DEF 14A of Republic Bancorp Inc /Ky/
Filed Mar 14, 2025 · FY20240001558370-25-002943
◻Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
| ● | “FOR” the approval of the Republic Bancorp, Inc. 2025 Stock Incentive Plan; and |
◻Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
| 2024 Summary Compensation Table | 52 | | Grants of Plan Based Awards During 2024 | 54 | | Outstanding Equity Awards as of December 31, 2024 | 55 | | Option Exercises and Stock Vested During 2024 | 56 | | Nonqualified Deferred Compensation | 57 | | Post-Employment Compensation | 59 | | Pay Versus Performance | 62 | | 2024 Pay Ratio Disclosure | 68 | | Audit Committee Reports | 69 | | Certain Relationships and Related Transactions | 70 | | Delinquent Section 16(A) Reports | 72 | | Solicitation of Proxies | 73 | | Proposal Three: Approval of the Republic Bancorp, Inc. 2025 Stock Incentive Plan | 74 | | Proposal Four: Ratification of Independent Registered Public Accounting Firm | 80 | | Shareholders’ Communications with the Board of Directors | 83 | | Other Matters | 84 | | Shareholder Proposals | 85 | | Annual Report | 86 |
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| (20) Includes voting rights for 400 restricted shares that vest in October 2026. Includes 1,000 shares for stock options held by Andrew Trager-Kusman that are exercisable within 60 days of February 14, 2025. Andrew Trager-Kusman owns Jaytee and Teebank limited partnership units, both individually and through various trusts, as disclosed in Footnote 9. Does not include 478 shares issuable beyond 60 days of February 14, 2025 to Andrew Trager-Kusman upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan. |
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| (22) Includes voting rights for 1,433 restricted shares that vest in January 2027. Includes 6,368 shares for stock options held by William R. Nelson that are exercisable within 60 days of February 14, 2025. Does not include 2,202 shares issuable beyond 60 days of February 14, 2025 to William R. Nelson upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan. |
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| (24) Includes 3,980 shares held by Kevin D. Sipes in Republic’s 401(k) Plan. Also includes 1,478 shares held by Kevin D. Sipes in Republic’s Employee Stock Purchase Plan. Includes voting rights for 1,433 restricted shares that vest in January 2027. Includes 6,368 shares for stock options held by Kevin D. Sipes that are exercisable within 60 days of February 14, 2025. Does not include 6,152 shares issuable beyond 60 days of February 14, 2025 to Kevin D. Sipes upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan. |
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| (25) Includes 804 shares held by Jeffrey A. Starke in Republic’s 401(k) Plan. Also includes 1,790 restricted shares that vest in January 2027. Does not include 997 shares issuable beyond 60 days of February 14, 2025 to Jeffrey A. Starke upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan. |
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| (26) Includes the shares as described above held by the Directors and the NEOs, along with an additional 137,495 shares held by other Executive Officers. Shares held by the Director Nominees are not included. |
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| 14 | Republic Bancorp, Inc. |
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PROPOSAL ONE: ELECTION OF DIRECTORS
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| Recommendation of Republic’s Board of Directors | The Board of Directors recommends that shareholders vote “FOR” all of the proposed Director Nominees named in this Proxy Statement. |
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The Board of Directors is comprised of one class of Directors that is elected annually. Each Director serves a term of one (1) year until the next annual meeting and shall serve until his or her successor is elected and qualified or his or her earlier resignation or removal. All of Republic’s current Directors were elected to a one (1) year term at the most recent Annual Meeting held on April 25, 2024. Number of Directors Republic’s Bylaws (the “Bylaws”) currently provide for not less than five (5) nor more than eighteen (18) Directors. In accordance with the Bylaws, the Board of Directors has fixed the number of Directors to be elected at the Annual Meeting at fifteen (15).
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| Mandatory Retirement Age | | 72 |
Republic Bank Banking Center Locations
Mandatory Retirement Age The mandatory retirement age for a Director is seventy-two (72) years old, excepting Directors of record as of January 1990. A Director’s age shall be determined as of December 31 of the year prior to the Director’s election, i.e., a person can be elected as a Director if that person is under age seventy-two (72) as of December 31 of the year prior to that election. Any Director who is or reaches age seventy-two (72) during the Director’s term shall serve until the expiration of the Director’s term and shall serve until his or her successor is elected and qualified or his or her earlier resignation or removal. No current Director will retire from the Board at this Annual Meeting due to the mandatory retirement age.
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| 2025 PROXY STATEMENT | 15 |
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2025 Director Nominees The Nominating Committee of the Board of Directors (the “Nominating Committee”) and the Board of Directors have nominated the following Director Nominees for election:
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| ▪ Yoania Cannon ▪ David P. Feaster ▪ Jennifer N. Green ▪ Heather V. Howell ▪ Timothy S. Huval ▪ Ernest W. Marshall, Jr. ▪ W. Patrick Mulloy, II ▪ W. Kennett Oyler, III | ▪ Logan M. Pichel ▪ Vidya Ravichandran ▪ Alejandro M. Sanchez ▪ A. Scott Trager ▪ Steven E. Trager ▪ Andrew Trager-Kusman ▪ Mark A. Vogt |
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All Director Nominees are current members of the Board of Directors and the Bank Board. The Director Nominees would serve a one (1) year term until the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and shall serve until their successor is elected and qualified or their earlier resignation or removal. The Nominating Committee considers recommendations of the Chief Executive Officer of the Bank (“CEO/Bank”) and the Trager family members (“Trager Family Members”) (generally defined to include (i) Steven E. Trager, who is Chair/CEO, (ii) Jean S. Trager, the mother of Steven E. Trager, and (iii) their descendants, companies, partnerships, or trusts in which they are majority owners, trustees, or beneficiaries) as well as prior service and performance as a Director. In 2025, the Nominating Committee and the Board of Directors approved the Director Nominees to be considered for election at the Annual Meeting. No candidate that was recommended by a beneficial owner of more than five percent (5%) of the Company’s voting common stock was rejected. The Trager Family Members recommended all Director Nominees submitted to the Nominating Committee and the Board of Directors. No other shareholder submitted a recommendation for a Director Nominee for the Annual Meeting. The Nominating Committee will consider candidates for Director Nominees at the 2026 Annual Meeting properly put forth by Republic shareholders. Shareholders should submit such nominations, if any, to the Company’s Secretary, at 601 West Market Street, Louisville, Kentucky, 40202, along with the information required in the Bylaws, no later than January 24, 2026. Shareholder nominations must be made according to the procedures contained in the Bylaws and described in this Proxy Statement under the heading “Shareholder Proposals”. Any shareholder notice of nomination must include the information required by the Bylaws with respect to the nomination and all other information regarding the proposed nominee and the nominating shareholder required by Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. The Company may refuse to consider any nomination that is not timely or otherwise fails to meet the requirements of the Bylaws or the SEC’s rules with respect to the submission of Director nominations. A written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, to serve as a Director should accompany any shareholder nomination. 2025 Independent Director Nominees Non-employee Director Nominees Yoania Cannon, Jennifer N. Green, Heather V. Howell, Timothy S. Huval, Ernest W. Marshall, Jr., W. Patrick Mulloy, II, W. Kennett Oyler, III, Vidya Ravichandran, Alejandro M. Sanchez, and Mark A. Vogt would collectively comprise a majority of the Board of Directors, and the Board has determined that each is an “independent director” as defined in Rule 5605(a)(2) of the NASDAQ listing standards (“Independent Directors”). Director Nominee David P. Feaster, while a non-employee Director Nominee, retired from the Bank in 2019 and currently provides consulting services to the Bank. Accordingly, Mr. Feaster is not identified as an Independent Director. While the Company is a “controlled company” as defined under the NASDAQ rules and thus is entitled to an exemption from the majority independence rule, the Company has not elected this exemption for its 2025 election of Directors but reserves the right to claim this exemption in the future.
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| 16 | Republic Bancorp, Inc. |
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Director Nominee Availability Neither the Nominating Committee nor the Board of Directors has reason to believe that any Director Nominee will not be available for election or to serve following election. However, if any of the Director Nominees should become unavailable for election, and unless authority is withheld, the holders of the proxies solicited hereby will vote for such other individual(s) as the Nominating Committee or the Board of Directors may recommend. Director Skills Matrix
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| | | | | | | | | | | (as of December 31, 2024) | Accounting Financial Reporting | Banking Investment | Technology Cyber Security | Human Capital Management | Legal/ Compliance | CEO & Board Leadership | Environmental/ Social Responsibility | Mergers & Acquisitions | | Yoania Cannon | | | | | | | | | | David P. Feaster | | | | | | | | | | Jennifer N. Green | | | | | | | | | | Heather V. Howell | | | | | | | | | | Timothy S. Huval | | | | | | | | | | Ernest W. Marshall, Jr. | | | | | | | | | | W. Patrick Mulloy, II | | | | | | | | | | W. Kennett Oyler, III | | | | | | | | | | Logan M. Pichel | | | | | | | | | | Vidya Ravichandran | | | | | | | | | | Alejandro M. Sanchez | | | | | | | | | | A. Scott Trager | | | | | | | | | | Steven E. Trager | | | | | | | | | | Andrew Trager-Kusman | | | | | | | | | | Mark A. Vogt | | | | | | | | |
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| 2025 PROXY STATEMENT | 17 |
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Director Nominees’ Names and Principal Occupations for the Past Five Years The following table details the indicated information for each Director Nominee as of December 31, 2024, including service as a Director of the Company or its predecessors:
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| YOANIA CANNON | | DAVID P. FEASTER | | | COMMITTEE: Audit Age: 44 Director of Republic and Director of the Bank since 2024 | | COMMITTEES: Loan Trust - Chair Age: 71 Director of Republic since 2020 and Director of the Bank since 2019 Consultant, Republic Bank & Trust Company | | | KEY EXPERIENCE AND QUALIFICATIONS ● Vice President, Global Brand Strategy and Finance Capabilities with Brown-Forman Corporation (February 2023 – January 2025). ● Prior experience with Brown-Forman Corporation includes Director, Strategy and Brand Analytics (2020 – 2023); Finance Director Global Travel Retail and Developed APAC (2018 – 2020); Controller, Americas (2016 – 2018); Division Finance Manager, West Division (2014 – 2016); Commercial Finance Manager (2012 – 2014); Finance Sales Operations Manager (2009 – 2011); and Finance Analyst (2007 – 2009). EDUCATION ● University of Louisville, Master of Accountancy, MBA, and Bachelor of Science in Accounting REASON FOR NOMINATION As a member of the Audit Committee, Ms. Cannon meets NASDAQ’s financial knowledge and sophistication requirements and qualifies as an “audit committee financial expert” under SEC rules. Based on Ms. Cannon’s managerial, business, and accounting background and her specific experience, qualifications and attributes disclosed, the Board has determined that she should continue to serve as a Director. | | KEY EXPERIENCE AND QUALIFICATIONS ● Retired, consultant to the Bank since 2019. ● Previously, having 49 years of banking experience, Florida Market President for the Bank (2016-2019); CEO, President, and Director of Cornerstone Community Bank (2009 – 2016, when Cornerstone Bank merged with the Bank); founder, CEO, and President of Signature Bank in St. Petersburg, Florida (which merged into Whitney National Bank); Area President of Whitney National Bank after merger; an executive at a number of banks in Florida, including Sun Bank, Bank of America, C&S, and Northern Trust Bank. ● Member of the Florida Bankers Association Board, former chair of the St. Petersburg Area Chamber of Commerce, former chair of All Children’s Hospital Board, and a member of the St. Petersburg College Banking School Board. EDUCATION ● University of Florida, Business Administration, with honors REASON FOR NOMINATION Based on Mr. Feaster’s experience as a Republic and Bank Board Director, his extensive banking experience, his significant community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | |
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| 18 | Republic Bancorp, Inc. |
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| jennifer n. green | | HEATHER V. HOWELL | | | COMMITTEE: Risk – Chair Nominating Age: 40 Director of Republic and Director of the Bank since 2022 | | COMMITTEE: Nominating Age: 51 Director of Republic since 2020 and Director of the Bank since 2015 | | | KEY EXPERIENCE AND QUALIFICATIONS ● Chief Legal Officer, Yum! Digital & Technology at Yum! Brands. Reporting to the Chief Digital & Technology Officer, leads a team of U.S.- and non-U.S.-based lawyers and legal professionals responsible for providing strategic advice and legal support on a range of matters related to the development, rollout and commercialization of internally-owned digital and technology products and services. ● Previously YUM! Brands Vice President, Global Mergers & Acquisitions (2020-2023); YUM! Brands’ Director of Transformation & Chief of Staff (2020-2021) and Director, Corporate Counsel (2016-2020); Vice President and Counsel, Corporate Secretary Americas for Credit Suisse (2014-2016); and attorney with Davis Polk & Wardwell LLP (2012 - 2014), with practice areas including Capital Markets, Mergers & Acquisitions, and Derivatives and Structured Products. ● Member of the City of Louisville’s Civilian Review & Accountability Board (Board’s inaugural Chair) and the Greater Louisville Inc. Business Council to End Racism, and former board member for Stage One Family Theatre and Maryhurst. ● Member of the New York Bar Association, the Kentucky Bar Association, the Charles W. Anderson, Jr. Chapter of the National Bar Association, and the Brandeis Inn of Court. EDUCATION ● Columbia Law School, Juris Doctor; Harlan Fiske Stone Scholar and Articles Editor of the Columbia Law Review ● Harvard University, Bachelor of Arts in Government, and a French Language Citation HONORS AND RECOGNITION ● 2024 Presentation Academy Tower Award in Business, Technology and Trade ● 2024 Central High School Law & Government Hall of Fame Inductee ● 2024 Savoy Magazine Most Influential Lawyers Designee ● 2024 Louisville Business First Forty Under 40 Honoree ● 2021 On Deck Fellow ● 2019 Leadership Council on Legal Diversity Fellow ● 2017 graduate of Ignite Louisville REASON FOR NOMINATION Based on Ms. Green’s experience as a Republic and Bank Board Director, her managerial and business background, her educational and legal background, and her specific experience, qualifications, and attributes disclosed, the Board has determined that she should continue to serve as a Director. | | KEY EXPERIENCE AND QUALIFICATIONS ● President of GREATER THAN Beverages since January 2024. ● Previously Director of Global Innovation and Trademark Development for the Jack Daniel’s Family of Brands (through October 2023), having been employed by Brown-Forman Corporation since 2015. ● Previously CEO and Chief Tea Officer (2010-2015) of Rooibee Red Tea, launching Rooibee Roo in 2014, a line of ready-to-drink tea with less calories and sugar for children, a brand extension for Rooibee Red Tea. ● Member of the Greater Louisville Project Board of Directors. EDUCATION ● Bellarmine University, Executive MBA ● Eastern Kentucky University, Bachelor of Arts HONORS AND RECOGNITION ● 2013 Ernst & Young E.D.G.E. Award ● 2014 Business First Enterprising Woman to Watch ● Finalist in 2013 Business First Business Leader of the Year REASON FOR NOMINATION Based on Ms. Howell’s experience as a Republic and Bank Board Director, her education, her business and entrepreneurial experience, and her specific experience, qualifications, and attributes disclosed, the Board has determined that she should continue to serve as a Director. | |
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| 2025 PROXY STATEMENT | 19 |
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| timothy s. huval | | eRNEST W. MARSHALL, JR. | | | COMMITTEE: Audit Compensation Age: 58 Director of Republic and Director of the Bank since 2022 | | COMMITTEES: Compensation - Chair Nominating Age: 56 Director of Republic since 2020 and Director of the Bank since 2017 | | | KEY EXPERIENCE AND QUALIFICATIONS ● Chief Administrative Officer (2019 - Present) and Chief Human Resources Officer (2013 - Present) of Humana, Inc. ● Previously held a number of positions at Bank of America (2002-2013), including Human Resources Executive, Global Treasury Services/Technology Division; Senior Human Resources Executive, Global Wealth & Investment Management; Chief Information Officer, Global Wealth & Investment Management; Head of Operations, Credit Card Services; Head of Operations, Mortgage Business; and Senior Vice President, Consumer Service & Operations, and served in various roles at Gateway Computers (1997-2002), including Training and Development Manager, Global Operations; Sr. Manager, Human Resources; General Manager, Factory & Call Center; and Director, Human Resources, Global Operations & Consumer. ● Advisory board member for MyCareGorithm, LLC. ● Former member of the NASDAQ-listed Seacoast Banking Corporation board of directors (2016 - 2019). EDUCATION ● Brigham Young University, Master’s in Public Administration ● Weber State University, Bachelor of Arts, Marketing ● Salt Lake City Community College, Associate’s Degree; Honorary Doctor of Humane Letters REASON FOR NOMINATION As a member of the Audit Committee, Mr. Huval meets NASDAQ’s financial knowledge and sophistication requirements. | | KEY EXPERIENCE AND QUALIFICATIONS ● Executive Vice President and Chief Human Resources Officer at Eaton Corporation since 2018. ● Vice President of Human Resources of GE Aviation at the General Electric Company (2013-2018). ● Board member for Kindway and the Rock and Roll Hall of Fame. ● Director for the NASDAQ-listed LSI Industries Inc. since August 16, 2022. EDUCATION ● Indiana University, Bloomington, MBA/Juris Doctor ● Bellarmine University, Bachelor’s degree with a dual major in Accounting and Business Administration; including two semesters abroad at New College in Oxford, England HONORS AND RECOGNITION ● 2024 Distinguished Fellow, National Academy of Human Resources ● One of 2020’s Most Influential Black Executives in Corporate America, Savoy Magazine ● ’50 under 50’ feature, Black MBA Magazine REASON FOR NOMINATION Based on Mr. Marshall’s experience as a Republic and Bank Board Director, his legal and business experience and accomplishments, his extensive civic and community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | |
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| 20 | Republic Bancorp, Inc. |
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| W. PATRICK MULLOY, II | | W. KENNETT OYLER, III | | | COMMITTEES: Audit Loan Age: 71 Director of Republic since 2020 and Director of the Bank since 2012 | | COMMITTEE: Risk Age: 66 Director of Republic since 2020 and Director of the Bank since 2008 | | | KEY EXPERIENCE AND QUALIFICATIONS ● Interim Chief Executive Officer, Louisville Economic Development Alliance, Inc. ● Member, Advisory Board Savoy Life, LLC; Previously Director and CEO of Sharps Compliance, Inc. (April 2022 – September 2022); Of Counsel with Wyatt, Tarrant & Combs, LLP (2018-2022); Chairman and CEO of Elmcroft Senior Living (2006-2018), a national provider of senior housing services; President and CEO of two other senior housing companies, LifeTrust America, Inc., and Atria, Inc.; an attorney with the regional law firm of Greenebaum, Doll & McDonald PLLC (1994-1996); the Secretary of Finance to the Governor of Kentucky (1992-1994); and an attorney at a Louisville law firm (1978 - 1992). ● Investor and director of Assembly Healthcare, an ancillary service provider to healthcare providers. ● Member of Advisory Board of Apploi, Inc., the Board of Advisors of Vanderbilt University School of Law, and the Board Chair of University of Louisville Health, Inc. ● Director for the NASDAQ-listed Sharps Compliance Corp. from February 1, 2021 – September 2022. EDUCATION ● Vanderbilt University School of Law, Juris Doctor ● Vanderbilt University, Bachelor of Arts, interdisciplinary major in History, Economics, Philosophy, summa cum laude REASON FOR NOMINATION As a member of the Audit Committee, Mr. Mulloy meets NASDAQ’s financial knowledge and sophistication requirements. Based on Mr. Mulloy’s experience as a Republic and Bank Board Director, his managerial and business background, his educational and legal background, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | | KEY EXPERIENCE AND QUALIFICATIONS ● CEO of OPM Services, Inc., a financial-services and investment firm Mr. Oyler founded in 1992. ● Executive in Residence at University of Louisville College of Business. ● Previously President and CEO of Greater Louisville, Inc., the Louisville, Kentucky Metro Chamber of Commerce (2014 - 2020); Managing Partner of OPM (1992 - 2015); Cash Management Officer of Citizens Fidelity (now PNC) Bank; President, CEO, CSO of High Speed Access Corp.; and Treasurer, VP of Finance and CFO of Henry Vogt Machine Co. ● Founded or co-founded twenty businesses in various industries, including financial services, real estate, internet access, manufacturing, railway, equipment leasing, and consumer research, and in 1997, co-founded a broadband internet provider, High Speed Access Corp., which he took public in 1999. ● Experience in leadership roles and directorships, including sixteen roles as chair, with dozens of civic and community organizations, including Leadership Louisville, Metro YMCA, University of Louisville, Metro United Way, Kentuckiana Works, the Metro Police Foundation, GLI, Canopy, Louisville Ballet, Junior Achievement, Louisville Science Center, and Downtown Development Corp. ● Serves as Director for Alliance Cost Containment, LLC and Thornton Capital. EDUCATION ● University of Louisville, Master of Business Administration ● University of Louisville, Bachelor of Science, Commerce, Marketing HONORS AND RECOGNITION ● Inducted into Kentucky Entrepreneur Hall of Fame, 2016 ● E&Y Entrepreneur of the Year, 2000 ● Cashflow Magazine Treasurer of the Year, 1985 REASON FOR NOMINATION Based on Mr. Oyler’s experience as a Republic and Bank Board Director, his education, his entrepreneurial and business background, his significant civic and community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | |
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| 2025 PROXY STATEMENT | 21 |
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| LOGAN M. PICHEL | | VIDYA RAVICHANDRAN | | | COMMITTEE: Risk Age: 60 Director of Republic and Director of the Bank since 2021 President & CEO of Republic Bank & Trust Company | | COMMITTEE: Risk Compensation Age: 52 Director of Republic and Director of the Bank since 2023 | | | KEY EXPERIENCE AND QUALIFICATIONS ● President and CEO of the Bank since 2021. ● Previously, having over 30 years of banking and financial services experience, served as President for the Bank (2020-2021) and held various positions with Regions Bank (2005-2020), including, Executive Vice President and Head of Corporate Development – Financial Planning and Analysis and Mergers and Acquisitions (2019-2020) (responsible for company budgeting, forecasting, capital allocation, business and product profitability analytics and reporting, and bank and non-bank mergers and acquisitions), Head of Consumer Lending (2010-2018) (mortgage, home equity, auto and personal loans as well as fintech and small dollar lending), Head of Enterprise Operations (2018-2019) (bank operations, loan fulfillment and servicing, collections, and contact centers), and National Production Manager for Mortgage (2005-2010). ● Leader of Regions Bank’s Simplify and Grow initiative (2018-2020), which focused on making banking easier for customers, improving efficiencies of internal processes, and accelerating revenue growth. EDUCATION ● University of Michigan, Master of Business Administration ● Ohio Northern University, Finance REASON FOR NOMINATION Based on Mr. Pichel's banking experience, his experience as a Republic and Bank Board Director, his proven leadership skills, his education and background, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | | KEY EXPERIENCE AND QUALIFICATIONS ● CEO and founder of GlowTouch, a global enterprise that provides customer care and technology outsourcing services, headquartered in Louisville, Kentucky, with more than 3,000 employees throughout the United States, India, Philippines, and the Dominican Republic, since 2002. ● Founded StemWizard (2013), a software platform that allows students, teachers, judges, volunteers, and administrators to set up and run STEM competitions, such as science fairs, the Science Olympiad, and robotics events, through a cloud-enabled platform. ● Member of the Kentucky Council for Postsecondary Education Board, Young Presidents’ Organization, and C200. EDUCATION ● Virginia Polytechnic Institute and State University, Master of Science ● University of Agricultural Sciences, Bangalore, Bachelor of Science HONORS AND RECOGNITION ● Inductee of CCWomen Hall of Fame ● Louisville’s Most Admired CEOs, Business First REASON FOR NOMINATION Based on Ms. Ravichandran’s background in technology, her leadership and entrepreneurial achievements, her educational background, and her specific experience, qualifications, and attributes disclosed, the Board has determined that she should be nominated to serve as a Director. | |
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| 22 | Republic Bancorp, Inc. |
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| ALEJANDRO M. SANCHEZ | | a. scott trager | | | COMMITTEE: Risk Age: 66 Director of Republic and Director of the Bank since 2024 | | COMMITTEE: Loan Age: 72 Director of Republic and Director of the Bank since 1990 President & Vice Chair, Republic Vice Chair, Republic Bank | | | KEY EXPERIENCE AND QUALIFICATIONS ● Executive Advisor to NASDAQ, contractor. ● President and CEO of Salva Financial Group of Florida since 2024. ● CEO Emeritus for the Florida Bankers Association since November 2023. ● Board Director for Poplar Bank since 2023. ● Board Member for Apalachee Center Hospital, Inc. since 2022. ● Previously President and CEO for the Florida Bankers Association (1998-2023); a Board Director for Trustco Bank (2022-2023); Board Member for the Exim Bank Advisory Committee (2018-2020); and a Member of the Federal Retirement Thrift Investment Board (2002-2010). EDUCATION ● University of Iowa, College of Law, Juris Doctor ● Troy University, Bachelor of Science in Business and Social Science HONORS AND RECOGNITION ● Served in United States Air Force 1976-1981, Honorable Discharge. REASON FOR NOMINATION Based on Mr. Sanchez’s banking, managerial, business, educational, and legal background and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | | KEY EXPERIENCE AND QUALIFICATIONS ● President of Republic since 2012; Vice Chairman of Republic since 2017; and Vice Chair of the Bank since 2017. ● Previously Vice Chairman of Republic (1994-2012). ● Entire working career spent in various finance and banking capacities. ● Leadership experience in marketing, operations, and community bank management. ● Extensive community board experience and broad-based community connections in the metropolitan Louisville area. EDUCATION ● University of Tennessee, Business Administration REASON FOR NOMINATION Based on Mr. Trager's experience as a Republic and Bank Board Director, his direct banking experience, his proven leadership skills, his educational background, his extensive community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | |
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| 2025 PROXY STATEMENT | 23 |
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| steven e. trager | | andrew trager-kusman | | | Age: 64 Director of Republic and Director of the Bank since 1988 Executive Chair & CEO, Republic Executive Chair, Republic Bank | | COMMITTEES: Loan Trust Age: 38 Director of Republic since 2019 and Director of the Bank since 2020 Senior Vice President, Chief Strategy Officer, Republic Bank | | | KEY EXPERIENCE AND QUALIFICATIONS ● Executive Chair & CEO of Republic and Executive Chair of the Bank since 2021. ● More than 30 years of banking experience, previously holding positions of Chairman & CEO of both Republic and the Bank (2012-2021) and President and CEO of Republic (1998-2012), beginning his career with the Bank as General Counsel in 1988. ● Leadership experience in finance, operations, and community bank management. ● Past chair of the Kentucky Bankers Association, University of Louisville Board of Overseers, 2016 Fund for the Arts Campaign, and Leadership Kentucky; former board member of the Federal Reserve Bank of St. Louis’ Louisville Branch and the Louisville Regional Airport Authority; and former member of the Bellarmine University Board of Trustees. EDUCATION ● University of Louisville Brandeis School of Law, Juris Doctor ● University of Texas at Austin, Finance HONORS AND RECOGNITIONS ● University of Louisville Alumnus of the Year, 2023 ● Bellarmine University Knight of Knights Honoree, 2022 ● Louisvillian of the Year, 2017 ● Lincoln Foundation Spirit of Excellence Award, 2018 ● Juvenile Diabetes Research Foundation’s Man of the Year, 2003 ● Ernst & Young Entrepreneur of the Year Award for the Southern Ohio and Kentucky Region, 2003 REASON FOR NOMINATION Based on Mr. Trager's experience as a Republic and Bank Board Director, his direct banking experience, his proven leadership skills, his education and legal background, his extensive community involvement, his vested interest in the long-term success of Republic as a material equity owner, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | | KEY EXPERIENCE AND QUALIFICATIONS ● Senior Vice President, Chief Strategy Officer of the Bank since 2021. ● Previously Vice President, Managing Director of Corporate Strategies of the Bank (2016-2021)(primarily overseeing strategic initiatives, profitability modeling, and reviewing potential acquisition opportunities); Portfolio Analyst with EJF Capital LLC (2012-2015), an alternative asset manager primarily focused on United States and global financial institutions (focusing on TARP investments and small bank private equity funds, recapitalizations of struggling institutions, and placement of capital for growth in well-performing banks and routinely speaking with company management and boards regarding regulatory issues and long-term strategies). ● Director at Jewish Heritage Fund, Director at University of Louisville Athletic Association, former Director at Louisville Orchestra Endowment, former trustee for Spalding University, board member for JTomorrow Louisville, and member of the Leadership Louisville Bingham Fellows class of 2019. EDUCATION ● Indiana University, Bloomington, Finance REASON FOR NOMINATION Based on Mr. Trager-Kusman’s experience with the Bank and other entities, experience as a Republic and Bank Board Director, his leadership ability, community involvement and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director. | |
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| 24 | Republic Bancorp, Inc. |
Republic Bank Banking Center Locations
| Mark A. Vogt | | | COMMITTEES: Audit – Chair Compensation Nominating – Chair Age: 56 Director of Republic since 2016 and Director of the Bank from 2012 to 2016 and since 2020 | | | KEY EXPERIENCE AND QUALIFICATIONS ● CEO of Galen College of Nursing since 2004, Mr. Vogt has lead Galen in becoming one of the largest educators of nurses in the U.S. growing from three to seventeen campuses. ● Previously the Chief Operating Officer of a private equity investment group specializing in the education sector; Senior Vice President and Chief Financial Officer of Republic (1995-2000), providing leadership in accounting, finance, treasury, and various operational functions and being significantly involved in Republic's initial public offering and the sale and acquisition of several business units; and employed by the public accounting firm of Deloitte (1990-1995) providing accounting and consulting services to a wide array of financial service clients. ● Certified Public Accountant. EDUCATION ● Bellarmine University, Bachelor of Arts, Accounting REASON FOR NOMINATION Mr. Vogt meets NASDAQ’s financial knowledge and sophistication requirements and qualifies as an “audit committee financial expert” under SEC rules. Based on Mr. Vogt’s experience as a Republic and Bank Board Director, his managerial and accounting background, his education and certification as a Certified Public Accountant, his business background, and his specific experience, qualifications, and attributes disclosed, the Board has determined that Mr. Vogt should continue to serve as a Director. | |
Republic Bank Banking Center Locations
Steven E. Trager and A. Scott Trager are cousins. A. Scott Trager and Andrew Trager-Kusman are cousins. Steven E. Trager is Andrew Trager-Kusman’s uncle.
Republic Bank Banking Center Locations
| 2025 PROXY STATEMENT | 25 |
Republic Bank Banking Center Locations
The Board of Directors and its Committees Directors’ Responsibilities Each Director is expected to devote sufficient time, energy, and attention to ensure diligent performance of his or her duties and to attend all meetings of the shareholders, the Board, and the Board committees to which they are appointed. The Board of Directors held six (6) regularly-scheduled board meetings in 2024. Each incumbent Director, except Mr. A. Scott Trager, attended at least 75% of the total number of meetings of the Board of Directors during their respective terms of service in 2024. Also, some selected Company Directors were paid a committee fee for attending certain Bank committee meetings. Directors who are also employees of the Company or the Bank are not paid for attending Board or Board committee meetings. Company Directors and Director Nominees are expected to attend the Annual Meeting. Nine (9) of the fifteen (15) 2024 Directors/2024 Director Nominees attended the 2024 annual meeting of the Republic shareholders. Leadership structure
Republic Bank Banking Center Locations
| Executive Chair of the Board of Directors Until October 1, 2021, the Chair and CEO positions for the Company and Bank had been combined. Effective October 1, 2021, Logan M. Pichel was appointed as CEO and President of the Bank and also serves as Director for the Company and the Bank. Steven E. Trager remains CEO of the Company and Executive Chair of both the Company and the Bank. This current structure continues to allow the Independent Directors to concentrate on the oversight of the Company without the added burden of addressing what are normally less material day-to-day managerial concerns. | 11BLead Independent Director Mark A. Vogt serves as our Lead Independent Director. The Lead Independent Director provides leadership to (and reports to) the Board focused on enhancing effective corporate governance, provides a source of board leadership complementary to, collaborative with and independent of the leadership of the Chair/CEO, and promotes best practices and high standards of corporate governance. The Independent Directors meet privately at least twice per year following a regularly scheduled Board meeting, may set additional Independent Director meetings, and have the authority to request to speak with any officer or other employee of the Company or the Bank. They also have direct access to and the sole authority to retain, at the Company’s expense, any outside auditors, accountants, or attorneys at their discretion. |
Republic Bank Banking Center Locations
The Board believes that this leadership structure, coupled with strong Independent Director leadership, is the most effective and appropriate leadership model for the Company at this time. The Board believes the combined Chair/CEO structure promotes decisive leadership, ensures clear accountability, and enhances our ability to communicate with a single and consistent voice to shareholders, associates, and other stakeholders. The Board’s Risk Oversight The Board and Bank Board of Directors are responsible for risk oversight. The Board and Bank Board of Directors review, oversee, and approve management’s short- and long-term strategic objectives, including the Company’s and the Bank’s strategic planning, annual budget, significant lending and expenditures over certain limits, and other risks related to financial performance. The following Board committees and Bank Board of Directors committees also play an important role in assisting the Board and Bank Board of Directors in fulfilling their oversight responsibilities. The Board and Bank Board of Directors receive regular and timely reports of these committees, as appropriate.
Key Areas of Risk Oversight as Analyzed by the Board’s and Bank Board’s Committees
| | Compensation Elements. | | | The Company’s Compensation Program has four (4) principal elements: Base Salary Compensation Program, Bonus Incentive Compensation Program, Stock Incentive Program, and Non-Employee Director and Key Employee Deferred Compensation Plan. The Base Salary Compensation Program and the Company’s Bonus Incentive Compensation Program are annual programs. Stock incentives under the Stock Incentive Program may be awarded any time during the year subject to the recommendation of the Chair/CEO and CEO/Bank and the approval of the Compensation Committee. For a description of the Non-Employee Director and Key Employee Deferred Compensation Plan, see the accompanying description in the “Nonqualified Deferred Compensation” table herein. | | | | Chair/CEO PAY MIX | | AVG. NEO PAY MIX (excluding Chair/CEO) | | | | |
Key Areas of Risk Oversight as Analyzed by the Board’s and Bank Board’s Committees
| | | | | Maximum | Percent of | | | Named | | Entry | Maximum | Incentive | Payout | Incentive | | Executive | Performance | Level | Level | Payout | Potential | Payout | | Officer | Criteria | Goal | Goal | Potential | Awarded | Award | | Steven E. Trager (Chair/CEO) | Total Company GOP | Achieved | Achieved | $400,000 | 100% | $400,000 | | Logan M. Pichel (CEO/Bank) | Total Company GOP | Achieved | Achieved | $500,000 | 100% | $500,000 | | Kevin D. Sipes (CFO) | Total Company GOP | Achieved | Achieved | $175,000 | 100% | $175,000 | | William R. Nelson (Pres/RPG) | RPG GOP | Not Achieved | Not Achieved | $375,000 | 60% | $225,000 | | Jeffrey A. Starke (CIOO) | Total Company GOP | Achieved | Achieved | $175,000 | 100% | $175,000 |
Key Areas of Risk Oversight as Analyzed by the Board’s and Bank Board’s Committees
| Bonus Incentive | Percentage of Bonus | Approximate Total | | Compensation Program | Incentive Compensation | Company | | Level Objective | Program Potential | GOP Goal (Millions) | | Entry Level | 70% | $120 | | Mid-Level | 85% | $124 | | Maximum Level | 100% | $128 |
Key Areas of Risk Oversight as Analyzed by the Board’s and Bank Board’s Committees
| | Bonus Incentive | | | Compensation Program | | | Award (Maximum Level | | Named Executive Officer | Objective of 100%) | | Chair/CEO | $400,000 | | CEO/Bank | $500,000 | | CFO | $175,000 | | CIOO | $175,000 |
Key Areas of Risk Oversight as Analyzed by the Board’s and Bank Board’s Committees
| | Bonus Incentive | | RPG GOP | | Bonus Incentive Compensation | Compensation | Percentage of | for 2023-2024 | | Program Level Objectives | Program Potential | Maximum Level | Measurement Period (Millions) | | Entry Level | $225,000 | 60% | $55 | | Mid-Level | $300,000 | 80% | $60 | | Maximum Level | $375,000 | 100% | $65 |
2024 LTIP Awards
2024 LTIP Awards On January 16, 2024, the Compensation Committee awarded Equity Awards to certain NEOs, including the CEO/Bank, CFO, Pres/RPG, and CIOO. The CEO/Bank was granted the following:
2024 LTIP Awards
| ● | 5,733 shares of restricted stock, vesting January 1, 2027; |
2024 LTIP Awards
| ● | 3,830 target PSUs; and |
2024 LTIP Awards
| ● | 17,937 NQSOs, that vest and become exercisable between January 1, 2027 and January 1, 2030. |
2024 LTIP Awards
The CFO and Pres/RPG were granted the following:
2024 LTIP Awards
| ● | 476 shares of restricted stock, vesting January 1, 2027; |
2024 LTIP Awards
| ● | 957 target PSUs; and |
2024 LTIP Awards
| ● | 4,484 NQSOs, that vest and become exercisable between January 1, 2027 and January 1, 2030. |
2024 LTIP Awards
The CIOO was granted the following:
2024 LTIP Awards
| ● | 594 shares of restricted stock, vesting January 1, 2027; |
2024 LTIP Awards
| ● | 1,196 target PSUs; and |
2024 LTIP Awards
| ● | 5,605 NQSOs, that vest and become exercisable between January 1, 2027 and January 1, 2030. |
2024 LTIP Awards
See the “Grants of Plan-Based Awards Table” below for the specific vesting schedule of the awards.
2024 LTIP Awards
| 2025 PROXY STATEMENT | 47 |
2024 LTIP Awards
The awarded PSUs were settled in early 2025 by the issuance of shares of restricted stock (shares generally subject to forfeiture if employment ends before January 1, 2027) based on the Company’s achievement of certain return on average assets (“ROAA”) percentage of greater than or equal to 1.47% and an efficiency ratio of less than or equal to 52.68%. In addition, in order to receive a payout based on either the ROAA percentage or efficiency ratio goals, the Company needed to maintain its ranking for that particular category among a group of selected peers predicated on a 2024 baseline. Finally, the PSU amounts paid out are based on the Company’s ROAA or efficiency ratio relative to peers. The 2024 PSU opportunities for each NEO were as follows:
2024 LTIP Awards
| | Recommended Goals | | | | | | 50% | 100% | 150% | | | Category | Payout | Payout | Payout | Goal Measurement | | Return on Average Assets (ROAA) | 1.47% | 1.47% | 1.47% | Full Year 2024 ROA | | Quartile Ranking | 3rd Quartile | 2nd Quartile | 1st Quartile | Ranking Compared to Peer | | Efficiency Ratio | 54.50% | 54.50% | 54.50% | Full Year 2025 Efficiency Goal | | Quartile Ranking | 3rd Quartile | 2nd Quartile | 1st Quartile | Ranking Compared to Peer |
2024 LTIP Awards
The Company’s ROAA was in the first quartile of peers and the Company’s efficiency ratio was in the third quartile of peers. The amounts paid under the PSUs are shown in the table below. All shares of stock issued under the PSUs or as shares of restricted stock are required to be held by the NEOs for a period of two (2) years after the January 1, 2027 vesting date. Achievement of goals are reflected in the below chart:
2024 LTIP Awards
| | ROAA Actual 1.47% | | | Efficency Ratio Actual 52.68% | | | | | | 3rd Quartile of Peer | 2nd Quartile of Peer | 1st Quartile of Peer | 3rd Quartile of Peer | 2nd Quartile of Peer | 1st Quartile of Peer | | | Executive | 50% Payout | 100% Payout (Target) | 150% Payout | 50% Payout | 100% Payout (Target) | 150% Payout | Total Payout | | Logan M. Pichel (CEO/Bank) | | | 2,873 | 957 | | | 3,830 | | William R. Nelson (Pres/RPG) | | | 718 | 239 | | | 957 | | Kevin D. Sipes (CFO) | | | 718 | 239 | | | 957 | | Jeffrey A. Starke (CIOO) | | | 897 | 299 | | | 1,196 |
2025 LTIP Awards
2025 LTIP Awards On January 15, 2025, the Compensation Committee awarded shares of restricted stock, PSUs, and NQSOs (collectively, “Equity Awards”) to certain NEOs, including the CEO/Bank, CFO, Pres/RPG, and CIOO. The CEO/Bank was granted the following:
2025 LTIP Awards
| ● | 2,759 shares of restricted stock, vesting January 1, 2028; |
2025 LTIP Awards
| ● | 2,759 target PSUs; and |
2025 LTIP Awards
| ● | 12,978 NQSOs, that vest and become exercisable between January 1, 2028 and January 1, 2031. |
2025 LTIP Awards
The CFO and Pres/RPG were each granted the following:
2025 LTIP Awards
| ● | 689 target PSUs; and |
2025 LTIP Awards
| ● | 3,244 NQSOs that vest and become exercisable between January 1, 2028 and January 1, 2031. |
2025 LTIP Awards
The CIOO was granted the following:
2025 LTIP Awards
| ● | 862 target PSUs; and |
2025 LTIP Awards
| ● | 4,055 NQSOs that vest and become exercisable between January 1, 2028 and January 1, 2031. |
2025 LTIP Awards
| 48 | Republic Bancorp, Inc. |
2025 LTIP Awards
The awarded PSUs are scheduled to vest and be settled in early 2026 by issuance of shares of restricted stock (shares generally subject to forfeiture if employment ended before December 31, 2026) based on performance goals similar to those disclosed above for 2024. All shares of stock issued under the PSUs or as shares of restricted stock must be held by the NEOs for a period of two (2) years after the vesting date. Stock Ownership Requirements The Board of Directors and Compensation Committee have set stock ownership guidelines for the CEO/Bank, CFO, Pres/RPG, and CIOO requiring them to own a minimum of two (2) times their base salaries in Company stock within five (5) years from January 2021. All shares of stock issued under the PSUs or as shares of restricted stock must be held by the officer for a period of two (2) years after the grant date, and all shares issued pursuant to NQSOs must be held for a period of two (2) years following the exercise date. Anti-Hedging Provision The Company has an insider trading policy that, among other things, prohibits all of its employees (including Executive Officers) and Directors from engaging in hedging transactions in the Company’s shares. Hedging transactions can be accomplished through a number of ways, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds. Such transactions may permit a Director, Executive Officer, or associate to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the Director, Executive Officer, or associate may no longer have the same objectives as the Company’s other shareholders. Therefore, Directors, Executive Officers, and associates are prohibited from engaging in any hedging transactions. CLAWBACK POLICY Republic maintains a policy required by the rules of NASDAQ and the SEC providing that, subject to certain exemptions provided by the rules of NASDAQ and the SEC, in the event that the Company is required to prepare certain accounting restatement, it will recover certain incentive based-compensation received by (i) any current or former Executive Officer that was based upon the attainment of a financial reporting measure and (ii) that was erroneously received during the three (3) year period preceding the date that the restatement was required. DEDUCTIBILITY OF EXECUTIVE COMPENSATION Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction to certain publicly-held corporations for any remuneration in excess of $1 million paid in any taxable year to their chief executive officer, chief financial officer, and certain other current and former highly compensated officers that qualify as covered employees within the meaning of Section 162(m) of the Code. The Compensation Committee has previously considered tax deductibility when structuring our executive compensation arrangements for our current and former executive officers. However, the Compensation Committee may, in its judgment, pay compensation that is not fully tax deductible to the extent it determines that doing so is appropriate to attract and retain executive talent or to meet other business needs. The Compensation Committee intends to continue to compensate our current and former executive officers, including the NEOs, in a manner consistent with our best interests and the best interests of our shareholders. TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that the NEO might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control of our Company that exceeds certain prescribed limits and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.
2025 LTIP Awards
| 2025 PROXY STATEMENT | 49 |
2025 LTIP Awards
Change in Control Severance Agreements In furtherance of its long-term incentive objectives, the Company maintains Change in Control Severance Agreements with the NEOs (collectively, “Change in Control Agreements”). At its January 24, 2024 meeting, the Board of Directors approved an amendment to the CEO/Bank’s Change in Control Agreement (the “Amendment”). The Change in Control Agreements include two (2) year non-compete, non-solicitation, and confidentiality clauses that apply whether or not a change in control occurs and incorporate restrictive covenants into each equity award. See “Post-Employment Compensation” below for a description of these arrangements, including the Amendment and the estimated payments and benefits. Non-Employee Director and Key Employee Deferred Compensation Plan To further tie executives’ interests with those of the Company’s shareholders, stock reserved for issuance under the 2015 Plan (as will be the case for the 2025 Plan, if approved by the Company’s shareholders) is also used to cover payment in stock under the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan, which provides for matching of the NEOs’ deferrals. Both voluntary deferrals and such matching are deemed to be invested in Class A Common Stock. Cash dividend equivalents with respect to deferred amounts are converted into stock equivalents on a quarterly basis. See the “Nonqualified Deferred Compensation” section in this Proxy Statement for a more detailed description of the Non-Employee Director and Key Employee Deferred Compensation Plan.
2025 LTIP Awards
| 50 | Republic Bancorp, Inc. |
2025 LTIP Awards
COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. Members of the Compensation Committee: Ernest W. Marshall, Jr./Chair Timothy S. Huval Vidya Ravichandran Mark A. Vogt
2025 LTIP Awards
| 2025 PROXY STATEMENT | 51 |
2025 LTIP Awards
2024 SUMMARY COMPENSATION TABLE The following table contains information concerning the compensation received by the NEOs for the fiscal year ended December 31, 2024:
2025 LTIP Awards
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Non-Qualified | | | | | | | | | | Incentive Plan | Deferred | All Other | | | | | | | Stock | Option | Compensation | Compensation | Compensation | | | Name and Principal | | Salary | Bonus | Awards (1) | Awards (1) | (2) | Earnings (3) | (4) | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Steven E. Trager (Chair/CEO) | 2024 | 459,326 | — | — | — | 400,000 | — | 48,204 | 907,530 | | | 2023 | 450,320 | — | — | — | 240,000 | — | 46,067 | 736,387 | | | 2022 | 441,657 | 40,000 | — | — | 280,000 | — | 42,695 | 804,352 | | Logan M. Pichel (CEO/Bank) | 2024 | 675,240 | — | 495,978 | 172,959 | 500,000 | — | 22,849 | 1,867,026 | | | 2023 | 662,000 | — | 431,628 | 207,436 | 300,000 | — | 22,000 | 1,623,064 | | | 2022 | 650,000 | 50,000 | 556,629 | 202,694 | 350,000 | — | 20,544 | 1,829,867 | | Kevin D. Sipes (CFO) | 2024 | 379,389 | — | 95,575 | 43,237 | 175,000 | — | 26,449 | 719,650 | | | 2023 | 371,520 | — | 75,818 | 51,857 | 105,000 | — | 26,100 | 630,295 | | | 2022 | 364,341 | 92,500 | 108,560 | 50,668 | 122,500 | — | 24,644 | 763,213 | | William R. Nelson (Pres/RPG) | 2024 | 408,077 | — | 95,575 | 43,237 | 225,000 | — | 15,705 | 787,594 | | | 2023 | 400,769 | — | 75,818 | 51,857 | 180,000 | — | 15,071 | 723,515 | | | 2022 | 394,935 | 292,500 | 108,560 | 50,668 | — | — | 14,087 | 860,750 | | Jeffrey A. Starke (CIOO) | 2024 | 390,410 | — | 113,158 | 54,047 | 175,000 | — | 16,316 | 748,931 | | | 2023 | 382,616 | — | 88,512 | 64,821 | 105,000 | — | 15,862 | 656,811 |
2025 LTIP Awards
| (1) Amounts shown represent the aggregate grant date fair values computed in accordance with ASC, Topic 718. See table “Grants of Plan Based Awards During 2024” in this Proxy Statement for a detail listing for more information on each award grant. For a discussion of the assumptions used in determining these values, see Note 16 of the financial statements in the 2024 10-K. |
2025 LTIP Awards
In addition, the “Stock Awards” column also includes the $25,000 fair value of deferred compensation matches in 2024 for each of the CEO/Bank, CFO, Pres/RPG, and CIOO. These deferred compensation matches were previously categorized under the “All Other Compensation” column of this table. As a result of the Pay Versus Performance table and accompanying information regarding outstanding stock awards included in the Company’s proxy statement for fiscal years 2022 and 2023 and in this Proxy Statement for fiscal year 2024, the Company believes this Company match is most appropriately reflected in the Stock Awards column on a go forward basis, with any adjustments to the fair values of such awards at year-end being reflected in the Pay Versus Performance table and accompanying information. All such Company matches presented in this Proxy Statement therefore are reflected in the Stock Awards column. The grant date fair value of the 2024 PSUs, assuming that the highest level of performance is achieved under the applicable performance measures, is $281,535 for the CEO/Bank, $70,333 for the CFO, $70,333 for the Pres/RPG, and $87,950 for the CIOO.
2025 LTIP Awards
| 52 | Republic Bancorp, Inc. |
2025 LTIP Awards
| (2) The amounts in column (g) reflect incentive compensation earned during the covered year and paid in March 2025 (for the Chair/CEO, CEO/Bank, CFO, and CIOO) or October 2024 (for the Pres/RPG) on the incentive payout date based on the achievement of Company and Bank goals. |
2025 LTIP Awards
| (3) Republic does not provide above-market or preferential earnings on deferred compensation. See the 2024 Nonqualified Deferred Compensation table narrative for information about deferred compensation. |
2025 LTIP Awards
| (4) The NEOs participate in the 401(k) Plan on the same basis as other salaried employees. The NEOs have also historically received limited perquisites. These benefits are provided to the NEOs to enhance their total compensation and provide a package that is competitive with market practices. In addition to customary travel and business expenses, benefits are also provided to the NEOs to support their long-term health and wellness, retirement, and security and protection so as to ensure that they are best able to focus on the success of the Company. |
2025 LTIP Awards
For 2024, the amounts in column (i) include the following:
2025 LTIP Awards
| | | | | Auto Allowance or | | | | | | | | Personal Use of | | | | | 401(k) Matching | Life Insurance | Club | Company Owned | | | | | Contributions | Policies | Memberships | Vehicles | Parking | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | Steven E. Trager (Chair/CEO) | 13,800 | 1,332 | 21,755 | 9,600 | 1,717 | 48,204 | | Logan M. Pichel (CEO/Bank) | 13,800 | 1,332 | 6,000 | — | 1,717 | 22,849 | | Kevin D. Sipes (CFO) | 13,800 | 1,332 | — | 9,600 | 1,717 | 26,449 | | William R. Nelson (Pres/RPG) | 13,800 | 1,015 | — | — | 890 | 15,705 | | Jeffrey A. Starke (CIOO) | 13,800 | 799 | — | — | 1,717 | 16,316 |
Narrative Discussion of the Summary Compensation Table
| (1) Represents target and maximum payout levels for awards granted under the NEO Bonus Incentive Compensation Program for 2024 performance. The performance goals and target payout under the Bonus Incentive Compensation Program for each NEO are described in the “Compensation Discussion and Analysis” section of this proxy statement. The actual amount of incentive compensation earned by each NEO is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table for the year in which it was earned. Additional information regarding the design of the NEO Bonus Incentive Compensation Program is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. |
Narrative Discussion of the Summary Compensation Table
| | Option Awards | | Stock Awards | | | (a) | (b) | (c) | (d) | (e) | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise | Acquired on Vesting | on Vesting | | Named Executive Officer | (#) | ($) | (#) | ($) | | Steven E. Trager (Chair/CEO) | — | — | — | — | | Logan M. Pichel (CEO/Bank) | 107,252 | 2,319,504 | 6,506 | 454,574 | | Kevin D. Sipes (CFO) | 6,500 | 116,970 | 2,167 | 123,103 | | William R. Nelson (Pres/RPG) | 6,500 | 115,770 | 2,167 | 123,103 | | Jeffrey A. Starke (CIOO) | — | — | 3,285 | 203,999 |
Narrative Discussion of the Summary Compensation Table
NONQUALIFIED DEFERRED COMPENSATION The Compensation Committee may designate key employees as eligible to participate in the Non-Employee Director and Key Employee Deferred Compensation Plan (the “Deferred Plan”). Amounts deferred in the Deferred Plan are deemed to be invested in Class A Common Stock. Cash dividend equivalents with respect to deferred amounts are converted into stock equivalents on a quarterly basis. Key employee participants may elect to defer up to 50% of their base salary for an initial period of five years from the beginning of the year in which the deferral is made, with the ability to extend the deferral for additional five-year periods. The Company provides a matching program for key employee participants whereby the Company will make a matching contribution equal to up to 100% of the amount of compensation deferred by such participant under the Deferred Plan, subject to an annual dollar cap established annually by the Compensation Committee. The matching amount is subject to forfeiture until it vests on December 31 of the year that is five years from the beginning of the year that the Company match is made, subject to acceleration of vesting upon death, disability, or a change in control. Effective January 1, 2024, the Board of Directors approved two amendments to the Deferred Plan to (i) add a provision to provide that key employee participant Company matching amounts will vest upon retirement with at least ten (10) years of service and sixty-two (62) years of age (the retirement provision applies only to matching funds after January 1, 2024, does not apply to a termination for cause or voluntary termination for similar employment in the banking industry, and applies only to vesting and does not impact payout dates or deferred or matching amounts), and (ii) amend the Company match vesting period from sixty (60) months to fifty-nine (59) months from the beginning of the year to which such amounts relate (for example, amounts deferred in 2024 and the Company match made with respect to such amounts are deferred until and become payable on December 1, 2028). The “Nonqualified Deferred Compensation” table below shows the 2024 account activity for each NEO and includes each participating NEO’s contributions, Company matching contributions, earnings, withdrawals, and distributions and the aggregate balance of each NEO’s total deferral account as of December 31, 2024.
Narrative Discussion of the Summary Compensation Table
POST-EMPLOYMENT COMPENSATION The Change in Control Agreements provide the following to each NEO whose employment is terminated after a change in control by the Company other than for cause or by the NEO for good reason, subject to their execution and non-revocation of a release of all claims:
Narrative Discussion of the Summary Compensation Table
| 2) | Severance equal to two (2) times the NEO’s base salary plus the average bonus paid to the NEO in the prior three (3) years, payable in installments over the twenty-four (24) months following termination and, for the CIOO, twelve (12) months following termination; |
Narrative Discussion of the Summary Compensation Table
| 4) | Accelerated exercisability of all stock options and stock appreciation rights held by the NEO immediately prior to the termination; |
Narrative Discussion of the Summary Compensation Table
For purposes of the Change in Control Agreements, “cause” generally means (i) the willful and continued failure by the employee substantially to perform the employee’s duties (other than resulting from disability or temporary incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the employee that specifically identifies the manner in which the employee has not allegedly substantially performed his duties; or (ii) the willful engaging by the employee in gross misconduct materially and demonstrably injurious to the Company. For purposes of the Change in Control Agreements, “good reason” generally means (i) the failure to elect or to re-elect or to appoint or to re-appoint the employee to his position immediately prior to a change in control, (ii) a material adverse change in the employee’s functions, duties, or responsibilities, (iii) a material reduction in the employee’s base salary as in effect immediately prior to a change in control, or a material reduction in the total compensation and/or benefits package provided to the employee, taken as a whole, (iv) requiring the employee to work from an office that is more than 40 miles from the employee’s current office, except for required travel on business, (v) any purported termination of the employee’s employment not effected pursuant to the notice requirements in the agreement; or (vi) the failure to obtain the assumption of the agreement by any successor. The benefits under the Change in Control Agreements may be reduced if they would trigger an excise tax under the Code Section 280G, but only if the net after tax value to the executive after such reduction is higher than it would be if the entire amount were paid and the executive paid the related excise taxes. The Change in Control Agreements also include non-compete, non-solicitation, and confidentiality covenants that apply whether or not a termination triggers severance or a change in control has occurred. For purposes of the Change in Control Agreements, a change in control includes the acquisition by a person of beneficial ownership of securities representing greater voting power than held by the “Trager Family Members” as a group or a reduction to less than 25% of the combined voting power of the stock held by the “Trager Family Members.” At its January 24, 2024 meeting, the Board of Directors approved the Amendment to the CEO/Bank’s Change in Control Agreement. The Amendment provides that if the CEO/Bank terminates his employment with the Bank for Retirement (as defined below), all equity awards granted to CEO/Bank under the 2015 Plan (or its successor), will become fully
Narrative Discussion of the Summary Compensation Table
| | | | Estimated | | | | | Payment | | | | | Amount / | | Executive Name | Agreement Which Triggers Payments | Trigger Event | Value ($) (1) | | Steven E. Trager (Chair/CEO) | Change in Control Agreement - Change in Control Severance Agreement, equity grant agreements and deferred compensation match accelerated vesting on Change in Control | Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control | $1,065,834(2) | | Logan M. Pichel (CEO/Bank) | Change in Control Agreement – Change in Control Severance Agreement, equity grant agreements and deferred compensation match accelerated vesting on Change in Control | Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control or Retirement | $4,130,080(3) | | Kevin D. Sipes (CFO) | Change in Control Agreement – Change in Control Severance Agreement, equity grant agreements and deferred compensation match accelerated vesting on Change in Control | Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control | $1,565,305(3) | | William R. Nelson (Pres/RPG) | Change in Control Agreement – Change in Control Severance Agreement equity grant agreements and deferred compensation match accelerated vesting on Change in Control | Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control | $1,763,047(3) | | Jeffrey A. Starke (CIOO) | Change in Control Agreement – Change in Control Severance Agreement equity grant agreements and deferred compensation match accelerated vesting on Change in Control | Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control | $1,017,899(4) |
Narrative Discussion of the Summary Compensation Table
| (2) The estimated values are determined based on the Change in Control Agreement’s terms, and assuming a trigger event for payment occurred on December 31, 2024 and further assumes the value of benefits continuing for up to twenty-four (24) months was assumed to be equal to two (2) times the Bank’s cost of health, dental, life, and long-term disability for the NEO for the fiscal year ending 2024. While the Chair/CEO’s Change in Control Agreement allows for the accelerated vesting of stock options, restricted and performance stock upon a change in control, the Chair/CEO had no such unvested awards outstanding as of December 31, 2024. In addition, while each such Change in Control Agreement includes a possible reduction on the total amounts owed based on the parachute limits of the Code Section 280G, no reduction would be expected to apply for this NEO based on the value calculated as of December 31, 2024. |
Narrative Discussion of the Summary Compensation Table
| (3) The estimated values are determined based on the Change in Control Agreements’ terms, assumes a trigger event for payment occurred on December 31, 2024 and further assumes (i) the value of benefits continuing |
Narrative Discussion of the Summary Compensation Table
| for up to twenty-four (24) months was assumed to be equal to two (2) times the Bank’s cost of health, dental, life, and long-term disability for the NEO for the fiscal year ending 2024 and (ii) because vesting accelerates on stock options, restricted, and performance stock upon change in control, an amount equal to the closing price for the Company’s stock as of the last trading date in 2024, less any exercise price due to be paid, times each NEO’s total outstanding unvested awards. While each such Change in Control Agreement includes a possible reduction on the total amounts owed based on the parachute limits of the Code Section 280G, no reduction would be expected to apply for this NEO based on the value calculated as of December 31, 2024. |
Narrative Discussion of the Summary Compensation Table
| (4) The estimated values are determined based on the Change in Control Agreement’s terms, assumes a trigger event for payment occurred on December 31, 2024, and further assumes (i) the value of benefits continuing for up to twelve (12) months was assumed to be equal to one (1) times the Bank’s cost of health, dental, life, and long-term disability for the NEO for the fiscal year ending 2024 and (ii) because vesting accelerates on stock options, restricted, and performance stock upon change in control, an amount equal to the closing price for the Company’s stock as of the last trading date in 2024, less any exercise price due to be paid, times each NEO’s total outstanding unvested awards. While each such Change in Control Agreement includes a possible reduction on the total amounts owed based on the parachute limits of the Code Section 280G, no reduction is expected to apply for this NEO based on the value calculated as of December 31, 2024. |
Narrative Discussion of the Summary Compensation Table
| | | Average | | | | | | Reported Value | Average | | | | Average Reported | of Equity Awards | Non-PEO NEO Adjusted | | | | Summary | from Summary | Value of | | | | Compensation | Compensation | Equity Awards | Average Compensation | | | Table Total for Non-PEO NEOs (a) | Table for Non-PEO NEOs (b) | (c) | Actually Paid to Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2024 | 1,030,800 | (278,442) | 666,120 | 1,418,478 |
Narrative Discussion of the Summary Compensation Table
For 2024, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding the Chair/CEO) to arrive at “compensation actually paid” to each NEO (excluding the Chair/CEO) for fiscal year 2024, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding the Chair/CEO) for 2024. This adjusted amount is determined by subtracting the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the Subject Year and the addition (or subtraction, as applicable) of the following for that Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date and (y) for PSU awards, the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s
Narrative Discussion of the Summary Compensation Table
| | | | | | | | Average Value of | | | | | | | | | | Dividends or | | | | | | | | | | other | | | | | | Average Year | | | | Earnings Paid | | | | | | Over Year | | | Average | on Stock or | | | | | | Change | Average | | Fair Value | Option Awards | | | | | | in Fair Value | Fair Value | | at the End | not Otherwise | | | | | | of | as of | Change in | of the Prior | Reflected in | | | | | | Outstanding | Vesting | Fair Value | Fiscal Year of | Fair Value or | | | | | | and | Date of | of Equity | Equity Awards | Total | | | | Average | Average | Unvested | Equity | Awards | Granted in | Compensation | | | | Reported Value | Fair Value | Equity | Awards | Granted | Prior Fiscal Year | in the | | | | of Equity Awards | of Equity | Awards at | Granted | in Prior | that Failed to | Summary | Adjusted | | | from Summary | Awards at FYE | FYE Granted | and | Years that | Meet Vesting | Compensation | Average Value of | | | Compensation | Granted in | in Prior | Vested in | Vested in | Conditions | Table for the | Equity | | | Table | the Year | Years | the Year | the Year | in the Year | Year | Awards | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 278,442 | 363,793 | 178,775 | - | 112,904 | - | 10,648 | 666,120 |
Narrative Discussion of the Summary Compensation Table
(5)Company total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022, 2020-2023, and 2020-2024), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the KBW NASDAQ Bank Index, a published industry index. (7)This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)This column represents the amount of Company gross operating profit (pre-tax net income) reflected in the Company’s audited financial statements for the applicable year.