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
Proxy Statement Summary
The following is only a summary of highlights information about Republic Bancorp, Inc. and certain information contained elsewhere in this proxy statement, which has been prepared in connection with the Annual Meeting. This summary does not contain all the information that you should consider in voting your shares. You should read the entire proxy statement carefully before voting.
About Republic
Republic is a financial holding company headquartered in Louisville, Kentucky. Republic Bank & Trust Company (“Republic Bank” or the “Bank”) is a Kentucky-based, state-chartered nonmember financial institution that provides both traditional and non-traditional banking products. The Bank is a wholly-owned subsidiary of the Company.
Republic Bank offers its clients deposit products, including savings, checking, and money market accounts; individual retirement accounts (IRAs); and certificates of deposit (CDs). The Bank originates residential mortgage loans, home equity loans and lines, and consumer loans, as well as commercial real estate loans, commercial and industrial (C&I) loans, business loans and lines of credit, equipment leasing through its new Republic Bank Finance division, and warehouse lines of credit. The Bank also offers personal and business online banking at www.republicbank.com and mobile banking on its mobile apps for both iOS and Android devices.
Republic Bank Banking Center Locations
In 2023, Republic Bank expanded access for its clients with a net expansion of five new locations through the acquisition of CBank in Cincinnati, Ohio, and new banking center openings in Northern Kentucky and Tennessee. As of December 31, 2023, the Bank had 47 banking centers in communities within five metropolitan statistical areas (“MSAs”) across five states: 22 banking centers located within the Louisville/Jefferson County, Kentucky-Indiana MSA (the “Louisville MSA”) in Louisville, Prospect, Shelbyville, and Shepherdsville in Kentucky, and Floyds Knobs,
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| 2024 PROXY STATEMENT | 1 |
Jeffersonville, and New Albany in Indiana; six banking centers within the Lexington-Fayette, Kentucky MSA in Georgetown and Lexington in Kentucky; eight banking centers within the Cincinnati, Ohio-Kentucky-Indiana MSA in Cincinnati and West Chester in Ohio, and Bellevue, Covington, Crestview Hills, and Florence in Kentucky; seven banking centers within the Tampa-St. Petersburg-Clearwater, Florida MSA in Largo, New Port Richey, St. Petersburg, Seminole, and Tampa in Florida; and four banking centers within the Nashville-Davidson-Murfreesboro-Franklin, Tennessee MSA in Franklin, Murfreesboro, Nashville, and Spring Hill, Tennessee. In addition, Republic Bank Finance has one loan production office in St. Louis, Missouri.
In addition to full-service banking services offered in the Bank’s retail footprint, Republic also provides mortgage banking services and financial products to customers in select states across the U.S. Some financial products are offered also through the Company’s Republic Processing Group (“RPG”). Sponsorship of prepaid card products, small dollar credit programs, and payment processing are areas of the fintech ecosystem where RPG is active.
As of December 31, 2023, Republic had total assets of $6.6 billion, total deposits of $5.1 billion, and total shareholders’ equity of $913 million. Republic’s executive offices are located at 601 West Market Street, Louisville, Kentucky 40202.
Our Values
Republic’s values are built upon making anIMPACT for our clients, our associates, and the communities we serve. IMPACT is an acronym for the actions we do to fulfill our purpose.
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| Innovate for the Future | | Make it Easy | | Provide Exceptional Service | | Acknowledge & Celebrate Success | | Commit to Caring | | Thrive Together |
Our Beliefs
Our beliefs guide our actions to deliver on our purpose.
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| | We believe everyone needs to be able to easily access the financial services they need to achieve their goals. | | We believe in taking care of our associates and making it easier for them to take care of our clients. | |
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| | We believe in helping our communities more easily create equitable, inclusive, diverse, and sustainable environments. | | We believe the Company must be successful to more easily allow us to act on these other beliefs. | |
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Our Purpose: Republic exists to enable our clients, Company, associates, and the communities we serve to thrive.
Our Clients
Since its founding over 40 years ago, Republic has had an unwavering focus on customer service and satisfaction.
The Net Promoter Score® (“NPS®”) is one of the most widely used measures of customer satisfaction, utilized by hundreds of leading U.S. companies. Republic’s most recent NPS score, measured in Q3 2023, was 57.9, over two times the average NPS score for all banks measured in 20231. As important, this was a 31% increase from our score the previous year, showing the results of our constant efforts to provide industry-leading customer service.
Expanding Republic’s client base to communities that have been historically marginalized continues to be a priority for Republic. The Bank’s Community Loan Fund in Louisville, Kentucky and beyond, has provided small business clients nearly $4 million in funding and has promoted business development, expanded services, and job creation in low-to-moderate income communities. In 2023, the Bank also introduced its new Community and Multi-Cultural Banking Group that focuses on non-profits, minority-owned businesses, and developers who support underserved communities.
1 Qualtrics XM Institute Q3 2023 Consumer Benchmark Study. The score is not a percentage, but a figure resulting from a formula that weighs satisfied, neutral, and dissatisfied customers.
Our Company
Governance is an essential element of ensuring the Company, and our clients, associates and communities thrive.
| ● | Board Diversity – Each of the Republic Board of Directors (the “Board” or the “Board of Directors”) and the Republic Bank Board of Directors (the “Bank Board” or “Bank Board of Directors”) is a diverse group of esteemed professionals across a variety of industries. Their direction, advice, and voices represent broad viewpoints. |
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| ● | Fraud & Cybersecurity – The Company invests significant resources to prevent and combat fraud and cybersecurity issues, including robust processes and tools, annual associate and Board training and awareness, and regular assessments of our practices reported to the Risk Committee of the Board (the “Risk Committee”), which is tasked, in part, with overseeing operational risks, including cybersecurity, as well as the full Board. |
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| ● | Ethics and Compliance Hotline – Republic has established an independent hotline available 24 hours/day and 365 days/year for the anonymous reporting of ethics and compliance issues in such areas as discrimination, criminal misconduct, accounting or auditing matters, and security. Findings are investigated and reported to the Audit Committee of the Board (the “Audit Committee”). |
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| ● | Training – All associates are required to take specific functional, regulatory, and governance-related training. Talent Development assigns and monitors completion of these trainings. |
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| ● | Vendor Management – Republic Bank’s processes provide end-to-end oversight of vendor partnerships, from the evaluation of potential vendors, including intentional practices to expand the diversity of the Bank’s vendors, to the regular review of contracted vendors, and through to a vendor contract’s termination. |
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| 2024 PROXY STATEMENT | 3 |
Our Associates
We are taking significant actions to grow a more inclusive and diverse workplace through education, mentorship, and recruiting.
Republic Bank facilitates Business Resource Groups (“BRGs”) for its associates to foster inclusive and diverse education and learning opportunities, recruitment, and advice for Bank leadership on how the Bank conducts day-to-day and long-term business. Currently, there are six BRGs, with active participation and self-leadership by associates who identify, or ally, with the group. The BRGs include Conexion (Hispanic), Nia (Black), Pride (LGBTQ+), Women, Veterans, and Caregivers.
Republic Bank’s “Building Bridges” program provides associates the opportunity to pair with mentors or mentees to exchange valuable Bank and business leadership skills, and to make lasting connections in the company and beyond. Formal programming and training ensure participants get the most from their mentoring experiences and continue to grow both professionally and personally. Over 200 associates have benefited from the program as mentors or mentees.
In addition to health benefits, including medical, dental, vision, and Teladoc services, the Bank helps its associates thrive with programs, including hybrid and work-from-home opportunities; a 401(k) plan; an Employee Stock Purchase Plan providing discounted opportunities to share in Company ownership; college tuition reimbursement; and an Employee Assistance Program for individual and family mental health, wellness, and limited legal support.
Key to the Bank’s continued improvement and success are formal and informal listening programs such as the below that allow leadership to learn from associates at all levels – those who are closest to our clients, to their fellow associates, and to our communities.
| ● | An annual anonymous associate engagement survey has 90% associate participation and guides leadership on key planning and decision making. |
| ● | A CEO Council consisting of associates from throughout the organization meets regularly with our top executives and provides insight and ideas. |
| ● | A “Suggestions to the CEO” e-mail mailbox provides daily opportunities for associates at all levels to share their ideas. |
Our Communities
Republic recognizes the importance of making a lasting IMPACT, and that starts by strengthening the communities in which we live and work. As an organization, we devote time and funding to help support and build a foundation for the future.
| ● | In the last three years, over $7.7 million has been donated to more than 700 service organizations, and associates have performed nearly 21,000 hours of volunteer service in our communities. |
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| ● | During the same period, the Bank has made more than $320 million in community development loans for affordable housing, community services, and economic development and the revitalization and stabilization of underserved communities. |
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| ● | Over $212 million in non-conventional mortgage loans were made to nearly 1,800 low- to moderate-income families and individuals helping them achieve the American dream of homeownership in the last three years. |
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In 2023, Republic Bank began a multi-year relocation plan, bringing nearly 100 associates back to downtown Louisville from locations in Louisville’s East End. The move reflects the Bank’s commitment to creating a more vibrant downtown community in Louisville. “Republic Bank’s commitment to our downtown community is a prime example of the positive engagement we need with our businesses to become a more vibrant city,” said Louisville Mayor, Craig Greenberg. “We hope other businesses will follow suit and view downtown as a smart option for their long-term growth plans.”
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