ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
• Base Salary Increases. New annual base salaries were approved for the
following named executive officers (NEOs):Mark A. Gooch (Vice Chairman, President, and Chief Executive Officer) -$655,500 ;Kevin J. Stumbo (Executive Vice President, Chief Financial Officer, and Treasurer) -$353,500 ; andJames B. Draughn (Executive Vice President) -$343,000 .Jean R. Hale , former Chief Executive Officer, retired effectiveFebruary 7, 2022 . At that time,Mark A. Gooch became Chief Executive Officer ofCommunity Trust Bancorp, Inc. Larry W. Jones, former Executive Vice President, retired effectiveDecember 30, 2022 .
• Cash Incentive Compensation Awards for the Year(s) Ended
CTBI's named executive officers were participants in CTBI's Senior Management Incentive Compensation Plan for the year endedDecember 31, 2022 ("2022 Plan"). The Committee previously established the performance measures under the 2022 Plan and the required level of performance for the maximum tier payment was achieved by CTBI under the Plan. Accordingly, the named executive officers received payments (paid inJanuary 2023 ) as follows: 2022 Cash Payments Awarded Under the Senior Management Incentive Compensation Plan ($)Mark A. Gooch - Vice Chairman, President, and Chief 630,000 Executive OfficerKevin J. Stumbo - Executive Vice President, Chief 204,000 Financial Officer, and TreasurerJames B. Draughn - Executive Vice President 198,000Larry W. Jones - Executive Vice President 192,000
CTBI's named executive officers were also participants in CTBI's 2020 Executive
Committee Long-Term Incentive Compensation Plan ("2020 Plan") for the three year
period ending
2022 Cash Incentive Awarded Under the Long-Term Incentive Compensation Plan ($)Mark A. Gooch - Vice Chairman, President, and Chief 213,750 Executive OfficerKevin J. Stumbo - Executive Vice President, Chief 94,500 Financial Officer, and TreasurerJames B. Draughn - Executive Vice President 90,600Larry W. Jones - Executive Vice President 90,000
• Grants of Restricted Stock. Restricted stock was also granted to the named
executive officers (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 3,425 Executive OfficerKevin J. Stumbo - Executive Vice President, Chief 1,386 Financial Officer, and TreasurerJames B. Draughn - Executive Vice President 1,345Larry W. Jones - Executive Vice President 0
• Plans for Annual Incentive Compensation Awards for the Year Ending
2023. The Committee recommended and the Board of Directors approved the Senior
Management Incentive Compensation Plan for the year ending
which is included herein as Exhibit 10.7 to this Current Report on Form 8-K.
The participation groups under the Plan are: (i) Group I, consisting of the CEO
of
("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
(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.
o 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.
o Participants will be eligible to receive stock options (pursuant to CTBI's 2015
Stock Ownership Incentive Plan) with a face value equal to certain percentages
of salary or restricted stock (or a combination of options and restricted
stock) of an amount recommended by the Compensation Committee and approved by
the Board of Directors of CTBI subject to any limitations of the 2015 Stock
Ownership Incentive Plan. The minimum and maximum stock option awards as a
percentage of salary for each group will be: (i) Group I - CTBI CEO minimum
award of 10% of salary and maximum award of 23% of salary; (ii) Group I - Other
Executive Officers minimum award of 7.5% of salary and maximum award of 17.25%
of salary; (iii) Group II - minimum award of 5% of salary and maximum award of
11.5% of salary; and (iv) Group III - minimum award of 2.25% of salary and
maximum award of 5% of salary. In the event that the ROAA or EPS are not
attained but the target net income is attained, the amount of stock options
and/or restricted stock awarded under the Plan shall be granted at the base
level of target performance. There shall be a minimum acceptable performance
beneath which awards will not be granted and a maximum above which there is no
additional award in the event of windfall profits.
The Board of Directors previously adopted the CTBI 2020 Executive Committee Long-Term Incentive Compensation Plan (the "2020 Plan"), the CTBI 2021 Executive Committee Long-Term Incentive Compensation Plan (the "2021 Plan"), and the CTBI 2022 Executive Committee Long-Term Incentive Compensation Plan (the "2022 Plan"). The retirement of a participant triggers payment under all three plans.
In connection with
The Committee also recommended and the Board of Directors approved the Employee
Incentive Compensation Plan for the year ending
o Participants will be eligible for a cash award determined by earnings per share
growth and earnings as a percentage of average assets (ROAA). The minimum and
maximum awards as a percentage of salary for each participant will be: minimum
award - 2% of salary and maximum award - 4.5% of salary. In the event that the
ROAA or EPS are not attained but the target net income is attained, the amount
of the award under the Plan shall be paid at the base level of target
performance payment. There shall be a minimum acceptable performance beneath
which no incentive awards are paid and a maximum above which there is no
additional award paid to avoid excessive payout in the event of windfall
profits.
• Plan for Long-Term Incentive Compensation for Executive Committee. The
Committee recommended and the Board of Directors approved the 2023 Executive
Committee Long-Term Incentive Compensation Plan which is included herein as
Exhibit 10.24 to this Current Report on Form 8-K. This Plan may be amended,
modified, or terminated by the Board of Directors at any time at its sole
discretion, except that after the 90th day of the year, the performance goals
set forth within may not be amended in a manner which would increase the amount
of compensation payable pursuant to performance units over the amount which
would have been payable under the performance goals previously established for
such year. Participants in this Plan will be the members of the Executive
o The target award fund shall be generated by 40% of the salary of the CTBI CEO
and 20% of the salary of other members of the Executive Committee. The target
award may be changed by the Compensation Committee of the Board of Directors at
any time during the Performance Period at their discretion provided, however,
that the target award as a percentage of salary may not be increased after the
90th day of the 2023 calendar year.
o The actual amount of payments under the performance units shall be calculated
according to a schedule comparing cumulative net income (over a three-year
performance period) to the performance goals described within the Plan and
payments will be made in the form of cash or shares. The minimum and maximum
awards as a percentage of salary will be 10.0% and 60.0% for the CTBI CEO and
5.00% and 30.0% for all other members of the Executive Committee,
respectively. No amounts may be paid under the performance units unless CTBI
attains a minimum acceptable performance, and no additional amounts may be paid
above the maximum performance level.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Exhibit No. Description 10.7 Senior Management Incentive Compensation Plan (for the year endingDecember 31, 2023 ) 10.9 Employee Incentive Compensation Plan (for the year endingDecember 31, 2023 ) 10.24Community Trust Bancorp, Inc. 2023 Executive Committee Long-Term Incentive Compensation Plan
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