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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip code)
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(
(Registrant’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
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(Title of class)
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(Trading symbol)
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(Name of exchange on which registered)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Base Salary Increases.
New annual base salaries were approved for the following named executive officers: Jean R. Hale (Chairman, President and Chief Executive Officer) - $700,000; Kevin J. Stumbo (Executive Vice President, Chief Financial Officer, and Treasurer)
- $325,000; Mark A. Gooch (Executive Vice President and Secretary) - $490,000; James B. Draughn (Executive Vice President) - $312,000; and Larry W. Jones (Executive Vice President) - $309,000.
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Cash Incentive
Compensation Awards for the Year(s) Ended December 31, 2020. CTBI’s named executive officers were participants in CTBI’s Senior Management Incentive Compensation Plan for the year ended December 31, 2020 (“2020 Plan”). The Committee
previously established the performance measures under the 2020 Plan and the required minimum level of performance was not achieved by CTBI under the Plan. However, the Committee recommended and the Board of Directors approved a payment to
employees due to the unique circumstances of 2020, the difficult conditions under which everyone worked, and the extraordinary performance of the management team. Accordingly, the named executive officers received payments (paid in January
2021) as follows:
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2020 Cash Payments Outside the Senior Management Incentive Compensation Plan ($)
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Jean R. Hale – Chairman, President and Chief Executive Officer
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85,006
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Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
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23,801
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Mark A. Gooch – Executive Vice President and Secretary
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47,855
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James B. Draughn – Executive Vice President
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22,819
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Larry W. Jones – Executive Vice President
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22,668
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2020 Cash Incentive Awarded Under the Long-Term Incentive Compensation Plan ($)
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Jean R. Hale – Chairman, President and Chief Executive Officer
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125,000
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Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
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28,000
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Mark A. Gooch – Executive Vice President and Secretary
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66,750
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James B. Draughn – Executive Vice President
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27,750
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Larry W. Jones– Executive Vice President
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28,000
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Grants of Restricted
Stock. Restricted stock was also granted to the named executive officers (as shown in the chart below) based upon a recommendation of the Committee and approval by the Board of Directors due to the unique circumstances of 2020, the
difficult conditions under which everyone worked, and the extraordinary performance of the management team, although the Company did not achieve the minimum level of performance under the 2020 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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Jean R. Hale – Chairman, President and Chief Executive Officer
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728
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Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
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248
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Mark A. Gooch – Executive Vice President and Secretary
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451
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James B. Draughn– Executive Vice President
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244
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Larry W. Jones – Executive Vice President
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244
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Plans for Annual
Incentive Compensation Awards for the Year Ending December 31, 2021. The Committee recommended and the Board of Directors approved the Senior Management Incentive Compensation Plan for the year ending December 31, 2021 which is
included herein as Exhibit 10.7 to this Current Report on Form 8-K. The participation groups under the Plan are: (i) Group I, consisting of the Community Trust Bancorp, Inc. Chief Executive Officer (“CTBI CEO”), Community Trust Bank, Inc.
Chief Executive Officer (“CTB CEO”), 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 CTB 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.
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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 – CTB CEO minimum
award of 20% of salary and maximum award of 80% of salary; (iii) Group I – Other Executive Officers minimum award of 15% of salary and maximum award of 60% of salary; (iv) Group II – minimum award of 3.5% of salary and maximum award of 8.75%
of salary; and (v) 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.
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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 – CTB CEO minimum award of 8.757% of salary and maximum award of 20.125% of salary; (iii) Group I – Other Executive Officers minimum award of 7.5% of salary and maximum award of 17.25% of salary; (iv) Group II – minimum
award of 5% of salary and maximum award of 11.5% of salary; and (v) 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.
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Participants will be eligible for a cash award determined by earnings per share growth and earnings as a
percentage of average assets (ROAA). The minimum and maximum awards as a percentage of salary for each participant will be: minimum award – 2% of salary and maximum award – 4.5% 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.
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Plan for Long-Term
Incentive Compensation for Executive Committee. The Committee recommended and the Board of Directors approved the 2021 Executive Committee Long-Term Incentive Compensation Plan which is included herein as Exhibit 10.21 to this
Current Report on Form 8-K. 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 goals set forth within may not
be amended in a manner which would increase the amount of compensation payable pursuant to performance units over the amount which would have been payable under the performance goals previously established for such year. Participants in this
Plan will be the members of the Executive Committee of CTBI.
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The target award fund shall be generated by 40% of the salary of the CTBI CEO, 30% of the CTB CEO, and 20% of
the salary of other members of the Executive Committee. The target award may be changed by the Compensation Committee of the Board of Directors at any time during the Performance Period at their discretion provided, however, that the target
award as a percentage of salary may not be increased after the 90th day of the 2021 calendar year.
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The actual amount of payments under the performance units shall be calculated according to a schedule comparing
cumulative net income (over a three-year performance period) to the performance goals described within the Plan and payments will be made in the form of cash or shares. The minimum and maximum awards as a percentage of salary will be 10.0%
and 60.0% for the CTBI CEO, 7.50% and 45.0% for the CTB CEO, and 5.00% and 30.0% for all other members of the Executive Committee, respectively. No amounts may be paid under the performance units unless CTBI attains a minimum acceptable
performance, and no additional amounts may be paid above the maximum performance level.
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Exhibit No.
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Description
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10.7
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Senior Management Incentive Compensation Plan (for the year ending December 31, 2021)
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10.9
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Employee Incentive Compensation Plan (for the year ending December 31, 2021)
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10.21
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Community Trust Bancorp, Inc. 2021 Executive Committee Long-Term Incentive Compensation Plan
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Exhibit No.
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Description
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10.7
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Senior Management Incentive Compensation Plan (for the year ending December 31, 2021)
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10.9
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Employee Incentive Compensation Plan (for the year ending December 31, 2021)
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10.21
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Community Trust Bancorp, Inc. 2021 Executive Committee Long-Term Incentive Compensation Plan
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COMMUNITY TRUST BANCORP, INC.
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By:
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Date:
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January 28, 2021
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/s/ Jean R. Hale
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Jean R. Hale
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Chairman, President and Chief Executive Officer
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