DEFR14A 1 ctbiproxyamend2022.htm CTBI 2022 PROXY STATEMENT AMENDMENT



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant ⌧  Filed by a Party other than the Registrant ☐
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6e(2))
☐ Definitive Proxy Statement
⌧ Definitive Additional Materials
☐ Soliciting Material under Rule 14a-12

Community Trust Bancorp, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Kentucky
(state or other jurisdiction of incorporation)
001-31220
(commission file number)
61-0979818
(irs employer identification no.)
346 North Mayo Trail, Pikeville, Kentucky
(address of principal executive offices)
41501
(zip code)
Registrant’s telephone number, including area code (606) 432-1414

Payment of Filing Fee (Check the appropriate box):
⌧ No fee required.
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EXPLANATORY NOTE

The following information supplements and amends the definitive proxy statement (the “Proxy Statement”) of Community Trust Bancorp, Inc. (“CTBI”) originally filed with the Securities and Exchange Commission (“SEC”) on March 22, 2022, in connection with the solicitation of proxies by the Company’s Board of Directors for use at the Company’s 2022 Annual Meeting of Shareholders or any adjournment(s) thereof. The Annual Meeting will be held on the Fourth Floor of the Community Trust Bancorp, Inc. Corporate Headquarters, 346 North Mayo Trail, Pikeville, Kentucky, on Tuesday, April 26, 2022 at 10:00 a.m. EDT.

This Amendment No. 1 to the Proxy Statement (this “Amendment”) is being filed in order to correct and supplement certain disclosures in the “Executive Compensation” section of the Proxy Statement, as originally filed with the SEC on March 22, 2022, to reflect the named executive officers’ earned non-equity incentive plan compensation for fiscal years 2021, 2020, and 2019, which was incorrectly stated in the Summary Compensation Table, the computation of the total compensation and the pay ratio under the Chief Executive Officer Pay Ratio. No other changes have been made to the Proxy Statement, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the Proxy Statement. Capitalized terms used in this Amendment and not otherwise defined have the meaning given to such terms in the Proxy Statement.
 
THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION AND THIS AMENDMENT AND THE INFORMATION SET FORTH BELOW SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
 
CHANGE TO PROXY STATEMENT
 
The subsections entitled “Summary Compensation Table” and “Pay Ratio Disclosure Rule” on pages 38 and 19, respectively, of the Proxy Statement are amended in their entirety as follows:




EXECUTIVE COMPENSATION

The following table sets forth the total annual compensation paid or accrued by CTBI to or for the account of the Chief Executive Officer, the Chief Financial Officer, and each of the other three most highly compensated executive officers of CTBI (“Named Executive Officers” or “NEOs”) for the fiscal years ended December 31, 2021, 2020, and 2019.

SUMMARY COMPENSATION TABLE

Name and
Principal Position
Year
Salary
($)
Stock Awards
(1) ($)
Non-Equity Incentive Plan Compensation (2) ($)
All Other
Compensation
(3) ($)
Total Compensation
(4) ($)
Jean R. Hale,
2021
699,039
28,174
1,090,000
36,326
1,853,539
Chairman and
2020
699,039
64,996
272,482
39,652
1,076,169
Chief Executive Officer
2019
648,077
125,005
272,506
37,551
1,083,139
 
 
 
 
 
 
 
Kevin J. Stumbo,
2021
324,615
9,598
283,500
23,670
641,383
Executive Vice President,
2020
325,577
22,141
65,814
23,768
437,300
Chief Financial Officer
2019
293,846
41,984
65,802
22,983
424,615
and Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark A. Gooch,
2021
489,423
17,454
599,000
27,343
1,133,220
President and Secretary
2020
492,115
40,265
147,957
27,784
708,145
 
2019
458,846
77,922
147,981
26,887
708,121
 
 
 
 
 
 
 
James B. Draughn,
2021
312,244
9,443
274,200
36,418
632,305
Executive Vice
2020
312,692
133,340
64,456
37,401
547,889
President
2019
289,039
41,613
64,444
34,432
429,528
             
Larry W. Jones,
2021
308,704
9,443
272,400
27,589
618,136
Executive Vice
2020
310,769
21,740
64,680
26,982
424,171
President
2019
289,231
41,984
64,668
25,538
421,421

(1)
The amounts in this column reflect the grant date fair value of all restricted stock awards granted during the years ended December 31, 2021, 2020, and 2019, under CTBI’s stock ownership plans and in accordance with ASC Topic 718.

(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.
(3)
The compensation represented by the amounts for 2021, 2020, and 2019 set forth in the All Other Compensation column for NEOs is detailed in the following table.
Name
Year
Company Contributions to ESOP ($)
Company Contributions to 401(k) ($)
Perquisites ($)
Company Paid Life Insurance Premiums ($)
Dividends Received on Restricted Stock ($)
Total All Other Compensation ($)
   
(a)
(a)
  
(b)
    
Jean R. Hale
2021
11,600
9,750
-
8,877
6,099
36,326
 
2020
11,400
13,000
-
7,823
7,429
39,652
 
2019
11,200
12,500
-
6,862
6,989
37,551
 
 
 
 
 
 
 
 
Kevin J. Stumbo
2021
11,600
8,673
-
1,348
2,049
23,670
 
2020
11,400
8,679
-
1,219
2,470
23,768
 
2019
11,200
8,448
-
1,050
2,285
22,983
 
 
 
 
 
 
 
 
Mark A. Gooch
2021
11,600
9,750
-
2,198
3,795
27,343
 
2020
11,400
9,750
-
1,998
4,636
27,784
 
2019
11,200
9,500
-
1,807
4,380
26,887
 
 
 
 
 
 
 
 
James B. Draughn
2021
11,600
9,750
-
1,371
13,697
36,418
 
2020
11,400
11,798
-
1,244
12,959
37,401
 
2019
11,200
12,500
-
1,114
9,618
34,432
               
Larry W. Jones
2021
11,600
7,803
-
6,137
2,049
27,589
 
2020
11,400
7,879
-
5,203
2,500
26,982
 
2019
11,200
7,608
-
4,369
2,361
25,538

(a)
For further information regarding the ESOP and 401(k) Plans, see the Compensation Discussion and Analysis.
(b)
This column includes excess premiums reported as taxable compensation on the NEO’s W-2 for life insurance at three times salary. A similar insurance benefit at three times salary is provided to all full-time employees on a nondiscriminatory basis.


PAY RATIO DISCLOSURE RULE

In August 2015, pursuant to a mandate of the Dodd – Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). CTBI’s PEO for 2021 was Jean R. Hale. The purpose of the required disclosure is to provide a measure of the equitability of pay within the organization. CTBI believes its compensation philosophy and process yield an equitable result and is presenting such information as follows:

Median employee total annual compensation
  
$
37,720
  
Ms. Hale (PEO) total annual compensation
  
$
1,853,539
  
Ratio of PEO to median employee compensation
  
49.8:1.0
  

In determining the median employee, a listing was prepared of all employees (other than the PEO) as of December 31, 2021, ordered based on total compensation. Wages and salaries were annualized for those employees who were not employed for the full year of 2021, other than temporary or seasonal employees. The median employee was selected from the annualized list. Included in the calculation of total compensation were the employee earnings paid by CTBI, cash bonuses received, the grant date fair value of any equity grants by the employer, employer paid ESOP contributions, employer matching of 401(k) contributions, employer paid life insurance premiums, and dividends paid on restricted stock held by the employee.