Business Context and Reporting Period
Company: Community Trust Bancorp, Inc. (CTBI)
Filing Type: Form 8-K (Current Report)
Date of Report: January 28, 2025
Reporting Period: The filing addresses executive compensation actions taken on January 28, 2025, covering performance for the year ended December 31, 2024, and establishing plans for the year ending December 31, 2025.
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 arrangements.
2024 Performance-Based Cash Awards Paid (January 2025)
| Executive Officer | 2024 Senior Management Plan ($) | 2022 Long-Term Plan ($) | Total Cash Award ($) |
|---|---|---|---|
| Mark A. Gooch (CEO) | 342,750 | 252,000 | 594,750 |
| Kevin J. Stumbo (CFO) | 110,400 | 68,000 | 178,400 |
| Richard W. Newsom (EVP) | 113,400 | 70,000 | 183,400 |
| James B. Draughn (EVP) | 107,100 | 66,000 | 173,100 |
| Ricky D. Sparkman (EVP) | 99,000 | 61,000 | 160,000 |
Restricted Stock Grants (2024 Performance)
| Executive Officer | Shares Granted |
|---|---|
| Mark A. Gooch | 2,561 |
| Kevin J. Stumbo | 1,031 |
| Richard W. Newsom | 1,059 |
| James B. Draughn | 1,000 |
| Ricky D. Sparkman | 925 |
2025 Base Salary Adjustments
- Mark A. Gooch: $725,000
- Kevin J. Stumbo: $400,000
- Richard W. Newsom: $393,000
- Ricky D. Sparkman: $350,000
Material Changes and Personnel Actions
- Executive Retirement: James B. Draughn (Executive Vice President) announced his retirement effective January 31, 2025.
- Compensation Plan Approval: The Board approved the 2025 Senior Management Incentive Compensation Plan, the 2025 Employee Incentive Compensation Plan, and the 2025 Executive Committee Long-Term Incentive Compensation Plan.
- Performance Achievement: The company achieved the required base level of performance for both the 2024 Senior Management Plan and the 2022 Long-Term Plan, triggering the cash and stock awards listed above.
Guidance, Outlook, and Risks
2025 Performance Metrics: Future incentive awards for 2025 will be determined by Earnings Per Share (EPS) and Return on Average Assets (ROAA). The filing does not provide specific numerical targets for these metrics.
Compensation Structure:
- Senior Management: Cash awards range from 25% to 100% of salary for the CEO and 15% to 60% for other executives. Stock options/restricted stock range from 10% to 23% of salary for the CEO.
- General Employees: Cash awards range from 2% to 4.5% of salary based on EPS and ROAA.
- Long-Term Incentives: Based on cumulative net income over a three-year period. CEO awards range from 10% to 60% of salary; other committee members range from 5% to 30%.
Risks and Contingencies:
- Plans may be amended or terminated by the Board at any time, though performance standards cannot be changed after the 90th day of the year to increase payouts.
- A minimum acceptable performance threshold exists beneath which no awards are paid.
- Maximum caps are in place to avoid excessive payouts during windfall profits.
Investor Verification Checklist
- Retirement Impact: Verify the succession plan for James B. Draughn following his January 31, 2025 retirement.
- Performance Targets: Review the attached exhibits (10.1, 10.2, 10.3) for specific EPS and ROAA targets required to trigger 2025 payouts, as these are not detailed in the summary text.
- Stock Valuation: Confirm the fair value of the restricted stock grants (2,561 shares to CEO) based on the stock price at the time of grant.
- Long-Term Plan Terms: Examine the three-year cumulative net income goals for the 2025 Executive Committee Long-Term Incentive Plan.