UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Filed by the Registrant        ☒
Filed by a Party other than the Registrant      ☐

Check the appropriate box:
☐
Preliminary Proxy Statement

☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6e(2))

☒
Definitive Proxy Statement

☐
Definitive Additional Materials

☐
Soliciting Material under Rule 14a-12

Community Trust Bancorp, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):

☒
No fee required.

☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐
Fee paid previously with preliminary materials.

COMMUNITY TRUST BANCORP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2023

The Annual Meeting of Shareholders of Community Trust Bancorp, Inc. (“CTBI”) will be held on the Fourth Floor of the Community Trust Bancorp, Inc. Corporate Headquarters, 346 North Mayo Trail, Pikeville, Kentucky, on Tuesday, April 25, 2023 at 10:00 a.m. EDT for the following purposes:

1.
To elect a Board of ten directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualify.

2.
To ratify and approve the appointment of FORVIS, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2023.

3.
To approve the advisory (nonbinding) resolution relating to executive compensation.

4.
To vote on the frequency of the advisory (nonbinding) vote on executive compensation.

5.
To transact such other business as may properly come before the meeting or any adjournment thereof.

Only those holders of stock of record at the close of business on February 28, 2023 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

The Board of Directors recommends that you vote FOR each of the nominees for director, FOR the ratification and approval of the independent registered public accounting firm, FOR the approval of the advisory (nonbinding) resolution relating to executive compensation, 1 YEAR on the frequency of the advisory (nonbinding) vote on executive compensation, and that you grant discretion on such other business as may properly come before the meeting or any adjournment.

CTBI is furnishing all proxy materials, including the Proxy Card, to our shareholders via direct mail, except for shareholders who have previously elected to receive their documents via electronic delivery.  However, all of the proxy materials listed below may also be obtained over the Internet at http://materials.proxyvote.com/204149:
•
Notice of Annual Meeting of Shareholders

•
CTBI’s Proxy Statement

•
CTBI’s 2022 Annual Report to Shareholders

•
Form of Proxy


Shareholders are cordially invited to attend the Annual Meeting of Shareholders. You may obtain directions to the meeting location by calling our Investor Relations Department toll-free at (800) 422-1090.  We hope you will attend the meeting and vote your shares in person.  We will begin mailing and electronically distributing, as applicable, this proxy statement to our shareholders on or about April 3, 2023.  We hope you will join us for our Annual Meeting of Shareholders.


By Order of the Board of Directors


/s/ M. Lynn Parrish
  
/s/ Mark A. Gooch
M. Lynn Parrish
  
Mark A. Gooch
Chairman of the Board
  
Vice Chairman, President, and
   
Chief Executive Officer

Pikeville, Kentucky
April 3, 2023

IMPORTANT

WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE ANNUAL MEETING, PLEASE SUBMIT A PROXY.  IN THE EVENT YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT ANY TIME BEFORE YOUR PROXY IS EXERCISED.

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Community Trust Bancorp, Inc.
346 North Mayo Trail
Pikeville, Kentucky 41501

PROXY STATEMENT

Annual Meeting of Shareholders
to be held April 25, 2023


INTRODUCTION

This Proxy Statement and accompanying proxy are furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of CTBI for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 25, 2023, at 10:00 a.m. (EDT), on the Fourth Floor of the Community Trust Bancorp, Inc. Corporate Headquarters, 346 North Mayo Trail, Pikeville, Kentucky, and any adjournments thereof.  A copy of CTBI’s 2022 Annual Report to Shareholders accompanies this Proxy Statement.

In accordance with rules adopted by the U.S. Securities and Exchange Commission (“SEC”), our proxy materials may also be accessed on the Internet at http://materials.proxyvote.com/204149.  The cost of solicitation of proxies will be borne by CTBI.  In addition to the use of the mail, proxies may be solicited in person, by telephone, and other means of communication by directors, officers, and other employees of CTBI, none of whom will receive additional compensation for such services.  CTBI will also request brokerage houses, custodians, and nominees to forward soliciting materials to the beneficial owners of stock held of record by them and will pay the reasonable expenses of such persons for forwarding such materials.  This Proxy Statement and the accompanying proxy are first being mailed or given to shareholders of CTBI on or about April 3, 2023.


RECORD DATE AND VOTING SECURITIES

The Common Stock of CTBI (“Common Stock”) is the only class of outstanding voting securities.  Only holders of Common Stock of record at the close of business on February 28, 2023 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.  At the Record Date, there were 17,976,345 shares of Common Stock outstanding.  With respect to the election of directors, shareholders have cumulative voting rights.  Accordingly, each shareholder will have the right to cast as many votes in the aggregate as equals the number of shares of Common Stock held by the shareholder multiplied by the number of directors to be elected at the Annual Meeting.  Each shareholder may cast all of his or her votes for one candidate or distribute such votes among two or more candidates.  Shareholders will be entitled to one vote for each share of Common Stock held of record on the Record Date with regard to all proposals and other matters that properly come before the Annual Meeting or any adjournment thereof.

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Each proxy, unless the shareholder otherwise specifies, will be voted in favor of the election of the ten nominees for director named herein, for the approval of the appointment of FORVIS, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2023, for the approval of the advisory (nonbinding) resolution relating to executive compensation, and for 1-year (annual) frequency of the advisory (nonbinding) vote on executive compensation.  Where a shareholder has appropriately specified how the proxy is to be voted, it will be voted accordingly.  As to any other matter which may properly be brought before the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the proxy.  Shareholders may vote by mail, by telephone, or over the Internet by following the instructions on the Proxy Card.  A shareholder may revoke his or her proxy at any time prior to its exercise.  Revocation may be effected by written notice to CTBI, by a subsequently dated proxy received by CTBI, by oral revocation in person at the Annual Meeting or any adjournment thereof, or by voting in person at the Annual Meeting or any adjournment thereof.

A majority of the outstanding shares is required to be present, via participation in the Annual Meeting or by proxy, to constitute a quorum to transact business at the Annual Meeting.  Abstentions will be treated as present for purposes of determining a quorum, but as unvoted shares for purposes of determining the approval of any matter submitted to the shareholders for a vote.  If a broker indicates that it does not have discretionary authority as to certain shares to vote on a particular matter, such shares will not be considered as present and entitled to vote with respect to such matter.  At the Annual Meeting, brokers and other nominees will not have discretionary authority with respect to election of directors, approval of the advisory nonbinding resolution relating to executive compensation, or the vote on the frequency of the advisory (nonbinding) vote on executive compensation.  Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to such proposals.


PRINCIPAL SHAREHOLDERS

The following table sets forth information as to each shareholder known by CTBI to beneficially own more than five percent of the Common Stock as of the Record Date.

Beneficial Owner
Amount and Nature
Percent
Name and Address
of Beneficial Ownership
of Class
Community Trust and Investment Company
2,003,308 (1)
11.1%
As Fiduciary
    
100 East Vine St., Suite 501
    
Lexington, KY  40507
    
     
BlackRock Inc.
1,552,059 (2)
8.6%
55 East 52nd Street
    
New York, NY  10055
    
     
Dimensional Fund Advisors LP
1,140,512 (3)
6.3%
6300 Bee Cave Road
    
Building One
    
Austin, TX  78746
    

(1)
The shares indicated are held by Community Trust and Investment Company (“CTIC”), a subsidiary of CTBI, in fiduciary capacities as trustee, executor, agent, or otherwise.  Of the shares indicated, CTIC has sole voting rights with respect to 1,137,085 shares and no voting rights with respect to 866,223 shares.  CTIC has sole investment authority with respect to 768,034 shares, shared investment authority with respect to 92,925 shares, no investment authority with respect to 27,000 shares, and directed investment authority with respect to 1,115,349 shares; 748,412 shares are held by CTBI’s Employee Stock Ownership Plan (“ESOP”) and 366,937 shares are held by the 401(k) Plan.  Each participant for whom shares are maintained in his or her ESOP or 401(k) Plan account is entitled to direct the Trustee as to the manner in which voting rights will be exercised with respect to such shares.  The Trustee will vote in its discretion all unallocated shares and all shares for which no voting instructions are timely received.

(2)
This information is taken from a Schedule 13G/A filed January 25, 2023 with respect to holdings of BlackRock Inc. subsidiaries as of December 31, 2022.  The Schedule 13G/A reports sole voting power with respect to 1,510,880 shares and sole dispositive power with respect to 1,552,059 shares.

(3)
This information is taken from a Schedule 13G/A filed February 10, 2023 with respect to holdings of Dimensional Fund Advisors LP and its subsidiaries as of December 31, 2022.  The Schedule 13G/A reports sole voting power with respect to 1,117,924 shares and sole dispositive power with respect to 1,140,512 shares.


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ELECTION OF DIRECTORS

CTBI’s directors are elected at each Annual Meeting of Shareholders and hold office until the next election of directors or until their successors are duly elected and qualify.  The persons named below have been nominated for election to serve until the next Annual Meeting of Shareholders.  All of these individuals currently serve as directors of CTBI.

Charles J. Baird
Franklin H. Farris, Jr.
Mark A. Gooch
Eugenia Crittenden “Crit” Luallen
Ina Michelle Matthews
James E. McGhee II
Franky Minnifield
M. Lynn Parrish
Anthony W. St. Charles
Chad C. Street, DMD, MD

Unless authority to do so is withheld, it is the intention of the persons named in the proxy to vote for the election of each of the nominees listed above.  All nominees have indicated a willingness to serve and CTBI does not anticipate that any of the above nominees will decline or be unable to serve if elected as a director.  However, in the event that one or more of such nominees is unable, unwilling, or unavailable to serve, the persons named in the proxy shall have authority, according to their judgment, to vote for such substitute nominees as they, after consultation with the Board, shall determine.  If considered desirable, cumulative voting will be exercised by the persons named in the proxy to elect as many of such nominees as possible.

The Nominating and Corporate Governance Committee assists the Board in identifying qualified persons to serve as directors of CTBI.  The Nominating and Corporate Governance Committee will evaluate proposed director nominees, including incumbent directors, prior to recommending re-nomination.  The Nominating and Corporate Governance Committee selects as candidates for nomination individuals of high personal and professional integrity and ability who can contribute to the Board’s collective effectiveness in serving the interests of CTBI’s shareholders.  Maturity of judgment and community leadership are considered strengths for Board members.  Although the Nominating and Corporate Governance Committee does not utilize a specific or formulaic diversity policy or requirement, it does consider the make-up of the Board as a whole and favorably views Board diversity with respect to the following attributes:  professional and life experience, education, skills, age, race, and gender.

Each of the above-listed nominees has been identified as possessing good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics.  Each nominee also brings a strong and varied background and set of skills to the Board, giving the Board, as a whole, competence and experience in a range of areas.

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Below is the information concerning each of the director nominees, including each nominee’s particular and specific qualifications, attributes, and skills which led the Board to conclude that he/she should serve as a director.  As more fully described below, the nominees for director collectively have skills in areas considered by the Nominating and Corporate Governance Committee to be valuable to CTBI, including experience in finance, accounting, legal matters, management, operations, and business development and growth, within the financial institutions, energy, and other business sectors.

Charles J. Baird, age 73, was appointed to the Board in 1987.  He currently serves as Chairman of the Board’s Corporate Retirement and Employee Benefit Committee, as Vice Chairman of the Board’s Executive Committee, and as a member of the Risk and Compliance Committee.  He is also a director of CTBI’s trust subsidiary, Community Trust and Investment Company (“CTIC”).  Mr. Baird has been an attorney with Baird and Baird, PSC since 1975.  He became President of Baird and Baird, PSC in 2009.  In addition to his more than forty-seven years of legal and management experience, he has attended seminars on banking law, corporate finance, and numerous legal matters, has been involved in numerous significant acquisitions during his legal career, and has been a director of many organizations over the years.  Mr. Baird has extensive legal experience in the businesses of coal, natural gas, and other natural resources, including the origination and management of such enterprises.  Mr. Baird is currently Chairman of Eastern Kentucky Exposition Center Corporation and Coal Operators and Associates, Inc.  He was a member of the Workers’ Compensation Board Nominating Commission of Kentucky from 1987 until 2010, serving as Chairman for ten years, and resumed service as a member from 2013 to 2016.  During his extensive professional career, Mr. Baird has developed relationships with many of our shareholders, customers, and employees.

Franklin H. Farris, Jr., age 72, was appointed to the Board on February 26, 2019.  Mr. Farris serves as Chairman of the Board’s Audit and Asset Quality Committee and as a member of the Board’s Risk and Compliance Committee and Nominating and Corporate Governance Committee.  He is also a director of CTIC and a member of the Loan Committee of CTBI’s banking subsidiary, Community Trust Bank, Inc. (“CTB”).  Mr. Farris served as managing partner of the Louisville office of KPMG LLP (KPMG), an international public accounting firm, from 2004 to 2009.  Mr. Farris, a certified public accountant, was an audit partner with KPMG from 1984 until his retirement, after thirty-seven years of service, in September 2009.  In addition to his managing partner role, Mr. Farris maintained a client partner role on a number of accounting and auditing matters, including significant experience with public companies, as well as those with international operations.  Upon his retirement from KPMG, he joined Mountjoy Chilton Medley, a Kentucky-based audit and advisory firm, where he served as an audit partner until 2015.  In 2015, he formed Farris Advisory Services, LLC, where he continues to provide chief financial officer type services to small and medium size businesses.  In addition, in 2015, he joined the Bluegrass International Fund, an EB-5 Regional Center, as its Chief Financial Officer.  Mr. Farris is a member of the American Institute of Certified Public Accountants and the Kentucky Society of Certified Public Accountants.

Mark A. Gooch, age 64, was appointed to the Board in January 2022 as Vice Chairman of the Board and President and Chief Executive Officer of CTBI effective February 7, 2022.  He currently serves as Chairman of the Board’s Executive Committee and as a member of the Corporate Retirement and Employee Benefit Committee, in addition to being Chairman of CTB’s Loan Committee.  Mr. Gooch also serves as Chairman of the Board and Chief Executive Officer of CTB and Chairman of the Board of CTIC.  Mr. Gooch has been employed by CTBI since 1981 and has held various positions within the company including branch manager, cashier, retail and commercial lender, Vice President, compliance officer, and President/CEO and Director of First Security Bank & Trust from 1993 until January 1997.  He was then named Executive Vice President/Operations of CTB and served in that role until July 1999 when he was named President and CEO of CTB.  Mr. Gooch is a director of the City of Pikeville Economic Development Board, the Big Sandy Area Development District, the Kentucky Chamber of Commerce, CEDAR, Inc., the National Advisory Council for the Christian Appalachian Project, the Kentucky Pro Football Hall of Fame Board, and the National Advisory Council for the National Community Investment Fund.  Mr. Gooch has served on several other boards of directors over the years, including the Kentucky Bankers Association and the Kentucky Department of Financial Institutions, and he is a Past Chairman of the Pike County Chamber of Commerce and One East Kentucky.

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Eugenia Crittenden “Crit” Luallen, age 70, was appointed to the Board in 2020.  Ms. Luallen was appointed to the Board of Directors of CTB in 2012 and served in that capacity until 2014, at which time she was appointed Lieutenant Governor of Kentucky by Governor Steve Beshear.  Ms. Luallen was reappointed to CTB’s Board in 2016, and she served as a director of CTB until 2021.  She currently serves on the Board’s Audit and Asset Quality Committee and Risk and Compliance Committee and is Chairman of the Compensation Committee.  She is also a director of CTIC.  Ms. Luallen has served seven Kentucky Governors and been elected twice to statewide office.  During her long career in state government, Ms. Luallen served in a variety of positions with responsibility for financial management and oversight.  Ms. Luallen was elected the state’s Auditor of Public Accounts in 2003 and reelected in 2007, serving a total of eight years.  In that position, her office was responsible for auditing all state agencies and county governments.  With a then annual budget of over $10 million and a professional staff of 130, the Auditor’s office examined the management and control of institutions and public works in which the state has financial interest or legal power.  Prior to that position, Ms. Luallen served seven years as Secretary of the Governor’s Executive Cabinet, a position equivalent to chief operating officer for the Commonwealth of Kentucky, whose operations then involved 39,000 full-time employees and a $17 billion annual state budget.  During her tenure as Secretary of the Governor’s Cabinet, she served concurrently for thirteen months as State Budget Director.  In that capacity, she guided the state budget office staff in the preparation and implementation of the state’s biennial spending plan.  Other gubernatorial appointments included Secretary of the state’s Finance and Administration Cabinet, which manages the financial resources of the Commonwealth and provides the central coordination for administrative services.  Responsibilities of the Cabinet include investment and debt management, state purchasing, construction of state facilities, property management, and computer services.  Most recently, Ms. Luallen was appointed by newly elected Governor Andy Beshear in November 2019 to head the State Budget Transition Team as part of the gubernatorial transition.  Ms. Luallen serves on the Board of Trustees of Centre College, where she chairs the Governance Committee, and as Vice-Chair of the Board of the James Graham Brown Foundation, the state’s largest philanthropic foundation, and is involved in numerous other civic and charitable activities.

Ina Michelle Matthews, age 52, was elected to the Board in 2021.  She has served as a director of CTB since 2019.  She currently serves on the Board’s Corporate Retirement and Employee Benefit Committee, Audit and Asset Quality Committee, and Risk and Compliance Committee, as well as CTB’s Loan Committee.  Mrs. Matthews has served as the President of Childers Oil Company and Double Kwik Convenience Stores since 2012.  Childers Oil Company was founded in 1966 and distributes petroleum products and operates convenience stores throughout Eastern Kentucky and Southwest Virginia.  Mrs. Matthews serves on the boards of the National Association of Convenience Stores (NACS) and Georgetown College.  She also serves as the Chairman of Letcher County Tourism and is the founder of the EKY Heritage Foundation with the sole purpose to help tourism and economic development in the Eastern Kentucky region.

James E. McGhee II, age 65, was appointed to the Board in 2005.  He currently serves as Chairman of the Board’s Nominating and Corporate Governance Committee and as a member of the Executive Committee, the Audit and Asset Quality Committee, and the Compensation Committee, along with CTB’s Loan Committee.  He is also a director of CTIC.  Mr. McGhee was an executive officer of Dyno East Kentucky (dba Mountain Valley Explosives) from 1995 until 2006 at which time he sold the company and formed Three JC Investments, LLC.  As President of Three JC Investments, LLC, he is involved in explosives consulting, natural gas development, and commercial property.  Over the years, Mr. McGhee has started several small businesses involving property and energy.  He also served as Executive Director of Dyno Explosives Distributors Association.  During his career, Mr. McGhee was responsible for sales, acquisition, distribution, personnel, and financial reporting for several locations with Coal-Mac, Sandy Valley Explosives, and Mountain Valley Explosives.  In addition to Mr. McGhee’s business management experience, he has attended several business related safety, sales, and management seminars, an accounting for non-accountants seminar, and continuing education classes for directors.

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Franky Minnifield, age 63, was appointed to the Board in 2020.  He served as a director of CTB from 1998 until 2021.  He currently serves as Vice Chairman of the Board’s Corporate Retirement and Employee Benefit Committee and the Risk and Compliance Committee and as a member of the Audit and Asset Quality Committee.  Mr. Minnifield is the President and founder of Minnifield Enterprize, Inc., a general contracting company, and has a long-standing contract with Toyota Motor Manufacturing providing goods and services (non-auto parts related) within the operations of North America, Canada, and Mexico.  Mr. Minnifield brings over thirty years of finance, accounting, and management experience with extensive knowledge in small business startups.  In 1996, he started the Kentucky Pro Football Hall of Fame organization where he currently serves as the Executive Director.  Mr. Minnifield was formerly Chairman of the University of Louisville Board of Trustees and a member of the University of Louisville Foundation’s board.  He is also a former member of the Lexington Chamber of Commerce’s board.

M. Lynn Parrish, age 73, was appointed to the Board in 1993.  Mr. Parrish was appointed Chairman of the Board effective February 7, 2022.  He served as the lead independent director of the Board from 2005 until his appointment as Chairman of the Board.  Mr. Parrish currently serves as Vice Chairman of the Board’s Compensation Committee and as a member of the Executive Committee, the Nominating and Corporate Governance Committee, the Audit and Asset Quality Committee, and the Risk and Compliance Committee.  Mr. Parrish has been President of Marwood Land Company, Inc., a mineral development company, since 1992.  He co-founded Coal-Mac, Inc., a coal marketing and production company, in 1978 and served as its President until 1992.  In this capacity, Mr. Parrish oversaw all corporate functions, including accounting and finance, until Coal-Mac, Inc. was acquired by a public company in 1989.  In 1993, he co-founded Knott Floyd Land Company, Inc., another coal marketing and production company.  As its Chairman of the Board and President, Mr. Parrish oversaw all functions of the company, including accounting and finance.  In 2006, Knott Floyd Land Company, Inc. was acquired by a private equity fund.   Today, Mr. Parrish has ownership interests in Jigsaw Enterprises, LLC, an engineering and earth moving company, Bit Source, LLC, a software development company, Eastern Telephone and Technologies, Inc., a broadband and infrastructure development company, and Mountain Top Media, LLC, a radio and digital communication company.  He is also involved in other businesses in Central and Eastern Kentucky.  Mr. Parrish has served on several boards of directors over the years, including the Kentucky Chamber of Commerce and Pikeville Medical Center, and is currently a board member of Leadership Institute for School Principals, CEDAR, Inc., and the University of Pikeville.

Anthony W. St. Charles, age 64, was appointed to the Board in 2010.  He currently serves as Chairman of the Board’s Risk and Compliance Committee and a member of the Corporate Retirement and Employee Benefit Committee, the Audit and Asset Quality Committee, and the Compensation Committee.  Mr. St. Charles is the President and Chief Executive Officer of The St. Charles Group, LLC of Cincinnati, Ohio.  Mr. St. Charles has provided consulting services and subject matter expertise to financial institutions and technology companies in the United States and Europe for more than thirty years.  His company specializes in control environment reviews, finance related remedial activities, electronic banking, retail delivery channel analysis, and operations reengineering for all back office processes.  This broad spectrum of financial industry expertise allows Mr. St. Charles to provide valuable insight to the Board.  Prior to the formation of his own company, Mr. St. Charles was involved in sales and consulting with the Unisys Corporation for five years and held officer level positions with U.S. Bank for fourteen years.

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Chad C. Street, DMD, MD, age 51, was elected to the Board in 2021.  He has served as a director of CTB since 2017.  He currently serves on the Board’s Executive Committee, Audit and Asset Quality Committee, and Risk and Compliance Committee, as well as CTB’s Loan Committee.  Dr. Street received his undergraduate degree from Pikeville College (now the University of Pikeville) in 1992.  He received his Doctor of Dental Medicine (DMD) degree from the University of Kentucky College of Dentistry in May 1996, and then enrolled in the combined DMD, MD Oral & Maxillofacial Surgical residency program at the University of Kentucky Chandler Medical Center, where he completed his training in June 2003.  Since then, he has been in private practice as an oral and maxillofacial surgeon in Pikeville, Kentucky.   In June 2006, he opened his own practice after a three-year associateship with another practice.  He is the sole owner and surgeon of the East Kentucky Oral & Maxillofacial Surgery, PSC practice, and owns his own real estate management company, Street Investments, LLC.  Dr. Street has staff privileges for both inpatient and outpatient surgical procedures and consultations at the University of Kentucky Medical Center in Lexington, Kentucky and Pikeville Medical Center in Pikeville, Kentucky.  He is a voluntary faculty member at the University of Kentucky Medical School and surgical departments, as well as a voluntary faculty preceptor at the University of Pikeville Osteopathic School of Medicine.  Dr. Street has more than fifteen years of business management experience, with extensive financial experience and is competent in practice management.  He has many years of business/financial experience and is well invested in the local medical and dental communities, serving as Past President three different terms for the Kentucky Mountain Dental Society.

The Nominating and Corporate Governance Committee will consider candidates nominated by shareholders.  The Nominating and Corporate Governance Committee will evaluate candidates recommended by shareholders on the same basis as it evaluates any other properly recommended nominee.  Shareholders who desire to recommend a candidate for election at the next Annual Meeting of Shareholders should submit the name of the candidate and information concerning the qualifications of the candidate by mail to the Nominating and Corporate Governance Committee at CTBI’s address on or before February 18, 2024.

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BOARD DIVERSITY MATRIX
(As of February 28, 2023)

Total Number of Directors
10
 
Female
Male
Non-Binary
Did Not Disclose Gender
Part I: Gender Identity
        
Directors
2
8
0
0
Part II: Demographic Background
        
African American or Black
0
1
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
0
0
0
Hispanic or Latinx
0
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
2
7
0
0
Two or More Races or Ethnicities
0
0
0
0
LGBTQ+
0
Did Not Disclose Demographic Background
0


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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Directors

The following persons are the directors of Community Trust Bancorp, Inc. as of the Record Date.  Their security ownership as of the Record Date is as follows:

 
Amount and Nature of
  
Percent
Name
Beneficial Ownership (1)
  
of Class
Charles J. Baird
198,252
 (3)
1.1%
       
Franklin H. Farris, Jr.
2,150
  
(2)
       
Mark A. Gooch
76,452
 (4)
(2)
       
Eugenia Crittenden “Crit” Luallen
0
  
(2)
       
Ina Michelle Matthews
0
  
(2)
       
James E. McGhee II
32,199
  
(2)
       
Franky Minnifield
10,092
  
(2)
       
M. Lynn Parrish
184,242
 (5)
1.0%
       
Anthony W. St. Charles
10,061
  
(2)
       
Chad C. Street
5,100
 (6)
(2)
       
All directors and executive officers as a group
(20 in number including the above named individuals)
742,004
 (7)
4.1%

 (1)
Under the rules of the SEC, a person is deemed to beneficially own a security if the person has or shares the power to vote or direct the voting of such security or the power to dispose or to direct the disposition of such security.  A person is also deemed to beneficially own any shares of which that person has the right to acquire beneficial ownership within sixty days.  Shares of Common Stock subject to options exercisable within sixty days are deemed outstanding for computing the percentage of class of the person holding such options but are not deemed outstanding for computing the percentage of class for any other person.  Unless otherwise indicated, the named persons have sole voting and investment power with respect to shares held by them.  Beneficial ownership of CTBI Common Stock is shown as of the Record Date.

(2)
Less than 1 percent.

(3)
Includes 6,213 shares held as trustee under various trust agreements established by Mr. Baird’s mother, Florane J. Baird, for her grandchildren, 30,800 shares held as trustee of the Carolyn A. Baird Family Trust, 220 shares held as trustee under various trust agreements established for Mr. Baird’s grandchildren, 268 shares held by Mr. Baird’s wife over which Mr. Baird has no voting or investment power, and 3,051 shares held in an individual retirement account which Mr. Baird has the power to vote, as well as 123,000 shares held as trustee of the Bryan M. Johnson Testamentary Trust FBO Rosemary Dean and 27,000 shares held as trustee of the Bryan M. Johnson Trust for which Mr. Baird has no pecuniary interest.

(4)
Includes 5,503 restricted shares awarded under CTBI’s stock ownership plans, 23,852 shares held in the 401(k) Plan, and 20,762 shares held in the ESOP which Mr. Gooch has the power to vote.

(5)
Includes 113,796 shares held by Mr. Parrish’s wife, Jessica J. Parrish, as trustee of the Trust under the M. Lynn Parrish 2006 GRAT over which Mr. Parrish has no voting or investment power.

(6)
Includes 1,100 shares held by Dr. Street’s wife over which he has no voting or investment power.

(7)
Includes 20,000 shares which may be acquired by all directors and executive officers as a group pursuant to options exercisable within sixty days of the Record Date.

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Executive Officers

The following persons are the executive officers of Community Trust Bancorp, Inc. as of the Record Date, in addition to Mark A. Gooch, Vice Chairman of the Board, President, and Chief Executive Officer.  They are not nominated to serve as directors.  Their security ownership as of the Record Date is as follows:

Name
Position
Amount and Nature
of Beneficial Ownership
Percent
of Class
Billie J. Dollins
Executive Vice President
8,108
 (2)
(1)
         
James B. Draughn
Executive Vice President
16,398
 (3)
(1)
         
James J. Gartner
Executive Vice President
3,430
 (4)
(1)
         
Charles Wayne Hancock II
Executive Vice President and Secretary
10,934
 (5)
(1)
         
D. Andrew Jones
Executive Vice President
31,895
 (6)
(1)
         
Richard W. Newsom
Executive Vice President
39,794
 (7)
(1)
         
Ricky D. Sparkman
Executive Vice President
34,775
 (8)
(1)
         
Kevin J. Stumbo
Executive Vice President, Chief Financial Officer, and Treasurer
30,664
 (9)
(1)
         
David I. Tackett
Executive Vice President
28,330
 (10)
(1)
         
Andy D. Waters
Executive Vice President
19,128
 (11)
(1)

(1)
Less than 1 percent.

(2)
Includes 5,736 restricted shares awarded under CTBI’s stock ownership plans and 1,814 shares held in the ESOP which Ms. Dollins has the power to vote.

(3)
Includes 4,977 restricted shares awarded under CTBI’s stock ownership plans, 336 shares held in the 401(k) Plan, and 845 shares held in the ESOP which Mr. Draughn has the power to vote.

(4)
Includes 1,963 restricted shares awarded under CTBI’s stock ownership plans, 320 shares held in the 401(k) Plan, and 560 shares held in the ESOP which Mr. Gartner has the power to vote.

(5)
Includes 2,182 restricted shares awarded under CTBI’s stock ownership plans, 2,664 shares held in the 401(k) Plan, and 4,642 shares held in the ESOP which Mr. Hancock has the power to vote.

(6)
Includes 10,000 shares which Mr. Jones may acquire pursuant to options exercisable within sixty days of the Record Date, but over which he has no power to vote, and 2,055 restricted shares awarded under CTBI’s stock ownership plans, 2,986 shares held in the 401(k) Plan, and 10,856 shares held in the ESOP which he has the power to vote.

(7)
Includes 2,482 restricted shares awarded under CTBI’s stock ownership plans, 14,089 shares held in the 401(k) Plan, 15,844 shares held in the ESOP which Mr. Newsom has the power to vote, and 124 shares held by Mr. Newsom’s wife over which Mr. Newsom has no voting or investment power.

(8)
Includes 2,299 restricted shares awarded under CTBI’s stock ownership plans, 6,519 shares held in the 401(k) Plan, 10,922 shares held in the ESOP, and 252 shares held in an individual retirement account which Mr. Sparkman has the power to vote.

(9)
Includes 2,558 restricted shares awarded under CTBI’s stock ownership plans, 12,927 shares held in the 401(k) Plan, and 11,734 shares held in the ESOP which Mr. Stumbo has the power to vote and 416 shares held in the 401(k) Plan and 753 shares held in the ESOP by Mr. Stumbo’s wife over which Mr. Stumbo has no voting or investment power.

(10)
Includes 6,349 restricted shares awarded under CTBI’s stock ownership plans, 11,465 shares held in the 401(k) Plan, and 8,933 shares held in the ESOP which Mr. Tackett has the power to vote.

(11)
Includes 10,000 shares which Mr. Waters may acquire pursuant to options exercisable within sixty days of the Record Date, but over which he has no power to vote, and 2,087 restricted shares awarded under CTBI’s stock ownership plans and 6,420 shares held in the ESOP which he has the power to vote.

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DIRECTORS’ COMPENSATION

Directors of CTBI were paid $12,500 per quarter for 2022, plus $600 for any committee meeting attended the day prior to regularly scheduled quarterly Board meetings.  The Chairman of the Board was paid an additional $6,250 per quarter.  The Chairman of the Audit Committee was paid an additional $2,500 per quarter.  The Chairman of the Risk and Compliance Committee and the Chairman of the Compensation Committee were each paid an additional $1,250 per quarter.  Directors are paid $100 for special committee meetings by telephone and $300 for other committee meetings held on days other than the day prior to regularly scheduled quarterly Board meetings.  Directors who are also officers of CTBI did not receive additional compensation for serving as a director.  No option awards, stock awards, retirement benefits, or other benefits are provided to directors of CTBI.  The following table shows the total fees paid in 2022 to each director serving as of December 31, 2022.

Director
2022 Fees Paid ($)
    
Charles J. Baird
54,000
  
(1)
       
Franklin H. Farris, Jr.
69,493
  
(1)(2)
       
Mark A. Gooch
0
  
(3)
       
Eugenia Crittenden “Crit” Luallen
55,200
  
(1)
       
Ina Michelle Matthews
55,240
  
(2)
       
James E. McGhee II
64,030
  
(1)(2)
       
Franky Minnifield
53,600
    
       
M. Lynn Parrish
78,700
    
       
Anthony W. St. Charles
59,000
    
       
Chad C. Street
56,720
  
(2)
       
Total
545,983
    

(1)
Mr. Baird, Mr. Farris, Ms. Luallen, and Mr. McGhee each receive $300 per meeting as directors of CTIC.

(2)
Mr. Farris, Mrs. Matthews, Mr. McGhee, and Mr. Street currently serve as directors of both CTBI and CTB, and their payments are split between the two companies.  Each also serve on CTB’s Loan Committee and receive up to $300 per month for participation in those meetings.

(3)
As an officer of CTBI, Mr. Gooch did not receive directors’ fees.

For information concerning director compensation for 2023, see the Role of the Compensation Committee section of the Compensation Discussion and Analysis.


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CORPORATE GOVERNANCE

The Board has determined that the following eight of CTBI’s ten directors and director nominees are “independent” as defined by applicable law and Nasdaq listing standards:  Franklin H. Farris, Jr., Eugenia Crittenden “Crit” Luallen, Ina Michelle Matthews, James E. McGhee II, Franky Minnifield, M. Lynn Parrish, Anthony W. St. Charles, and Chad C. Street.  The independent directors have no relationships with CTBI or its independent auditors other than immaterial relationships which were therefore not considered by the Board in confirming independence.

The Board has determined that its current leadership structure, consisting of separate Chairman and Chief Executive Officer positions, is in the best interests of CTBI and its shareholders.  However, the separation of those roles is not a permanent policy decision of the Board.  As the Board evaluates the appropriate leadership structure of CTBI in the future, it may elect to combine the positions.

During 2022, the Board held four executive sessions, under the guidelines for executive sessions prescribed in the Corporate Governance Guidelines, which included only non-management directors.

Corporate Governance Guidelines and the Code of Business Conduct and Ethics adopted by the Board may be found on CTBI’s website at www.ctbi.com.  The Code of Business Conduct and Ethics governs the actions of CTBI’s directors, officers, and employees.  The Code of Business Conduct and Ethics is reviewed by the Nominating and Corporate Governance Committee and approved by the Board.

The Board of Directors has adopted a policy, included in CTBI’s insider trading policy, which prohibits directors, executive officers, and their designees from engaging, directly or indirectly, in hedging with respect to any CTBI equity securities or pledging a significant amount of CTBI’s equity securities.  For these purposes, “significant” means the lesser of 1% of CTBI’s outstanding equity securities or 50% of the CTBI equity securities owned by the director or executive officer.  Under the policy, “hedging” includes any instrument or transaction such as put options, collars, equity swaps, short sales, stock futures, and forward-sale contracts related to CTBI equity securities which offsets or reduces (or is designed to offset or reduce) the risk of price fluctuations of CTBI’s equity securities granted to, or held directly or indirectly by, a director or executive officer, but excludes portfolio diversification transactions and transactions related to broad-based investment vehicles.

Shareholders may communicate directly with the Board by sending a written communication addressed to the Chairman of the Board at CTBI’s address.

The Board held six meetings during the 2022 fiscal year, including the annual organizational meeting.  Each director serving in 2022 attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which such director served in 2022.  It is the Board’s policy that directors should attend each Annual Meeting of Shareholders subject to a substantial personal or business conflict.  All of CTBI’s directors holding office at the time attended the 2022 Annual Meeting of Shareholders.  The Board has the following committees: Audit and Asset Quality Committee, Compensation Committee, Executive Committee, Nominating and Corporate Governance Committee, Risk and Compliance Committee, and Corporate Retirement and Employee Benefit Committee.

The Audit and Asset Quality Committee (the “Audit Committee”) Charter, which is subject to annual review, was last reviewed and approved in January 2023 and may be found on CTBI’s website at www.ctbi.com.  The Audit Committee consists of Franklin H. Farris, Jr. (Chairman), Eugenia Crittenden “Crit” Luallen (Vice Chairman), Ina Michelle Matthews, James E. McGhee II, Franky Minnifield, M. Lynn Parrish, Anthony W. St. Charles, and Chad C. Street, all of whom meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards.  The Board has determined that none of the Audit Committee members has a relationship to CTBI that may interfere with his or her independence from CTBI and its management. The Board has determined that Mr. Farris is an audit committee financial expert for CTBI and is independent as described above.  For further information regarding the Audit Committee, please see the Report of the Audit and Asset Quality Committee below.

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The Compensation Committee consists of Eugenia Crittenden “Crit” Luallen (Chairman), M. Lynn Parrish (Vice Chairman), James E. McGhee II, and Anthony W. St. Charles, all of whom meet the applicable independence standards.  The Compensation Committee Charter can be found on CTBI’s website at www.ctbi.com.  The Compensation Committee met five times during 2022.  See the Role of the Compensation Committee section of the Compensation Discussion and Analysis for more information.

The Nominating and Corporate Governance Committee consists of James E. McGhee II (Chairman), Franklin H. Farris, Jr, and M. Lynn Parrish; all of whom meet the applicable independence standards.  The Nominating and Corporate Governance Committee Charter may be found on CTBI’s website at www.ctbi.com.  The Nominating and Corporate Governance Committee: (i) evaluates and recommends nominee directors for election to the Board and appointment to committee membership and (ii) develops and recommends to the Board policies and guidelines relating to corporate governance and the identification and nomination of directors and committee members.  This committee is also responsible for the annual review of the Board’s performance as a whole, each committee’s performance as a whole, each individual director’s performance, and the annual review of CTBI’s succession plans for its Chief Executive Officer and other executive officers.  Each of our directors is evaluated annually on the basis of personal characteristics, financial literacy, mature confidence, high performance standards, and core competencies.  The Nominating and Corporate Governance Committee met two times in 2022.  See Election of Directors for more information.

The Risk and Compliance Committee consists of Anthony W. St. Charles (Chairman), Franky Minnifield (Vice Chairman), Charles Baird, Franklin H. Farris, Jr., Eugenia Crittenden “Crit” Luallen, Ina Michelle Matthews, M. Lynn Parrish, and Chad C. Street, all of whom meet the applicable independence standards except Mr. Baird.  The Risk and Compliance Committee Charter may be found on CTBI’s website at www.ctbi.com.  The Risk and Compliance Committee: (i) oversees management’s compliance with all of CTBI’s regulatory obligations arising under applicable federal and state banking and financial institutions laws, rules, and regulations and (ii) oversees management’s implementation and enforcement of CTBI’s risk management policies and procedures.  On a quarterly basis, CTBI’s Chief Internal Audit/Risk Officer provides a comprehensive risk report to the Risk and Compliance Committee.  The Risk and Compliance Committee met four times during 2022.

Under our Corporate Governance Guidelines, the Board is charged with providing oversight of our risk management processes.  The Audit Committee and the Risk and Compliance Committee are primarily responsible for overseeing our risk management function on behalf of the Board.  In carrying out its responsibilities, the Audit and Risk and Compliance Committees work closely with our Chief Risk Officer and other members of our enterprise-wide risk management team.  Risk is inherent with every business, and how well a business manages risk can ultimately determine its success.  We face a number of risks, including general economic risks, credit risks, regulatory risks, audit risks, reputational risks, and others, such as the impact of competition.  Management is responsible for the day-to-day management of risks CTBI faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management.  In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

While the full Board is charged with ultimate oversight responsibility for risk management, various committees of the Board and members of management also have responsibilities with respect to our risk oversight.  The Audit Committee plays a large role in monitoring and assessing our financial, legal, and organizational risks.  CTBI utilizes an enterprise-wide risk management (“EWRM”) process designed to provide the Board and management with the capabilities needed to identify, assess, and manage the full spectrum of risks inherent to our industry.  While business unit managers are primarily responsible for managing risk inherent in their areas of responsibility, CTBI has established a risk management governance structure to establish policies, monitor adherence to the policies, and manage the overall risk profile of CTBI.  CTBI’s EWRM program is not intended to replace normal risk management activities conducted by the business unit managers.  The EWRM program is designed to provide a portfolio view of risks across the entire enterprise.

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As an integral part of the risk management process, management has established various committees consisting of senior executives and others within CTBI.  The purpose of these committees is to closely monitor risks and ensure that adequate risk management practices exist within their respective areas of authority.  Some of the principal committees include the Asset/Liability Management (ALCO) Committee, the Loan Portfolio Risk Management Committee, the Senior Credit Committee, the Information Technology Steering Committee, and various compliance-related committees.  Overlapping membership of these committees by senior executives and others helps provide a unified view of risk on an enterprise-wide basis.  To facilitate an enterprise-wide view of CTBI’s risk profile and coordinate the enterprise risk management governance process, a Chief Risk Officer has been appointed, who oversees the process and reports on CTBI’s risk profile.  Additionally, risk champions are assigned for various areas.  The risk champions facilitate implementation of the enterprise risk management and governance process across CTBI.  The Risk and Compliance Committee oversees and supports the EWRM process.  The Board, through its Risk and Compliance Committee, has overall responsibility for oversight of CTBI’s enterprise risk management governance process.  The Risk and Compliance Committee monitors and assesses regular reports from the management team’s EWRM Committee regarding comprehensive organizational risk as well as particular areas of concern.  In addition, the Nominating and Corporate Governance Committee considers risks related to succession planning.  The Compensation Committee considers risks related to the attraction and retention of critical employees and risks relating to CTBI’s compensation programs and contractual employee arrangements and oversees incentives that encourage a level of risk-taking consistent with our overall strategy.  The Compensation Committee reviews compensation and benefit plans affecting employees in addition to those applicable to executive officers. 


REPORT OF THE AUDIT AND ASSET QUALITY COMMITTEE

The Audit Committee oversees the financial reporting process of CTBI on behalf of the Board of Directors.  All directors who serve on the Audit Committee meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards.  The Audit Committee monitors the integrity of CTBI’s financial statements, the qualifications and independence of CTBI’s independent registered public accounting firm (“independent auditor”), the performance of CTBI’s internal audit function, CTBI’s system of internal controls, financial reporting and disclosure controls, and compliance with the Corporate Governance Guidelines and Code of Business Conduct and Ethics.  The Audit Committee has established procedures for the confidential, anonymous submission of concerns about accounting matters, internal controls, and auditing matters.  Management has the responsibility for the preparation of CTBI’s consolidated financial statements and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting.  The independent auditor has the responsibility for the examination of those consolidated financial statements.

The Audit Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality, not just the acceptability, of CTBI’s accounting policies and practices.  Additionally, the Audit Committee’s review included discussion with CTBI’s independent auditor of matters required to be discussed pursuant to the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (“AS 1301”).  AS 1301 requires CTBI’s independent auditor to provide the Audit Committee with additional information regarding the scope and results of its audit of CTBI’s financial statements, including with respect to: (i) its responsibility under audit standards performed in accordance with standards of the PCAOB (United States), (ii) qualitative aspects of significant accounting policies and practices, (iii) management judgments and critical estimates, (iv) significant unusual transactions, (v) related party relationships and transactions, (vi) audit adjustments, (vii) evaluation of the quality of financial reporting, (viii) other information in documents containing audited financial statements, (ix) any disagreements with management, (x) significant issues discussed with management, and (xi) any difficulties encountered in performing the audit.

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The Audit Committee received from FORVIS, LLP a letter providing the disclosures required by applicable requirements of the PCAOB, with respect to any relationships between FORVIS, LLP and CTBI that, in its professional judgment, may reasonably be thought to bear on independence.  FORVIS, LLP has discussed its independence with the Audit Committee and has confirmed in such letter that, in its professional judgment, it is independent of CTBI within the meaning of the federal securities laws.

The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor.  The Audit Committee will periodically grant general pre-approval of certain audit and non-audit services.  Any other services must be specifically approved by the Audit Committee, and any proposed services exceeding the pre-approved cost levels must be specifically pre-approved by the Audit Committee.  In periods between Audit Committee meetings, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee.

The Audit Committee discussed with CTBI’s internal auditor and independent auditor the overall scope and plans for their respective audits.  The Audit Committee met with its internal auditor and independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of CTBI’s internal controls, and the overall quality of CTBI’s financial reporting.  The Audit Committee held twelve meetings during fiscal year 2022.

In fulfilling its oversight responsibilities, the Audit Committee reviewed with management and the independent auditor the audited consolidated financial statements of CTBI as of and for the year ended December 31, 2022 and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting as of December 31, 2022.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.  The Audit Committee has also recommended, subject to shareholder ratification, the selection of FORVIS, LLP as CTBI’s independent registered public accounting firm.


Franklin H. Farris, Jr., Chairman
Eugenia “Crit” Luallen, Vice Chairman
Ina Michelle Matthews, Member
James E. McGhee II, Member
Franky Minnifield, Member
M. Lynn Parrish, Member
Anthony W. St. Charles, Member
Chad C. Street, Member

February 22, 2023


17

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of CTBI engaged FORVIS, LLP (formerly BKD, LLP) to serve as its independent registered certified public accounting firm for the year ended December 31, 2022.

Aggregate fees paid by CTBI during the fiscal years ending December 31, 2022 and 2021 to CTBI’s principal accounting firm, FORVIS, LLP, were as follows:

 
2022
2021
Audit fees
$296,500
$334,999
Audit related fees
56,103
46,528
Subtotal
352,603
381,527
Tax fees
57,250
45,935
Total
$409,853
$427,462

Audit related fees included payments for audits of CTBI’s ESOP and 401(k) Plan and out-of-pocket expenses related to the audit of the consolidated financial statements, as well as services normally provided by an independent auditor in connection with statutory or regulatory filings or engagements.  Tax fees include payments for preparation of the federal and state corporate income tax returns and the preparation of the Form 5500s for the CTBI sponsored benefit plans.


RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee requests that shareholders ratify its selection of FORVIS, LLP to examine the consolidated financial statements of CTBI for the fiscal year ending December 31, 2023.  Although action by the shareholders on this matter is not required, the Board believes that it is appropriate to seek shareholder ratification of this appointment in light of the critical role played by independent auditors in maintaining the integrity of CTBI’s financial controls and reporting.  Even if shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different auditors at any time during the year if it determines that such a change would be in the best interest of CTBI and its shareholders.  FORVIS, LLP is not expected to have a representative present at the Annual Meeting.  THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF FORVIS, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CTBI.


ADVISORY VOTE ON EXECUTIVE COMPENSATION

The compensation of our Chief Executive Officer, Chief Financial Officer, and other three most highly compensated executive officers (“Named Executive Officers” or “NEOs”) is described in the Compensation Discussion and Analysis and Executive Compensation sections of this Proxy Statement.  Shareholders are urged to read both of these sections of this Proxy Statement, which discuss our compensation policies and procedures with respect to our Named Executive Officers.  As discussed in the Compensation Discussion and Analysis, the Compensation Committee seeks to establish executive compensation at fair, reasonable, and competitive levels, with a meaningful portion of compensation tied to performance.

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In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the changes to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing CTBI’s shareholders the opportunity to vote on an advisory (nonbinding) resolution to approve the compensation of our Named Executive Officers.  At our 2017 Annual Meeting of Shareholders, shareholders approved the annual submission of our Named Executive Officer compensation to shareholders for approval on an advisory (nonbinding) basis.  Accordingly, the following resolution will be submitted for a shareholder vote at the Annual Meeting to be held on April 25, 2023:

“RESOLVED, that the shareholders of Community Trust Bancorp, Inc. (“CTBI”) approve, on an advisory basis, the overall compensation of CTBI’s Named Executive Officers, as described in the Compensation Discussion and Analysis and Executive Compensation sections set forth in the Proxy Statement for this Annual Meeting.”
 
This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is nonbinding on CTBI and the Board.  However, the Board values constructive dialogue on executive compensation and other important governance topics with CTBI’s shareholders and encourages all shareholders to vote their shares on this matter.

Approval of this resolution requires the affirmative vote of a majority of the votes cast at the Annual Meeting.  While this vote is required by law, it will neither be binding on CTBI or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, CTBI or the Board.  However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.  Brokers and other nominees do not have discretionary voting power over the advisory vote on executive compensation. Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to this proposal.  THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY (NONBINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION.


FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

In accordance with Section 951 of the Dodd-Frank Act and Section 14A of the Exchange Act, we are once again providing CTBI’s shareholders the opportunity to cast an advisory (nonbinding) vote on whether the vote on a nonbinding shareholder resolution to approve the compensation of CTBI’s Named Executive Officers (the “say-on-pay” advisory vote) should occur every year, every two years, or every three years.  At the annual meeting of shareholders held in 2017, CTBI’s shareholders approved the annual submission to shareholders (a “1 year” frequency) of CTBI executive compensation for approval on an advisory (nonbinding) basis.  Under applicable law, shareholders must be asked to vote at least every six years on the frequency of the shareholder advisory (nonbinding) vote on executive compensation.

After careful consideration, the Board of Directors recommends that future shareholder “say-on-pay” advisory votes on executive compensation be conducted every year.  The determination was based upon the premise that Named Executive Officer compensation is evaluated, adjusted, and approved on an annual basis by the Board of Directors upon a recommendation from the Compensation Committee and the belief that investor sentiment should be a factor taken into consideration by the Compensation Committee in making its annual recommendation.

19
Although the Board of Directors recommends a “say-on-pay” vote every year (a “1 year” frequency), shareholders will be able to specify one of four choices for this proposal on the proxy card: 1 year, 2 years, 3 years, or abstain.  Shareholders are not voting to approve or disapprove of the Board of Directors’ recommendation.  Generally, approval of any matter presented to shareholders requires a majority of the votes cast.  However, because this vote is advisory and nonbinding, if none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by CTBI’s shareholders.  Even though this vote will neither be binding on CTBI or the Board nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, CTBI or the Board, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency at which advisory votes on executive compensation will be included in CTBI’s Proxy Statement.  Brokers and other nominees do not have discretionary voting power over the advisory vote on the frequency of voting with respect to executive compensation. Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to this proposal.  THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “1 YEAR” ON THE FREQUENCY OF THE ADVISORY (NONBINDING) VOTE ON EXECUTIVE COMPENSATION.


INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

In the ordinary course of business, CTBI, through its wholly-owned commercial bank subsidiary, CTB, has had in the past and expects to have in the future banking transactions, including lending to its directors, officers, principal shareholders, and their associates.  When these banking transactions are credit transactions, they are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others.  None of the credits are disclosed as nonaccrual, past due, restructured, or potential problem credits.  In the opinion of CTBI’s Board, such transactions do not involve more than the normal risk of collectability or present any other unfavorable features.

Mr. Charles J. Baird, a director of CTBI, is a shareholder in Baird and Baird, P.S.C., a law firm that provided services to CTBI and its subsidiaries during 2022 and is being retained by CTBI and its subsidiaries during the fiscal year 2023.  Approximately $0.4 million in legal fees and $0.1 million in expenses, $0.5 million total, were paid during 2022.

The Board has determined that the Compensation Committee of the Board should review and approve related party transactions.  Accordingly, management recommends to the Compensation Committee related party transactions to be entered into by CTBI, including the proposed aggregate value of such transactions if applicable.  After review, the Compensation Committee recommends approval or disapproval of such transactions and at each subsequently scheduled meeting, management updates the Compensation Committee as to any material change to those proposed transactions.  The Compensation Committee provides a report to the Board of Directors at each regularly scheduled meeting of the related party transactions approved by the Compensation Committee since the date of its previous report to the Board.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Act requires CTBI’s executive officers and directors and persons who own more than ten percent (10%) of the Common Stock to file initial reports of ownership and changes in ownership with the SEC, as well as to furnish CTBI with a copy of such report.  Additionally, SEC regulations require CTBI to identify in its Proxy Statement those individuals for whom one of the referenced reports was not filed on a timely basis during the most recent fiscal year.  Based upon a review of Forms 3, 4, and 5 furnished to CTBI, there was one late filing during the year 2022.  David I. Tackett’s Form 3 filing was filed eleven days late due to an administrative error.


20

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis is intended to provide shareholders with an understanding of our executive compensation philosophy, our decision-making process, the key compensation-related decisions made by the Compensation Committee (“Committee”) in 2022, and any changes approved for 2023.  It also describes the key components of compensation provided to CTBI’s executive officers, including our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers (collectively “Named Executive Officers” or “NEOs”).  The NEOs during 2022 were Jean R. Hale (Chairman and Chief Executive Officer until her retirement on February 7, 2022), Mark A. Gooch (Vice Chairman, President, and Chief Executive Officer following Ms. Hale’s retirement), Kevin J. Stumbo (Executive Vice President, Chief Financial Officer, and Treasurer), James B. Draughn (Executive Vice President), Larry W. Jones (Executive Vice President), Richard W. Newsom (Executive Vice President), and Ricky D. Sparkman (Executive Vice President).  Mr. Jones retired effective December 30, 2022.

Executive Summary

During 2022, the Committee’s oversight of the executive compensation programs for executive officers of CTBI is intended to ensure that the following objectives, previously adopted by the Committee, were achieved: (i) align executive pay with CTBI performance; (ii) provide executives a pay opportunity that is competitive with industry practices; (iii) attract and retain qualified management; and (iv) maintain enterprise-wide risk management.

The Committee has consistently followed the following compensation strategy for managing executive compensation (approved by the Board of Directors):

•
Manage executive officer salaries toward the median of market values (i.e., the middle of the range of competitive practices), contingent on the executives meeting or exceeding performance standards.
•
Balance the cash incentive opportunity under the Senior Management Incentive Compensation Plan (“the Incentive Plan”) with the stock-based incentive opportunity of the Incentive Plan to control the potential dilution to shareholders.
•
Continue to manage the performance-based long-term incentive plan to ensure a significant percentage of total rewards to executives is aligned accordingly with performance of the bank.

During 2022, the Committee again reviewed the executive compensation strategy described above, originally adopted in 2012, and continued the actions taken to implement it.  The Committee concluded that the implementation of this strategy has continued to improve the competitiveness of the compensation opportunity provided to executive officers as well as the alignment of executive pay with CTBI performance.  The Committee determined it appropriate to continue managing pay in accordance with this executive compensation strategy.

In January 2022, the Committee established the performance measures under the Senior Management Incentive Compensation Plan for the year ending December 31, 2022 (“2022 Plan”) and the required level of performance for the maximum tier payment was achieved by CTBI under the Plan.  Accordingly, the NEOs received annual cash incentive payments (paid in January 2023).  CTBI’s NEOs were also participants in CTBI’s 2020 Executive Committee Long-Term Incentive Compensation Plan (“2020 Plan”) for the three-year period ending December 31, 2022.  The Committee previously established the performance measures under the 2020 Plan and the required level of performance for the maximum tier payment was achieved by CTBI under the Plan to award payouts.  Accordingly, the NEOs were entitled to cash incentive awards paid in early 2023.

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In addition to the incentive payments earned for performance through the end of 2022, the Committee approved base salary increases for each of the NEOs (except for Ms. Hale who retired on February 7, 2022 and Mr. Jones who retired on December 30, 2022) in early 2023; the base salary increases ranged from 3.93% to 4.05% over 2022 base salaries.  The Committee determined these salary increases were in keeping with the executive compensation strategy and the philosophy of managing executive base salaries toward the median market value for each executive position.  See “Base Salaries” below for additional information about executive salary increases.

Role of the Compensation Committee

The principal duties of the Committee are to establish the executive compensation strategy of CTBI; approve compensation plans that support the implementation of the strategy; assess and monitor the potential risks associated with various compensation arrangements, especially incentive compensation plans; approve the compensation of the CEO; review the recommendations of the CEO and approve the compensation of the other executive officers of CTBI; and make recommendations to the Board of Directors concerning executive officer and outside director compensation.  The Committee is responsible for establishing, implementing, and continually monitoring adherence with CTBI’s executive compensation philosophy.

To accomplish these responsibilities, the Committee reviews and approves corporate goals and objectives relevant to the compensation of CTBI’s CEO, and it evaluates the performance of the CEO relative to the approved goals and objectives.  The Committee considers this evaluation of performance when it determines and approves the CEO’s compensation.  Additionally, the Committee reviews compensation levels for CTBI’s other executive officers relative to goals and objectives relevant to their responsibilities, considers the CEO’s evaluation of their achievements, and approves their compensation based on this evaluation.
 
The Committee strives to establish and maintain compensation plans that are: (i) focused on rewarding performance; (ii) aligned with the interests of shareholders; (iii) competitive with the practices of peer companies; (iv) sufficient to enable CTBI to attract and retain a strong management team; and (v) designed to avoid creation of undue risk for CTBI.

The Committee has followed certain guiding principles to ensure the effectiveness of CTBI’s executive compensation strategy.  The Committee recognizes the importance of perceived fairness of compensation practices, both internally and externally, and believes that the long-term success of CTBI and its ability to create value for shareholders is dependent on attracting, motivating, rewarding, and retaining skilled executives.  Significant time is devoted by the Committee to monitoring the relationship between executive pay and CTBI performance, and adjusting compensation plans and practices as needed from year to year to maintain an appropriate alignment of pay with performance.  The Committee recognizes that the competition for talented executives among financial institutions similar to CTBI is intense, and it considers compensation data and other labor market indicators as it reviews CTBI’s compensation plans.  Current economic and industry environments are considered when reviewing executive compensation.  Full disclosure is made to the independent members of the Board of Directors of CTBI’s executive compensation policies, practices, and issues to ensure that all directors understand the implications of the Committee’s decisions.  Likewise, the Committee works with management to ensure that public filings related to executive compensation are transparent and comply with applicable regulations.

22
The Committee has established various processes to assist it in ensuring CTBI’s executive compensation program is achieving its objectives.  Among these are:

•
Assessment of Company Performance – The Committee considers various measures of company and industry performance, including but not limited to asset growth, asset quality, earnings per share, return on assets, return on equity, total shareholder return, and execution of CTBI’s growth strategy and annual business plan.  In addition, the Committee considers general economic conditions within CTBI’s primary markets, as well as CTBI’s relationships with its regulators and the results of any recent exams.  The Committee does not apply a formula or assign relative weights to these measures.  Instead, it makes a subjective determination after considering such measures individually and collectively.

•
Assessment of Individual Performance – Individual performance assessments impact the compensation of all CTBI employees, including the CEO and other NEOs.  The Committee evaluates CEO performance relative to company performance and other factors, such as leadership, strategic planning, board relations, and relationships with customers, regulators and others outside the company.  As with its assessments of company performance, the Committee does not apply a formula or assign relative weights to any of these measures, and the measures deemed most important by the Committee may vary from year to year.  The process is subjective, but it results in an informed judgment of CEO performance. The Committee reviews the performance of other executive officers and considers the CEO’s recommendations concerning the officers’ achievements.  Additionally, the Committee applies its own judgment based on the interactions of the Board and/or the Committee with each executive officer, their contributions to CTBI’s performance and other leadership accomplishments.

•
Total Compensation Review – The Committee annually reviews each executive’s base salary, annual incentive compensation, and stock-based incentives.  In addition to these primary compensation elements, the Committee reviews other executive compensation arrangements, including, for example, payments that could be required under various severance and change in control scenarios.  This “holistic” review process ensures that the Committee considers the executive’s total compensation prior to changing any single component.

•
Risk Management – The Committee reviews all incentive plans and compensation programs to insure the plans do not create any risks that are reasonably likely to have a material adverse impact on CTBI.

The Committee meets in executive session without management or guests present when making decisions about the compensation arrangements for NEOs and at other times as needed.

23

In addition to its responsibilities for executive compensation, the Committee periodically reviews the compensation provided to the CTBI Board of Directors to ensure that the compensation provided for service on the Board and its committees is commensurate to the amount of work required from the individual directors as well as from the Board in aggregate.  The Committee periodically compares the pay arrangements for the Board and the actual amounts earned by individual directors to amounts paid to outside directors of banking companies in a custom peer group and to survey data for director compensation.  In 2022, the Committee engaged Pearl Meyer, the Committee’s independent compensation consultant, to review the compensation paid to the CTBI Board of Directors compared to the custom peer group described below.  The 2022 director compensation analysis prepared by Pearl Meyer revealed that CTBI’s director compensation was significantly below the market median pay for outside directors of its peers.  To maintain competitive compensation of our outside directors, CTBI increased the Board of Director annual compensation by $15,000 over the next two years, with an increase of $7,500 per year for each director and set the following levels of pay for the Chairman of the Board and the committee chairs in 2023:

•
Chairman of the Board - $30,000
•
Joint Audit and Asset Committee - $12,500
•
Compensation Committee - $8,500
•
Joint Risk and Compliance Committee - $7,500
•
Nominating and Corporate Governance Committee - $7,500
•
Corporate Retirement and Employee Benefit Committee - $5,000

Executive Compensation Philosophy

The Committee believes that executive officer compensation is an integral component of CTBI’s business and human resources strategies.  It is important to CTBI’s success that highly talented and experienced individuals serve as executive officers.  The Committee strives to provide compensation which is sufficient to attract and retain such executives.  The Committee seeks to establish executive compensation at fair, reasonable, and competitive levels.  The Committee also believes that executive compensation should be strategy-focused and recognize individual achievements as well as group contributions and CTBI results.  Therefore, the Committee desires to offer a competitive, market-driven executive officer compensation package which provides for a meaningful portion of compensation to be based upon performance.  As a result, CTBI’s executive compensation package includes incentive-based cash and equity compensation in addition to base salary and employee benefits.
 
The goal of the Committee is to offer market competitive compensation, without being the highest or lowest provider.  Total compensation packages, including base salaries plus cash- and stock-based incentives, are set at levels the Committee believes are sufficient to attract and retain qualified executives whose performance and success should contribute to shareholder value.  The compensation of NEOs is based on the same criteria and performance factors used for all other executive officers.

Compensation Consultant

The Committee has authority to engage outside advisors as necessary to assist with its oversight of executive compensation.   In 2022, Pearl Meyer Partners, LLC (“Pearl Meyer” or “Consultant”) was retained to review CTBI’s executive compensation plans.  The role of the Consultant is to provide analyses, information, and advice to assist the Committee in making decisions related to compensation of executive officers.  The Committee believes that the Consultant is independent and no conflicts of interest are raised by the work of the Consultant under the criteria specified in SEC rules.

24
During November 2022, Pearl Meyer performed a total executive compensation assessment which included: (i) evaluating the competitiveness of pay for each of the NEOs, and (ii) developing recommendations for managing executive pay in 2023.  Pearl Meyer’s analysis determined CTBI’s executive total compensation in 2022 was competitively positioned relative to the peer median market value and was consistent with CTBI’s compensation philosophy targeting the median of peers.  The analysis revealed an appropriate mix of base salary and incentive compensation in 2022, with more weight on variable pay than practices of peer community banks, consistent with CTBI’s compensation philosophy.  While it may be necessary to occasionally provide certain executives with larger than average salary increases to position their salaries closer to the market median, the Committee’s actions in recent years have consistently shifted the executive pay mix toward variable, performance-based pay.

Peer Group

CTBI periodically compares its executive pay and business performance, as well as the compensation of the Board of Directors, to a group of comparable, publicly traded financial institutions (“Peer Group”).  In establishing a Peer Group, CTBI seeks to include regional bank holding companies that are similar to CTBI in terms of assets, business lines, and geographic markets.  During 2022, the Committee worked with Pearl Meyer to review the Peer Group to ensure it continued to include organizations that were comparable to CTBI.  Based on this review, the Committee determined that it would be appropriate to add the following new peers:  American National Bankshares, Inc., CapStar Financial Holdings, Inc., Republic Bancorp Inc., and SmartFinancial, Inc.  The addition of these peers resulted in the Peer Group of twenty-one companies listed below.  The Committee believes the Peer Group provides a reasonable basis of comparison for CTBI due to their similar business lines and geographic locations, as well as their comparable size, reflected by total assets.  Following the Committee’s review and adjustment of the Peer Group, the median assets of the Peer Group was $6.12 billion, compared to CTBI’s assets of approximately $5.38 billion.  The companies included in the Peer Group ranged in asset size from $3.1 billion to $10.5 billion at the time of the review.

Bank
Ticker
Bank
Ticker
American National Bankshares, Inc.
AMNB
Horizon Bancorp, Inc.
HBNC
CapStar Financial, Inc.
CSTR
Lakeland Financial Corporation
LKFN
Carter Bancshares, Inc.
CARE
Mercantile Bank Corporation
MBWM
City Holding Company
CHCO
Nicolet Bankshares, Inc.
NIC
Farmers National Banc Corp
FMNB
Peoples Bancorp
PEBO
First Bancorp
FBNC
QCR Holdings, Inc.
QCRH
First Community Bancshares, Inc.
FCBC
Republic Bancorp, Inc.
RBCA.A
First Financial Corp
THFF
SmartFinancial, Inc.
SMBK
German American Bancorp, Inc.
GABC
Stock Yards Bancorp, Inc.
SYBT
Great Southern Bancorp, Inc.
GSBC
Univest Financial Corporation
UVSP
Home Trust Bancshares, Inc.
HTBI
    

25

Executive Compensation Components

CTBI’s executive compensation program includes the following major components, each of which is described further below.
 
•
Base Salaries
•
Annual Incentive Plan
•
Long-Term Incentive Plan
•
Benefits and Perquisites
•
Employment Contracts, Termination of Employment, and Change in Control Arrangements

Base Salaries

Salaries for CTBI’s executives are established based upon the scope of their responsibilities, considering competitive market compensation paid by other similarly situated companies for comparable positions.  The Committee sets the CEO’s base salary, subject to approval of the Board of Directors.  Any salary increase for the CEO is determined based on the Committee’s review of the CEO’s leadership and contributions to the achievement of performance objectives for CTBI, which for 2022 included asset and revenue growth, asset quality, core earnings performance, identification of strategic opportunities, and execution of the current business strategy and operating plan.  The Committee also considers how the CEO’s salary compares to salaries of CEOs within the Peer Group.  Base salaries for other executive officers, including the other NEOs, are approved by the Committee after considering recommendations from the CEO.  In approving any salary increases for NEOs, the Committee considers performance for the prior year, responsibilities for the upcoming year, how the current salaries compare to those paid by peer companies to executives with similar responsibilities, and CTBI’s budget for salary increases for employees other than executive officers.  The Committee’s objective is to pay base salaries which will be sufficient to attract, retain, motivate, and reward management for successful performance while maintaining affordability within CTBI’s business plan.

26

The Committee has established a policy of managing executive officer salaries to the market median, recognizing that a series of increases over several years may be required to adjust salaries to the desired level for any executive whose current salary is significantly below the market (contingent upon the executive sustaining the required level of performance).  After considering the performance of both CTBI and each executive, as well as how individual officer salaries compared to the market median, the Committee determined that it was appropriate to increase executive salaries for 2023.  The salary increases for 2023 reflect the Committee’s desire to balance (i) the need to compensate our NEOs at levels that are competitive with the market and recognize their performance and value to CTBI with (ii) the need to control expenses in an economic and regulatory environment that continues to be challenging for CTBI and other financial institutions.  The salary increases approved for the NEOs for 2023 ranged from 3.93% to 4.05%.  The following table shows the 2022 and 2023 base salary for each NEO (excluding Ms. Hale, who retired effective February 7, 2022) and the percentage increase over 2022.

 
Base Salary
Base Salary
% Increase
 
2022
2023
2022 to 2023
Mark A. Gooch
Vice Chairman, President and Chief Executive Officer
$630,000
$655,500
4.05%
       
Kevin J. Stumbo
Executive Vice President, Chief Financial Officer and Treasurer
 $340,000
$353,500
3.97%
 
      
James B. Draughn
Executive Vice President
$330,000
$343,000
3.94%
       
Larry W. Jones
Executive Vice President
$320,000
$0
0% (retired 12/30/22)
       
Richard W. Newsom
Executive Vice President
$350,000
$364,000
4.00%
       
Ricky D. Sparkman
Executive Vice President
$305,000
$317,000
3.93%

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Annual Incentive Plan

The NEOs, other executive officers, and other members of senior management may earn annual cash incentive bonuses as well as stock-based awards under the Senior Management Incentive Compensation Plan.  Bonuses and stock awards are earned for achieving targets set for earnings per share (“EPS”) and return on average assets (“ROAA”) of CTBI.   The Incentive Plan is designed to reward participants for meeting or exceeding annual profit goals, and it is intended to achieve the following objectives:
 
•
Increase the profitability and growth of CTBI in a manner which is consistent with other goals of the company.
•
Align executive pay with CTBI performance.
•
Provide an incentive opportunity which is competitive with other financial institutions in the Peer Group.
•
Attract and retain executive officers and other key employees and encourage excellence in the performance of individual responsibilities.
•
Motivate and appropriately reward those members of senior management who contribute to the success of CTBI.

At the beginning of each year, the Committee establishes a target (base) level of performance for EPS and ROAA.  The Committee also establishes a performance range relative to the base level and an associated payment scale which defines the percentage of salary that participants may earn as a cash bonus for a given level of performance.  In addition, the Committee establishes a separate payment scale which defines the percentage of salary that participants may receive as a stock award for a given level of performance.  Stock awards under the Incentive Plan may be granted as either restricted shares or stock options.

2022 Annual Incentive Plan

Prior to setting the terms of the Incentive Plan for 2022, the Committee considered the outcomes for 2021 and the executive compensation strategy and philosophy previously adopted by the Compensation Committee.
 
As a result of these discussions, the Committee recommended, and the Board approved, the Annual Cash Incentive Plan for 2022.  The key features of the 2022 Incentive Plan are listed below:

•
Maintain the cash incentives payable at the same levels as 2021 if results are within the performance ranges established by the Committee for ROAA and EPS.
•
Maintain the stock-based incentives payable to NEOs at the same levels of the 2021 plan if results are within the performance ranges established by the Committee for ROAA and EPS.
•
Maintain the continued service period of four years for executive officers to fully vest in stock awards made under the Incentive Plan, which vest in 25% increments each year.
•
Continue to allow executives to earn modest cash and stock incentives if results are slightly below the target (base) level, so long as performance meets or exceeds minimum levels of performance approved by the Committee; the minimum required level of ROAA performance was set at 97% of the target (base) level, and the minimum required level of EPS performance was also set at 97% of the target (base) level; the  portion of the cash and stock incentives earned for minimum levels of performance was set at 50% of the target (base) incentive award.
•
Continue to allow executives to earn target (base) level incentives if the goal for net income (about $75.5 million) is achieved.
•
Establish a maximum incentive potential provided by the plan at 200% of the target (base) award.

28
This approach is consistent with the Committee’s strategy of shifting the mix of executive compensation so that a larger portion of executive pay is contingent upon performance while controlling the cost of the plan.

The following table shows the target (base) level of ROAA performance and the cash incentive awards that may be earned by the CTBI CEO and the other Group I participants, including the other NEOs, (“Other NEOs”) for various levels of performance in 2022:

 
 
 
Target
Award as a % of Target Award
 
 
Award as a % of Salary
 
ROAA
 EPS
CTBI CEO
Other NEOs
 
1.33%
$4.10
25%
25%
15%
Base
1.37%
$4.23
50%
50%
30%
 
1.41%
$4.32
75%
75%
45%
 
1.45%
$4.48
100%
100%
60%

•
These results are after accrual of the incentive.

The CTB officers responsible for various consolidated functions, the market presidents, and the Community Trust and Investment Company officers responsible for various departments as selected by the CTIC CEO (“Group II Participants”) may receive awards for the year ended December 31, 2022 based on the same performance measures and targets applicable to the NEOs.  Potential cash incentive awards for Group II Participants expressed as a percentage of salary range from a minimum award of 3.5% of salary to a maximum award of 8.75% of salary and awards for Group III Participants range from a minimum award of 2.75% of salary to a maximum award of 6.71% of salary.

29

As shown in the table above, executives would earn no incentives for performance below the minimum required levels of ROAA and EPS.  To ensure that executive pay varies with company performance, executives earn less than target for results above the minimum required level but below the target (base) level, and they may earn larger incentives if results exceed the target (base) level.  Payments are “capped” at a maximum level to preclude overpayment and control the cost of the plan.  The maximum payment provided under the 2022 plan is 200% of the target (base) opportunity.

•
Cash Incentive Compensation Awards for the Year(s) Ended December 31, 2022. CTBI’s NEOs were participants in CTBI’s Senior Management Incentive Compensation Plan for the year ended December 31, 2022 (“2022 Plan”).  The Committee previously established the performance measures under the 2022 Plan and the required level of performance for the maximum tier payment was achieved by CTBI under the Plan.  Accordingly, the NEOs received payments (paid in January 2023) as follows:
 
2022 Cash Payments Awarded Under the Senior Management Incentive Compensation Plan ($)
Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
630,000
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
204,000
James B. Draughn – Executive Vice President
198,000
Larry W. Jones – Executive Vice President
192,000
Richard W. Newsom – Executive Vice President
210,000
Ricky D. Sparkman – Executive Vice President
183,000

•
Grants of Restricted Stock. Restricted stock was also granted to the NEOs (as shown in the chart below) as a result of achieving the required level of performance for the maximum tier payment under the 2022 Senior Management Incentive Compensation Plan.  The restricted stock was granted pursuant to the terms of CTBI’s 2015 Stock Ownership Incentive Plan.  The restrictions on the restricted stock will lapse ratably over four years.  However, in the event of certain participant employee termination events occurring within 24 months of a change in control of CTBI or the death of the participant, the restrictions will lapse, and in the event of the participant’s disability, the restrictions will lapse on a pro rata basis.  The Committee will have discretion to review and revise restrictions applicable to a participant’s restricted stock in the event of the participant’s retirement.
 
Restricted Stock Granted (Shares)
Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
3,425
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
1,386
James B. Draughn – Executive Vice President
1,345
Larry W. Jones – Executive Vice President
0
Richard W. Newsom – Executive Vice President
1,427
Ricky D. Sparkman – Executive Vice President
1,244

30

The Committee may adjust the cash and stock incentive percentages of salary in future years as it continues to implement CTBI’s executive compensation strategy.  During the last several years, by gradually increasing the cash portion of the Incentive Plan and the total annual incentive opportunity, the Committee has brought CTBI’s Incentive Plan more in line with typical market practices and increased the portion of total pay that is earned for performance.

2023 Annual Incentive Plan

Prior to setting the terms of the Incentive Plan for 2023, the Committee considered the outcomes for 2022 and the executive compensation strategy previously adopted by the Committee.

The Committee recommended and the Board of Directors approved the Senior Management Incentive Compensation Plan for the year ending December 31, 2023.  The participation groups under the Plan are: (i) Group I, consisting of the CEO of Community Trust Bancorp, Inc. and other members of the Executive Committee (“Other Executive Officers”); (ii) Group II, consisting of CTB officers responsible for the various consolidated functions as selected by the CEO, the presidents of each market, and the Community Trust and Investment Company (“CTIC”) officers responsible for various departments as selected by the CTIC CEO; and (iii) Group III, consisting of Senior Vice Presidents of consolidated functions selected for participation by the Compensation Committee.  Individuals below the Senior Vice President level may be selected by the Compensation Committee for special option awards for extraordinary performance.  This Plan may be amended, modified, or terminated by the Board of Directors at any time at its sole discretion, except that after the 90th day of the year the performance standards may not be changed in a manner that would increase the amount of incentive compensation payable for such year.

•
Participants will be eligible for a cash award determined by earnings per share (EPS) growth and earnings as a percentage of average assets (ROAA).  The minimum and maximum awards as a percentage of salary for each group will be: (i) Group I – CTBI CEO minimum award of 25% of salary and maximum award of 100% of salary; (ii) Group I – Other Executive Officers minimum award of 15% of salary and maximum award of 60% of salary; (iii) Group II  – minimum award of 3.5% of salary and maximum award of 8.75% of salary; and (iv) Group III – minimum award of 2.75% of salary and maximum award of 6.71% of salary.  In the event that the ROAA or EPS are not attained but the target net income is attained, the amount of the award under the Plan shall be paid at the base level of target performance payment.  There shall be a minimum acceptable performance beneath which no incentive awards are paid and a maximum above which there is no additional award paid to avoid excessive payout in the event of windfall profits.

•
Participants will be eligible to receive stock options (pursuant to CTBI’s 2015 Stock Ownership Incentive Plan) with a face value equal to certain percentages of salary or restricted stock (or a combination of options and restricted stock) of an amount recommended by the Compensation Committee and approved by the Board of Directors of CTBI subject to any limitations of the 2015 Stock Ownership Incentive Plan.  The minimum and maximum stock option awards as a percentage of salary for each group will be: (i) Group I – CTBI CEO minimum award of 10% of salary and maximum award of 23% of salary; (ii) Group I – Other Executive Officers minimum award of 7.5% of salary and maximum award of 17.25% of salary; (iii) Group II – minimum award of 5% of salary and maximum award of 11.5% of salary; and (iv) Group III – minimum award of 2.25% of salary and maximum award of 5% of salary.  In the event that the ROAA or EPS are not attained but the target net income is attained, the amount of stock options and/or restricted stock awarded under the Plan shall be granted at the base level of target performance.  There shall be a minimum acceptable performance beneath which awards will not be granted and a maximum above which there is no additional award in the event of windfall profits.

31
The following tables show the target (base) level of ROAA and EPS performance required to earn the cash incentive awards and stock equity awards by the CTBI CEO and Other NEOs for various levels of performance in 2023:


TABLE I

2023 ANNUAL CASH INCENTIVE COMPENSATION AWARD
INITIAL CALCULATION

Group I - Executive Committee of Community Trust Bancorp, Inc.

 
 
 
Target
Award as a % of Target Award
 
 
Award as a % of Salary
 
ROAA
EPS
CTBI CEO
Other NEOs
 
1.48%
$4.52
25%
25%
15%
Base
1.53%
$4.66
50%
50%
30%
 
1.58%
$4.80
75%
75%
45%
 
1.62%
$4.94
100%
100%
60%

•
For 2023, the targeted (base) ROAA and EPS are established as follows: ROAA of 1.53% and EPS of $4.66.

•
For 2023, net income target is $83,680,000.

•
These results are after accrual of the incentive.


32

TABLE II

2023 ANNUAL CASH INCENTIVE COMPENSATION AWARD
INITIAL CALCULATION

Group II – Consolidated Division Officers of CTBI and Market Presidents

 
 
Target

Award as a % of Target Award
Award as a % of Salary
 
ROAA
EPS
Group II
 
1.48%
$4.52
50%
3.50%
Base
1.53%
$4.66
100%
7.00%
 
1.58%
$4.80
112%
7.84%
 
1.62%
$4.94
125%
8.75%

•
For 2023, the targeted (base) ROAA and EPS are established as follows: ROAA of 1.53% and EPS of $4.66.

•
For 2023, net income target is $83,680,000.

•
These results are after accrual of the incentive.


TABLE III

2023 ANNUAL CASH INCENTIVE COMPENSATION AWARD
INITIAL CALCULATION

Group III - Senior Vice Presidents of Consolidated Functions

 
 
Target
 
Award as a % of Target Award
Award as a % of Salary
 
 
ROAA
 
EPS
  
 
Group III
 
1.48%
$4.52
 50%
2.75%
Base
1.53%
$4.66
100%
5.50%
 
1.58%
$4.80
 106%
5.83%
 
1.62%
$4.94
122%
6.71%

•
For 2023, the targeted (base) ROAA and EPS are established as follows: ROAA of 1.53% and EPS of $4.66.

•
For 2023, net income target is $83,680,000.
 
•
The results are after accrual of the incentive.

33

TABLE IV

2023 SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
STOCK OPTION AWARDS

 
Target
 
Stock Option Award as a % of Salary
 
 
ROAA
 
EPS
 
CTBI CEO
 
Other NEOs
 
Group II
 
Group III
 
1.48%
$4.52
10.00%
   7.50%
   5.00%
2.25%
Base
1.53%
$4.66
20.00%
15.00%
10.00%
4.50%
 
1.58%
$4.80
21.00%
15.75%
10.50%
4.75%
 
1.62%
$4.94
23.00%
17.25%
11.50%
5.00%

Long-Term Incentive Plan

A significant component of the executive compensation strategy   is the use of a forward-looking, performance-based long-term incentive compensation plan. The long-term incentive plan is intended to balance the other, more short-term components of pay (such as base salaries and annual cash incentives), and increase the portion of total pay that is contingent upon performance.

Performance units are long-term incentives which are earned for achieving one or more financial performance goals over a multi-year period and paid in cash rather than shares.  Awards of performance units are permitted under CTBI’s shareholder-approved 2015 Stock Ownership Incentive Plan.  Only executive officers of CTBI (including the CEO and the Other NEOs) participate in the performance unit plan, as they are the individuals held accountable for creating shareholder value.   In early 2023, the Committee approved long-term awards to the CEO and Other NEOs, as further described below.
 
The Committee believes that earnings growth, when sustained over a period of time, will create value for CTBI shareholders.  For this reason, the Committee approved awards of performance units that require executives to achieve a target for cumulative net income over a three-year period.    In early 2023, the Committee approved grants for a three-year period covering 2023, 2024, and 2025.  The Committee believes the cumulative net income performance requirement is achievable but challenging, given the current growth rate in the U.S. economy, the regulatory environment of the banking industry and the challenges to the local economy in some of the markets served by CTBI.  Targets for cumulative net income growth were set after considering CTBI’s results in prior years, CTBI’s forecasts of future results within its strategic plan, local economic conditions, and industry performance.

The Committee believes the performance units will focus the executive officers on creating shareholder value through sustained growth in earnings, improve the alignment of pay with performance for all executive officers, and create a more balanced incentive compensation program.  The use of cash-based performance units avoids any potential dilution to existing shareholders (as might occur if awards were stock-based).   

The table below shows the percentage of salary that may be earned by the CTBI CEO and the Other NEOs, based on achievement of the cumulative net income goal for 2023 through 2025.  Any earned performance units will be paid in early 2026, after the Committee evaluates actual results for 2023 through 2025 versus the cumulative net income goal.


34
2023 PERFORMANCE GOALS

CUMULATIVE NET
INCOME
Award as a % of
Target Award
Award as a % of
CTBI Chief Executive
Officer Salary
Award as a %
of Salary of All
Other NEOs
90% of Target Cumulative Net Income (Minimum)
25%
10.0%
5.0%
93% of Target Cumulative
Net Income
50%
20.0%
10.0%
96% of Target Cumulative
Net Income
75%
30.0%
15.0%
Target Cumulative Net Income (Per Schedule 1)
100%
40.0%
20.0%
103% of Target Cumulative Net Income
120%
48.0%
24.0%
107% of Target Cumulative Net Income
135%
54.0%
27.0%
110.0% of Target Cumulative Net Income (Maximum)
150%
60.0%
30.0%

The cumulative net income target for the 2023 Long-Term Incentive Plan is $264.0 million.
 
Voluntary or involuntary termination of employment prior to the end of the performance period and/or prior to the payment of any earned performance units will result in forfeiture of any outstanding performance units, except as noted below.  In the case of termination of employment by reason of death,  disability, or retirement prior to the expiration of the performance period, any outstanding performance units will be deemed to have been earned in an amount equal to the amount payable at the maximum amount payable under the performance unit at the target (base) level multiplied by the percentage that would have been earned, assuming that the rate at which the performance goal has been achieved as of the date of such termination of employment would have continued until the end of the performance period.  Upon the occurrence of certain termination events within the 24 month period beginning on the date of a change in control, any outstanding performance units granted under the 2015 Stock Ownership Incentive Plan will become fully vested and payable in an amount which is equal to the greater of (a) the maximum amount payable under the performance unit at the target level multiplied by the percentage that would have been earned, assuming that the rate at which the performance goal has been achieved as of the date of such change in control termination event would have continued until the end of the performance period or (b) the maximum amount payable under the performance unit at target level multiplied by the percentage of the performance period completed at the time of the change in control termination event.

35

Long-Term Incentive Plan – Incentives Earned for 2020-2022 Performance Period

In early 2023, the Committee reviewed performance for the three-year period ended December 31, 2022.  The cumulative net income goal for 2020-2022 of $196 million was exceeded; the actual cumulative net income was $229 million.  The Committee previously established the performance measures under the 2020 Plan and the required level of performance was achieved by CTBI under the Plan.  Accordingly, the NEOs were entitled to the following maximum plan cash incentive awards (paid in January 2023) and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

 
2022 Cash Incentive Awarded Under the
Long-Term Incentive Compensation Plan ($)
Mark A. Gooch – Vice Chairman, President, and Chief Executive Officer
213,750
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer
94,500
James B. Draughn – Executive Vice President
90,600
Larry W. Jones – Executive Vice President
90,000
Richard W. Newsom – Executive Vice President
84,600
Ricky D. Sparkman – Executive Vice President
84,600

Benefits and Perquisites

CTBI’s policy is to minimize the use of executive benefits and perquisites.  The NEOs participate in the same benefit plans as other CTBI employees, with the few exceptions described below.  During 2022, there were no changes to the benefits and perquisites provided to NEOs, and none have been approved for 2023.
 
To align the interests of all employees, including NEOs, with those of shareholders, CTBI has implemented an Employee Stock Ownership Plan (“ESOP”) which provides awards of CTBI stock subject to vesting requirements.  Participation in the ESOP is available to any employee of CTBI or its subsidiaries who has been employed for one year, completed 1,000 hours of service, and attained the age of 21.  CTBI currently contributes 4.0% of covered employees’ gross wages to the ESOP.  ESOP contributions are used to acquire shares of CTBI stock on the open market.
 
CTBI has established a 401(k) Plan under which employees can contribute from 1.0% to 20.0% of their annual salary, up to applicable limits.  CTBI provides a matching contribution equal to 50% of the first 8.0% of salary contributed by the employee.  CTBI also provides health insurance, life insurance, and other benefit programs that are usual and customary within the banking industry to attract and retain employees.  NEOs are eligible to participate in these plans on the same basis as other employees, subject to IRS limits.

CTBI provides supplemental life insurance to its NEOs, as well as other senior and key management.  The plan provides a split-dollar share of death benefits at an amount necessary to provide the NEOs with a total company-provided death benefit of three times their annual salary.  This amount is consistent with the death benefit provided to other eligible employees.  Additionally, each NEO and other senior and key employees are provided a post-retirement death benefit equal to one times his or her annual salary at the time of retirement.  The benefits are funded with bank-owned life insurance policies.  CTBI will recover its plan costs upon the death of the covered individual, and the executive’s beneficiary will receive a portion of the insurance proceeds.  The Committee believes the supplemental life insurance program is common within the banking industry and provides an incentive for long-term employment with CTBI.

36
CTBI does not provide significant perquisites or personal benefits to executive officers.  The NEOs, as well as other executive officers, members of senior management, and key employees, are provided country club memberships and other perquisites with an aggregate individual annual value of less than $10,000.
 
Unlike some other banks in its Peer Group, CTBI does not provide any supplemental executive retirement plan.  CTBI allows executives to voluntarily defer receipt of any cash bonuses earned under the annual Incentive Plan.

Employment Contracts, Termination of Employment, and Change in Control Arrangements

CTBI does not provide employment agreements to executives. Due to ongoing industry consolidation, CTBI has established termination of employment and change in control agreements (“Severance Agreements”) with each of its NEOs, other executive officers, and certain other senior officers.  Severance Agreements are provided in order to attract and retain key executives by protecting them in the event of a change in control.  The Severance Agreements are effective for a term equal to the longer of three years or the covered period should a change in control of CTBI occur during such three-year period.  These agreements are automatically renewable for additional one-year periods.  The covered period during which the terms and conditions of the Severance Agreements are effective is the period of time following a change in control equal to: (i) two years following the occurrence of the change in control in the event of an involuntary termination or a voluntary termination following a change in duties or (ii) the thirteenth month following the change in control in the event of a voluntary termination not preceded by a change in duties.

The Severance Agreements require the payment to a NEO, other executive officer, or senior officer of a severance amount in the event of an involuntary or voluntary termination of employment after a change in control of CTBI during the covered period.  The severance amount payable under the Severance Agreements is equal to: (i) 2.99 times the NEO’s or other executive officer’s base annual salary in the event of involuntary termination or in the event of a voluntary termination of employment preceded by a change in duties subsequent to a change in control of CTBI, or (ii) 2.00 times the NEO’s or other executive officer’s annual base salary in the event of a voluntary termination of employment not preceded by a change in duties subsequent to a change in control of CTBI.

For purposes of the Severance Agreements, a change in control occurs when: (i) any person, including a group under Section 13(d)(3) of the Securities Exchange Act of 1934 is or becomes the owner of 30% or more of the combined voting power of CTBI’s outstanding securities; (ii) as a result of, or in connection with, any tender offer, exchange offer, merger or other combination, sale of assets or contested election, the persons who were directors of CTBI before such transaction(s) cease to constitute a majority of the Board of Directors of CTBI or successor of CTBI; (iii) a tender or exchange offer is made and consummated for the ownership of 30% or more of the combined voting power of CTBI’s  outstanding voting securities; or (iv) CTBI transfers substantially all of its assets to another corporation that is not a wholly-owned subsidiary of CTBI.

The Committee believes the use and structure of the Severance Agreements are consistent with CTBI’s compensation objectives to attract, motivate, and retain highly qualified executives.  The Committee also believes that the Severance Agreements promote job stability, provide a measure of financial security, preserve morale and productivity, and encourage retention during the period of uncertainty that accompanies an actual or potential change in control.  The Committee periodically reviews the terms of the Severance Agreements in the context of CTBI’s other executive compensation arrangements, changes in government regulations and trends in competitive practices.

37

No termination of employment or change in control payments were made under the Severance Agreements in 2022, and there were no changes made to the terms of the Severance Agreements during 2022 or to date in 2023.

Compensation Governance and Oversight

The Committee is responsible for the oversight of compensation risk.  The Committee annually reviews the Senior Management Incentive Compensation Plan, the Long-Term Incentive Compensation Plan, and the Employee Incentive Compensation Plan, as well as other compensation arrangements, to evaluate their potential for creating or increasing risk to CTBI.  During 2022, the Committee reviewed the compensation risk assessment performed by management and concluded that CTBI’s compensation plans do not motivate or reward management for taking inappropriate risks and do not create any risks that are reasonably likely to have a material adverse impact on CTBI.

The Committee has adopted a recoupment policy applicable to members of CTBI’s Executive Committee. The policy provides, in general, that in the event any such person’s fraud, dishonesty or recklessness substantially contributes to CTBI’s material noncompliance with financial reporting requirements under securities laws resulting in CTBI’s obligation to prepare an accounting restatement, the Committee will direct CTBI to use prompt and reasonable efforts to recover from such person the amount of specified performance-based compensation determined by the Committee to have been materially affected by the restatement that is in excess of the amount of performance-based compensation which would have otherwise been received by such person, assuming the financial statements had originally been prepared as restated.  The Committee may approve amendments to the recoupment policy at any time, including amendments to conform to regulations adopted by the Securities and Exchange Commission or applicable listing requirements.

Tax Deductibility

Federal income tax law caps at $1,000,000 the deductible compensation per year for each of the NEOs, subject to certain exceptions.  In developing and implementing executive compensation policies and programs, the Committee considers whether particular payments and awards are deductible for federal income tax purposes, along with other relevant factors.  The Committee has taken what it believes to be appropriate steps to maximize the deductibility of executive compensation.  It is the general intention of the Committee to meet the requirements for deductibility whenever possible.  However, considering the repeal of the performance-based compensation exception under Tax Code Section 162(m), the Compensation Committee expects in the future to approve compensation that is not deductible for income tax purposes. The Committee will continue to review and monitor the deductibility of compensation.

Say-on-Pay Resolutions

In 2022, we submitted our executive compensation program to an advisory, nonbinding vote of shareholders (i.e., “say-on-pay”).  At the 2022 annual shareholders meeting, approximately 93% of votes cast were voted in favor of a resolution approving our executive compensation program.  Based on these results, the Committee concluded that shareholders supported CTBI’s approach to executive compensation.  In addition, at the 2017 annual shareholders’ meeting, more than 80% of votes cast were in favor of having an annual say-on-pay vote.  Under applicable law, shareholders must be asked to vote at least every six years on the frequency of future shareholder advisory votes with respect to executive compensation.  Accordingly, at the 2023 annual meeting, shareholders are being asked to approve: (i) the continuation of an annual “say-on-pay” advisory shareholder vote with respect to executive compensation and (ii) an advisory, nonbinding resolution in favor of CTBI’s executive compensation arrangements.  Although the results of annual say-on-pay resolutions are not binding on CTBI, the Committee welcomes feedback from shareholders, and it will consider the outcome of each year’s say-on-pay vote as part of its ongoing review of the executive compensation program.

38
Report of the Compensation Committee

The Compensation Committee of CTBI has reviewed and discussed the Compensation Discussion and Analysis with management.  Based on that review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Eugenia “Crit” Luallen, Chairman
M. Lynn Parrish
Anthony W. St. Charles
James E. McGhee II
 
March 7, 2023

39

EXECUTIVE COMPENSATION

The following table sets forth the total annual compensation paid or accrued by CTBI to or for the account of the Chief Executive Officer, the Chief Financial Officer, and each of the other three most highly compensated executive officers of CTBI (collectively “Named Executive Officers” or “NEOs”) for the fiscal years ended December 31, 2022, 2021, and 2020, except Mr. Newsom and Mr. Sparkman who became NEOs at the end of 2022, and therefore, whose compensation is listed only for the fiscal year ended December 31, 2022.

SUMMARY COMPENSATION TABLE

Name and
Principal Position
Year
Salary
($)
Stock Awards
(1) ($)
Non-Equity Incentive Plan Compensation (2) ($)
All Other
Compensation
(3) ($)
Total Compensation
(4) ($)
Jean R. Hale,
2022
80,769
160,989
825,000
17,138
1,083,896
Former Chairman and
2021
699,039
28,174
1,090,000
36,326
1,853,539
Chief Executive Officer
2020
699,039
64,996
272,482
39,652
1,076,169
 
 
 
 
 
 
 
Mark A. Gooch,
2022
619,231
98,622
843,750
30,143
1,591,746
Vice Chairman, President,
2021
489,423
17,454
599,000
27,343
1,133,220
and Chief Executive Officer
2020
492,115
40,265
147,957
27,784
708,145
             
Kevin J. Stumbo,
2022
338,846
56,043
298,500
26,328
719,717
Executive Vice President,
2021
324,615
9,598
283,500
23,670
641,383
Chief Financial Officer,
2020
325,577
22,141
65,814
23,768
437,300
and Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
 
James B. Draughn,
2022
328,615
53,815
288,600
33,862
704,892
Executive Vice President
2021
312,244
9,443
274,200
36,418
632,305
 
2020
312,692
133,340
64,456
37,401
547,889
             
Larry W. Jones,
2022
323,733
53,314
470,700
31,499
879,246
Executive Vice President
2021
308,704
9,443
272,400
27,589
618,136
 
2020
310,769
21,740
64,680
26,982
424,171
             
Richard W. Newsom
2022
345,423
50,130
294,600
26,373
716,526
Executive Vice President
            
             
Ricky D. Sparkman
2022
303,885
50,130
267,600
22,069
643,684
Executive Vice President
            

(1)
The amounts in this column reflect the grant date fair value of all restricted stock awards granted during the years ended December 31, 2022, 2021, and 2020, under CTBI’s stock ownership plan and in accordance with ASC Topic 718.

(2)
Non-Equity Incentive Plan Compensation includes amounts paid under the Senior Management Incentive Compensation Plan (“Incentive Plan”), which is open to all executive officers, market presidents, and senior vice presidents of consolidated functions and the Executive Long-Term Incentive Plan which is open to all executive officers.  Individuals below senior vice president level may be recommended and approved by the Compensation Committee for special awards of options for extraordinary performance under the Incentive Plan.  Non-Equity Incentive Plan Compensation for executive officers is earned based on CTBI reaching certain earnings per share and return on assets goals after accruing for the cost of the incentive compensation.

(3)
The compensation represented by the amounts for 2022, 2021, and 2020 set forth in the All Other Compensation column for NEOs is detailed in the following table.

40
Name
Year
Company Contributions to ESOP ($)
Company Contributions to 401(k) ($)
Perquisites ($)
Company Paid Life Insurance Premiums ($)
Dividends Received on Restricted Stock ($)
Total All Other Compensation ($)
   
(a)
(a)
  
(b)
    
Jean R. Hale
2022
12,200
2,740
-
740
1,458
17,138
 
2021
11,600
9,750
-
8,877
6,099
36,326
 
2020
11,400
13,000
-
7,823
7,429
39,652
 
 
 
 
 
 
 
 
Mark A. Gooch
2022
12,200
10,250
-
2,531
5,162
30,143
 
2021
11,600
9,750
-
2,198
3,795
27,343
 
2020
11,400
9,750
-
1,998
4,636
27,784
               
Kevin J. Stumbo
2022
12,200
9,745
-
1,508
2,875
26,328
 
2021
11,600
8,673
-
1,348
2,049
23,670
 
2020
11,400
8,679
-
1,219
2,470
23,768
 
 
 
 
 
 
 
 
James B. Draughn
2022
12,200
11,179
-
1,586
8,897
33,862
 
2021
11,600
9,750
-
1,371
13,697
36,418
 
2020
11,400
11,798
-
1,244
12,959
37,401
               
Larry W. Jones
2022
12,200
9,261
-
7,248
2,790
31,499
 
2021
11,600
7,803
-
6,137
2,049
27,589
 
2020
11,400
7,879
-
5,203
2,500
26,982
               
Richard W. Newsom
2022
12,200
8,432
-
3,142
2,599
26,373
               
Ricky D. Sparkman
2022
12,200
5,930
-
1,340
2,599
22,069

(a)
For further information regarding the ESOP and 401(k) Plans, see the Compensation Discussion and Analysis.

(b)
This column includes excess premiums reported as taxable compensation on the NEO’s W-2 for life insurance at three times salary. A similar insurance benefit at three times salary is provided to all full-time employees on a nondiscriminatory basis.

41

The following table sets forth the information regarding plan based awards granted to NEOs in 2022.

GRANTS OF PLAN BASED AWARDS

Name
Grant
Date
Payouts Under Non-Equity Incentive Plan Awards (1)
($)
All Other Awards: Number of
Securities
Underlying
Options
Granted (2)
(#)
Exercise
or Base
Price
($/share)
Grant Date Fair Value of Equity Awards (3) ($)
Jean R. Hale
          
2020 Long-Term Incentive Plan
-
400,000
-
-
-
2021 Long-Term Incentive Plan
-
425,000
-
-
-
Restricted Stock Grant
01/25/2022
-
3,539
45.49
160,989
           
Mark A. Gooch
          
2022 Senior Management Incentive Plan
-
630,000
-
-
-
2020 Long-Term Incentive Plan
-
213,750
-
-
-
Restricted Stock Grant
01/25/2022
-
2,168
45.49
98,622
           
Kevin J. Stumbo
          
2022 Senior Management Incentive Plan
-
204,000
-
-
-
2020 Long-Term Incentive Plan
-
94,500
-
-
-
Restricted Stock Grant
01/25/2022
-
1,232
45.49
56,044
           
James B. Draughn
          
2022 Senior Management Incentive Plan
-
198,000
-
-
-
2020 Long-Term Incentive Plan
-
90,600
-
-
-
Restricted Stock Grant
01/25/2022
-
1,183
45.49
53,815

42

Name
Grant
Date
Payouts Under Non-Equity Incentive Plan Awards (1)
($)
All Other Awards: Number of
Securities
Underlying
Options
Granted (2)
(#)
Exercise
or Base
Price
($/share)
Grant Date Fair Value of Equity Awards (3) ($)
Larry W. Jones
          
2022 Senior Management Incentive Plan
-
192,000
-
-
-
2020 Long-Term Incentive Plan
-
90,000
-
-
-
2021 Long-Term Incentive Plan
-
92,700
-
-
-
2022 Long-Term Incentive Plan
-
96,000
-
-
-
Restricted Stock Grant
01/25/2022
-
1,172
45.49
53,314
           
Richard W. Newsom
          
2022 Senior Management Incentive Plan
-
210,000
-
-
-
2020 Long-Term Incentive Plan
-
84,600
-
-
-
Restricted Stock Grant
01/25/2022
-
1,102
45.49
50,130
           
Ricky D. Sparkman
          
2022 Senior Management Incentive Plan
-
183,000
-
-
-
2020 Long-Term Incentive Plan
-
84,600
-
-
-
Restricted Stock Grant
01/25/2022
-
1,102
45.49
50,130

(1)
This column shows the payouts for 2022 performance under the Senior Management Incentive Compensation Plan and for performance during the years 2020, 2021, and 2022 under the 2020 Long-Term Incentive Plan, paid in January 2023, as described in the Compensation Discussion and Analysis.  For 2022, the target (base) level of ROAA was 1.37%, and the target (base) level of EPS was $4.23 for payout under the Senior Management Incentive Compensation Plan.  Actual results for the year 2022 were ROAA of 1.50% and EPS of $4.59.  The 2022 results were above the amount required to earn a payment at the maximum tier bonus level.  The cumulative net income goal for 2020-2022, under the 2020 Long-Term Incentive Plan, was $196 million, and actual cumulative net income for the period was $229.3 million.  The cumulative 2020-2022 results were above the amount required to earn a payment at the maximum tier bonus level.  As a result, the current CEO and other NEOs earned incentives equal to 150% of their target incentive potentials under the 2020 Long-Term Incentive Plan.  Jean R. Hale and Larry W. Jones retired in 2022.  Under the terms of the 2020, 2021, and 2022 Long-Term Incentive Plans, upon retirement, participants in the plan are entitled to an award equal to the maximum amount payable at the end of the award period at the current level of performance against the plan.  Accordingly, Ms. Hale was paid the maximum award for her participation in the 2020 and 2021 Long-Term Incentive Plans at her retirement on February 7, 2022 and Mr. Jones was paid the maximum award for his participation in the 2021 and 2022 Long-Term Incentive Plans at his retirement on December 30, 2022.

(2)
Restricted stock was granted to the NEOs as a result of achieving the required level of performance under the 2021 Senior Management Incentive Compensation Plan.  The restricted stock was granted pursuant to the terms of CTBI’s 2015 Stock Ownership Incentive Plan.  The restrictions on the restricted stock lapse ratably over four years or upon a change in control of CTBI followed by certain employment termination events.

(3)
The grant-date fair value of restricted stock grants was $45.49 per share, measured in accordance with ASC 718.

43
The following table sets forth the estimated payouts of non-equity incentive plan awards that may result from the performance units granted to the NEOs in 2022 and 2021, outstanding as of December 31, 2022:

ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS

Name
Year Granted
Minimum ($)
Target ($)
Maximum ($)
Mark A. Gooch
2022
63,000
252,000
378,000
 
2021
36,750
147,000
220,500
         
Kevin J. Stumbo
2022
17,000
68,000
102,000
 
2021
16,250
65,000
97,500
 
 
 
 
 
James B. Draughn
2022
16,500
66,000
99,000
 
2021
15,600
62,400
93,600
         
Richard W. Newsom
2022
17,500
80,000
105,000
 
2021
14,525
58,100
87,150
         
Ricky D. Sparkman
2022
15,250
61,000
91,500
 
2021
14,525
58,100
87,150

44

There were no stock option exercises by NEOs in 2022.  The following tables set forth information concerning restricted stock vested during 2022 and the number and value of restricted stock held by the NEOs of CTBI at December 31, 2022.

OPTION EXERCISES AND RESTRICTED STOCK VESTED

Name
Shares Acquired on Exercise (#)
Value Realized (1) ($)
Shares Acquired on Vesting (#)
Value Realized (1)
($)
Jean R. Hale (2)
0
--
7,184
315,128
         
Mark A. Gooch
0
--
1,003
44,396
         
Kevin J. Stumbo
0
--
538
23,816
         
James B. Draughn
0
--
5,537
249,820
         
Larry W. Jones (3)
0
--
2,396
109,147
         
Richard W. Newsom
0
--
494
21,867
         
Ricky D. Sparkman
0
--
494
21,867

(1)
The value realized is calculated based on the closing market price on the date of vesting of restricted stock.

(2)
Upon the retirement of Ms. Hale on February 7, 2022, the Board approved the accelerated vesting of 5,573 shares of restricted stock with a value realized of $243,819.

(3)
Upon the retirement of Mr. Jones on December 30, 2022, the Board approved the accelerated vesting of 1,855 shares of restricted stock with a value realized of $85,200.

45

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022

Name
Number of Securities Underlying Unexercised Options and Restricted Stock Grants at Fiscal Year-End (1) (#)
Option Exercise Price ($)
Expiration Date (2)
Value of Unexercised In-the-Money Options and Restricted Stock Grants at Fiscal Year-End (3) ($)
Exercisable
Unexercisable
Exercisable
Unexercisable
Mark A. Gooch
            
Restricted Stock Grants:
            
Granted 01/29/19
0
474
-
01/29/23
-
21,771
Granted 01/28/20
0
451
-
01/28/24
-
20,714
Granted 01/26/21
0
339
-
01/26/25
-
15,570
Granted 01/25/22
0
2,168
-
01/25/26
-
99,576
             
Kevin J. Stumbo
            
Restricted Stock Grants:
            
Granted 01/29/19
0
256
-
01/29/23
-
11,758
Granted 01/28/20
0
248
-
01/28/24
-
11,391
Granted 01/26/21
0
186
-
01/26/25
-
8,543
Granted 01/25/22
0
1,232
-
01/25/26
-
56,586
             
James B. Draughn
            
Restricted Stock Grants:
            
Granted 01/29/19
0
253
-
01/29/23
-
11,620
Granted 01/28/20
0
244
-
01/28/24
-
11,207
Granted 01/28/20
0
2,500
-
01/28/25
-
114,825
Granted 01/26/21
0
183
-
01/26/25
-
8,405
Granted 01/25/22
0
1,183
-
01/25/26
-
54,335
             
Richard W. Newsom
            
Restricted Stock Grants:
            
Granted 01/29/19
0
233
-
01/29/23
-
10,702
Granted 01/28/20
0
227
-
01/28/24
-
10,426
Granted 01/26/21
0
171
-
01/26/25
-
7,854
Granted 01/25/22
0
1,102
-
01/25/26
-
50,615
             
Ricky D. Sparkman
            
Restricted Stock Grants:
            
Granted 01/29/19
0
233
-
01/29/23
-
10,702
Granted 01/28/20
0
227
-
01/28/24
-
10,426
Granted 01/26/21
0
171
-
01/26/25
-
7,854
Granted 01/25/22
0
1,102
-
01/25/26
-
50,615

(1)
The restrictions on the restricted stock granted to NEOs will lapse ratably over four years, except for 2,500 shares issued to Mr. Draughn on January 28, 2020 that were issued as a management retention grant and will cliff vest in five years.  The restrictions on restricted stock lapse upon a change in control of CTBI followed by certain employment termination events.

(2)
This column represents the date restrictions lapse on restricted stock grants.

(3)
Based on the per share closing price of $45.93 of our common stock at December 31, 2022.

46

CHANGE IN CONTROL AND TERMINATION BENEFITS

CTBI provides additional benefits, not included in the previous tables, to the NEOs in the event of a change in control.  The following table provides an estimate of the value of such benefits, assuming the change in control had occurred on December 31, 2022.

Name
Severance Payment Equal to 2.99 Times Annual Base Salary
(1) ($)
Severance Payment Equal to 2.00 Times Annual Base Salary
(2) ($)
Acceleration of Restricted Stock Grants
(3) ($)
Acceleration of Performance Based Units Payable in Cash
(4) ($)
Total (Based on 2.99 Times Annual Base Salary)
(1) ($)
Total (Based on 2.00 Times Annual Base Salary)
(2) ($)
Mark A. Gooch
1,883,700
1,260,000
157,632
472,500
2,513,832
1,890,132
             
Kevin J. Stumbo
1,016,600
680,000
88,277
165,500
1,270,377
933,777
             
James B. Draughn
986,700
660,000
200,393
159,600
1,346,693
1,019,993
             
Richard W. Newsom
1,046,500
700,000
79,597
192,150
1,318,247
947,747
             
Ricky D. Sparkman
911,950
610,000
79,597
178,650
1,170,197
868,247

(1)
Severance agreements with the NEOs require payment of an amount equal to 2.99 times annual base salary in the event of a change in control of CTBI followed by: (a) a subsequent involuntary termination; or (b) a voluntary termination preceded by a change in duties.

(2)
Severance agreements with the NEOs require payment of an amount equal to 2.00 times annual base salary in the event of a voluntary termination not preceded by a change in duties subsequent to a change in control of CTBI.

(3)
The restrictions on restricted stock issued prior to 2017 lapse immediately upon a change in control of CTBI.  Restrictions on restricted stock issued in 2017 and after, lapse upon a change in control of CTBI followed by certain employment termination events.  The amounts shown for restricted stock represent the number of shares granted multiplied by the per share closing price at December 31, 2022 of $45.93.

(4)
Upon a change in control, followed by certain employment termination events, any then outstanding performance units shall become fully vested following the change in control, in an amount which is equal to the greater of (a) the amount payable under the performance unit at the target cumulative net income level multiplied by a percentage equal to the percentage that would have been earned under the terms of the performance unit agreement assuming that the rate at which the performance goal has been achieved as of the date of such change in control would have been continued until the end of the performance period; or (b) the amount payable under the performance unit at the target cumulative net income level multiplied by the percentage of the performance period completed by the participant at the time of the change in control.

See the Employment Contracts, Termination of Employment, and Change in Control Agreements section of the Compensation Discussion and Analysis for further information.

47

PAY RATIO DISCLOSURE RULE

The annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”) is provided below.  During 2022, two individuals held the position of PEO.  Jean R. Hale, Chairman and Chief Executive Officer, retired effective February 7, 2022.  Following her retirement, Mark A. Gooch was appointed Vice Chairman, President, and Chief Executive Officer.  The pay ratio is calculated for Mr. Gooch below (as he was the PEO at December 31, 2022, which is the date selected to identify the median employee) by annualizing his salary based upon his salary increase upon becoming Chief Executive Officer.  The purpose of the required disclosure is to provide a measure of the equitability of pay within the organization.  CTBI believes its compensation philosophy and process yield an equitable result and is presenting such information as follows:

Median employee total annual compensation
  
$
40,049
  
         
Mr. Gooch (PEO) total annual compensation
  
$
1,602,516
  
Ratio of PEO to median employee compensation
  
40.0:1.0
  

In determining the median employee, a listing was prepared of all employees (other than the PEO) as of December 31, 2022, ordered based on total compensation. Wages and salaries were annualized for those employees who were not employed for the full year of 2022, other than temporary or seasonal employees. The median employee was selected from the annualized list. Included in the calculation of total compensation were the employee earnings paid by CTBI, cash bonuses received, the grant date fair value of any equity grants by the employer, employer paid ESOP contributions, employer matching of 401(k) contributions, employer paid life insurance premiums, and dividends paid on restricted stock held by the employee.
48

PAY VERSUS PERFORMANCE


The table below shows the following information for the past three fiscal years: (i) total compensation for our NEOs as set forth in the Summary Compensation Table (“SCT”), (ii) the “compensation actually paid” (“CAP”) to our PEOs and, on an average basis, our non-PEO NEOs (in each case, as determined under SEC rules), (iii) our total shareholder return (“TSR”), (iv) the TSR of our peer group (as set forth in our Compensation Discussion and Analysis), (v) our net income, and (vi) our financial performance measure for compensatory purposes, earnings per share (“EPS”).

Pay Versus Performance Table

                                   
Year-End Value of $100 Invested on 12/31/2019:
          
Year
  
SCT Total for PEO 1 ($)
    
SCT Total for PEO 2 ($)
    
CAP to
PEO 1 ($)
    
CAP to
PEO 2 ($)
    
Average SCT Total for Non-PEO NEOs ($)
    
Average CAP to Non-PEO NEOs ($)
    
TSR ($)
    
Peer Group TSR ($)
    
Net Income ($)
    
EPS ($)
  
   
(a)
    
(b)
    
(c)
    
(c)
    
(d)
    
(c)(d)
          
(e)
          
(f)
  
2022
    
1,083,896
      
1,591,746
      
1,088,746
      
1,601,451
      
732,813
      
742,633
      
111.37
      
111.31
      
81,814
      
4.59
  
2021
    
1,853,539
      
-
      
1,895,857
      
-
      
756,261
      
783,671
      
101.72
      
152.38
      
87,939
      
4.94
  
2020
    
1,076,169
      
-
      
1,037,132
      
-
      
529,376
      
499,399
      
83.32
      
103.30
      
59,504
      
3.35
  


a)
Jean R. Hale, who served as Chairman and Chief Executive Officer until her retirement on February 7, 2022, is listed as PEO 1.


b)
Following Ms. Hale’s retirement, Mark A. Gooch became Vice Chairman, President, and Chief Executive Officer, and as such, is listed as PEO 2 for year 2022.

49


 c)
SEC rules require certain adjustments be made to the SCT totals to determine CAP as reported in the Pay Versus Performance table.  CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.  In general, CAP is calculated as SCT total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date).  NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below.  Similarly, we had no awards that failed to meet vesting conditions.  The following table details these adjustments:

Year
  
Executives
  
SCT Total ($)
    
Subtract Stock Awards ($)
    
Add Year-End Equity Value ($)
    
Change in Value of Prior Equity Awards ($)
    
Add Change in Value of Vested Equity Awards ($)
    
Add Dividends Paid on Unvested Shares ($)
    
CAP ($)
  
2022
  
PEO 1
    
1,083,896
      
160,989
      
162,546
      
-
      
1,834
      
1,458
      
1,088,746
  
 
PEO 2
    
1,591,746
      
98,622
      
99,576
      
2,932
      
655
      
5,162
      
1,601,451
  
 
Other NEOs
    
732,813
      
52,687
      
53,196
      
2,557
      
2,802
      
3,952
      
742,633
  
2021
  
PEO 1
    
1,853,539
      
28,174
      
31,748
      
19,136
      
13,509
      
6,099
      
1,895,857
  
 
PEO 2
    
-
      
-
      
-
      
-
      
-
      
-
      
-
  
 
Other NEOs
    
756,261
      
11,485
      
12,941
      
20,088
      
467
      
5,398
      
783,671
  
2020
  
PEO 1
    
1,076,169
      
64,996
      
53,945
      
(31,714)
    
(3,701)
    
7,429
      
1,037,132
  
 
PEO 2
    
-
      
-
      
-
      
-
      
-
    
-
      
-
  
 
Other NEOs
    
529,376
      
54,372
      
45,127
      
(24,872)
    
(1,502)
    
5,641
      
499,399
  


d)
For 2021 and 2020, the non-PEO NEOs included Mark A. Gooch, Kevin J. Stumbo, James B. Draughn, and Larry W. Jones.  For 2022, Mr. Gooch was excluded from the non-PEO NEOs and Richard W. Newsom and Ricky D. Sparkman were added.

50


 e)
CTBI periodically compares its executive pay and business performance to a group of comparable, publicly traded financial institutions (“Peer Group”).  In establishing a Peer Group, CTBI seeks to include regional bank holding companies that are similar to CTBI in terms of assets, business lines, and geographic markets.  The Peer Group used to establish executive compensation for 2020 and 2021 consisted of  fourteen companies with median assets of $4.7 billion, as compared to CTBI’s then assets of approximately $4.3 billion.  The companies included in the Peer Group ranged in asset size from $2.8 billion to $8.7 billion and are listed below:

Bank
Ticker
Bank
Ticker
1st Source Corporation
SRCE
German American Bancorp, Inc.
GABC
Carolina Financial Corp.*
CARO
Home Trust Bancshares, Inc.
HTBI
City Holding Company
CHCO
Lakeland Financial Corporation
LKFN
First Bancorp
FBNC
Live Oak Bancshares, Inc.
LOB
First Community Bancshares, Inc.
FCBC
Park National Corporation
PRK
First Financial Corporation
THFF
Peoples Bancorp, Inc.
PEBO
Franklin Financial *
FSB
Stock Yards Bancorp, Inc.
SYBT

* These companies are no longer actively traded.

51

During 2021, the Committee worked with Pearl Meyer to review the Peer Group to ensure it continued to include organizations that were comparable to CTBI.  Based on this review, the Committee determined that it would be appropriate to replace the following five peer companies from the prior peer group which had either grown much larger than CTBI or were acquired since the last compensation review conducted in 2019:  Carolina Financial Corp., Live Oak Bancshares, Inc., Franklin Financial, 1st Source Corporation, and Park National Corporation.  As a result, CTBI added the following new peers, which were closer to CTBI’s asset size and business model, replacing those removed:  Carter Bankshares, Inc., Farmers National BancCorp, Horizon Bancorp, Inc., Mercantile Bank Corporation, Nicolet Bankshares, Inc., QCR Holdings, Inc., and Univest Financial Corporation.  These adjustments resulted in the Peer Group of seventeen companies listed below.  The Committee believes the Peer Group provides a reasonable basis of comparison for CTBI due to their similar business lines and geographic locations, as well as their comparable size, reflected by total assets.  Following the Committee’s review and adjustment of the Peer Group, the median assets of the Peer Group was $5.35 billion, compared to CTBI’s then assets of $5.4 billion.  The companies included in the Peer Group ranged in asset size from $3.2 billion to $8.2 billion at the time of the review.  This Peer Group was used to establish executive compensation for the year 2022.

Bank
Ticker
Bank
Ticker
Carter Bancshares, Inc.
CARE
Horizon Bancorp Inc.
HBNC
City Holding Company
CHCO
Lakeland Financial Corporation
LKFN
Farmers National Banc Corp
FMNB
Mercantile Bank Corporation
MBWM
First Bancorp
FBNC
Nicolet Bankshares, Inc.
NCBS
First Community Bancshares, Inc.
FCBC
Peoples Bancorp, Inc.
PEBO
First Financial Corporation
THFF
QCR Holdings, Inc.
QCRH
German American Bancorp, Inc.
GABC
Stock Yards Bancorp, Inc.
SYBT
Great Southern Bancorp Inc.
GSBC
Univest Financial Corporation
UVSP
Home Trust Bancshares
HTBI
    

Below is a comparison of our TSR for 2022 to the current Peer Group as well as the prior Peer Group for 2021:

 
Year-End Value of $100 Invested on 12/31/2019:
Year
TSR ($)
Current Peer Group TSR ($)
Prior Peer Group TSR ($)
2022
111.37
111.31
127.18


f)
CTBI has selected GAAP basic earnings per share as the most important financial performance measure (that is not otherwise disclosed in the Pay Versus Performance Table above) used by CTBI to link compensation actually paid to CTBI’s NEOs for 2022 to CTBI’s performance.

52

Tabular List of Financial Performance Measures



Pursuant to the requirements of Item 402(v) of the SEC’s Regulation S-K, we provide the following list of the three most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules) to our NEOs to CTBI’s performance in 2022.  Please refer to the section entitled “Annual Incentive Plan” in our Compensation Discussion and Analysis (“CD&A”) for more information.

Pay Versus

Measure 1
Net Income
Measure 2
Earnings Per Share
Measure 3
Return on Average Assets (ROAA)

Performance: Graphical Description


Pursuant to the requirements of Item 402(v) of the SECs Regulation S-K, the following graphs reflect the relationships between the CAP and CTBI’s cumulative TSR and the peer group’s cumulative TSR, CTBI’s net income, and CTBI’s earnings per share.  For a more thorough discussion of how the Committee reviews and assesses the relationship between executive compensation and CTBI performance, please refer to our CD&A.

CAP and Cumulative TSR / Cumulative TSR of the Peer Group

graphic

53

CAP and CTBI Net Income

graphic

CAP and Earnings Per Share

graphic  


54
SHAREHOLDER PROPOSALS

It is currently contemplated that next year’s Annual Meeting of Shareholders will be held on or about April 25, 2024.  In the event that a shareholder desires to have a proposal considered for presentation at CTBI’s next Annual Meeting of Shareholders and inclusion in the Proxy Statement for such meeting, the proposal must be forwarded in writing to the Secretary of CTBI so that it is received no later than December 5, 2023.  Any such proposal must comply with the requirements of Rule 14(a)-8 promulgated under the Exchange Act.  If a shareholder intends to present a proposal at the next Annual Meeting of Shareholders, but has not sought the inclusion of such proposal in CTBI’s Proxy, Notice of Meeting, and Proxy Statement, such proposal must be received by the Secretary of CTBI by February 18, 2024 or CTBI’s management proxies for the Annual Meeting will be entitled to use their discretionary voting authority should such proposal then be raised, without any discussion of the matter in CTBI’s Proxy, Notice of Meeting, or Proxy Statement.  In addition to satisfying the foregoing requirements, in order to comply with the SEC’s universal proxy rules, a shareholder who intends to solicit proxies in support of director nominees for election at the 2024 Annual Meeting of Shareholders, other than CTBI’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2024.


MISCELLANEOUS

The Board of CTBI knows of no other business to be presented to the Annual Meeting.  If other matters should properly come before the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the proxy.  The Board urges each shareholder who does not intend to be participate in and to vote during the Annual Meeting to submit a proxy as promptly as possible.


By Order of the Board of Directors


/s/ M. Lynn Parrish /s/ Mark A. Gooch
M. Lynn Parrish Mark A. Gooch
Chairman of the Board
Vice Chairman, President, and
 
 Chief Executive Officer

 
 

Pikeville, Kentucky
April 3, 2023

55
Attachment A

graphic
graphic

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