Community Trust Bancorp Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   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. 2

   Ratification of the Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify and approve the appointment of BDO USA, P.C. as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   To approve, on an advisory (nonbinding) basis, the overall compensation of CTBI’s Named Executive Officers as described in the Compensation Discussion and Analysis and Executive Compensation sections of the Proxy Statement.

   More detail

   This advisory, non-binding 'say-on-pay' proposal asks shareholders to approve CTBI’s overall executive compensation program as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the proxy. Management and the Compensation Committee present the vote to comply with Dodd‑Frank and Exchange Act requirements and to obtain shareholder feedback on pay-for-performance alignment. The company’s compensation framework emphasizes competitive base salaries targeted to market median, annual cash incentives tied to ROAA and EPS, and multi-year performance units to align long‑term interests while limiting dilution by paying long‑term awards in cash. Management seeks approval to validate its mix of short‑ and long‑term incentives and recent design choices (e.g., capped payouts, multi‑year performance metrics, four‑year vesting on restricted stock, recoupment/clawback policy) and highlights strong prior shareholder support (approximately 97% in favor in 2025). The Board recommends a FOR vote and states it will consider the advisory outcome when setting future compensation, positioning the vote as a governance feedback mechanism rather than a binding change. Potential investor concerns include the nonbinding nature of the vote, the CEO/PEO pay ratio and quantum, the use of cash-settled performance units (which avoid dilution but may raise cash‑flow considerations), and severance/change‑in‑control protections; management addresses some concerns by disclosing targets, caps, and recoupment policies. The proposal’s impact on governance is primarily reputational and informational: a strong FOR vote supports current practices and gives the Board latitude to continue its strategy, while a weak vote could prompt substantive plan changes, greater shareholder engagement, or enhanced disclosure. Given CTBI’s historical high support for say‑on‑pay and its stated pay‑for‑performance alignment (incentives tied to EPS, ROAA, and multi-year cumulative net income), the Board’s recommendation is grounded in a view that current programs effectively align executive incentives with shareholder value creation, while remaining responsive to shareholder feedback.

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When is the Community Trust Bancorp Inc 2026 annual meeting?

Community Trust Bancorp Inc (CTBI) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Community Trust Bancorp Inc 2026 meeting?

The record date for the Community Trust Bancorp Inc 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Community Trust Bancorp Inc's 2026 meeting?

The board is presenting 10 director nominees at the Community Trust Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Community Trust Bancorp Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Community Trust Bancorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.