Independent
Tenure on this board
4.9 yrs
9 nominees · 3 ballot items.
Elect nine directors; ratify BDO USA, P.C. as independent auditor for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say‑on‑pay).
Elect nine directors to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (the say‑on‑pay vote).
This advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy, providing non-binding feedback to the Compensation Committee on pay philosophy and outcomes. Management seeks shareholder approval to validate a pay program that the Committee describes as pay-for-performance: a substantial portion of executive pay is variable and at risk, with long-term awards composed of 75% performance stock units (PSUs) tied to three-year cumulative EPS and relative three-year ROAA versus a defined peer group, and 25% stock appreciation rights (SARs) that reward stock-price appreciation. For 2025 the Committee increased base salaries and incentive targets to better align with the peer group and market practice after strong company growth; annual incentives for most NEOs are tied to diluted EPS with payout collars and caps, and certain line-of-business targets apply for the Chief Lending Officer. The Compensation Committee argues these metrics focus executives on sustainable earnings growth, return-on-assets relative to peers, and stock-price appreciation, while using features such as multi-year performance periods, mandatory post-vesting holding periods for PSUs, clawback provisions, stock ownership guidelines, and anti-hedging/anti-pledging policies to mitigate excessive risk-taking and align interests with shareholders. The vote is advisory and non-binding, but the Committee will consider results when setting future compensation and has historically received strong shareholder support (97.5% in 2025). Investor concerns likely center on recent increases in fixed pay and higher target opportunities, the degree to which realized pay reflected exceptional 2025 results, and whether the performance metrics and peer-group benchmarking remain appropriately calibrated given recent consolidation and growth. From a governance perspective, the program includes common protections (clawbacks, holding periods, change-in-control double-trigger arrangements) but investors may evaluate the balance of pay-for-performance versus guaranteed increases—particularly given the Committee’s discretionary decisions to raise salary and target levels. In assessing the proposal, a sophisticated analyst should weigh the rigorousness of PSU ROAA percentiles and EPS hurdles, the demonstrated historical alignment of pay with multi-year performance, and whether the disclosed safeguards and peer benchmarking provide adequate protection against misaligned or excessive payouts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STOCK YARDS BANK TRUST CO | 4.5% | 1,318,644 | $87M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,166,744 | $77M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.5% | 1,042,198 | $69M |
| 4 | Neuberger Berman Group LLC | 3.5% | 1,035,507 | $69M |
| 5 | STATE STREET CORP | 3.3% | 963,723 | $64M |
| 6 | VICTORY CAPITAL MANAGEMENT INC | 3.2% | 944,301 | $63M |
| 7 | BlackRock, Inc. | 3.1% | 915,354 | $61M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 814,665 | $54M |
| 9 | BlackRock, Inc. | 2.5% | 727,371 | $48M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 578,379 | $38M |
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