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1.
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We note your disclosure in the fourth paragraph, describing the various qualities the director nominees collectively possess. In future filings, please revise your disclosure to provide for each director or director nominee why the person's particular and specific experience, qualifications, attributes or skills led the board to conclude that such person should serve as a director of the company, in light of the company's business and structure at the time that the filing is made. For guidance please refer to Question 116.05 of Regulation S-K disclosure Compliance and Interpretations.
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2.
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You disclose that the two performance targets were above the minimum levels of performance required to earn cash bonuses, but you do not disclose what those minimum levels are. We also note that no threshold amount has been identified in the grants of plan based awards table. Please tell us what those minimum performance targets were and to the extent applicable, make the requisite disclosure in your future filings.
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| 3. | You disclose that the amounts of the 2014 cash incentives are included in the Bonus column. If the bonus was granted under a plan providing for compensation intended to serve as incentive for performance to occur over a specified period of time, then the bonus should be disclosed under the "Non-Equity Incentive Compensation Plan" column. Amounts earned under the plan as adjusted for the exercise of negative discretion would still be reportable in the Non-Equity Incentive Plan Compensation column. Please explain to us why the payments under the 2014 Annual Incentive Plan awards are being disclosed in the "Bonus" column, and to the extent necessary revise your future filing accordingly. For guidance, please refer to Question 119.02 of Regulation S-K Compliance and Disclosure Interpretations. |
| 4. | In footnote (2), you disclose that the value disclosed is the amount recognized for financial statement reporting purposes with respect to fiscal years 2014, 2013 and 2012. However, based on your disclosure it appears that the only portion of equity compensation received for performance in 2014 were restricted stock awards equal to approximately 5% of salary for the named executive officers. Please explain to us the intended meaning of footnote (2) disclosure. Furthermore, please explain what equity awards are being disclosed in the "All Other Awards: Number of Securities Underlying Options Granted" in the Grants of Plan Based Awards table. To the extent necessary, please revise your future filings accordingly. |
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Name and
Principal Position
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Year
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Salary
($)
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Stock Awards (1) ($)
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Non-Equity Incentive Plan Compensation
(2) ($)
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All Other
Compensation
(3) ($)
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Total Compensation
($)
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Jean R. Hale,
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2014
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523,462
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15,176
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333,250
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49,803
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921,691
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Chairman, President and
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2013
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503,462
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33,883
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161,600
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49,019
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747,964
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Executive Officer
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2012
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483,846
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-
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339,500
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47,399
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870,745
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Kevin J. Stumbo,
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2014
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219,231
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4,731
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88,050
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27,408
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339,420
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Executive Vice President,
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2013
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206,231
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13,327
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37,800
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24,280
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281,638
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Chief Financial Officer
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2012
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190,385
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-
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66,850
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20,239
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277,474
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and Treasurer
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Mark A. Gooch,
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2014
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384,000
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9,764
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192,300
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35,591
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621,655
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Executive Vice
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2013
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370,923
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24,999
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93,000
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35,690
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524,612
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President and Secretary
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2012
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356,923
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-
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125,300
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35,174
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517,397
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Larry W. Jones,
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2014
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239,231
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5,185
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97,825
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27,301
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369,542
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Executive Vice
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2013
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229,231
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15,379
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41,600
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27,134
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313,344
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President
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2012
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219,231
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-
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77,000
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25,541
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321,772
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James B. Draughn,
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2014
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231,154
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4,996
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94,290
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27,927
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358,367
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Executive Vice
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2013
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220,231
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14,736
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40,361
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27,963
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303,291
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President
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2012
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210,154
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-
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73,850
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25,963
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309,697
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(1)
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The amounts in this column reflect the grant date fair value of all restricted stock awards granted during the years ended December 31, 2014, 2013, and 2012, under CTBI's stock ownership plan and in accordance with ASC Topic 718.
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| (2) | Non-Equity Incentive Plan Compensation includes amounts paid under the Senior Management Incentive Compensation Plan ("Incentive Plan"), which is open to all executive officers, market presidents, and senior vice presidents of consolidated functions and the Executive Long-Term Incentive Plan which is open to all executive officers. Individuals below senior vice president level may be recommended and approved by the Compensation Committee for special awards of options for extraordinary performance under the Incentive Plan. Non-Equity Incentive Plan Compensation for executive officers is earned based on CTBI reaching certain earnings per share and return on assets goals after accruing for the cost of the incentive compensation. No discretionary cash incentive payments were paid to any of the Named Executive Officers in any of the years shown above. |
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CTBI is responsible for the adequacy and accuracy of the disclosure in the filing;
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staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
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CTBI may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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