Not independent
Tenure on this board
0.9 yrs
10 nominees · 3 ballot items.
Election of ten directors; ratification of BDO USA, P.C. as CTBI’s independent registered public accounting firm for fiscal 2026; and an advisory (nonbinding) approval of the company’s executive compensation (say-on-pay).
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.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COMMUNITY TRUST INVESTMENT CO | 11.50% | 2,088,088 | $127M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.24% | 1,133,013 | $69M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.80% | 690,946 | $42M |
| 4 | BlackRock, Inc. | 3.61% | 656,522 | $40M |
| 5 | BlackRock, Inc. | 3.40% | 618,062 | $38M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.86% | 519,515 | $32M |
| 7 | STATE STREET CORP | 2.74% | 497,169 | $30M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.09% | 378,749 | $23M |
| 9 | LONE PEAK GLOBAL INVESTORS LLC | 1.56% | 283,116 | $17M |
| 10 | LSV ASSET MANAGEMENT | 1.49% | 269,980 | $16M |
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