|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
|
|
(Address of principal executive offices)
|
(Zip code)
|
(
(Registrant’s telephone number)
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
(Title of class)
|
|
|
(Trading symbol)
|
(Name of exchange on which registered)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
•
|
Base Salary Increases. New annual
base salaries were approved for the following named executive officers (“NEOs”): Mark A. Gooch (Vice Chairman, President, and Chief Executive Officer) - $685,500; Richard W. Newsom (Executive Vice President) - $378,000; Kevin J. Stumbo
(Executive Vice President, Chief Financial Officer, and Treasurer) - $368,000; James B. Draughn (Executive Vice President) - $357,000; and Ricky D. Sparkman (Executive Vice President) - $330,000.
|
•
|
Cash Incentive Compensation Awards for the
Year(s) Ended December 31, 2023. CTBI’s NEOs were participants in CTBI’s Senior Management Incentive Compensation Plan for the year ended December 31, 2023 (the “2023 Plan”). The Committee previously established the performance
measures under the 2023 Plan and the required minimum level of performance for payment was not achieved by CTBI under the 2023 Plan. However, the Committee authorized a discretionary gift/payment to all full-time employees hired prior to
July 1, 2023 of $1,000 and all full-time employees hired after June 30, 2023 of $500, as well as a discretionary gift/payment to our Executive Committee and other members of senior management. Accordingly, the NEOs received payments (paid in
January 2024) as follows:
|
2024 Cash Payments Awarded ($)
|
|
Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
|
81,938
|
Richard W. Newsom – Executive Vice President
|
27,300
|
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
|
26,513
|
James B. Draughn – Executive Vice President
|
25,725
|
Ricky D. Sparkman – Executive Vice President
|
23,775
|
2023 Cash Incentive Awarded Under the Long-Term Incentive Compensation Plan ($)
|
|
Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
|
220,500
|
Richard W. Newsom – Executive Vice President
|
87,150
|
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
|
97,500
|
James B. Draughn – Executive Vice President
|
93,600
|
Ricky D. Sparkman – Executive Vice President
|
87,150
|
•
|
Plans for Annual Incentive Compensation
Awards for the Year Ending December 31, 2024. The Committee recommended and the Board approved the Senior Management Incentive Compensation Plan for the year ending December 31, 2024 (the “2024 Plan”) which is included herein as
Exhibit 10.7 to this Current Report on Form 8-K. The participation groups under the 2024 Plan are: (i) Group I, consisting of the CEO of CTBI. and other members of the Executive Committee (“Other Executive Officers”); (ii) Group II,
consisting of Community Trust Bank, Inc. (“CTB”) officers responsible for the various consolidated functions as selected by the CEO, the Presidents of each market, and the Community Trust and Investment Company (“CTIC”) officers responsible
for various departments as selected by the CTIC CEO; and (iii) Group III, consisting of Senior Vice Presidents of consolidated functions selected for participation by the Committee. Individuals below the Senior Vice President level may be
selected by the Committee for special option awards for extraordinary performance. This Plan may be amended, modified, or terminated by the Board 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.
|
o
|
Participants will be eligible for a cash award determined by earnings per share (“EPS”) and earnings as a percentage of average
assets (“ROAA”). The minimum and maximum awards as a percentage of salary for each group will be: (i) Group I – CTBI CEO minimum award of 25% of salary and maximum award of 100% of salary; (ii) Group I – Other Executive Officers minimum
award of 15% of salary and maximum award of 60% of salary; (iii) Group II – minimum award of 3.5% of salary and maximum award of 8.75% of salary; and (iv) Group III – minimum award of 2.75% of salary and maximum award of 6.71% of salary. In
the event that the ROAA or EPS are not attained but the target net income is attained, the amount of the award under the 2024 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.
|
o
|
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 Committee and approved by the Board of CTBI subject to any limitations of the 2015 Stock Ownership
Incentive Plan. The minimum and maximum stock option awards as a percentage of salary for each group will be: (i) Group I – CTBI CEO minimum award of 10% of salary and maximum award of 23% of salary; (ii) Group I – Other Executive Officers
minimum award of 7.5% of salary and maximum award of 17.25% of salary; (iii) Group II – minimum award of 5% of salary and maximum award of 11.5% of salary; and (iv) Group III – minimum award of 2.25% of salary and maximum award of 5% of
salary. In the event that the ROAA or EPS are not attained but the target net income is attained, the amount of stock options and/or restricted stock awarded under the 2024 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.
|
o
|
Participants will be eligible for a cash award determined by EPS growth and 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 2024 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.
|
•
|
Plan for Long-Term Incentive Compensation
for Executive Committee. The Committee recommended and the Board approved the 2024 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 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.
|
o
|
The target award fund shall be generated by 40% of the salary of the CTBI CEO and 20% of the salary of other members of the Executive
Committee. The target award may be changed by the Committee of the Board at any time during the Performance Period (as defined in the Plan) at their discretion provided, however, that the target award as a percentage of salary may not be
increased after the 90th day of the 2024 calendar year.
|
o
|
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% and 60%, respectively,
for the CTBI CEO and 5% and 30%, respectively, 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.
|
Exhibit No.
|
Description
|
10.7
|
Senior Management Incentive Compensation Plan (for the year ending December 31, 2024)
|
10.9
|
Employee Incentive Compensation Plan (for the year ending December 31, 2024)
|
10.21
|
Community Trust Bancorp, Inc. 2024 Executive Committee Long-Term Incentive Compensation Plan
|
COMMUNITY TRUST BANCORP, INC.
|
|||
By:
|
|||
Date:
|
January 25, 2024
|
/s/ Mark A. Gooch
|
|
Mark A. Gooch
|
|||
Vice Chairman, President, and Chief Executive Officer
|
I.
|
Objectives
|
II.
|
Definitions
|
III.
|
Administration of the Plan
|
IV.
|
Participant Eligibility
|
V.
|
Payment to Participants
|
VI.
|
Determination of Annual Award Fund
|
VII.
|
Calculation of Award
|
VIII.
|
Miscellaneous Provisions
|
(a) |
Increase the profitability and growth of Community Trust Bancorp, Inc. in a manner which is consistent with other goals of the Company, its stockholders and its employees,
|
(b) |
Provide executive compensation which is competitive with other financial institutions,
|
(c) |
Attract and retain personnel of outstanding ability and encourage excellence in the performance of individual responsibilities,
|
(d) |
Motivate and reward those members of management who contribute to the success of the Company,
|
(e) |
Distinguish among the performance contributions of some individuals by providing financial recognition for individual performance, as well as group performance, and
|
(f) |
Allow the flexibility which permits revision and strengthening from time to time to reflect changing organizational goals and objectives.
|
(a) |
“Annual Incentive Plan” or “Annual Plan” shall mean the Senior Management Incentive Compensation Plan set forth in this document and all amendments thereto.
|
(b) |
“Award Period” means one Fiscal Year.
|
(c) |
“Board” means the Board of Directors of Community Trust Bancorp, Inc.
|
(d) |
“Company” means Community Trust Bancorp, Inc., and its subsidiaries.
|
(e) |
“Compensation Committee” means the Compensation Committee of the Board.
|
(f) |
“Disability” means the total and permanent disability of a participant as
defined by any Long-Term Disability Plans in effect for the Company and as thereafter may be amended.
|
(g) |
“Effective Date” means the date upon which the Plan shall become effective.
|
(h) |
“Fiscal Year” means the accounting period adopted by the Company for federal
income tax purposes.
|
(i) |
“Participant” means a person designated by the Company to participate in the
Plan.
|
(j) |
“Plan” shall mean the Company’s Senior Management Incentive Compensation Plan.
|
(k) |
“Salary” or “Salaries” shall mean the base salary in effect for each participant as of the last pay period in December of the Award Period.
|
(l)
|
“Stock Option” shall mean stock
options granted under the Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan as hereinafter may be amended including substitutions or replacements of the Plan. Such options shall be Incentive Stock Options to the extent
possible under tax laws in effect at the time the option is awarded.
|
(m)
|
“Restricted Stock” shall mean
restricted stock granted under the Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan as hereinafter may be amended including substitutions or replacements of the Plan.
|
(a) |
Group I shall consist of the CEO of Community Trust Bancorp, Inc. (CTBI) plus all other Executive Committee positions of the Corporation.
|
(b) |
Group II shall consist of the (1) CTB officers responsible for the various consolidated functions as selected by the CTB CEO; (2) the Presidents of each market; and (3) the
Community Trust and Investment Company (CTIC) officers responsible for various departments as selected by the CTIC CEO.
|
(c)
|
Group III shall consist of Senior Vice Presidents of consolidated functions who are selected for participation by the Compensation
Committee.
|
(d)
|
Individuals below senior vice president level may be recommended and approved by the Compensation Committee for special awards of
options for extraordinary performance.
|
Target
|
Award as a % of Target Award
|
Award as a % of Salary
|
|||
ROAA
|
EPS
|
CTBI CEO
|
Group I
|
||
1.32%
|
$4.27
|
25%
|
25%
|
15%
|
|
Base
|
1.36%
|
$4.40
|
50%
|
50%
|
30%
|
1.40%
|
$4.53
|
75%
|
75%
|
45%
|
|
1.44%
|
$4.66
|
100%
|
100%
|
60%
|
•
|
For 2024, the targeted (base) ROAA is established as follows: ROAA of 1.36% and EPS of $4.40.
|
•
|
For 2024, net income target is $79,195,000.
|
•
|
These results are after accrual of the incentive.
|
Target
|
Award as a % of Target Award
|
Award as a % of Salary
|
||
ROAA
|
EPS
|
Group II
|
||
1.32%
|
$4.27
|
50%
|
3.50%
|
|
Base
|
1.36%
|
$4.40
|
100%
|
7.00%
|
1.40%
|
$4.53
|
112%
|
7.84%
|
|
1.44%
|
$4.66
|
125%
|
8.75%
|
•
|
For 2024, the targeted (base) ROAA is established as follows: ROAA of 1.36% and EPS of $4.40.
|
•
|
For 2024, net income target is $79,195,000.
|
•
|
These results are after accrual of the incentive.
|
Target
|
Award as a % of Target Award
|
Award as a % of Salary
|
||
ROAA
|
EPS
|
Group III
|
||
1.32%
|
$4.27
|
50%
|
2.75%
|
|
Base
|
1.36%
|
$4.40
|
100%
|
5.50%
|
1.40%
|
$4.53
|
106%
|
5.83%
|
|
1.44%
|
$4.66
|
122%
|
6.71%
|
•
|
For 2024, the targeted (base) ROAA is established as follows: ROAA of 1.36% and EPS of $4.40.
|
•
|
For 2024, net income target is $79,195,000.
|
•
|
The results are after accrual of the incentive.
|
Target
|
Stock Option Award as a % of Salary
|
|||||
ROAA
|
EPS
|
CTBI CEO
|
Group I
|
Group II
|
Group III
|
|
1.32%
|
$4.27
|
10.00%
|
7.50%
|
5.00%
|
2.25%
|
|
Base
|
1.36%
|
$4.40
|
20.00%
|
15.00%
|
10.00%
|
4.50%
|
1.40%
|
$4.53
|
21.00%
|
15.75%
|
10.50%
|
4.75%
|
|
1.44%
|
$4.66
|
23.00%
|
17.25%
|
11.50%
|
5.00%
|
•
|
For 2024, the targeted (base) ROAA is established as follows: ROAA of 1.36% and EPS of $4.40.
|
•
|
For 2024, net income target is $79,195,000.
|
•
|
These results are after accrual of the incentive.
|
ARTICLE
|
||
I
|
OBJECTIVES
|
|
II
|
DEFINITIONS
|
|
III
|
ADMINISTRATION OF THE PLAN
|
|
IV
|
PARTICIPANT ELIGIBILITY
|
|
V
|
PAYMENT TO PARTICIPANTS
|
|
VI
|
DETERMINATION OF ANNUAL AWARD FUND
|
|
VII
|
CALCULATION OF AWARD
|
|
Table I – 2024 Incentive Compensation Award
|
||
VIII
|
MISCELLANEOUS PROVISIONS
|
|
ATTACHMENT A
|
(c) |
Provide compensation which is competitive with other financial institutions,
|
(d) |
Attract and retain personnel of outstanding ability and encourage excellence in the performance of individual responsibilities,
|
(e) |
Allow the flexibility which permits revision and strengthening from time to time to reflect changing organizational goals and objectives.
|
(a) |
“Award Period” means one Fiscal Year.
|
(b) |
“Board” means the Board of Directors of Community Trust Bancorp, Inc.
|
(d) |
“Compensation Committee” means the Compensation Committee of the Board of Directors.
|
(e) |
“Disability” means the total and permanent disability of a participant as defined by any Long‑Term Disability Plans in effect for the Company and as thereafter may be amended.
|
(f) |
“Effective Date” means the date upon which the Plan shall become effective.
|
(g) |
“Fiscal Year” means the accounting period adopted by the Company for federal income tax purposes.
|
(h) |
“Participant” means a person designated by the Company to participate in the Plan.
|
(i) |
“Plan” shall mean the Company’s Incentive Compensation Plan.
|
(j) |
“Salary” or “Salaries” shall mean the base salary in effect for each participant as of the last pay period in December of the Award Period.
|
(a) |
Full-time employees who do not participate in another incentive plan.
|
Target |
Award as a % of
Target Award
|
Award as a % of
Salary
|
||
ROAA
|
EPS
|
|||
1.32%
|
$4.27
|
50%
|
2.00%
|
|
Base
|
1.36%
|
$4.40
|
100%
|
4.00%
|
1.40%
|
$4.53
|
106%
|
4.25%
|
|
1.44%
|
$4.66
|
112.5%
|
4.50%
|
•
|
For 2024, the targeted (base) ROAA is established as follows: ROAA of 1.36% and EPS of $4.40.
|
•
|
For 2024, net income target is $79,195,000.
|
•
|
These results are after accrual of the incentive.
|
(a)
|
Increase the profitability and growth of Community Trust Bancorp, Inc. in a manner which is
consistent with other goals of Community Trust Bancorp, Inc., its stockholders, and its employees;
|
(b)
|
Provide executive compensation which is competitive with other financial institutions;
|
(c)
|
Attract and retain personnel of outstanding ability and encourage excellence in the performance
of individual responsibilities; and
|
(d)
|
Motivate and reward members of the Executive Committee for their contribution to the long-term
success of Community Trust Bancorp, Inc.
|
(a)
|
“Annual Long-Term Incentive
Plan” or “Plan” means the 2024 Executive Committee Long-Term Incentive Compensation Plan set forth in this document and all amendments thereto.
|
(b)
|
“Board”
means the Board of Directors of Community Trust Bancorp, Inc.
|
(c)
|
“Change
in Control” shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan.
|
(d)
|
“Cumulative
Net Income” shall mean Community Trust Bancorp, Inc.’s cumulative net income for the three (3) years ending December 31, 2024, computed in accordance with generally accepted accounting principles, and giving effect to the accrual
for payment of all incentive compensation.
|
(e)
|
“Company”
means Community Trust Bancorp, Inc. and its subsidiaries.
|
(f)
|
“Compensation
Committee” means the Compensation Committee of the Board.
|
(g)
|
“Disability”
shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan.
|
(h)
|
“Effective
Date” means January 1, 2024, the date on which the Plan becomes effective.
|
(i)
|
“Fiscal
Year” means the accounting period adopted by the Company for federal income tax purposes.
|
(j)
|
“Participant”
means each member of the Executive Committee as of January 1, 2024.
|
(k)
|
“Performance
Goal” shall have the meaning set forth in Section 7.01 below.
|
(l)
|
“Performance
Period” means the three (3) Fiscal Years beginning on January 1, 2024.
|
(m)
|
“Performance
Unit” shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan, with each Performance Unit to have a potential value of $1.00.
|
(n)
|
“Retirement”
shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan.
|
(o)
|
“Salary”
or “Salaries” means the base salary in effect for each Participant as of the last pay period in December 2024.
|
PARTICIPANTS
|
SALARIES
|
TARGET AWARD
EXPRESSED AS A % OF SALARY |
TARGET AWARD
FUND |
CTBI CEO
|
$
|
X 40%
|
$
|
All Other Members of
the Executive Committee |
$
(aggregate salaries)*
|
X 20%
|
$
|
CUMULATIVE NET
INCOME |
Award as a % of
Target Award |
Award as a % of
CTBI Chief Executive Officer Salary |
Award as a %
of Salary of All Other Members of the Executive Committee |
90% of Target Cumulative Net Income (Minimum)
|
25%
|
10.0%
|
5.0%
|
93% of Target Cumulative
Net Income
|
50%
|
20.0%
|
10.0%
|
96% of Target Cumulative
Net Income
|
75%
|
30.0%
|
15.0%
|
Target Cumulative Net Income (Per Schedule 1)
|
100%
|
40.0%
|
20.0%
|
103% of Target Cumulative Net Income
|
120%
|
48.0%
|
24.0%
|
107% of Target Cumulative Net Income
|
135%
|
54.0%
|
27.0%
|
110.0% of Target Cumulative Net Income (Maximum)
|
150%
|
60.0%
|
30.0%
|
CUMULATIVE NET INCOME TARGETS
|
% OF UNITS EARNED
|
|
$225 Million
|
25%
|
|
$232 Million
|
50%
|
|
$240 Million
|
75%
|
|
Target
|
$250 Million
|
100%
|
$257 Million
|
120%
|
|
$267 Million
|
135%
|
|
$275 Million
|
150%
|
Document and Entity Information |
Jan. 23, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jan. 23, 2024 |
Entity File Number | 001-31220 |
Entity Registrant Name | Community Trust Bancorp, Inc. |
Entity Central Index Key | 0000350852 |
Entity Incorporation, State or Country Code | KY |
Entity Tax Identification Number | 61-0979818 |
Entity Address, Address Line One | P.O. Box 2947 |
Entity Address, Address Line Two | 346 North Mayo Trail |
Entity Address, City or Town | Pikeville |
Entity Address, State or Province | KY |
Entity Address, Postal Zip Code | 41502 |
City Area Code | 606 |
Local Phone Number | 432-1414 |
Title of 12(b) Security | Common Stock |
Trading Symbol | CTBI |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
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