Business Context and Reporting Period
Company: Community Trust Bancorp, Inc. (CTBI)
Filing Type: Form 8-K (Current Report)
Date of Report: January 27, 2026
Reporting Period: The filing addresses executive compensation actions taken on January 27, 2026, covering the 2025 performance year and establishing plans for the 2026 fiscal year.
Key Financial Metrics and Compensation Data
This filing does not report consolidated financial metrics such as revenue, net income, cash flow, or debt levels. It focuses exclusively on executive compensation adjustments and incentive plan structures.
2025 Performance-Based Compensation (Paid January 2026)
The company achieved the third-tier performance level for both the 2025 Senior Management Incentive Plan and the 2023 Executive Committee Long-Term Incentive Plan.
| Executive Officer | 2025 Cash Incentive Award | 2025 Long-Term Cash Award | Restricted Stock Granted (Shares) |
|---|---|---|---|
| Mark A. Gooch (CEO) | $543,750 | $196,650 | 2,481 |
| Kevin J. Stumbo (CFO) | $180,000 | $53,025 | 1,027 |
| Richard W. Newsom (EVP) | $176,850 | $54,600 | 1,009 |
| Ricky D. Sparkman (EVP) | $157,500 | $47,550 | 898 |
2026 Base Salary Adjustments
- Mark A. Gooch: $775,000
- Kevin J. Stumbo: $420,000
- Richard W. Newsom: $408,000
- Ricky D. Sparkman: $365,000
Note: James B. Draughn (EVP) retired effective January 31, 2025.
Material Changes and Plan Structures
The Board approved three new compensation plans for the year ending December 31, 2026:
- Senior Management Incentive Compensation Plan (2026):
- Metrics: Earnings Per Share (EPS) and Return on Average Assets (ROAA).
- Structure: Divided into three groups (CEO/Exec Committee, Market Presidents/CTIC Officers, Senior VPs).
- Cash Awards: Ranges from 3.75% to 100% of salary depending on the group and performance tier.
- Equity Awards: Stock options or restricted stock ranging from 2.25% to 23% of salary.
- Employee Incentive Compensation Plan (2026):
- Eligibility: Full-time employees not in other plans.
- Metrics: EPS and ROAA.
- Award Range: 3% to 5.5% of salary.
- Executive Committee Long-Term Incentive Plan (2026):
- Eligibility: Executive Committee members.
- Metrics: Cumulative net income over a three-year period.
- Award Range: 10% to 60% of salary for the CEO; 5% to 30% for other committee members.
Guidance, Outlook, and Risks
Performance Contingencies: All 2026 plans include "clawback" style protections where performance standards cannot be amended after the 90th day of the year to increase payouts. Additionally, minimum acceptable performance thresholds must be met for any awards to be paid, and maximum caps exist to prevent excessive payouts during windfall profits.
Restricted Stock Terms: Stock granted for 2025 performance vests ratably over four years. Accelerated vesting occurs upon death, disability (pro rata), or termination within 24 months of a change in control.
Outlook: The filing indicates strong 2025 performance (third-tier achievement) but provides no specific financial guidance or revenue forecasts for 2026.
Investor Verification Checklist
- Performance Metrics: Verify the specific EPS and ROAA targets set for 2026 in the attached exhibits (10.1, 10.2, 10.3) to assess payout probability.
- Equity Dilution: Monitor the impact of the 5,415 restricted shares granted to NEOs and future option grants on share count.
- Compensation Ratio: Compare the total 2025 cash and equity awards against the company's 2025 net income (found in the 10-K) to evaluate executive pay relative to performance.
- Change in Control Provisions: Review the specific definitions of "change in control" and termination events that trigger accelerated vesting of the 2025 restricted stock.