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
following named executive officers:Mark A. Gooch (President and Secretary) -$630,000 ;Kevin J. Stumbo (Executive Vice President, Chief Financial Officer, and Treasurer) -$340,000 ;James B. Draughn (Executive Vice President) -$330,000 ; andLarry W. Jones (Executive Vice President) -$320,000 . Jean R. Hale has announced her retirement effectiveFebruary 7, 2022 . At that time,Mark A. Gooch will become the Chief Executive Officer ofCommunity Trust Bancorp, Inc.
• Cash Incentive Compensation Awards for the Year(s) Ended
CTBI's named executive officers were participants in CTBI's Senior Management Incentive Compensation Plan for the year endedDecember 31, 2021 ("2021 Plan"). The Committee previously established the performance measures under the 2021 Plan and the required level of performance was achieved by CTBI under the Plan. Accordingly, the named executive officers received payments (paid inJanuary 2022 ) as follows: 2021 Cash Payments Awarded Outside the Senior Management Incentive Compensation Plan ($)Jean R. Hale - Chairman and Chief Executive Officer 700,000Kevin J. Stumbo - Executive Vice President, Chief 195,000 Financial Officer, and TreasurerMark A. Gooch - President and Secretary 392,000James B. Draughn - Executive Vice President 187,200Larry W. Jones - Executive Vice President 185,400
CTBI's named executive officers were also participants in CTBI's 2019 Executive
Committee Long-Term Incentive Compensation Plan ("2019 Plan") for the three year
period ending
2021 Cash Incentive Awarded Under the Long-Term Incentive Compensation Plan ($)Jean R. Hale - Chairman and Chief Executive Officer 390,000Kevin J. Stumbo - Executive Vice President, Chief 88,500 Financial Officer, and TreasurerMark A. Gooch -President and Secretary 207,000James B. Draughn - Executive Vice President 87,000Larry W. Jones - Executive Vice President 87,000
• 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 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 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)Jean R. Hale - Chairman and Chief Executive Officer 3,539Kevin J. Stumbo - Executive Vice President, Chief 1,232 Financial Officer, and TreasurerMark A. Gooch - President and Secretary 2,168James B. Draughn - Executive Vice President 1,183Larry W. Jones - Executive Vice President 1,172
• Plans for Annual Incentive Compensation Awards for the Year Ending
2022. 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
CEOs of
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
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.
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 President 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 President
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") and the CTBI 2021
Executive Committee Long-Term Incentive Compensation Plan (the "2021 Plan"). The
retirement of a participant triggers payment under both the 2020 Plan and the
2021 Plan. In connection with
The Committee also recommended and the Board of Directors approved the Employee
Incentive Compensation Plan for the year ending
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 2022 Executive
Committee Long-Term Incentive Compensation Plan which is included herein as
Exhibit 10.22 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
President 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 2022 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, 2022 ) 10.9 Employee Incentive Compensation Plan (for the year endingDecember 31, 2022 ) 10.22Community Trust Bancorp, Inc. 2022 Executive Committee Long-Term Incentive Compensation Plan
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