REPUBLIC BANCORP INC KY
For the period ended Apr 25, 2024. Filed Mar 15, 2024.
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Apr 25, 2024 · Filed Mar 15, 2024
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Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), the Company provides the following information about the relationship between executive compensation actually paid to the Company’s principal executive officer (“PEO”), who is the Chair/CEO, and non-PEO NEOs by the Company and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
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|---|---|---|---|---|---|---|---|---|
| · · Average · · Value of Initial Fixed $100 Investment Based On: · · | ||||||||
| · · · Summary · Average · · · | ||||||||
| | Summary | | Compensation | Compensation | | Peer Group | | Gross |
| | Compensation | Compensation | Table Total for | Actually Paid | Total | Total | | Operating |
| | Table Total for | Actually Paid | Non-PEO | to Non-PEO | Shareholder | Shareholder | Net Income | Profit |
| | PEO¹ | to PEO² | NEOs³ | NEOs⁴ | Return⁵ | Return⁶ | (thousands)⁷ | (thousands)⁸ |
| Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| | | | | | | | | |
| 2023 | 736,387 | 736,387 | 908,421 | 1,463,757 | 133.55 | 96.65 | 90,374 | 113,213 |
| 2022 | 804,352 | 804,352 | 1,046,354 | 530,140 | 98.86 | 100.39 | 91,106 | 116,845 |
| 2021 | 664,050 | 664,050 | 975,474 | 1,330,208 | 117.82 | 126.45 | 87,611 | 111,442 |
| 2020 | 641,217 | 641,217 | 761,975 | 717,809 | 80.82 | 90.69 | 83,246 | 102,633 |
1 This column represents the amount of total compensation reported for Steven E. Trager, the Chair/CEO, for each corresponding year in the “Total” column of the “Summary Compensation Table” of this proxy statement.
2 This column represents the amount of “compensation actually paid” to the Chair/CEO, as computed in accordance with Item 402(v). The amounts do not reflect the actual amount of compensation earned by or paid to the Chair/CEO during the applicable year. In accordance with the requirements of Item 402(v), as outlined in the following table, no adjustments were made to the Chair/CEO’s total compensation for each year to determine the compensation actually paid:
| | | | | |
|---|---|---|---|---|
| · Reported Value · · | ||||
| | | of Equity Awards | Adjusted | |
| | Reported Summary | from Summary | Value of | |
| | Compensation | Compensation | Equity | Compensation |
| | Table Total (a) | Table (b) | (c) | Actually Paid |
| Year | ($) | ($) | ($) | ($) |
| | | | | |
| 2023 | 736,387 | - | - | 736,387 |
| (a) | This column represents the amount reported for the Chair/CEO for fiscal year 2023 in the “Total” column of the Summary Compensation Table. Please refer to the “Summary Compensation Table” section of this proxy statement. |
| (b) | This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year which was $0 for the Chair/CEO. The Company does not provide a pension or above market or preferential earnings on deferred compensation that is not tax qualified to the NEOs or any of the Company’s associates. |
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|---|---|
| 2024 PROXY STATEMENT | 59 |
| (c) | This column represents an adjusted amount of the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for fiscal year 2023 (the “Subject Year”). For the Subject Year, this adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the Chair/CEO to arrive at “compensation actually paid” to the Chair/CEO for that Subject Year. This adjusted amount is determined by subtracting the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the Subject Year and the addition (or subtraction, as applicable) of the following for that Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The Chair/CEO did not have any outstanding “Stock Awards” or “Option Awards” during the Subject Year. |
3 This column represents the average of the amounts reported for the NEOs as a group (excluding the Chair/CEO) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the “Summary Compensation Table” section of this proxy statement for the applicable year. The names and titles of each of the NEOs (excluding the Chair/CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and, Jeffrey A. Starke, CIOO, and (ii) for 2022, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and, John T. Rippy, Chief Risk Officer; (iii) for 2021, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and Juan M. Montano, the Chief Mortgage Banking Officer (the “CMBO”); and (iv) for 2020, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and Juan M. Montano, CMBO.
4 This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding the Chair/CEO ), as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the Chair/CEO) during the Subject Year. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the NEOs as a group (excluding the Chair/CEO) for the Subject Year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):
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|---|---|---|---|---|
| | | | | |
| | | Average | | |
| | | Reported Value | | |
| | Average Reported | of Equity Awards | Average Adjusted | |
| | Summary | from Summary | Value of | |
| | Compensation | Compensation | Equity Awards | Compensation |
| | Table Total (a) | Table (b) | (c) | Actually Paid |
| Year | ($) | ($) | ($) | ($) |
| | | | | |
| 2023 | 908,421 | (261,937) | 817,273 | 1,463,757 |
| (a) | This column reflects the average of the amounts reported for the NEOs as a group (excluding the Chair/CEO) in the “Total” column of the Summary Compensation Table in fiscal year 2023. Please refer to the “Summary Compensation Table” section of this proxy statement. |
| (b) | This column represents the average of the total amounts reported for the NEOs as a group (excluding the Chair/CEO) in the “Stock Awards” and “Option Awards” columns for fiscal year 2023 in the Summary Compensation Table. Please refer to the “Summary Compensation Table” section of this proxy statement for the applicable year. |
| 60 | Republic Bancorp, Inc. |
| (c) | This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding the Chair/CEO) and includes: |
| a. | the change in the fair value of the cumulative unvested Company match of the stock equivalents through the Nonqualified Deferred Compensation Plan, as well as those amounts which vested during the respective year; and |
| b. | the change in fair value of the cumulative unvested equity awards and those that vested during the respective year, all of which were previously included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the Subject Year determined using the same methodology described above in Note 2(c). |
For the Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding the Chair/CEO) to arrive at “compensation actually paid” to each NEO (excluding the Chair/CEO) for the year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding the Chair/CEO) for the year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts added or subtracted to determine the adjusted average amount are as follows:
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|---|---|---|---|---|---|---|---|---|
| | | | | | | | Value of | |
| | | | | | | | Dividends or | |
| | | | | | | | other | |
| | | | | | | | Earnings Paid | |
| | | | | | | | on Stock or | |
| | | | Change | | | Fair Value | Option Awards | |
| | | | in Fair Value | Fair Value | | at the End | not Otherwise | |
| | | | of | as of | Change in | of the Prior | Reflected in | |
| | | | Outstanding | Vesting | Fair Value | Year of | Fair Value or | |
| | | | and | Date of | of Equity | Equity Awards | Total | |
| | | | Unvested | Equity | Awards | Granted in | Compensation | |
| | Value of Equity | Fair Value | Equity | Awards | Granted | Prior Year | in the | |
| | Awards from | of Equity | Awards at | Granted | in Prior | that Failed to | Summary | Adjusted |
| | Summary | Awards at FYE | FYE Granted | and | Years that | Meet Vesting | Compensation | Value of |
| | Compensation | Granted in | in Prior | Vested in | Vested in | Conditions | Table for the | Equity |
| | Table | the Year | Years | the Year | the Year | in the Year | Year | Awards |
| Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| | | | | | | | | |
| 2023 | 247,343 | 247,343 | 150,642 | - | 407,689 | - | 11,599 | 817,273 |
5 This column represents cumulative Company total shareholder return (“TSR”). TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2021, 2022, and 2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
6 This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the KBW NASDAQ Bank Index, a published industry index.
7 This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.
8 This column represents the amount ofgross operating profit (pre-tax net income) reflected in the Company’s audited financial statements for the applicable year.
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|---|---|
| 2024 PROXY STATEMENT | 61 |
Financial Performance Measures
As described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement, the most important metrics that the Company uses for both its long-term and short-term incentive awards are selected based on an objective of incentivizing the NEOs to increase the value of the Company’s business for its shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
| PEO | |
|---|---|
| Total Company Gross Operating Profit | |
| CEO/Bank, CFO, and CIOO | |
|---|---|
| Total Company Gross Operating Profit | |
| Company ranking versus peers on return on average assets (ROAA) | |
| Company ranking versus peers on efficiency ratios | |
| Pres/RPG | |
|---|---|
| RPG Gross Operating Profit | |
| Company ranking versus ROAA | |
| Company ranking versus peers on efficiency ratios | |
| 62 | Republic Bancorp, Inc. |
Analysis of the Information Presented in the Pay versus Performance Table
While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company does not specifically align the Company’s performance measures with compensation actually paid (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), the Company is providing the following descriptions of the relationships between the information presented in the Pay versus Performance table below.
Compensation Actually Paid and Cumulative TSR
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|---|---|
| 2024 PROXY STATEMENT | 63 |
*Compensation Actually Paid and Net Income
- As disclosed in the Company’s Report on Form 10-K for the year ended December 31, 2022, filed on March 3, 2023 (the “2022 10-K”), the Company’s net income for 2022 was positively impacted by the $13.2 million after-tax settlement, net of associated expenses, of its contract dispute and lawsuit with Green Dot Corporation for Green Dot Corporation’s failure to consummate the purchase of the Bank’s Tax Refund Solutions segment.
Compensation Actually Paid and Gross Operating Profit
| 64 | Republic Bancorp, Inc. |
** As disclosed in the 2022 10-K, the Company’s gross operating profit for 2022 was positively impacted by the $17.1 million pre-tax settlement, net of associated expenses, of its contract dispute and lawsuit with Green Dot Corporation for Green Dot Corporation’s failure to consummate the purchase of the Bank’s Tax Refund Solutions segment.
Company TSR vs. Peer Group TSR
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|---|---|
| 2024 PROXY STATEMENT | 65 |
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