributions to the achievement of performance objectives for CTBI, which for 2022 included asset and revenue growth, asset quality, core earnings performance, identification of strategic opportunities, and execution of the current business strategy
and operating plan. The Committee also considers how the CEO’s salary compares to salaries of CEOs within the Peer Group. Base salaries for other executive officers, including the other NEOs, are approved by the Committee after considering
recommendations from the CEO. In approving any salary increases for NEOs, the Committee considers performance for the prior year, responsibilities for the upcoming year, how the current salaries compare to those paid by peer companies to executives
with similar responsibilities, and CTBI’s budget for salary increases for employees other than executive officers. The Committee’s objective is to pay base salaries which will be sufficient to attract, retain, motivate, and reward management for
successful performance while maintaining affordability within CTBI’s business plan.
The Committee has established a policy of managing executive officer salaries to the market median, recognizing that a series of increases over several
years may be required to adjust salaries to the desired level for any executive whose current salary is significantly below the market (contingent upon the executive sustaining the required level of performance). After considering the performance of
both CTBI and each executive, as well as how individual officer salaries compared to the market median, the Committee determined that it was appropriate to increase executive salaries for 2023. The salary increases for 2023 reflect the Committee’s
desire to balance (i) the need to compensate our NEOs at levels that are competitive with the market and recognize their performance and value to CTBI with (ii) the need to control expenses in an economic and regulatory environment that continues to be
challenging for CTBI and other financial institutions. The salary increases approved for the NEOs for 2023 ranged from 3.93% to 4.05%. The following table shows the 2022 and 2023 base salary for each NEO (excluding Ms. Hale, who retired effective
February 7, 2022) and the percentage increase over 2022.
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Base Salary
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Base Salary
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% Increase
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2022
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2023
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2022 to 2023
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Mark A. Gooch
Vice Chairman, President and Chief Executive Officer
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$630,000
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$655,500
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4.05%
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Kevin J. Stumbo
Executive Vice President, Chief Financial Officer and Treasurer
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$340,000
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$353,500
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3.97%
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James B. Draughn
Executive Vice President
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$330,000
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$343,000
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3.94%
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Larry W. Jones
Executive Vice President
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$320,000
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$0
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0% (retired 12/30/22)
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Richard W. Newsom
Executive Vice President
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$350,000
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$364,000
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4.00%
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Ricky D. Sparkman
Executive Vice President
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$305,000
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$317,000
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3.93%
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Annual Incentive Plan
The NEOs, other executive officers, and other members of senior management may earn annual cash incentive bonuses as well as stock-based awards under
the Senior Management Incentive Compensation Plan. Bonuses and stock awards are earned for achieving targets set for earnings per share (“EPS”) and return on average assets (“ROAA”) of CTBI. The Incentive Plan is designed to reward participants for
meeting or exceeding annual profit goals, and it is intended to achieve the following objectives:
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Increase the profitability and growth of CTBI in a manner which is consistent with other goals of the company.
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Align executive pay with CTBI performance.
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Provide an incentive opportunity which is competitive with other financial institutions in the Peer Group.
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Attract and retain executive officers and other key employees and encourage excellence in the performance of individual responsibilities.
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Motivate and appropriately reward those members of senior management who contribute to the success of CTBI.
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At the beginning of each year, the Committee establishes a target (base) level of performance for EPS and ROAA. The Committee also establishes a
performance range relative to the base level and an associated payment scale which defines the percentage of salary that participants may earn as a cash bonus for a given level of performance. In addition, the Committee establishes a separate payment
scale which defines the percentage of salary that participants may receive as a stock award for a given level of performance. Stock awards under the Incentive Plan may be granted as either restricted shares or stock options.
2022 Annual Incentive Plan
Prior to setting the terms of the Incentive Plan for 2022, the Committee considered the outcomes for 2021 and the executive compensation strategy and
philosophy previously adopted by the Compensation Committee.
As a result of these discussions, the Committee recommended, and the Board approved, the Annual Cash Incentive Plan for 2022. The key features of the
2022 Incentive Plan are listed below:
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Maintain the cash incentives payable at the same levels as 2021 if results are within the performance ranges established by the Committee for ROAA and EPS.
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Maintain the stock-based incentives payable to NEOs at the same levels of the 2021 plan if results are within the performance ranges established by the Committee
for ROAA and EPS.
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Maintain the continued service period of four years for executive officers to fully vest in stock awards made under the Incentive Plan, which vest in 25%
increments each year.
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Continue to allow executives to earn modest cash and stock incentives if results are slightly below the target (base) level, so long as performance meets or
exceeds minimum levels of performance approved by the Committee; the minimum required level of ROAA performance was set at 97% of the target (base) level, and the minimum required level of EPS performance was also set at 97% of the target
(base) level; the portion of the cash and stock incentives earned for minimum levels of performance was set at 50% of the target (base) incentive award.
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Continue to allow executives to earn target (base) level incentives if the goal for net income (about $75.5 million) is achieved.
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Establish a maximum incentive potential provided by the plan at 200% of the target (base) award.
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This approach is consistent with the Committee’s strategy of shifting the mix of executive compensation so that a larger portion of executive pay is
contingent upon performance while controlling the cost of the plan.
The following table shows the target (base) level of ROAA performance and the cash incentive awards that may be earned by the CTBI CEO and the other
Group I participants, including the other NEOs, (“Other NEOs”) for various levels of performance in 2022:
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Target
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Award as a % of Target Award
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Award as a % of Salary
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ROAA
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EPS
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CTBI CEO
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Other NEOs
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1.33%
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$4.10
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25%
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25%
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15%
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Base
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1.37%
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$4.23
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50%
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50%
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30%
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1.41%
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$4.32
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75%
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75%
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45%
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1.45%
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$4.48
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100%
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100%
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60%
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•
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These results are after accrual of the incentive.
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The CTB officers responsible for various consolidated functions, the market presidents, and the Community Trust and Investment Company officers
responsible for various departments as selected by the CTIC CEO (“Group II Participants”) may receive awards for the year ended December 31, 2022 based on the same performance measures and targets applicable to the NEOs. Potential cash incentive
awards for Group II Participants expressed as a percentage of salary range from a minimum award of 3.5% of salary to a maximum award of 8.75% of salary and awards for Group III Participants range from a minimum award of 2.75% of salary to a maximum
award of 6.71% of salary.
As shown in the table above, executives would earn no incentives for performance below the minimum required levels of ROAA and EPS. To ensure that
executive pay varies with company performance, executives earn less than target for results above the minimum required level but below the target (base) level, and they may earn larger incentives if results exceed the target (base) level. Payments are
“capped” at a maximum level to preclude overpayment and control the cost of the plan. The maximum payment provided under the 2022 plan is 200% of the target (base) opportunity.
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•
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Cash Incentive Compensation Awards for the Year(s) Ended
December 31, 2022. CTBI’s NEOs were participants in CTBI’s Senior Management Incentive Compensation Plan for the year ended December 31, 2022 (“2022 Plan”). The Committee previously established the performance measures under the
2022 Plan and the required level of performance for the maximum tier payment was achieved by CTBI under the Plan. Accordingly, the NEOs received payments (paid in January 2023) as follows:
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2022 Cash Payments Awarded Under the Senior Management Incentive Compensation Plan ($)
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Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
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630,000
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Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
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204,000
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James B. Draughn – Executive Vice President
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198,000
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Larry W. Jones – Executive Vice President
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192,000
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Richard W. Newsom – Executive Vice President
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210,000
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Ricky D. Sparkman – Executive Vice President
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183,000
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•
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Grants of Restricted Stock. Restricted stock was
also granted to the NEOs (as shown in the chart below) as a result of achieving the required level of performance for the maximum tier payment under the 2022 Senior Management Incentive Compensation Plan. The restricted stock was granted
pursuant to the terms of CTBI’s 2015 Stock Ownership Incentive Plan. The restrictions on the restricted stock will lapse ratably over four years. However, in the event of certain participant employee termination events occurring within 24
months of a change in control of CTBI or the death of the participant, the restrictions will lapse, and in the event of the participant’s disability, the restrictions will lapse on a pro rata basis. The Committee will have discretion to
review and revise restrictions applicable to a participant’s restricted stock in the event of the participant’s retirement.
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| |
Restricted Stock Granted (Shares)
|
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Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
|
3,425
|
|
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
|
1,386
|
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James B. Draughn – Executive Vice President
|
1,345
|
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Larry W. Jones – Executive Vice President
|
0
|
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Richard W. Newsom – Executive Vice President
|
1,427
|
|
Ricky D. Sparkman – Executive Vice President
|
1,244
|
The Committee may adjust the cash and stock incentive percentages of salary in future years as it continues to implement CTBI’s executive compensation
strategy. During the last several years, by gradually increasing the cash portion of the Incentive Plan and the total annual incentive opportunity, the Committee has brought CTBI’s Incentive Plan more in line with typical market practices and
increased the portion of total pay that is earned for performance.
2023 Annual Incentive Plan
Prior to setting the terms of the Incentive Plan for 2023, the Committee considered the outcomes for 2022 and the executive compensation strategy
previously adopted by the Committee.
The Committee recommended and the Board of Directors approved the Senior Management Incentive Compensation Plan for the year ending December 31, 2023.
The participation groups under the Plan are: (i) Group I, consisting of the CEO of Community Trust Bancorp, Inc. and other members of the Executive Committee (“Other Executive Officers”); (ii) Group II, consisting of CTB officers responsible for the
various consolidated functions as selected by the CEO, the presidents of each market, and the Community Trust and Investment Company (“CTIC”) officers responsible for various departments as selected by the CTIC CEO; and (iii) Group III, consisting of
Senior Vice Presidents of consolidated functions selected for participation by the Compensation Committee. Individuals below the Senior Vice President level may be selected by the Compensation Committee for special option awards for extraordinary
performance. This Plan may be amended, modified, or terminated by the Board of Directors at any time at its sole discretion, except that after the 90th day of the year the performance standards may not be changed in a manner that would
increase the amount of incentive compensation payable for such year.
|
•
|
Participants will be eligible for a cash award determined by earnings per share (EPS) growth and earnings as a percentage of average assets (ROAA).
The minimum and maximum awards as a percentage of salary for each group will be: (i) Group I – CTBI CEO minimum award of 25% of salary and maximum award of 100% of salary; (ii) Group I – Other Executive Officers minimum award of 15% of salary
and maximum award of 60% of salary; (iii) Group II – minimum award of 3.5% of salary and maximum award of 8.75% of salary; and (iv) Group III – minimum award of 2.75% of salary and maximum award of 6.71% of salary. In the event that the
ROAA or EPS are not attained but the target net income is attained, the amount of the award under the Plan shall be paid at the base level of target performance payment. There shall be a minimum acceptable performance beneath which no
incentive awards are paid and a maximum above which there is no additional award paid to avoid excessive payout in the event of windfall profits.
|
|
•
|
Participants will be eligible to receive stock options (pursuant to CTBI’s 2015 Stock Ownership Incentive Plan) with a face value equal to certain percentages of
salary or restricted stock (or a combination of options and restricted stock) of an amount recommended by the Compensation Committee and approved by the Board of Directors of CTBI subject to any limitations of the 2015 Stock Ownership
Incentive Plan. The minimum and maximum stock option awards as a percentage of salary for each group will be: (i) Group I – CTBI CEO minimum award of 10% of salary and maximum award of 23% of salary; (ii) Group I – Other Executive Officers
minimum award of 7.5% of salary and maximum award of 17.25% of salary; (iii) Group II – minimum award of 5% of salary and maximum award of 11.5% of salary; and (iv) Group III – minimum award of 2.25% of salary and maximum award of 5% of
salary. In the event that the ROAA or EPS are not attained but the target net income is attained, the amount of stock options and/or restricted stock awarded under the Plan shall be granted at the base level of target performance. There
shall be a minimum acceptable performance beneath which awards will not be granted and a maximum above which there is no additional award in the event of windfall profits.
|
The following tables show the target (base) level of ROAA and EPS performance required to earn the cash incentive awards and stock equity awards by the
CTBI CEO and Other NEOs for various levels of performance in 2023:
TABLE I
2023 ANNUAL CASH INCENTIVE COMPENSATION AWARD
INITIAL CALCULATION
Group I - Executive Committee of Community Trust Bancorp, Inc.
| |
Target
|
Award as a % of Target Award
|
Award as a % of Salary
|
| |
ROAA
|
EPS
|
|
CTBI CEO
|
Other NEOs
|
| |
1.48%
|
$4.52
|
25%
|
25%
|
15%
|
|
Base
|
1.53%
|
$4.66
|
50%
|
50%
|
30%
|
| |
1.58%
|
$4.80
|
75%
|
75%
|
45%
|
| |
1.62%
|
$4.94
|
100%
|
100%
|
60%
|
|
•
|
For 2023, the targeted (base) ROAA and EPS are established as follows: ROAA of 1.53% and EPS of $4.66.
|
|
•
|
For 2023, net income target is $83,680,000.
|
|
•
|
These results are after accrual of the incentive.
|
TABLE II
2023 ANNUAL CASH INCENTIVE COMPENSATION AWARD
INITIAL CALCULATION
Group II – Consolidated Division Officers of CTBI and Market Presidents
| |
Target
|
Award as a % of Target Award
|
Award as a % of Salary
|
| |
ROAA
|
EPS
|
|
Group II
|
| |
1.48%
|
$4.52
|
50%
|
3.50%
|
|
Base
|
1.53%
|
$4.66
|
100%
|
7.00%
|
| |
1.58%
|
$4.80
|
112%
|
7.84%
|
| |
1.62%
|
$4.94
|
125%
|
8.75%
|
|
•
|
For 2023, the targeted (base) ROAA and EPS are established as follows: ROAA of 1.53% and EPS of $4.66.
|
|
•
|
For 2023, net income target is $83,680,000.
|
|
•
|
These results are after accrual of the incentive.
|
TABLE III
2023 ANNUAL CASH INCENTIVE COMPENSATION AWARD
INITIAL CALCULATION
Group III - Senior Vice Presidents of Consolidated Functions
| |
Target
|
Award as a % of Target Award
|
Award as a % of Salary
|
| |
ROAA
|
EPS
|
|
Group III
|
| |
1.48%
|
$4.52
|
50%
|
2.75%
|
|
Base
|
1.53%
|
$4.66
|
100%
|
5.50%
|
| |
1.58%
|
$4.80
|
106%
|
5.83%
|
| |
1.62%
|
$4.94
|
122%
|
6.71%
|
|
•
|
For 2023, the targeted (base) ROAA and EPS are established as follows: ROAA of 1.53% and EPS of $4.66.
|
|
•
|
For 2023, net income target is $83,680,000.
|
|
•
|
The results are after accrual of the incentive.
|
TABLE IV
2023 SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
STOCK OPTION AWARDS
| |
Target
|
Stock Option Award as a % of Salary
|
| |
ROAA
|
EPS
|
CTBI CEO
|
Other NEOs
|
Group II
|
Group III
|
| |
1.48%
|
$4.52
|
10.00%
|
7.50%
|
5.00%
|
2.25%
|
|
Base
|
1.53%
|
$4.66
|
20.00%
|
15.00%
|
10.00%
|
4.50%
|
| |
1.58%
|
$4.80
|
21.00%
|
15.75%
|
10.50%
|
4.75%
|
| |
1.62%
|
$4.94
|
23.00%
|
17.25%
|
11.50%
|
5.00%
|
Long-Term Incentive Plan
A significant component of the executive compensation strategy is the use of a forward-looking, performance-based long-term incentive compensation
plan. The long-term incentive plan is intended to balance the other, more short-term components of pay (such as base salaries and annual cash incentives), and increase the portion of total pay that is contingent upon performance.
Performance units are long-term incentives which are earned for achieving one or more financial performance goals over a multi-year period and paid in
cash rather than shares. Awards of performance units are permitted under CTBI’s shareholder-approved 2015 Stock Ownership Incentive Plan. Only executive officers of CTBI (including the CEO and the Other NEOs) participate in the performance unit plan,
as they are the individuals held accountable for creating shareholder value. In early 2023, the Committee approved long-term awards to the CEO and Other NEOs, as further described below.
The Committee believes that earnings growth, when sustained over a period of time, will create value for CTBI shareholders. For this reason, the
Committee approved awards of performance units that require executives to achieve a target for cumulative net income over a three-year period. In early 2023, the Committee approved grants for a three-year period covering 2023, 2024, and 2025. The
Committee believes the cumulative net income performance requirement is achievable but challenging, given the current growth rate in the U.S. economy, the regulatory environment of the banking industry and the challenges to the local economy in some of
the markets served by CTBI. Targets for cumulative net income growth were set after considering CTBI’s results in prior years, CTBI’s forecasts of future results within its strategic plan, local economic conditions, and industry performance.
The Committee believes the performance units will focus the executive officers on creating shareholder value through sustained growth in earnings,
improve the alignment of pay with performance for all executive officers, and create a more balanced incentive compensation program. The use of cash-based performance units avoids any potential dilution to existing shareholders (as might occur if
awards were stock-based).
The table below shows the percentage of salary that may be earned by the CTBI CEO and the Other NEOs, based on achievement of the cumulative net income
goal for 2023 through 2025. Any earned performance units will be paid in early 2026, after the Committee evaluates actual results for 2023 through 2025 versus the cumulative net income goal.
2023 PERFORMANCE GOALS
|
CUMULATIVE NET
INCOME
|
Award as a % of
Target Award
|
Award as a % of
CTBI Chief Executive
Officer Salary
|
Award as a %
of Salary of All
Other NEOs
|
|
90% of Target Cumulative Net Income (Minimum)
|
25%
|
10.0%
|
5.0%
|
|
93% of Target Cumulative
Net Income
|
50%
|
20.0%
|
10.0%
|
|
96% of Target Cumulative
Net Income
|
75%
|
30.0%
|
15.0%
|
|
Target Cumulative Net Income (Per Schedule 1)
|
100%
|
40.0%
|
20.0%
|
|
103% of Target Cumulative Net Income
|
120%
|
48.0%
|
24.0%
|
|
107% of Target Cumulative Net Income
|
135%
|
54.0%
|
27.0%
|
|
110.0% of Target Cumulative Net Income (Maximum)
|
150%
|
60.0%
|
30.0%
|
The cumulative net income target for the 2023 Long-Term Incentive Plan is $264.0 million.
Voluntary or involuntary termination of employment prior to the end of the performance period and/or prior to the payment of any earned performance
units will result in forfeiture of any outstanding performance units, except as noted below. In the case of termination of employment by reason of death, disability, or retirement prior to the expiration of the performance period, any outstanding
performance units will be deemed to have been earned in an amount equal to the amount payable at the maximum amount payable under the performance unit at the target (base) level multiplied by the percentage that would have been earned, assuming that
the rate at which the performance goal has been achieved as of the date of such termination of employment would have continued until the end of the performance period. Upon the occurrence of certain termination events within the 24 month period
beginning on the date of a change in control, any outstanding performance units granted under the 2015 Stock Ownership Incentive Plan will become fully vested and payable in an amount which is equal to the greater of (a) the maximum amount payable
under the performance unit at the target level multiplied by the percentage that would have been earned, assuming that the rate at which the performance goal has been achieved as of the date of such change in control termination event would have
continued until the end of the performance period or (b) the maximum amount payable under the performance unit at target level multiplied by the percentage of the performance period completed at the time of the change in control termination event.
Long-Term Incentive Plan – Incentives Earned for 2020-2022 Performance Period
In early 2023, the Committee reviewed performance for the three-year period ended December 31, 2022.
The cumulative net
income goal for 2020-2022 of $196 million was exceeded; the actual cumulative net income was $229 million. The Committee previously established the performance measures under the 2020 Plan and the required level of performance was achieved by CTBI
under the Plan. Accordingly, the NEOs were entitled to the following maximum plan cash incentive awards (paid in January 2023) and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
| |
2022 Cash Incentive Awarded Under the
Long-Term Incentive Compensation Plan ($)
|
|
Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
|
213,750
|
|
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
|
94,500
|
|
James B. Draughn – Executive Vice President
|
90,600
|
|
Larry W. Jones – Executive Vice President
|
90,000
|
|
Richard W. Newsom – Executive Vice President
|
84,600
|
|
Ricky D. Sparkman – Executive Vice President
|
84,600
|
Benefits and Perquisites
CTBI’s policy is to minimize the use of executive benefits and perquisites. The NEOs participate in the same benefit plans as other CTBI employees,
with the few exceptions described below. During 2022, there were no changes to the benefits and perquisites provided to NEOs, and none have been approved for 2023.
To align the interests of all employees, including NEOs, with those of shareholders, CTBI has implemented an Employee Stock Ownership Plan
(“ESOP”) which provides awards of CTBI stock subject to vesting requirements. Participation in the ESOP is available to any employee of CTBI or its subsidiaries who has been employed for one year, completed 1,000 hours of service, and attained the age
of 21. CTBI currently contributes 4.0% of covered employees’ gross wages to the ESOP. ESOP contributions are used to acquire shares of CTBI stock on the open market.
CTBI has established a 401(k) Plan under which employees can contribute from 1.0% to 20.0% of their annual salary, up to applicable limits. CTBI
provides a matching contribution equal to 50% of the first 8.0% of salary contributed by the employee. CTBI also provides health insurance, life insurance, and other benefit programs that are usual and customary within the banking industry to attract
and retain employees. NEOs are eligible to participate in these plans on the same basis as other employees, subject to IRS limits.
CTBI provides supplemental life insurance to its NEOs, as well as other senior and key management. The plan provides a split-dollar share of death
benefits at an amount necessary to provide the NEOs with a total company-provided death benefit of three times their annual salary. This amount is consistent with the death benefit provided to other eligible employees. Additionally, each NEO and
other senior and key employees are provided a post-retirement death benefit equal to one times his or her annual salary at the time of retirement. The benefits are funded with bank-owned life insurance policies. CTBI will recover its plan costs upon
the death of the covered individual, and the executive’s beneficiary will receive a portion of the insurance proceeds. The Committee believes the supplemental life insurance program is common within the banking industry and provides an incentive for
long-term employment with CTBI.
CTBI does not provide significant perquisites or personal benefits to executive officers. The NEOs, as well as other executive officers, members of
senior management, and key employees, are provided country club memberships and other perquisites with an aggregate individual annual value of less than $10,000.
Unlike some other banks in its Peer Group, CTBI does not provide any supplemental executive retirement plan. CTBI allows executives to voluntarily
defer receipt of any cash bonuses earned under the annual Incentive Plan.
Employment Contracts, Termination of Employment, and Change in Control Arrangements
CTBI does not provide employment agreements to executives. Due to ongoing industry consolidation, CTBI has established termination of employment and
change in control agreements (“Severance Agreements”) with each of its NEOs, other executive officers, and certain other senior officers. Severance Agreements are provided in order to attract and retain key executives by protecting them in the event
of a change in control. The Severance Agreements are effective for a term equal to the longer of three years or the covered period should a change in control of CTBI occur during such three-year period. These agreements are automatically renewable
for additional one-year periods. The covered period during which the terms and conditions of the Severance Agreements are effective is the period of time following a change in control equal to: (i) two years following the occurrence of the change in
control in the event of an involuntary termination or a voluntary termination following a change in duties or (ii) the thirteenth month following the change in control in the event of a voluntary termination not preceded by a change in duties.
The Severance Agreements require the payment to a NEO, other executive officer, or senior officer of a severance amount in the event of an involuntary
or voluntary termination of employment after a change in control of CTBI during the covered period. The severance amount payable under the Severance Agreements is equal to: (i) 2.99 times the NEO’s or other executive officer’s base annual salary in
the event of involuntary termination or in the event of a voluntary termination of employment preceded by a change in duties subsequent to a change in control of CTBI, or (ii) 2.00 times the NEO’s or other executive officer’s annual base salary in the
event of a voluntary termination of employment not preceded by a change in duties subsequent to a change in control of CTBI.
For purposes of the Severance Agreements, a change in control occurs when: (i) any person, including a group under Section 13(d)(3) of the Securities
Exchange Act of 1934 is or becomes the owner of 30% or more of the combined voting power of CTBI’s outstanding securities; (ii) as a result of, or in connection with, any tender offer, exchange offer, merger or other combination, sale of assets or
contested election, the persons who were directors of CTBI before such transaction(s) cease to constitute a majority of the Board of Directors of CTBI or successor of CTBI; (iii) a tender or exchange offer is made and consummated for the ownership of
30% or more of the combined voting power of CTBI’s outstanding voting securities; or (iv) CTBI transfers substantially all of its assets to another corporation that is not a wholly-owned subsidiary of CTBI.
The Committee believes the use and structure of the Severance Agreements are consistent with CTBI’s compensation objectives to attract, motivate, and
retain highly qualified executives. The Committee also believes that the Severance Agreements promote job stability, provide a measure of financial security, preserve morale and productivity, and encourage retention during the period of uncertainty
that accompanies an actual or potential change in control. The Committee periodically reviews the terms of the Severance Agreements in the context of CTBI’s other executive compensation arrangements, changes in government regulations and trends in
competitive practices.
No termination of employment or change in control payments were made under the Severance Agreements in 2022, and there were no changes made to the terms
of the Severance Agreements during 2022 or to date in 2023.
Compensation Governance and Oversight
The Committee is responsible for the oversight of compensation risk. The Committee annually reviews the Senior Management Incentive Compensation Plan,
the Long-Term Incentive Compensation Plan, and the Employee Incentive Compensation Plan, as well as other compensation arrangements, to evaluate their potential for creating or increasing risk to CTBI. During 2022, the Committee reviewed the
compensation risk assessment performed by management and concluded that CTBI’s compensation plans do not motivate or reward management for taking inappropriate risks and do not create any risks that are reasonably likely to have a material adverse
impact on CTBI.
The Committee has adopted a recoupment policy applicable to members of CTBI’s Executive Committee. The policy provides, in general, that in the event
any such person’s fraud, dishonesty or recklessness substantially contributes to CTBI’s material noncompliance with financial reporting requirements under securities laws resulting in CTBI’s obligation to prepare an accounting restatement, the
Committee will direct CTBI to use prompt and reasonable efforts to recover from such person the amount of specified performance-based compensation determined by the Committee to have been materially affected by the restatement that is in excess of the
amount of performance-based compensation which would have otherwise been received by such person, assuming the financial statements had originally been prepared as restated. The Committee may approve amendments to the recoupment policy at any time,
including amendments to conform to regulations adopted by the Securities and Exchange Commission or applicable listing requirements.
Tax Deductibility
Federal income tax law caps at $1,000,000 the deductible compensation per year for each of the NEOs, subject to certain exceptions. In developing and
implementing executive compensation policies and programs, the Committee considers whether particular payments and awards are deductible for federal income tax purposes, along with other relevant factors. The Committee has taken what it believes to be
appropriate steps to maximize the deductibility of executive compensation. It is the general intention of the Committee to meet the requirements for deductibility whenever possible. However, considering the repeal of the performance-based
compensation exception under Tax Code Section 162(m), the Compensation Committee expects in the future to approve compensation that is not deductible for income tax purposes. The Committee will continue to review and monitor the deductibility of
compensation.
Say-on-Pay Resolutions
In 2022, we submitted our executive compensation program to an advisory, nonbinding vote of shareholders (i.e., “say-on-pay”). At the 2022 annual
shareholders meeting, approximately 93% of votes cast were voted in favor of a resolution approving our executive compensation program. Based on these results, the Committee concluded that shareholders supported CTBI’s approach to executive
compensation. In addition, at the 2017 annual shareholders’ meeting, more than 80% of votes cast were in favor of having an annual say-on-pay vote. Under applicable law, shareholders must be asked to vote at least every six years on the frequency of
future shareholder advisory votes with respect to executive compensation. Accordingly, at the 2023 annual meeting, shareholders are being asked to approve: (i) the continuation of an annual “say-on-pay” advisory shareholder vote with respect to
executive compensation and (ii) an advisory, nonbinding resolution in favor of CTBI’s executive compensation arrangements. Although the results of annual say-on-pay resolutions are not binding on CTBI, the Committee welcomes feedback from
shareholders, and it will consider the outcome of each year’s say-on-pay vote as part of its ongoing review of the executive compensation program.
Report of the Compensation Committee
The Compensation Committee of CTBI has reviewed and discussed the Compensation Discussion and Analysis with management. Based on that review and
discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Eugenia “Crit” Luallen, Chairman
M. Lynn Parrish
Anthony W. St. Charles
James E. McGhee II
March 7, 2023
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid or accrued by CTBI to or for the account of the Chief Executive Officer, the Chief
Financial Officer, and each of the other three most highly compensated executive officers of CTBI (collectively “Named Executive Officers” or “NEOs”) for the fiscal years ended December 31, 2022, 2021, and 2020, except Mr. Newsom and Mr. Sparkman who
became NEOs at the end of 2022, and therefore, whose compensation is listed only for the fiscal year ended December 31, 2022.
SUMMARY COMPENSATION TABLE
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Stock Awards
(1) ($)
|
Non-Equity Incentive Plan Compensation (2) ($)
|
All Other
Compensation
(3) ($)
|
Total Compensation
(4) ($)
|
|
Jean R. Hale,
|
2022
|
80,769
|
160,989
|
825,000
|
17,138
|
1,083,896
|
|
Former Chairman and
|
2021
|
699,039
|
28,174
|
1,090,000
|
36,326
|
1,853,539
|
|
Chief Executive Officer
|
2020
|
699,039
|
64,996
|
272,482
|
39,652
|
1,076,169
|
| |
|
|
|
|
|
|
|
Mark A. Gooch,
|
2022
|
619,231
|
98,622
|
843,750
|
30,143
|
1,591,746
|
|
Vice Chairman, President,
|
2021
|
489,423
|
17,454
|
599,000
|
27,343
|
1,133,220
|
|
and Chief Executive Officer
|
2020
|
492,115
|
40,265
|
147,957
|
27,784
|
708,145
|
| |
|
|
|
|
|
|
|
Kevin J. Stumbo,
|
2022
|
338,846
|
56,043
|
298,500
|
26,328
|
719,717
|
|
Executive Vice President,
|
2021
|
324,615
|
9,598
|
283,500
|
23,670
|
641,383
|
|
Chief Financial Officer,
|
2020
|
325,577
|
22,141
|
65,814
|
23,768
|
437,300
|
|
and Treasurer
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
James B. Draughn,
|
2022
|
328,615
|
53,815
|
288,600
|
33,862
|
704,892
|
|
Executive Vice President
|
2021
|
312,244
|
9,443
|
274,200
|
36,418
|
632,305
|
| |
2020
|
312,692
|
133,340
|
64,456
|
37,401
|
547,889
|
| |
|
|
|
|
|
|
|
Larry W. Jones,
|
2022
|
323,733
|
53,314
|
470,700
|
31,499
|
879,246
|
|
Executive Vice President
|
2021
|
308,704
|
9,443
|
272,400
|
27,589
|
618,136
|
| |
2020
|
310,769
|
21,740
|
64,680
|
26,982
|
424,171
|
| |
|
|
|
|
|
|
|
Richard W. Newsom
|
2022
|
345,423
|
50,130
|
294,600
|
26,373
|
716,526
|
|
Executive Vice President
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Ricky D. Sparkman
|
2022
|
303,885
|
50,130
|
267,600
|
22,069
|
643,684
|
|
Executive Vice President
|
|
|
|
|
|
|
|
(1)
|
The amounts in this column reflect the grant date fair value of all restricted stock awards granted during the years ended December 31, 2022, 2021, and 2020,
under CTBI’s stock ownership plan and in accordance with ASC Topic 718.
|
| (2) |
Non-Equity Incentive Plan Compensation includes amounts paid under the Senior Management Incentive Compensation Plan (“Incentive Plan”), which is open to all executive officers, market
presidents, and senior vice presidents of consolidated functions and the Executive Long-Term Incentive Plan which is open to all executive officers. Individuals below senior vice president level may be recommended and approved by the
Compensation Committee for special awards of options for extraordinary performance under the Incentive Plan. Non-Equity Incentive Plan Compensation for executive officers is earned based on CTBI reaching certain earnings per share and return
on assets goals after accruing for the cost of the incentive compensation.
|
| (3) |
The compensation represented by the amounts for 2022, 2021, and 2020 set forth in the All Other Compensation column for NEOs is detailed in the following table.
|
|
Name
|
Year
|
Company Contributions to ESOP ($)
|
Company Contributions to 401(k) ($)
|
Perquisites ($)
|
Company Paid Life Insurance Premiums ($)
|
Dividends Received on Restricted Stock ($)
|
Total All Other Compensation ($)
|
| |
|
(a)
|
(a)
|
|
(b)
|
|
|
|
Jean R. Hale
|
2022
|
12,200
|
2,740
|
-
|
740
|
1,458
|
17,138
|
| |
2021
|
11,600
|
9,750
|
-
|
8,877
|
6,099
|
36,326
|
| |
2020
|
11,400
|
13,000
|
-
|
7,823
|
7,429
|
39,652
|
| |
|
|
|
|
|
|
|
|
Mark A. Gooch
|
2022
|
12,200
|
10,250
|
-
|
2,531
|
5,162
|
30,143
|
| |
2021
|
11,600
|
9,750
|
-
|
2,198
|
3,795
|
27,343
|
| |
2020
|
11,400
|
9,750
|
-
|
1,998
|
4,636
|
27,784
|
| |
|
|
|
|
|
|
|
|
Kevin J. Stumbo
|
2022
|
12,200
|
9,745
|
-
|
1,508
|
2,875
|
26,328
|
| |
2021
|
11,600
|
8,673
|
-
|
1,348
|
2,049
|
23,670
|
| |
2020
|
11,400
|
8,679
|
-
|
1,219
|
2,470
|
23,768
|
| |
|
|
|
|
|
|
|
|
James B. Draughn
|
2022
|
12,200
|
11,179
|
-
|
1,586
|
8,897
|
33,862
|
| |
2021
|
11,600
|
9,750
|
-
|
1,371
|
13,697
|
36,418
|
| |
2020
|
11,400
|
11,798
|
-
|
1,244
|
12,959
|
37,401
|
| |
|
|
|
|
|
|
|
|
Larry W. Jones
|
2022
|
12,200
|
9,261
|
-
|
7,248
|
2,790
|
31,499
|
| |
2021
|
11,600
|
7,803
|
-
|
6,137
|
2,049
|
27,589
|
| |
2020
|
11,400
|
7,879
|
-
|
5,203
|
2,500
|
26,982
|
| |
|
|
|
|
|
|
|
|
Richard W. Newsom
|
2022
|
12,200
|
8,432
|
-
|
3,142
|
2,599
|
26,373
|
| |
|
|
|
|
|
|
|
|
Ricky D. Sparkman
|
2022
|
12,200
|
5,930
|
-
|
1,340
|
2,599
|
22,069
|
|
(a)
|
For further information regarding the ESOP and 401(k) Plans, see the Compensation Discussion and Analysis.
|
| (b) |
This column includes excess premiums reported as taxable compensation on the NEO’s W-2 for life insurance at three times salary. A similar insurance benefit at three times salary is
provided to all full-time employees on a nondiscriminatory basis.
|
The following table sets forth the information regarding plan based awards granted to NEOs in 2022.
GRANTS OF PLAN BASED AWARDS
|
Name
|
Grant
Date
|
Payouts Under Non-Equity Incentive Plan Awards (1)
($)
|
All Other Awards: Number of
Securities
Underlying
Options
Granted (2)
(#)
|
Exercise
or Base
Price
($/share)
|
Grant Date Fair Value of Equity Awards (3) ($)
|
|
Jean R. Hale
|
|
|
|
|
|
|
2020 Long-Term Incentive Plan
|
-
|
400,000
|
-
|
-
|
-
|
|
2021 Long-Term Incentive Plan
|
-
|
425,000
|
-
|
-
|
-
|
|
Restricted Stock Grant
|
01/25/2022
|
-
|
3,539
|
45.49
|
160,989
|
| |
|
|
|
|
|
|
Mark A. Gooch
|
|
|
|
|
|
|
2022 Senior Management Incentive Plan
|
-
|
630,000
|
-
|
-
|
-
|
|
2020 Long-Term Incentive Plan
|
-
|
213,750
|
-
|
-
|
-
|
|
Restricted Stock Grant
|
01/25/2022
|
-
|
2,168
|
45.49
|
98,622
|
| |
|
|
|
|
|
|
Kevin J. Stumbo
|
|
|
|
|
|
|
2022 Senior Management Incentive Plan
|
-
|
204,000
|
-
|
-
|
-
|
|
2020 Long-Term Incentive Plan
|
-
|
94,500
|
-
|
-
|
-
|
|
Restricted Stock Grant
|
01/25/2022
|
-
|
1,232
|
45.49
|
56,044
|
| |
|
|
|
|
|
|
James B. Draughn
|
|
|
|
|
|
|
2022 Senior Management Incentive Plan
|
-
|
198,000
|
-
|
-
|
-
|
|
2020 Long-Term Incentive Plan
|
-
|
90,600
|
-
|
-
|
-
|
|
Restricted Stock Grant
|
01/25/2022
|
-
|
1,183
|
45.49
|
53,815
|
|
Name
|
Grant
Date
|
Payouts Under Non-Equity Incentive Plan Awards (1)
($)
|
All Other Awards: Number of
Securities
Underlying
Options
Granted (2)
(#)
|
Exercise
or Base
Price
($/share)
|
Grant Date Fair Value of Equity Awards (3) ($)
|
|
Larry W. Jones
|
|
|
|
|
|
|
2022 Senior Management Incentive Plan
|
-
|
192,000
|
-
|
-
|
-
|
|
2020 Long-Term Incentive Plan
|
-
|
90,000
|
-
|
-
|
-
|
|
2021 Long-Term Incentive Plan
|
-
|
92,700
|
-
|
-
|
-
|
|
2022 Long-Term Incentive Plan
|
-
|
96,000
|
-
|
-
|
-
|
|
Restricted Stock Grant
|
01/25/2022
|
-
|
1,172
|
45.49
|
53,314
|
| |
|
|
|
|
|
|
Richard W. Newsom
|
|
|
|
|
|
|
2022 Senior Management Incentive Plan
|
-
|
210,000
|
-
|
-
|
-
|
|
2020 Long-Term Incentive Plan
|
-
|
84,600
|
-
|
-
|
-
|
|
Restricted Stock Grant
|
01/25/2022
|
-
|
1,102
|
45.49
|
50,130
|
| |
|
|
|
|
|
|
Ricky D. Sparkman
|
|
|
|
|
|
|
2022 Senior Management Incentive Plan
|
-
|
183,000
|
-
|
-
|
-
|
|
2020 Long-Term Incentive Plan
|
-
|
84,600
|
-
|
-
|
-
|
|
Restricted Stock Grant
|
01/25/2022
|
-
|
1,102
|
45.49
|
50,130
|
|
(1)
|
This column shows the payouts for 2022 performance under the Senior Management Incentive Compensation Plan and for performance during the years 2020, 2021, and
2022 under the 2020 Long-Term Incentive Plan, paid in January 2023, as described in the Compensation Discussion and Analysis. For 2022, the target (base) level of ROAA was 1.37%, and the target (base) level of EPS was $4.23 for payout under
the Senior Management Incentive Compensation Plan. Actual results for the year 2022 were ROAA of 1.50% and EPS of $4.59. The 2022 results were above the amount required to earn a payment at the maximum tier bonus level. The cumulative net
income goal for 2020-2022, under the 2020 Long-Term Incentive Plan, was $196 million, and actual cumulative net income for the period was $229.3 million. The cumulative 2020-2022 results were above the amount required to earn a payment at
the maximum tier bonus level. As a result, the current CEO and other NEOs earned incentives equal to 150% of their target incentive potentials under the 2020 Long-Term Incentive Plan. Jean R. Hale and Larry W. Jones retired in 2022. Under
the terms of the 2020, 2021, and 2022 Long-Term Incentive Plans, upon retirement, participants in the plan are entitled to an award equal to the maximum amount payable at the end of the award period at the current level of performance against
the plan. Accordingly, Ms. Hale was paid the maximum award for her participation in the 2020 and 2021 Long-Term Incentive Plans at her retirement on February 7, 2022 and Mr. Jones was paid the maximum award for his participation in the 2021
and 2022 Long-Term Incentive Plans at his retirement on December 30, 2022.
|
| (2) |
Restricted stock was granted to the NEOs as a result of achieving the required level of performance under the 2021 Senior Management Incentive Compensation Plan. The restricted stock
was granted pursuant to the terms of CTBI’s 2015 Stock Ownership Incentive Plan. The restrictions on the restricted stock lapse ratably over four years or upon a change in control of CTBI followed by certain employment termination events.
|
| (3) |
The grant-date fair value of restricted stock grants was $45.49 per share, measured in accordance with ASC 718.
|
The following table sets forth the estimated payouts of non-equity incentive plan awards that may result from the performance units granted to the NEOs
in 2022 and 2021, outstanding as of December 31, 2022:
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS
|
Name
|
Year Granted
|
Minimum ($)
|
Target ($)
|
Maximum ($)
|
|
Mark A. Gooch
|
2022
|
63,000
|
252,000
|
378,000
|
| |
2021
|
36,750
|
147,000
|
220,500
|
| |
|
|
|
|
|
Kevin J. Stumbo
|
2022
|
17,000
|
68,000
|
102,000
|
| |
2021
|
16,250
|
65,000
|
97,500
|
| |
|
|
|
|
|
James B. Draughn
|
2022
|
16,500
|
66,000
|
99,000
|
| |
2021
|
15,600
|
62,400
|
93,600
|
| |
|
|
|
|
|
Richard W. Newsom
|
2022
|
17,500
|
80,000
|
105,000
|
| |
2021
|
14,525
|
58,100
|
87,150
|
| |
|
|
|
|
|
Ricky D. Sparkman
|
2022
|
15,250
|
61,000
|
91,500
|
| |
2021
|
14,525
|
58,100
|
87,150
|
There were no stock option exercises by NEOs in 2022. The following tables set forth information concerning restricted stock vested during 2022 and the
number and value of restricted stock held by the NEOs of CTBI at December 31, 2022.
OPTION EXERCISES AND RESTRICTED STOCK VESTED
|
Name
|
Shares Acquired on Exercise (#)
|
Value Realized (1) ($)
|
Shares Acquired on Vesting (#)
|
Value Realized (1)
($)
|
|
Jean R. Hale (2)
|
0
|
--
|
7,184
|
315,128
|
| |
|
|
|
|
|
Mark A. Gooch
|
0
|
--
|
1,003
|
44,396
|
| |
|
|
|
|
|
Kevin J. Stumbo
|
0
|
--
|
538
|
23,816
|
| |
|
|
|
|
|
James B. Draughn
|
0
|
--
|
5,537
|
249,820
|
| |
|
|
|
|
|
Larry W. Jones (3)
|
0
|
--
|
2,396
|
109,147
|
| |
|
|
|
|
|
Richard W. Newsom
|
0
|
--
|
494
|
21,867
|
| |
|
|
|
|
|
Ricky D. Sparkman
|
0
|
--
|
494
|
21,867
|
|
(1)
|
The value realized is calculated based on the closing market price on the date of vesting of restricted stock.
|
|
(2)
|
Upon the retirement of Ms. Hale on February 7, 2022, the Board approved the accelerated vesting of 5,573 shares of restricted stock with a value realized of
$243,819.
|
|
(3)
|
Upon the retirement of Mr. Jones on December 30, 2022, the Board approved the accelerated vesting of 1,855 shares of restricted stock with a value realized of
$85,200.
|
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022
|
Name
|
Number of Securities Underlying Unexercised Options and Restricted Stock Grants at Fiscal Year-End (1) (#)
|
Option Exercise Price ($)
|
Expiration Date (2)
|
Value of Unexercised In-the-Money Options and Restricted Stock Grants at Fiscal Year-End (3) ($)
|
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|
Mark A. Gooch
|
|
|
|
|
|
|
|
Restricted Stock Grants:
|
|
|
|
|
|
|
|
Granted 01/29/19
|
0
|
474
|
-
|
01/29/23
|
-
|
21,771
|
|
Granted 01/28/20
|
0
|
451
|
-
|
01/28/24
|
-
|
20,714
|
|
Granted 01/26/21
|
0
|
339
|
-
|
01/26/25
|
-
|
15,570
|
|
Granted 01/25/22
|
0
|
2,168
|
-
|
01/25/26
|
-
|
99,576
|
| |
|
|
|
|
|
|
|
Kevin J. Stumbo
|
|
|
|
|
|
|
|
Restricted Stock Grants:
|
|
|
|
|
|
|
|
Granted 01/29/19
|
0
|
256
|
-
|
01/29/23
|
-
|
11,758
|
|
Granted 01/28/20
|
0
|
248
|
-
|
01/28/24
|
-
|
11,391
|
|
Granted 01/26/21
|
0
|
186
|
-
|
01/26/25
|
-
|
8,543
|
|
Granted 01/25/22
|
0
|
1,232
|
-
|
01/25/26
|
-
|
56,586
|
| |
|
|
|
|
|
|
|
James B. Draughn
|
|
|
|
|
|
|
|
Restricted Stock Grants:
|
|
|
|
|
|
|
|
Granted 01/29/19
|
0
|
253
|
-
|
01/29/23
|
-
|
11,620
|
|
Granted 01/28/20
|
0
|
244
|
-
|
01/28/24
|
-
|
11,207
|
|
Granted 01/28/20
|
0
|
2,500
|
-
|
01/28/25
|
-
|
114,825
|
|
Granted 01/26/21
|
0
|
183
|
-
|
01/26/25
|
-
|
8,405
|
|
Granted 01/25/22
|
0
|
1,183
|
-
|
01/25/26
|
-
|
54,335
|
| |
|
|
|
|
|
|
|
Richard W. Newsom
|
|
|
|
|
|
|
|
Restricted Stock Grants:
|
|
|
|
|
|
|
|
Granted 01/29/19
|
0
|
233
|
-
|
01/29/23
|
-
|
10,702
|
|
Granted 01/28/20
|
0
|
227
|
-
|
01/28/24
|
-
|
10,426
|
|
Granted 01/26/21
|
0
|
171
|
-
|
01/26/25
|
-
|
7,854
|
|
Granted 01/25/22
|
0
|
1,102
|
-
|
01/25/26
|
-
|
50,615
|
| |
|
|
|
|
|
|
|
Ricky D. Sparkman
|
|
|
|
|
|
|
|
Restricted Stock Grants:
|
|
|
|
|
|
|
|
Granted 01/29/19
|
0
|
233
|
-
|
01/29/23
|
-
|
10,702
|
|
Granted 01/28/20
|
0
|
227
|
-
|
01/28/24
|
-
|
10,426
|
|
Granted 01/26/21
|
0
|
171
|
-
|
01/26/25
|
-
|
7,854
|
|
Granted 01/25/22
|
0
|
1,102
|
-
|
01/25/26
|
-
|
50,615
|
|
(1)
|
The restrictions on the restricted stock granted to NEOs will lapse ratably over four years, except for 2,500 shares issued to Mr. Draughn on January 28, 2020
that were issued as a management retention grant and will cliff vest in five years. The restrictions on restricted stock lapse upon a change in control of CTBI followed by certain employment termination events.
|
|
(2)
|
This column represents the date restrictions lapse on restricted stock grants.
|
|
(3)
|
Based on the per share closing price of $45.93 of our common stock at December 31, 2022.
|
CHANGE IN CONTROL AND TERMINATION BENEFITS
CTBI provides additional benefits, not included in the previous tables, to the NEOs in the event of a change in control. The following table provides
an estimate of the value of such benefits, assuming the change in control had occurred on December 31, 2022.
|
Name
|
Severance Payment Equal to 2.99 Times Annual Base Salary
(1) ($)
|
Severance Payment Equal to 2.00 Times Annual Base Salary
(2) ($)
|
Acceleration of Restricted Stock Grants
(3) ($)
|
Acceleration of Performance Based Units Payable in Cash
(4) ($)
|
Total (Based on 2.99 Times Annual Base Salary)
(1) ($)
|
Total (Based on 2.00 Times Annual Base Salary)
(2) ($)
|
|
Mark A. Gooch
|
1,883,700
|
1,260,000
|
157,632
|
472,500
|
2,513,832
|
1,890,132
|
| |
|
|
|
|
|
|
|
Kevin J. Stumbo
|
1,016,600
|
680,000
|
88,277
|
165,500
|
1,270,377
|
933,777
|
| |
|
|
|
|
|
|
|
James B. Draughn
|
986,700
|
660,000
|
200,393
|
159,600
|
1,346,693
|
1,019,993
|
| |
|
|
|
|
|
|
|
Richard W. Newsom
|
1,046,500
|
700,000
|
79,597
|
192,150
|
1,318,247
|
947,747
|
| |
|
|
|
|
|
|
|
Ricky D. Sparkman
|
911,950
|
610,000
|
79,597
|
178,650
|
1,170,197
|
868,247
|
| (1) |
Severance agreements with the NEOs require payment of an amount equal to 2.99 times annual base salary in the event of a change in control of CTBI followed by: (a) a subsequent
involuntary termination; or (b) a voluntary termination preceded by a change in duties.
|
| (2) |
Severance agreements with the NEOs require payment of an amount equal to 2.00 times annual base salary in the event of a voluntary termination not preceded by a change in duties
subsequent to a change in control of CTBI.
|
| (3) |
The restrictions on restricted stock issued prior to 2017 lapse immediately upon a change in control of CTBI. Restrictions on restricted stock issued in 2017 and after, lapse upon a
change in control of CTBI followed by certain employment termination events. The amounts shown for restricted stock represent the number of shares granted multiplied by the per share closing price at December 31, 2022 of $45.93.
|
| (4) |
Upon a change in control, followed by certain employment termination events, any then outstanding performance units shall become fully vested following the change in control, in an
amount which is equal to the greater of (a) the amount payable under the performance unit at the target cumulative net income level multiplied by a percentage equal to the percentage that would have been earned under the terms of the
performance unit agreement assuming that the rate at which the performance goal has been achieved as of the date of such change in control would have been continued until the end of the performance period; or (b) the amount payable under the
performance unit at the target cumulative net income level multiplied by the percentage of the performance period completed by the participant at the time of the change in control.
|
See the Employment Contracts, Termination of Employment, and Change in Control Agreements section of the Compensation Discussion and Analysis for further
information.
PAY RATIO DISCLOSURE RULE
The annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive
officer (“PEO”) is provided below. During 2022, two individuals held the position of PEO. Jean R. Hale, Chairman and Chief Executive Officer, retired effective February 7, 2022. Following her retirement, Mark A. Gooch was appointed Vice Chairman,
President, and Chief Executive Officer. The pay ratio is calculated for Mr. Gooch below (as he was the PEO at December 31, 2022, which is the date selected to identify the median employee) by annualizing his salary based upon his salary increase upon
becoming Chief Executive Officer. The purpose of the required disclosure is to provide a measure of the equitability of pay within the organization. CTBI believes its compensation philosophy and process yield an equitable result and is presenting
such information as follows:
|
Median employee total annual compensation
|
|
$
|
40,049
|
|
| |
|
|
|
|
|
Mr. Gooch (PEO) total annual compensation
|
|
$
|
1,602,516
|
|
|
Ratio of PEO to median employee compensation
|
|
40.0:1.0
|
|
In determining the median employee, a listing was prepared of all employees (other than the PEO) as of December 31, 2022, ordered based on total
compensation. Wages and salaries were annualized for those employees who were not employed for the full year of 2022, other than temporary or seasonal employees. The median employee was selected from the annualized list. Included in the calculation of
total compensation were the employee earnings paid by CTBI, cash bonuses received, the grant date fair value of any equity grants by the employer, employer paid ESOP contributions, employer matching of 401(k) contributions, employer paid life insurance
premiums, and dividends paid on restricted stock held by the employee.
