ctbi2014proxy.htm
 



COMMUNITY TRUST BANCORP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 2014

 
The Annual Meeting of Shareholders of Community Trust Bancorp, Inc. (“CTBI”) will be held at Community Trust Bank, Inc., 346 North Mayo Trail, Pikeville, Kentucky, on Tuesday, April 29, 2014 at 10:00 a.m. EDT for the following purposes:

 
1.
To elect a Board of seven directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualify.

 
2.
To ratify and approve the appointment of BKD, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2014.

 
3.
To approve the advisory (nonbinding) resolution relating to executive compensation.

 
4.
To transact such other business as may properly come before the meeting or any adjournment thereof.

Only those holders of stock of record at the close of business on February 28, 2014 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

 
The Board of Directors recommends that you vote FOR each of the nominees for director, FOR the ratification and approval of the independent registered public accounting firm, and FOR the approval of the advisory (nonbinding) resolution relating to executive compensation, and that you grant discretion on such other business as may properly come before the meeting or any adjournment.

 
This year CTBI is furnishing all proxy materials, including the Proxy Card, to our shareholders via direct mail, except for shareholders who have previously elected to receive their documents via electronic delivery.  However, all of the proxy materials listed below may be obtained over the Internet at http://materials.proxyvote.com/204149:

●  
Notice of Annual Meeting of Shareholders
●  
CTBI’s Proxy Statement
●  
CTBI’s 2013 Annual Report to Shareholders
●  
Form of Proxy
 
Shareholders are cordially invited to attend the Annual Meeting of Shareholders. You may obtain directions to the meeting location by calling our Investor Relations Department toll-free at (800) 422-1090.  We hope you will attend the meeting and vote your shares in person.


By Order of the Board of Directors

 
 



/s/ Jean R. Hale
Jean R. Hale
Chairman of the Board,
President and Chief Executive Officer

Pikeville, Kentucky
April 3, 2014

IMPORTANT

 
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SUBMIT A PROXY.  IN THE EVENT YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT ANY TIME BEFORE YOUR PROXY IS EXERCISED.
 

 
 
 
 
 

 
Community Trust Bancorp, Inc.
346 North Mayo Trail
Pikeville, Kentucky 41501

PROXY STATEMENT

Annual Meeting of Shareholders
to be held April 29, 2014


INTRODUCTION

 
This Proxy Statement and accompanying proxy are furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of CTBI for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 29, 2014, at 10:00 a.m. (EDT), at Community Trust Bank, Inc., 346 North Mayo Trail, Pikeville, Kentucky, and any adjournments thereof.  A copy of CTBI's 2013 Annual Report to Shareholders accompanies this Proxy Statement.
 
In accordance with rules adopted by the U.S. Securities and Exchange Commission (“SEC”), our proxy materials may also be accessed on the Internet at http://materials.proxyvote.com/204149.  The cost of solicitation of proxies will be borne by CTBI.  In addition to the use of the mail, proxies may be solicited in person, by telephone and other means of communication by directors, officers, and other employees of CTBI, none of whom will receive additional compensation for such services.  CTBI will also request brokerage houses, custodians, and nominees to forward soliciting materials to the beneficial owners of stock held of record by them and will pay the reasonable expenses of such persons for forwarding such materials.  This Proxy Statement and the accompanying proxy are first being mailed or given to shareholders of CTBI on or about April 3, 2014.


RECORD DATE AND VOTING SECURITIES
 
The Common Stock of CTBI (“Common Stock”) is the only class of outstanding voting securities.  Only holders of Common Stock of record at the close of business on February 28, 2014 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.  At the Record Date, there were 15,831,847 shares of Common Stock outstanding.  With respect to the election of directors, shareholders have cumulative voting rights.  Accordingly, each shareholder will have the right to cast as many votes in the aggregate as equals the number of shares of Common Stock held by the shareholder multiplied by the number of directors to be elected at the Annual Meeting.  Each shareholder may cast all of his or her votes for one candidate or distribute such votes among two or more candidates.  Shareholders will be entitled to one vote for each share of Common Stock held of record on the Record Date with regard to all proposals and other matters that properly come before the Annual Meeting or any adjournment thereof.
 
Each proxy, unless the shareholder otherwise specifies, will be voted in favor of the election of the seven nominees for director named herein, the approval of the appointment of BKD, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2014, and the approval of the advisory (nonbinding) resolution relating to executive compensation.  Where a shareholder has appropriately specified how the proxy is to be voted, it will be voted accordingly.  As to any other matter which may properly be brought before the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the proxy.  Shareholders may vote by mail, by telephone, or over the Internet by following the instructions on the Proxy Card.  A shareholder may revoke his or her proxy at any time prior to its exercise.  Revocation may be effected by written notice to CTBI, by a subsequently dated proxy received by CTBI, by oral revocation in person at the Annual Meeting or any adjournment thereof, or by voting in person at the Annual Meeting or any adjournment thereof.
 
A majority of the outstanding shares present in person or by proxy is required to constitute a quorum to transact business at the Annual Meeting.  Abstentions will be treated as present for purposes of determining a quorum, but as unvoted shares for purposes of determining the approval of any matter submitted to the shareholders for a vote.  If a broker indicates that it does not have discretionary authority as to certain shares to vote on a particular matter, such shares will not be considered as present and entitled to vote with respect to such matter.  At the Annual Meeting, brokers and other nominees will not have discretionary authority with respect to election of directors or approval of the advisory nonbinding resolution relating to executive compensation.  Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to such proposals.


PRINCIPAL SHAREHOLDERS

The following table sets forth information as to each shareholder known by CTBI to beneficially own more than five percent of the Common Stock as of the Record Date.

Beneficial Owner
Amount and Nature
Percent
Name and Address
of Beneficial Ownership
of Class
Community Trust and Investment Company
1,630,158 (1)
10.3%
As Fiduciary
    
100 East Vine St., Suite 400
    
Lexington, Kentucky  40507
    
     
BlackRock Inc.
923,345 (2)
5.8%
40 East 52nd Street
    
New York, NY  10022
    

(1)  
The shares indicated are held by Community Trust and Investment Company, a subsidiary of CTBI, in fiduciary capacities as trustee, executor, agent, or otherwise.  Of the shares indicated, Community Trust and Investment Company has sole voting rights with respect to 1,163,750 shares and no voting rights with respect to 466,408 shares.  Community Trust and Investment Company has sole investment authority with respect to 411,520 shares and shared investment authority with respect to 84,478 shares; 687,224 shares are held by CTBI’s Employee Stock Ownership Plan (“ESOP”) and 446,936 shares are held by the 401(k) Plan. Each participant for whom shares are maintained in his or her Plan account is entitled to direct the Trustee as to the manner in which voting rights will be exercised with respect to such shares. The Trustee will vote in its discretion all unallocated shares and all shares for which no voting instructions are timely received.

(2)  
This information is taken from a Schedule 13G/A filed January 28, 2014 with respect to holdings of BlackRock Inc. subsidiaries as of December 31, 2013.  The Schedule 13G/A reports sole voting power with respect to 863,280 shares and sole investment power with respect to 923,345 shares.


ELECTION OF DIRECTORS

 
CTBI’s directors are elected at each Annual Meeting of Shareholders and hold office until the next election of directors or until their successors are duly elected and qualify.  The persons named below, all of whom currently serve as directors of CTBI, have been nominated for election to serve until the next Annual Meeting of Shareholders.

Charles J. Baird
Nick Carter
Jean R. Hale
James E. McGhee II
M. Lynn Parrish
Dr. James R. Ramsey
Anthony W. St. Charles
 
Unless authority to do so is withheld, it is the intention of the persons named in the proxy to vote for the election of each of the nominees listed above.  All nominees have indicated a willingness to serve and CTBI does not anticipate that any of the above nominees will decline or be unable to serve if elected as a director.  However, in the event that one or more of such nominees is unable, unwilling, or unavailable to serve, the persons named in the proxy shall have authority, according to their judgment, to vote for such substitute nominees as they, after consultation with CTBI’s Board of Directors, shall determine.  If considered desirable, cumulative voting will be exercised by the persons named in the proxy to elect as many of such nominees as possible.
 
The Nominating and Corporate Governance Committee assists the Board in identifying qualified persons to serve as directors of CTBI.  The Committee will evaluate proposed director nominees, including incumbent directors, prior to recommending re-nomination.  The Nominating and Corporate Governance Committee selects as candidates for nomination individuals of high personal and professional integrity and ability who can contribute to the Board’s collective effectiveness in serving the interests of CTBI’s shareholders.  Maturity of judgment and community leadership are considered strengths for Board members.  Although the Committee does not utilize a specific or formulaic diversity policy or requirement, it does consider the make-up of the Board as a whole and favorably views Board diversity with respect to the following attributes:  professional and life experience, education, skills, age, race, and gender.
 
Each of the above-listed nominees has been identified as possessing good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics.  Each nominee also brings a strong and varied background and set of skills to the Board of Directors, giving the Board, as a whole, competence and experience in a range of areas.
 
The Nominating and Corporate Governance Committee will consider candidates nominated by shareholders.  The Nominating and Corporate Governance Committee will evaluate candidates recommended by shareholders on the same basis as it evaluates any other properly recommended nominee.  Shareholders who desire to recommend a candidate for election at the next Annual Meeting of Shareholders should submit the name of the candidate and information concerning the qualifications of the candidate by mail to the Nominating and Corporate Governance Committee at CTBI’s address on or before February 17, 2015.

 
INFORMATION ABOUT DIRECTORS

The age (as of February 28, 2014), business experience, and position of each of the directors currently serving are as follows:

 
Charles J. Baird, age 64, was appointed to the Board in 1987.  He currently serves as Chairman of the Board’s Corporate Retirement and Employee Benefit Committee and as Vice Chairman of the Board’s Executive Committee.  Mr. Baird has been an attorney with Baird and Baird, PSC since 1975.  He became President of Baird and Baird, PSC in 2009.  In addition to his 38 years of legal and management experience, he has attended seminars on banking law, corporate finance, and numerous legal matters, has been involved in numerous significant acquisitions during his legal career, and has been a director of many organizations over the years.  Mr. Baird is currently Chairman of the Eastern Kentucky Exposition Center and Coal Operators and Associates, Inc.  He was a member of the Workers’ Compensation Board Nominating Commission of Kentucky from 1987 until 2010, serving as Chairman for 10 years, and resumed service as a member from 2013 to present.  Mr. Baird also serves as a director of Community Trust and Investment Company, a subsidiary of CTBI.
 
Nick Carter, age 67, was appointed to the Board in 2008.  He currently serves as Chairman of the Board’s Compensation Committee and as a member of the Audit and Asset Quality Committee and the Risk and Compliance Committee.  Mr. Carter has been President and COO of Natural Resource Partners L.P. (a coal, mineral, and aggregate reserve ownership business) and its subsidiaries (NYSE:NRP) since 2002.  For twelve years prior to joining Natural Resource Partners, Mr. Carter managed a $120 million private coal landholding company with operations in five states.  Mr. Carter attends and speaks at several investor conferences each year and has attended numerous conferences and seminars relating to business management and legal matters.  Mr. Carter is currently Chairman of the National Council of Coal Lessors and a director of Vigo Coal Company, and he is a former director of the National Bank of Hustonville.  Mr. Carter also serves as a director of Community Trust and Investment Company.
 
Jean R. Hale, age 67, was appointed to the Board in 1993 and was elected Chairman in 2004.  She currently serves as Chairman of the Board’s Executive Committee and as a member of the Corporate Retirement and Employee Benefit Committee.  Ms. Hale has been employed by CTBI since 1969 and held various positions within the company, primarily in the lending area, serving as Executive Vice President and Senior Lender, Senior Vice President/Commercial Lending, and Vice President/Consumer Lending, as well as serving as Compliance and CRA Officer, prior to becoming President and CEO of Community Trust Bank, Inc., CTBI’s lead subsidiary, in 1993 and President and CEO of CTBI in 1999.  She is Chairman of the Board of the Kentucky Economic Development Finance Authority and a member of the Kentucky Economic Development Partnership Board, the Commonwealth Seed Capital, LLC Board, University of Pikeville Board of Trustees, and the ARH Foundation Board.  Ms. Hale also serves as Chairman of the Board of Community Trust Bank, Inc. and Community Trust and Investment Company.
 
James E. McGhee II, age 56, was appointed to the Board in 2005.  He currently serves as Chairman of the Board’s Risk and Compliance Committee, as Vice Chairman of the Corporate Retirement and Employee Benefit Committee, and as a member of the Nominating and Corporate Governance Committee, the Executive Committee, and the Audit and Asset Quality Committee.  Mr. McGhee was an executive officer of Mountain Valley Explosives from 1995 until 2006 at which time he sold the company and formed Three JC Investments.  Over the years, Mr. McGhee has started several small businesses involving property and energy.  He also served as Executive Director of Dyno Explosives Distributors Association.  In addition to Mr. McGhee’s business management experience, he has attended several business related safety, sales, and management seminars and an accounting for non-accountants seminar.
 
M. Lynn Parrish, age 64, was appointed to the Board in 1993.  He currently serves as the lead independent director of the Board, Chairman of the Board’s Nominating and Corporate Governance Committee, Vice Chairman of the Audit and Asset Quality Committee, and a member of the Executive Committee, the Risk and Compliance Committee, and the Compensation Committee.  Mr. Parrish has been President of Marwood Land Company since 1992.  He co-founded Coal-Mac, Inc., an independent coal company, in 1978 and served as its president until 1992.  In 1993, he co-founded Knott Floyd Land Company, Inc., another independent coal company, and served as its chairman of the board and president until 2006.  Mr. Parrish has served on several boards of directors over the years and is currently a board member of the Kentucky Chamber of Commerce, Coal Operators and Associates, Inc., CEDAR, Inc., and the University of Pikeville, among others.
 
Dr. James R. Ramsey, age 65, was appointed to the Board in 2003.  He currently serves as Chairman of the Board’s Audit and Asset Quality Committee.  Dr. Ramsey has been President of the University of Louisville since 2002.  Prior to becoming President of the University of Louisville, Dr. Ramsey held various positions, including State Budget Director and Interim Commissioner of the Office of the New Economy for the Commonwealth of Kentucky and Vice President of Finance and Administration of the University of North Carolina and Western Kentucky University.  Dr. Ramsey has an extensive resume of financial and economic experience.  He has served as a director of Texas Roadhouse, Inc. (NASDAQGS:TXRH) since 2004.  He also served as trustee of Churchill Tax Free Fund of Kentucky from 1987 to 2013 and Narragansett Tax Free Bond Fund, Rhode Island from 2004 to 2013, and upon the merger of these funds with three other single state tax-free mutual funds—Colorado, Utah, and Arizona, he currently serves as trustee of the newly created Aquila Municipal Trust.  Dr. Ramsey currently serves on the Audit and Compensation Committees of Texas Roadhouse, Inc.  He is also an advisory director of LG&E.
 
Anthony W. St. Charles, age 55, was appointed to the Board in 2010.  He currently serves on the Board’s Audit and Asset Quality Committee, Corporate Retirement and Employee Benefit Committee, Risk and Compliance Committee, and Compensation Committee.  Mr. St. Charles is the President and Chief Executive Officer of The St. Charles Group, LLC of Cincinnati, Ohio.  Mr. St. Charles has provided consulting services and subject matter expertise to financial institutions and technology companies in the United States and Europe for the past seventeen years.  Prior to the formation of his own company, Mr. St. Charles was involved in Sales and Consulting with the Unisys Corporation for five years and held officer level positions with U.S. Bank for fourteen years.

 
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Directors

 
Amount and
    
 
Nature of
    
 
Beneficial
  
Percent
Name
Ownership
(1)
of Class
       
Charles J. Baird
221,054
(3)
1.4%
       
Nick Carter
5,000
  
(2)
       
Jean R. Hale
223,623
(4)
1.4%
       
James E. McGhee II
21,488
  
(2)
       
M. Lynn Parrish
158,402
(5)
1.0%
       
Dr. James R. Ramsey
8,750
  
(2)
       
Anthony W. St. Charles
6,272
  
(2)
       
All directors and executive officers as a group
(16 in number including the above named individuals)
865,853
(6)
5.5%

 (1)
Under the rules of the Securities and Exchange Commission, a person is deemed to beneficially own a security if the person has or shares the power to vote or direct the voting of such security or the power to dispose or to direct the disposition of such security.  A person is also deemed to beneficially own any shares of which that person has the right to acquire beneficial ownership within sixty days.  Shares of Common Stock subject to options exercisable within sixty days are deemed outstanding for computing the percentage of class of the person holding such options but are not deemed outstanding for computing the percentage of class for any other person.  Unless otherwise indicated, the named persons have sole voting and investment power with respect to shares held by them.

(2)
Less than 1 percent.

(3)
Includes 5,649 shares held as trustee under various trust agreements established by Mr. Baird’s mother, Florane J. Baird, for her grandchildren, 180,000 shares held as trustee of the Bryan M. Johnson Testamentary Trust FBO Rosemary Dean, 28,000 shares held as trustee of the Carolyn A. Baird Family Trust, 200 shares held as trustee under various trust agreements established for Mr. Baird’s grandchildren, and 205 shares held by Mr. Baird’s wife, over which Mr. Baird has no voting or investment power.

(4)
Includes 36,963 shares which Ms. Hale may acquire pursuant to options exercisable within sixty days of the Record Date, 15,713 restricted shares awarded under CTBI’s stock ownership plans, 17,273 shares held in the ESOP, and 57,718 shares held in the 401(k) Plan which Ms. Hale has the power to vote.

(5)
Includes 103,451 shares held by Mr. Parrish’s wife, Jessica J. Parrish, as trustee of the Trust under the M. Lynn Parrish 2006 GRAT over which Mr. Parrish has no voting or investment power.

(6)
Includes 96,282 shares which may be acquired by all directors and executive officers as a group pursuant to options exercisable within sixty days of the Record Date.
 
Executive Officers

The following persons are executive officers of Community Trust Bancorp, Inc. as of the Record Date.  They are not nominated to serve as directors.  Their security ownership as of the Record Date is as follows:

Name
Position
Amount and Nature of Beneficial Ownership
  
Percent
of Class
James B. Draughn
Executive Vice President
28,530
(2)
  
(1)
           
James J. Gartner
Executive Vice President
13,012
(3)
  
(1)
           
Mark A. Gooch
Executive Vice President and Secretary
68,947
(4)
  
(1)
           
D. Andrew Jones
Executive Vice President
10,831
(5)
  
(1)
           
Larry W. Jones
Executive Vice President
22,360
(6)
  
(1)
           
Richard W. Newsom
Executive Vice President
28,013
(7)
  
(1)
         
Ricky D. Sparkman
Executive Vice President
17,120
(8)
  
(1)
           
Kevin J. Stumbo
Executive Vice President, CFO and Treasurer
27,841
(9)
  
(1)
           
Andy D. Waters
Executive Vice President
4,610
(10)
  
(1)

(1)
Less than 1 percent.

(2)
Includes 4,814 shares which Mr. Draughn may acquire pursuant to options exercisable within sixty days of the Record Date, 5,761 restricted shares awarded under CTBI’s stock ownership plans,  6,812 shares held in the ESOP, and 9,774 shares held in the 401(k) Plan which Mr. Draughn has the power to vote.

(3)
Includes 4,734 shares which Mr. Gartner may acquire pursuant to options exercisable within sixty days of the Record Date, 5,534 restricted shares awarded under CTBI’s stock ownership plans, 228 shares held in the ESOP, and 108 shares held in the 401(k) Plan which Mr. Gartner has the power to vote.

(4)
Includes 28,501 shares which Mr. Gooch may acquire pursuant to options exercisable within sixty days of the Record Date, 10,867 restricted shares awarded under CTBI’s stock ownership plans,  11,654 shares held in the ESOP, and 13,198 shares held in the 401(k) Plan which Mr. Gooch has the power to vote.

(5)
Includes 1,125 shares which Mr. Andrew Jones may acquire pursuant to options exercisable within sixty days of the Record Date, 2,020 restricted shares awarded under CTBI’s stock ownership plans, 5,656 shares held in the ESOP, and 1,566 shares held in the 401(k) Plan which Mr. Jones has the power to vote.

(6)
Includes 12,010 shares which Mr. Larry Jones may acquire pursuant to options exercisable within sixty days of the Record Date, 5,957 restricted shares awarded under CTBI’s stock ownership plans, and 2,685 shares held in the ESOP which Mr. Jones has the power to vote.

(7)
Includes 5,516 restricted shares awarded under CTBI’s stock ownership plans, 8,340 shares held in the ESOP, and 11,723 shares held in the 401(k) Plan which Mr. Newsom has the power to vote.

(8)
Includes 5,516 restricted shares awarded under CTBI’s stock ownership plans, 5,085 shares held in the ESOP, 4,228 shares held in the 401(k) Plan which Mr. Sparkman has the power to vote, and 166 shares held in an individual retirement account.

(9)
Includes 7,935 shares which Mr. Stumbo may acquire pursuant to options exercisable within sixty days of the Record Date, 5,556 restricted shares awarded under CTBI’s stock ownership plans, 5,609 shares held in the ESOP, and 7,919 shares held in the 401(k) Plan which Mr. Stumbo has the power to vote.

(10)
Includes 1,865 restricted shares awarded under CTBI’s stock ownership plans, 2,165 shares held in the ESOP which Mr. Waters has the power to vote, and 200 shares held in an individual retirement account.
 
 
DIRECTORS' COMPENSATION
 
Directors of CTBI, excluding the Chairman of the Audit Committee, the Chairman of the Risk and Compliance Committee, and the Chairman of the Compensation Committee, who are not also officers of CTBI, were paid $6,250 per quarter for 2013, plus $600 for any committee meeting attended the day prior to regularly scheduled quarterly Board meetings.  The Chairman of the Audit Committee was paid $8,750 per quarter.  The Chairman of the Risk and Compliance Committee and the Chairman of the Compensation Committee were each paid $7,500 per quarter for 2013.  Directors are paid $100 for special committee meetings by telephone and $300 for other committee meetings held on days other than the day prior to regularly scheduled quarterly Board meetings.  Directors who are also officers of CTBI did not receive additional compensation for serving as a director.  No option awards, stock awards, retirement benefits, or other benefits are provided to directors of CTBI.  The following table shows the total fees paid in 2013 to each director.

Director
2013 Fees Paid
  
Charles J. Baird
$25,100
  
     
Nick Carter
31,900
  
     
Jean R. Hale
0
  (1)
     
James E. McGhee II
31,500
  
     
M. Lynn Parrish
27,000
  
     
Dr. James R. Ramsey
36,600
  
     
Anthony W. St. Charles
27,000
  
     
Total
$179,100
  

(1)  
As an officer of CTBI, Ms. Hale does not receive directors’ fees.

For information concerning director compensation for 2014, see the Role of the Compensation Committee section of the Compensation Discussion and Analysis.


CORPORATE GOVERNANCE
 
The Board of Directors has determined that the following five of CTBI’s seven directors are “independent” as defined by applicable law and NASDAQ listing standards: Nick Carter, James E. McGhee II, M. Lynn Parrish, Dr. James R. Ramsey, and Anthony W. St. Charles.  The independent directors have no relationships with CTBI or its independent auditors other than immaterial relationships which were therefore not considered by the Board in confirming independence.  Mr. Parrish has been selected by the Board of Directors as the “lead independent director.”
 
The lead independent director presides over executive sessions of the Board and acts as the liaison between independent directors and the Chairman of the Board.  The lead independent director also provides input to the Chairman of the Board concerning the agendas for Board meetings and performs other duties as assigned by the Board from time to time.
 
The leadership structure of the Board consists of a combined Chairman and Chief Executive Officer position, which has been held by Ms. Hale since 2004.  The Board believes that a unified Chief Executive Officer and Chairman is appropriate and in the best interests of CTBI and its shareholders.  The Board believes that combining these roles provides the following advantages:
The lead independent director serves an important corporate governance function by providing separate leadership for the non-management and independent directors. The Board makes the determination of the appropriate leadership structure based on current circumstances.  The Board also believes that the solid and profitable performance of CTBI under Ms. Hale’s direction, particularly in light of the recent financial crisis, demonstrates the effectiveness of CTBI’s leadership structure.  Ms. Hale is the direct link between executive management and the Board, and as a banking professional with more than 40 years of industry experience, she provides critical insight and perception to the Board, as well as feedback to executive management, through her understanding of the issues at hand.

During 2013, the Board held four executive sessions, under the guidelines for executive sessions prescribed in the Corporate Governance Guidelines, which included only non-management directors.
 
Corporate Governance Guidelines and the Code of Business Conduct and Ethics adopted by the Board may be found on CTBI’s website at www.ctbi.com.  The Code of Business Conduct and Ethics governs the actions of CTBI’s directors, officers, and employees.  The Code is reviewed by the Nominating and Corporate Governance Committee and approved by the Board.

Shareholders may communicate directly with the Board of Directors by sending a written communication addressed to the Chairman of the Board of Directors at CTBI’s address.
 
The Board of Directors held six meetings during the 2013 fiscal year, including the annual organizational meeting.  Each director attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which such director served in 2013.  It is the Board’s policy that directors should attend each Annual Meeting of Shareholders subject to a substantial personal or business conflict.  All of CTBI’s directors attended the 2013 Annual Meeting of Shareholders.  The Board has the following committees: Audit and Asset Quality Committee, Compensation Committee, Executive Committee, Nominating and Corporate Governance Committee, Risk and Compliance Committee, and Corporate Retirement and Employee Benefit Committee.
 
The Audit and Asset Quality Committee (the “Audit Committee”) Charter, which is subject to annual review, was last reviewed and approved in January 2014 and may be found on CTBI’s website at www.ctbi.com.  The Audit Committee consists of Dr. James R. Ramsey (Chairman), M. Lynn Parrish (Vice Chairman), Nick Carter, James E. McGhee II, and Anthony W. St. Charles, all of whom meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the NASDAQ listing standards.  The Board of Directors has determined that none of the Audit Committee members has a relationship to CTBI that may interfere with his independence from CTBI and its management. The Board has determined that Dr. James R. Ramsey is an audit committee financial expert for CTBI and is independent as described above.  For further information regarding the Audit Committee, please see the Report of the Audit and Asset Quality Committee below.
 
The Compensation Committee consists of Nick Carter (Chairman), M. Lynn Parrish (Vice Chairman), and Anthony W. St. Charles, all of whom meet the applicable independence standards.  The Compensation Committee Charter can be found on CTBI’s website at www.ctbi.com.  The Compensation Committee met six times during 2013.  See the Role of the Compensation Committee section of the Compensation Discussion and Analysis for more information.
 
The Nominating and Corporate Governance Committee consists of M. Lynn Parrish (Chairman) and James E. McGhee II (Vice Chairman); both meet the applicable independence standards.  The Nominating and Corporate Governance Committee Charter can also be found on CTBI’s website at www.ctbi.com.  The Nominating and Corporate Governance Committee: (i) evaluates and recommends nominee directors for election to the Board and appointment to committee membership and (ii) develops and recommends to the Board policies and guidelines relating to corporate governance and the identification and nomination of directors and committee members.  This committee is also responsible for the annual review of the Board’s performance as a whole, each committee’s performance as a whole, each individual director’s performance, and the annual review of CTBI’s succession plans for its Chief Executive Officer and other executive officers.  Each of our directors is evaluated annually on the basis of personal characteristics, financial literacy, mature confidence, high performance standards, and core competencies.  The Nominating and Corporate Governance Committee met twice in 2013.  See Election of Directors for more information.
 
The Risk and Compliance Committee consists of James E. McGhee II (Chairman), Nick Carter, M. Lynn Parrish, and Anthony W. St. Charles, all of whom meet the applicable independence standards.  The Risk and Compliance Committee Charter may be found on CTBI’s website at www.ctbi.com.  The Risk and Compliance Committee: (i) oversees management’s compliance with all of CTBI’s regulatory obligations arising under applicable federal and state banking and financial institutions laws, rules, and regulations and (ii) oversees management’s implementation and enforcement of CTBI’s risk management policies and procedures.  On a quarterly basis, CTBI’s Chief Internal Audit/Risk Officer provides a comprehensive risk report to the Risk and Compliance Committee.  The Risk and Compliance Committee met four times during 2013.
 
Under our Corporate Governance Guidelines, the Board is charged with providing oversight of our risk management processes. The Audit Committee and the Risk and Compliance Committee are primarily responsible for overseeing our risk management function on behalf of the Board.  In carrying out its responsibilities, the Audit and Risk and Compliance Committees work closely with our Chief Risk Officer and other members of our enterprise-wide risk management team.  Risk is inherent with every business, and how well a business manages risk can ultimately determine its success.  We face a number of risks, including general economic risks, credit risks, regulatory risks, audit risks, reputational risks and others, such as the impact of competition.  Management is responsible for the day-to-day management of risks CTBI faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management.  In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
 
While the full Board of Directors is charged with ultimate oversight responsibility for risk management, various committees of the Board and members of management also have responsibilities with respect to our risk oversight.  The Audit Committee plays a large role in monitoring and assessing our financial, legal, and organizational risks.  CTBI utilizes an enterprise-wide risk management (“EWRM”) process designed to provide the Board and management with the capabilities needed to identify, assess, and manage the full spectrum of risks inherent to our industry.  While business unit managers are primarily responsible for managing risk inherent in their areas of responsibility, CTBI has established a risk management governance structure to establish policies, monitor adherence to the policies, and manage the overall risk profile of CTBI.  CTBI’s EWRM program is not intended to replace normal risk management activities conducted by the business unit managers.  The EWRM program is designed to provide a portfolio view of risks across the entire enterprise.
 
As an integral part of the risk management process, management has established various committees consisting of senior executives and others within CTBI.  The purpose of these committees is to closely monitor risks and ensure that adequate risk management practices exist within their respective areas of authority.  Some of the principal committees include the Asset/Liability Management (ALCO) Committee, the Loan Portfolio Risk Management Committee, the Senior Credit Committee, the Information Technology Steering Committee, and various compliance-related committees.  Overlapping membership of these committees by senior executives and others helps provide a unified view of risk on an enterprise-wide basis.  To facilitate an enterprise-wide view of CTBI’s risk profile and coordinate the enterprise risk management governance process, a Chief Risk Officer has been appointed, who oversees the process and reports on CTBI’s risk profile.  Additionally, risk champions are assigned for various areas.  The risk champions facilitate implementation of the enterprise risk management and governance process across CTBI.  The Risk and Compliance Committee oversees and supports the EWRM process.  The Board of Directors, through its Risk and Compliance Committee, has overall responsibility for oversight of CTBI’s enterprise risk management governance process.  The Risk and Compliance Committee monitors and assesses regular reports from the management team’s EWRM Committee regarding comprehensive organizational risk as well as particular areas of concern.  In addition, the Nominating Committee considers risks related to succession planning.  The Compensation Committee considers risks related to the attraction and retention of critical employees and risks relating to CTBI’s compensation programs and contractual employee arrangements and oversees incentives that encourage a level of risk-taking consistent with our overall strategy.  The Compensation Committee reviews compensation and benefit plans affecting employees in addition to those applicable to executive officers. 


REPORT OF THE AUDIT AND ASSET QUALITY COMMITTEE
 
The Audit and Asset Quality Committee (the “Audit Committee”) oversees the financial reporting process of CTBI on behalf of the Board of Directors.  All directors who serve on the Audit Committee meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the NASDAQ listing standards.  The Audit Committee monitors the integrity of CTBI’s financial statements, the qualifications and independence of CTBI’s independent registered public accounting firm (“independent auditor”), the performance of CTBI’s internal audit function, CTBI’s system of internal controls, financial reporting, and disclosure controls, and compliance with the Corporate Governance Guidelines and Code of Business Conduct and Ethics.  The Audit Committee has established procedures for the confidential, anonymous submission of concerns about accounting matters, internal controls, and auditing matters.  Management has the responsibility for the preparation of CTBI’s consolidated financial statements and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting.  The independent auditor has the responsibility for the examination of those consolidated financial statements.
 
The Audit Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality, not just the acceptability, of CTBI’s accounting principles and such other matters as are required to be discussed with the Audit Committee under auditing standards generally accepted in the United States of America.  Additionally, the Audit Committee’s review included discussion with CTBI’s independent auditor of matters required to be discussed pursuant to the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 (“AS 16”) and Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the PCAOB in Rule 3200T.  AS 16 requires CTBI’s independent auditor to provide the Audit Committee with additional information regarding the scope and results of its audit of CTBI’s financial statements, including with respect to: (i) its responsibility under audit standards performed in accordance with standards of the PCAOB (United States), (ii) qualitative aspects of significant accounting policies and practices, (iii) management judgments and critical estimates, (iv) significant unusual transactions, (v) any significant audit adjustments, (vi) evaluation of the quality of financial reporting, (vii) other information in documents containing audited financial statements, (viii) any disagreements with management, (ix) significant issues discussed with management, and (x) any difficulties encountered in performing the audit.
 
The Audit Committee received from BKD, LLP a letter providing the disclosures required by applicable requirements of the PCAOB, with respect to any relationships between BKD, LLP and CTBI that, in its professional judgment, may reasonably be thought to bear on independence.  BKD has discussed its independence with the Audit Committee and has confirmed in such letter that, in its professional judgment, it is independent of CTBI within the meaning of the federal securities laws.
 
The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor.  The Audit Committee will periodically grant general pre-approval of certain audit and non-audit services.  Any other services must be specifically approved by the Audit Committee, and any proposed services exceeding the pre-approved cost levels must be specifically pre-approved by the Audit Committee.  In periods between Audit Committee meetings, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee.
 
The Audit Committee discussed with CTBI’s internal auditor and independent auditor the overall scope and plans for their respective audits.  The Audit Committee met with its internal auditor and independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of CTBI’s internal controls, and the overall quality of CTBI’s financial reporting.  The Audit Committee held fourteen meetings during fiscal year 2013.
 
In fulfilling its oversight responsibilities, the Audit Committee reviewed with management and the independent auditor the audited consolidated financial statements of CTBI as of and for the year ended December 31, 2013 and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting as of December 31, 2013.
 
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the Securities and Exchange Commission.  The Audit Committee has also recommended, subject to shareholder ratification, the selection of BKD, LLP as CTBI’s independent registered public accounting firm.

Dr. James R. Ramsey, Chairman
M. Lynn Parrish, Vice Chairman
Nick Carter, Member
James E. McGhee II, Member
Anthony W. St. Charles, Member

March 6, 2014
 

 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors of CTBI engaged BKD, LLP (“BKD”) to serve as its independent registered certified public accounting firm for the year ended December 31, 2013.

Aggregate fees billed to CTBI for the fiscal years ending December 31, 2013 and 2012 by CTBI’s principal accounting firm, BKD, LLP, were as follows:

   
2013
    
2012
  
Audit fees
   $ 362,700     $ 317,300  
Audit related fees
     57,833       63,614  
Subtotal
     420,533       380,914  
Tax fees
     45,420       33,750  
Total
   $ 465,953     $ 414,664  
 
Audit related fees included payments for audits of CTBI’s ESOP and 401(k) Plan and out-of-pocket expenses related to the audit of the consolidated financial statements.  Tax fees include payments for preparation of the federal and state corporate income tax returns and the preparation of the Form 5500s for the CTBI sponsored benefit plans.


RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Audit Committee requests that shareholders ratify its selection of BKD to examine the consolidated financial statements of CTBI for the fiscal year ending December 31, 2014.  Although action by the shareholders on this matter is not required, the Board believes that it is appropriate to seek shareholder ratification of this appointment in light of the critical role played by independent auditors in maintaining the integrity of CTBI’s financial controls and reporting.  Even if shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different auditors at any time during the year if it determines that such a change would be in the best interest of CTBI and its shareholders.  BKD is not expected to have a representative present at the Annual Meeting.  THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF BKD, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CTBI.


ADVISORY VOTE ON EXECUTIVE COMPENSATION
 
The compensation of our Chief Executive Officer, Principal Financial Officer, and other three most highly compensated executive officers (“Named Executive Officers”) is described in the Compensation Discussion and Analysis and Executive Compensation sections of this Proxy Statement.  Shareholders are urged to read both of these sections of this Proxy Statement, which discuss our compensation policies and procedures with respect to our Named Executive Officers.  As discussed in the Compensation Discussion and Analysis, the Compensation Committee seeks to establish executive compensation at fair, reasonable, and competitive levels, with a meaningful portion of compensation tied to performance.
 
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the changes to Section 14A of the Securities Exchange Act of 1934, we are providing CTBI’s shareholders the opportunity to vote on an advisory (nonbinding) resolution to approve the compensation of our Named Executive Officers.  At our 2011 Annual Meeting of Shareholders, shareholders approved the annual submission of our Named Executive Officer compensation to shareholders for approval on an advisory (nonbinding) basis.  Accordingly, the following resolution will be submitted for a shareholder vote at the 2014 Annual Meeting:

“RESOLVED, that the shareholders of Community Trust Bancorp, Inc. (“CTBI”) approve, on an advisory basis, the overall compensation of CTBI’s Named Executive Officers, as described in the Compensation Discussion and Analysis and Executive Compensation sections set forth in the Proxy Statement for this Annual Meeting.”
 
This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is nonbinding on CTBI and the Board.  However, the Board values constructive dialogue on executive compensation and other important governance topics with CTBI’s shareholders and encourages all shareholders to vote their shares on this matter.
 
Approval of this resolution requires the affirmative vote of a majority of the votes cast at the Annual Meeting.  While this vote is required by law, it will neither be binding on CTBI or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, CTBI or the Board.  However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.  Brokers and other nominees do not have discretionary voting power over the advisory vote on executive compensation. Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to this proposal.  THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY (NONBINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION.


INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
 
In the ordinary course of business, CTBI, through its wholly-owned commercial bank subsidiary, Community Trust Bank, Inc. (the “Bank”), has had in the past and expects to have in the future banking transactions, including lending to its directors, officers, principal shareholders, and their associates.  When these banking transactions are credit transactions, they are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others.  None of the credits are disclosed as nonaccrual, past due, restructured, or potential problem credits.  In the opinion of CTBI’s Board of Directors, such transactions do not involve more than the normal risk of collectability or present any other unfavorable features.
 
Mr. Charles J. Baird, a director of CTBI, is a shareholder in Baird and Baird, P.S.C., a law firm that provided services to CTBI and its subsidiaries during 2013 and will be retained by CTBI and its subsidiaries during the fiscal year 2014.  Approximately $1.1 million in legal fees and $0.2 million in expenses paid on behalf of CTBI, $1.3 million in total, were paid to Baird and Baird, P.S.C. during 2013.
 
The Board of Directors has determined that the Compensation Committee of the Board should review and approve related party transactions.  Accordingly, management recommends to the Compensation Committee related party transactions to be entered into by CTBI, including the proposed aggregate value of such transactions if applicable.  After review, the Compensation Committee recommends approval or disapproval of such transactions and at each subsequently scheduled meeting, management updates the Compensation Committee as to any material change to those proposed transactions.  The Compensation Committee provides a report to the Board of Directors at each regularly scheduled meeting of the related party transactions approved by the Compensation Committee since the date of its previous report to the Board.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Securities Exchange Act of 1934 (the “Act”) requires CTBI’s executive officers and directors and persons who own more than ten percent (10%) of the Common Stock to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”), as well as to furnish CTBI with a copy of such report.  Additionally, SEC regulations require CTBI to identify in its Proxy Statement those individuals for whom one of the referenced reports was not filed on a timely basis during the most recent fiscal year.  Based upon a review of Forms 3, 4, and 5 furnished to CTBI, there were no late filings during 2013.


COMPENSATION DISCUSSION AND ANALYSIS

Introduction
 
This Compensation Discussion and Analysis is intended to provide shareholders with an understanding of our executive compensation philosophy, our decision making process, the key compensation-related decisions made by the Compensation Committee in 2013, and any changes approved for 2014.  It also describes the key components of compensation provided to CTBI’s executive officers, including the Named Executive Officers.

Executive Summary
 
CTBI’s earnings (Net Income, EPS) and returns (Return on Assets, Return on Equity) for 2013 were not significantly different from the prior year and below the performance targets established at the beginning of 2013.  CTBI’s performance for 2013 was impacted by continuing to operate in a slowly recovering economy with low interest rates.  Additionally, the financial performance of CTBI was negatively impacted during the fourth quarter of 2013 by an accrual of $6.2 million for anticipated costs as reported in the Annual Report on Form 10-K for the year ended December 31, 2013.  Accordingly, cash bonuses and total compensation paid to the Named Executive Officers in 2013 were lower than the prior year.  See “2013 Annual Incentive Plan” and “Long-Term Incentive Plan” below for additional information.
 
During 2013, the Compensation Committee continued its ongoing review of the compensation program for executive officers and monitored the impact of certain changes implemented in 2012 and 2013, especially in regard to the executive incentive plans.  As described in more detail below, the changes made in 2012 and early 2013 were intended to increase the portion of total pay that is performance-based.  This should enable CTBI to accomplish three significant objectives:  (i) improve the alignment of executive pay with CTBI performance, (ii) provide executives a pay opportunity that is competitive with industry practices, and (iii) attract and retain qualified management.

In order to accomplish those objectives, in early 2012 the Committee adopted, and the Board of Directors approved, the following strategy for managing executive compensation over the next several years:
 
●    
Manage executive officer salaries toward the median of market values (i.e., the middle of the range), contingent on the executives meeting or exceeding performance standards.
o  
Salaries for some CTBI executives have been noticeably below market, so a series of adjustments may be made over a period of several years in order to improve competitiveness and control expense.
o  
Managing salaries toward the median also will control the portion of total pay that is “fixed,” enabling CTBI to gradually provide more incentive pay that is variable and performance-based.
●    
Increase the cash incentive opportunity under the Senior Management Incentive Plan.
o  
The annual cash incentive potential for executive officers will be increased gradually over several years, beginning in 2012 and continuing through 2014.
o  
The increased incentives are not guaranteed but will be paid only if the executives achieve performance targets set each year by the Compensation Committee.
o  
By gradually raising the executives’ annual cash incentive potential, CTBI will increase the portion of total pay that is performance-based, improve the alignment of pay with performance and improve the competitiveness of the total pay opportunity.
●    
Slightly reduce the stock-based incentive opportunity under the Senior Management Incentive Plan in order to offset some of the increase in cash incentives and control the potential dilution to shareholders that could result from the use of stock-based incentives.
●    
Introduce a performance-based long-term incentive plan.
o  
CTBI began granting performance units to executive officers in 2012.
o  
Performance units are cash-based long-term incentives that are earned for achieving one or more specific financial goals over a multi-year period.
o  
Performance units granted by CTBI will be earned for achieving a target level of Cumulative Net Income during a three-year performance period.
o  
The Committee believes that sustained growth in earnings (as reflected in the Cumulative Net Income target) will result in value for shareholders.
o  
By granting performance units, CTBI will increase the portion of total pay that is performance-based, improve the alignment of pay with performance and provide a more competitive pay opportunity.
 
After careful consideration, the Compensation Committee concluded the changes described above were necessary to ensure that CTBI pays executives for performance and agreed to implement them over several years, beginning in 2012 and continuing in subsequent years. This will enable CTBI to maintain a conservative posture versus market pay practices while making sequential improvements to the executive incentive plans and other adjustments as necessary.
 
During 2013, the Committee reviewed the compensation strategy adopted in 2012 and the progress CTBI had made towards accomplishing the objectives described above. Based on this review, the Committee concluded it would be appropriate to continue the implementation of the compensation strategy.  Accordingly, the Committee approved certain changes to the compensation plans for executive officers for 2014, including base salary increases and adjustments to annual and long-term incentive potentials as further described below.  During 2014, the Committee will continue to monitor the implementation of the executive compensation strategy.

Role of the Compensation Committee
 
The principal duties of the Compensation Committee are to establish the executive compensation strategy of CTBI; approve compensation plans that support the implementation of the strategy; assess and monitor the potential risk associated with various compensation arrangements, especially incentive compensation plans; approve the compensation of the CEO; review the recommendations of the CEO and approve the compensation of the other executive officers of CTBI; and make recommendations to the Board of Directors concerning executive officer compensation.  The Committee is responsible for establishing, implementing and continually monitoring adherence with CTBI’s executive compensation philosophy.
 
To accomplish these responsibilities, the Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of CTBI’s CEO, and it evaluates the performance of the CEO relative to the approved goals and objectives.  The Committee determines and approves the CEO’s compensation considering this evaluation of performance.  Additionally, the Committee reviews compensation levels for CTBI’s other executive officers relative to goals and objectives relevant to their responsibilities, considers the CEO’s evaluation of their achievements, and approves their compensation based on this evaluation.
 
The Committee strives to establish and maintain compensation plans that are: (i) focused on rewarding performance, (ii) aligned with the interests of shareholders, (iii) competitive with the practices of peer companies, and (iv) sufficient to enable CTBI to attract and retain a strong management team.

The Committee has followed certain guiding principles to ensure the effectiveness of CTBI’s executive compensation strategy.  The Committee recognizes the importance of perceived fairness of compensation practices, both internally and externally, and believes that the long-term success of CTBI and its ability to create value for shareholders is dependent on attracting, motivating, rewarding, and retaining skilled executives.  Significant time is devoted by the Committee to monitoring the relationship between executive pay and CTBI performance, and adjusting compensation plans and practices as needed from year to year to maintain an appropriate alignment of pay with performance.  The Committee recognizes that the competition for talented executives among financial institutions similar to CTBI is intense, and it considers compensation data and other labor market indicators as it reviews CTBI’s compensation plans.  Current economic and industry environments are considered when reviewing executive compensation.  Full disclosure is made to the independent members of the Board of Directors of CTBI’s executive compensation policies, practices, and issues to ensure that all directors understand the implications of the Committee’s decisions.  Likewise, the Committee works with management to ensure that public filings related to executive compensation are transparent and comply with applicable regulations.

The Compensation Committee has established various processes to assist it in ensuring CTBI’s executive compensation program is achieving its objectives.  Among these are:
 
●    
Assessment of Company Performance – The Committee considers various measures of company and industry performance, including but not limited to asset growth, asset quality, earnings per share, return on assets, return on equity, total shareholder return, and execution of CTBI’s growth strategy.  The Committee does not apply a formula or assign relative weights to these measures.  Instead it makes a subjective determination after considering such measures individually and collectively.
●    
Assessment of Individual Performance – Individual performance assessments impact the compensation of all CTBI employees, including the CEO and other Named Executive Officers.  Goals and objectives are established for the CEO, and performance relative to those goals and objectives is evaluated.  The Committee reviews the performance of other executive officers and considers the CEO’s recommendations concerning the officers’ achievements.  Additionally, the Committee applies its own judgment based on the interactions of the Board and/or the Committee with each executive officer.  The performance evaluation of each executive officer considers their contributions to CTBI’s performance and other leadership accomplishments.
●    
Total Compensation Review – The Compensation Committee annually reviews each executive’s base salary, annual incentive, and stock-based incentives. In addition to these primary compensation elements, the Committee reviews other executive compensation arrangements, including, for example, payments that could be required under various severance and change in control scenarios.  This “holistic” review process ensures that the Committee considers the executive’s total compensation prior to changing any single component.

The Committee meets in executive session without management or guests present when making decisions about the compensation arrangements for Named Executive Officers and at other times as needed.
 
In addition to its responsibilities for executive compensation, the Committee periodically reviews the compensation provided to the CTBI Board of Directors to ensure that the compensation provided for service on the Board and its committees is commensurate to the amount of work required from the individual directors as well as from the Board in aggregate.  The Committee periodically compares the pay arrangements for the Board and the actual amounts earned by individual directors to amounts paid to outside directors of banking companies in the Peer Group (as defined below) and to survey data for director compensation.  In late 2013, the Committee reviewed the existing compensation program for outside directors of CTBI and determined it would be appropriate to adjust the annual retainer for service on the Board from $25,000 to $30,000.  The retainer for the Chairman of the Audit Committee was maintained at $10,000, resulting in a total retainer of $40,000.  The retainer for the Chairman of the Risk and Compliance Committee was maintained at $5,000, and a retainer of an equal amount was established for the Chairman of the Compensation Committee, in each case resulting in a total retainer of $35,000.  These adjustments were deemed necessary to provide the Board of Directors with compensation that is comparable to amounts paid to outside directors at similar publicly traded financial institutions.  These changes were approved by the Board of Directors and became effective in January 2014.

Executive Compensation Philosophy
 
The Compensation Committee believes that executive officer compensation is an integral component of CTBI’s business and human resources strategies.  It is important to CTBI’s success that highly talented and experienced individuals serve as executive officers.  The Committee strives to provide compensation which is sufficient to attract and retain such executives. The Committee seeks to establish executive compensation at fair, reasonable, and competitive levels.  The Committee also believes that executive compensation should be strategy-focused and recognize individual achievements as well as group contributions and CTBI results.  Therefore, the Committee desires to offer a competitive, market-driven executive officer compensation package which provides for a meaningful portion of compensation to be based upon performance.  As a result, CTBI’s executive compensation package includes incentive-based cash and equity compensation in addition to base salary and employee benefits.
 
The goal of the Compensation Committee is to offer market competitive compensation, without being the highest or lowest provider.  Total compensation packages, including base salaries plus cash- and stock-based incentives, are set at levels the Committee believes are sufficient to attract and retain qualified executives whose performance and success should contribute to shareholder value. The compensation of Named Executive Officers is based on the same criteria and performance factors used for all other executive officers.

Compensation Consultant
 
The Compensation Committee may engage outside advisors as necessary to assist with its oversight of executive compensation.   Pearl Meyer & Partners (“PM&P” or “Consultant”) was retained during 2013 to review CTBI’s executive compensation plans.  The role of the Consultant is to provide analyses, information, and advice to assist the Committee in making decisions related to compensation of executive officers.  The Committee believes that the Consultant is independent and no conflicts of interest are raised by the work of the Consultant under the criteria specified in SEC rules.
 
During December 2012 and January 2013, PM&P performed a compensation review which included: (i) evaluating the competitiveness of pay for eleven executive officers, including each of the Named Executive Officers, and (ii) developing recommendations for managing executive pay in 2013. PM&P’s analysis revealed that CTBI’s executive compensation was somewhat more competitively positioned in 2012 than in 2011 as a result of changes approved by the Committee and the Board of Directors in early 2012.  However, CTBI’s budgeted levels of pay (i.e., the amount of salary plus annual and long-term incentives that executives would receive if performance met budget) still were significantly below the median pay levels for similar positions in comparable financial institutions.  Additionally, based on separate analyses of banking industry performance prepared by PM&P, CTBI’s performance on a variety of metrics (such as EPS growth, ROE, and ROA) exceeded the median results of similar financial institutions, resulting in pay and performance being somewhat misaligned.  CTBI’s business performance relative to other banks would have supported higher levels of pay for executives.  These results were similar to the outcome of its 2011 analysis of CTBI’s executive pay; therefore, PM&P recommended the Committee continue to implement the executive compensation strategy it had adopted in early 2012.  As described previously in the Executive Summary, the thrust of the executive compensation strategy is to increase the portion of executive pay that is contingent on performance and provide a total compensation opportunity that is more competitively positioned with current practices in the banking industry. In early 2014, the Committee considered the impact of changes made in 2012 and 2013 and determined it would be appropriate to continue the implementation of the executive compensation strategy. Accordingly, in January 2014, the Committee approved certain changes to the compensation of the Named Executive Officers, including base salary increases and adjustments to their annual and long-term incentive potentials, as further described below.
 
PM&P also reviewed the compensation program for the Board of Directors in late 2012. The analysis found that CTBI’s compensation program for outside directors was structured in a manner that was consistent with banking industry practices, in terms of providing retainers and meeting fees for board and committee service.  However, the amount of compensation provided to CTBI directors was below the median levels of compensation paid to outside directors of banks within the Peer Group and median values reported in survey data for comparable banks.  Based on these results, PM&P developed several alternatives for adjusting the compensation of the Board of Directors.  After considering the outcome of the PM&P analysis, the Committee decided to adjust the annual retainers for Board members and the Compensation Committee Chairman, as described previously.  In late 2013, the Committee again reviewed the compensation information provided in late 2012 and recommended the increase in directors compensation previously discussed. The Board of Directors approved the adjustments to the annual retainers in January 2014.

Peer Group
 
CTBI periodically compares its executive pay and business performance, as well as the compensation of the Board of Directors, to a group of comparable, publicly traded financial institutions (“Peer Group”).  In establishing a Peer Group, CTBI seeks to include regional bank holding companies that are similar to CTBI in terms of assets, business lines, and geographic footprint.  During 2012, the Committee worked with PM&P to update the Peer Group to ensure it continued to include organizations that were comparable to CTBI.  The resulting Peer Group included the fifteen companies listed below.  The Committee believes the Peer Group provides a reasonable basis of comparison for CTBI due to their similar business lines and geographic locations, as well as their comparable size, as reflected in their assets.  At the time the Peer Group was constructed, CTBI’s assets were $3.6 billion, and the companies included in the Peer Group ranged in asset size from $2.1 billion to $6.2 billion, with a median of $3.2 billion and an average of $3.7 billion.
 
Bank
Ticker
Bank
Ticker
1st Source Corporation
SRCE
Lakeland Financial Corporation
LKFN
City Holding Company
CHCO
MainSource Financial Group, Inc.
MSFG
First Busey Corporation
BUSE
Renasant Corporation
RNST
First Bancorp
FBNC
S.Y. Bancorp, Inc.
SYBT
First Community Bancshares, Inc.
FCBC
Stellar One Corporation*
STEL
First Financial Bancorp
FFBC
Towne Bank
TOWN
First Financial Corporation
THFF
Wesbanco, Inc.
WSBC
First Merchants Corporation
FRME
    
 
*Stellar One Corporation was acquired by Union First Market Bankshares
 
Executive Compensation Components

CTBI’s executive compensation program includes the following major components, each of which are described further below.
 
●    
Base Salaries
●    
Annual Incentive Plan
●    
Long-Term Incentive Plan
●    
Benefits and Perquisites
●    
Employment Contracts, Termination of Employment, and Change in Control Arrangements

Base Salaries
 
Salaries for CTBI’s executives are established based upon the scope of their responsibilities, taking into account competitive market compensation paid by other similarly situated companies for comparable positions.  The Committee sets the CEO’s base salary, subject to approval of the Board of Directors.  Any salary increase for the CEO is determined based on the Committee’s review of the CEO’s leadership and contributions to the achievement of performance objectives for CTBI, which for 2013 included asset and revenue growth, asset quality, core earnings performance, identification of strategic opportunities, and execution of the current business strategy and operating plan.  The Committee also considers how the CEO’s salary compares to salaries of CEO’s within the Peer Group.  Base salaries for other executive officers, including the other Named Executive Officers, are approved by the Committee after considering recommendations from the CEO.  In approving any salary increases for Named Executive Officers, the Committee considers performance for the prior year, responsibilities for the upcoming year, how the current salaries compare to those paid by peer companies to executives with similar responsibilities, and CTBI’s budget for salary increases for employees other than executive officers.  The Committee’s objective is to pay base salaries which will be sufficient to attract, retain, motivate, and reward management for successful performance while maintaining affordability within CTBI’s business plan.
 
The Committee has established a policy of managing executive officer salaries to the market median, recognizing that a series of increases over several years may be required to adjust salaries to the desired level for any executive whose current salary is significantly below the market (contingent upon the executive sustaining the required level of performance).  After considering both CTBI and individual performance, as well as how individual officer salaries compared to the market median, the Committee determined that it was appropriate to increase executive salaries for 2014.  The salary increases for 2014 reflect the Committee’s desire to balance the need to compensate our Named Executive Officers at levels that are competitive with the market and recognize their performance and value to CTBI with the need to control expenses in an economic and regulatory environment that continues to be challenging for CTBI and other financial institutions.  The salary increases approved for the Named Executive Officers for 2014 ranged from 3.49% to 4.98%%.  The 2013 base salary for Kevin J. Stumbo reflects an increase from $200,000 to $210,000 effective April 2013 upon his promotion to Chief Financial Officer.  The increase for the CEO was near the low end of the range, which the Committee determined was appropriate based on: (i) how the CEO’s salary compared to the market median and (ii) the adjustments to the CEO’s annual and long-term incentive potentials, as described in more detail below.  The following table shows the 2014 base salary for each Named Executive Officer and the percentage increase over 2013.

 
Base Salary
Base Salary
% Increase
 
2013
2014
2013 to 2014
Jean R. Hale
Chairman, President, and Chief Executive Officer
$505,000
$525,000
3.96%
       
Kevin J. Stumbo
Executive Vice President, Chief Financial Officer and Treasurer
$210,000
$220,000
4.76%
       
Mark A. Gooch
Executive Vice President and Secretary
$372,000
$385,000
3.49%
       
Larry W. Jones
Executive Vice President
$230,000
$240,000
4.35%
       
James B. Draughn
Executive Vice President
$221,000
$232,000
4.98%
 
Annual Incentive Plan
 
The Named Executive Officers (“NEOs”), other executive officers, and other members of senior management may earn annual cash incentive bonuses as well as stock-based awards under the Senior Management Incentive Compensation Plan (“the Incentive Plan”).  Bonuses and stock awards are earned for achieving targets set for earnings per share (“EPS”) and return on average assets (“ROAA”) of CTBI.  A cash-based employee incentive plan for employees not covered by another incentive plan is paid based upon the same performance criteria as the Senior Management Incentive Plan.  The Incentive Plan was designed to reward participants for meeting or exceeding annual profit goals, and it was adopted to achieve the following objectives:
At the beginning of each year, the Committee establishes a target (base) level of performance for EPS and ROAA.  The Committee also establishes a performance range relative to the base level and an associated payment scale which defines the percent of salary that participants may earn as a cash bonus for a given level of performance.  In addition, the Committee establishes a separate payment scale which defines the percentage of salary that participants may receive as a stock award for a given level of performance.  Stock awards under the Incentive Plan may be granted as either restricted shares or stock options.

2013 Annual Incentive Plan
 
For 2013, the target (base) level of ROAA was 1.25%, and the target (base) level of EPS was $2.98, both of which represented increases over the prior year. The Committee believed the target (base) levels of performance were challenging, but appropriate given the expectations at the beginning of 2013 for improvement over the 2012 results.  In January 2014, the Committee evaluated CTBI’s performance for 2013 and determined that results for ROAA and EPS were below the target (base) levels but above the minimum levels of performance required to earn cash bonuses under the Incentive Plan.  For purposes of the 2013 Incentive Plan, ROAA was 1.24%, and EPS was $2.90.  Based on these results, participants in the Senior Management Incentive Plan, including the CEO and other Named Executive Officers, earned cash bonuses and restricted stock awards at the lowest tier on the payment scale the Committee had established at the beginning of 2013. Specifically, the CTBI CEO earned a cash incentive of 32% of base salary, the CEO of Community Trust Bank, Inc. (“CTB CEO”) earned a cash incentive of 25% of base salary, and other NEOs earned cash incentives equal to 18% of their base salaries.  Cash incentives earned by the Named Executive Officers for 2013 were less than the cash incentives earned in the prior year, in keeping with CTBI’s philosophy of paying executives for performance. The amounts of the 2013 cash incentives are shown in the Bonus column of the Summary Compensation Table.  A portion of the total annual incentive earned under the Incentive Plan is paid in restricted shares which vest ratably over four years. In 2012, the Committee reduced the portion of the annual incentive paid in restricted shares in order to offset some of the increase in the cash portion of the annual incentive. Restricted stock awards granted in January 2014 as a result of performance in 2013 were approximately 2.6% of salary for the CEO and other NEOs.  The value of these awards is shown in the Equity Compensation column of the Summary Compensation Table.

2014 Annual Incentive Plan
 
Prior to setting the Incentive Plan for 2014, the Committee considered the outcomes for 2013, the adjustments made to the Incentive Plan during 2012 and 2013, and the adjustments that were recommended for 2014, based on the Consultant’s analyses and the executive compensation strategy adopted in January 2012.
 
As a result of these discussions, the Committee recommended, and the Board approved, adjustments to the Senior Management Incentive Plan for 2014 which are intended to more closely align pay with performance and further improve the competitiveness of the pay opportunity.  These changes are consistent with the Committee’s plan to implement the executive compensation strategy gradually over at least three years, allowing time for CTBI and the executives to adjust to the changes.  Adjustments approved for the Named Executive Officers in the 2014 Incentive Plan are listed below:
This approach will continue to shift the mix of executive compensation so that a larger portion of executive pay is contingent upon performance.  By implementing these and other changes gradually, the Committee and the executives are adjusting to the new approach, and CTBI is budgeting for any increase in compensation expense that may result.  Although the Committee is making adjustments gradually as it implements the executive compensation strategy, any changes are determined annually, so that the Committee can slow or accelerate the pace of change depending on circumstances at the beginning of each year.
 
The following table shows the target (base) level of ROAA performance and the cash incentive awards that may be earned by the CTBI CEO, the CTB CEO, and other Named Executive Officers (“Other NEOs”) for various levels of performance in 2014:

Target/ROAA
Cash Incentive Award as a % of Salary
   
CTBI CEO
CTB CEO
Other NEOs
 
1.15%
45%
36.0%
27%
Base
1.28%
50%
40.0%
30%
 
1.29%
75%
60.0%
45%
 
1.30%
100%
80.0%
60%
 
1.31%
125%
100.0%
75%
 
1.32%
150%
120.0%
90%
 
1.33%
175%
140.0%
105%
 
1.34%
200%
160.0%
120%
 
1.35%
225%
180.0%
135%
 
As shown in the table on the previous page, executives would earn no incentives for performance below the minimum required level. To ensure that executive pay varies with company performance, executives earn less than target for results below the expected (base) level, and they may earn larger incentives if results exceed the target (base) level. Payments are “capped” at a maximum level to preclude overpayment and control the cost of the plan.
 
Other senior officers consisting of the officers responsible for the divisions of commercial lending, consumer lending, residential real estate lending, finance, sales and marketing, human resources, compliance, and facilities management and the presidents of each market (“Group II Participants”) may receive awards for the year ending December 31, 2014 based on the same performance measures and targets applicable to executive officers.  Target cash incentive awards for Group II participants, expressed as percentages of base salary, range from 6.30% to 16.45% of salary.  Other members of senior management consisting of Senior Vice Presidents of consolidated functions as well as others below the Senior Vice President level who are selected for participation by the Compensation Committee (“Group III Participants”) may receive awards for the year ending December 31, 2014 based on the targets applicable to executive officers, ranging from 4.95% to 11.00% of salary.  The 2014 bonus targets for participants in Groups II and III are the same as those used in 2013.
 
The following table shows the target (base) level of ROAA performance and the stock option awards that may be earned by the CTBI CEO, the CTB CEO, and other executive officers, including the Other NEOs, for 2014 performance. The stock option awards shown below as percentages of salaries are the same as those used in the 2013 Incentive Plan:

Target/ROAA
Stock Option Award as a % of Salary
   
CTBI CEO
CTB CEO
Other NEOs
 
1.15%
18%
15.750%
13.50%
Base
1.28%
20%
17.515%
15.00%
 
1.29%
21%
18.375%
15.75%
 
1.30%
23%
20.125%
17.25%
 
1.31%
24%
21.000%
18.00%
 
1.32%
25%
21.875%
18.75%
 
1.33%
26%
22.750%
19.50%
 
1.34%
27%
23.500%
20.25%
 
1.35%
30%
26.250%
22.50%
 
Group II Participants may receive stock option awards for the year ending December 31, 2014 based on the targets applicable to executive officers, ranging from 9% to 15% of salary.  Group III Participants may receive stock option awards for the year ending December 31, 2014 based on the targets applicable to executive officers, ranging from 4.05% to 7.50% of salary. Target awards for participants in Groups II and III are the same as those used in 2013.
 
The Committee at its sole discretion may choose to issue restricted stock or a combination of options and restricted stock of an amount deemed equivalent to the options earned under the terms of the 2006 Stock Ownership Incentive Plan.  For the last several years, the Committee has determined that any stock awards earned under the Incentive Plan would be granted as restricted shares, and the restrictions would lapse pro-rata over 4 years from the date of grant, contingent upon the executive’s continued service with CTBI.  In the event of a change in control of CTBI or the death of a participant, the restrictions will lapse.  In the event the participant becomes disabled, restrictions will lapse on a pro-rata basis, dependent on time served from the date of grant through the date of termination due to disability.  In the event of a participant’s retirement prior to the lapse of all restrictions, the Committee will have discretion to review and revise any restrictions and may choose to waive them.  The actual number of any restricted shares granted will be determined based on the stock price on the date of grant (which would be in early 2015, after the Committee has the opportunity to review the achievement of performance goals for 2014).
 
For reference, the EPS and Net Income targets associated with the 2014 target (base) level of ROAA are $2.97 and $46,923,000, respectively.  For comparison, in 2013, the cash incentive percent of salary at target (base) levels was 35% for the CTBI CEO, 27.5% for the CTB CEO and 20% for Other NEOs. The stock award percent of salary at target (base) levels was 20% for the CTBI CEO, 17.515% for the CTB CEO, and 15% for Other NEOs.  The Committee may further adjust the cash and stock incentive percentages of salary in future years as it continues to implement the executive compensation strategy it adopted in 2012.  By gradually increasing the cash portion of the Incentive Plan and the total annual incentive opportunity, the Committee will bring CTBI’s plan more in line with typical market practices and increase the portion of total pay that is earned for performance.
 
CTBI has structured its incentive compensation plans in a manner which is designed to permit a large percentage of the total potential incentive compensation to be paid to participants who are not Named Executive Officers. During 2014, executive officers, other members of senior management, and employees are eligible to participate in various company incentive compensation plans. Based on the number of participants and structure of CTBI’s incentive compensation plans, if CTBI achieves its 2014 targets at the target (base) level, participants other than the Named Executive Officers will receive 76% of the total amount paid under all company-sponsored incentive compensation plans.

Long-Term Incentive Plan
 
When it reviewed CTBI’s executive compensation arrangements during 2011, the Committee determined that the implementation of a forward-looking, performance-based long-term incentive plan would accomplish a number of its objectives for improving the executive compensation program, including: provide balance to other short-term components of pay (such as base salaries and annual cash incentives), increase the portion of total pay that is contingent upon performance, and improve the competitiveness of pay versus comparable bank holding companies.
 
After considering a variety of alternatives for performance-contingent long-term incentives, the Committee recommended and the Board approved the use of performance units beginning in 2012.  Performance units are cash-based long-term incentives which are earned for achieving one or more financial performance goals over a multi-year period.  Awards of performance units are permitted under CTBI’s shareholder-approved 2006 Stock Ownership Incentive Plan.  Only executive officers of CTBI (including the CEO and the other NEOs) will participate in the performance unit plan, as these are the executives who are held accountable for creating shareholder value. As it reviewed the executive compensation program in late 2013 and early 2014, the Committee determined it would be appropriate to continue granting performance units.  Accordingly, in early 2014 the Committee approved awards to the CEO and other NEOs, as further described below.
 
The Committee believes that earnings growth, when sustained over a period of time, will create value for CTBI shareholders.  For this reason, the Committee approved awards of performance units that require executives to achieve a target for cumulative net income over a three-year period.  Awards granted in 2013 had a performance period that included 2013, 2014, and 2015.  In early 2014, the Committee approved grants for a three-year period covering 2014, 2015, and 2016.  The Committee believes the cumulative net income performance requirement is achievable but challenging, given the gradual improvement in the U.S. economy, but notwithstanding the increasing regulatory burden on the banking industry and the challenges to the local economy. Targets for cumulative net income growth were set after giving consideration to CTBI’s results in prior years, CTBI’s forecasts of future results, the local economy, and industry performance.
 
The Committee believes the implementation of the performance unit plan will further: (i) focus the executive officers on creating shareholder value through sustained growth in earnings, (ii) improve the alignment of pay with performance for all executive officers, and (iii) create a more balanced incentive compensation program.  Also, the use of cash-based performance units will avoid any potential dilution to existing shareholders (as might occur if awards were stock-based).  In keeping with its plan for gradual adjustments to executive incentive potentials under the annual incentive plan, the Committee also plans to periodically adjust the target incentive percentages of salary associated with the awards of performance units.  This approach will enable the Committee to gradually change the mix of executive compensation, ultimately resulting in a greater portion of executive compensation being contingent on performance.
 
The table below shows the percent of salary that may be earned by the CTBI CEO, the CTB CEO, and other executive officers, including the Other NEOs, based on achievement of the cumulative net income goal for 2014 through 2016.  Any earned performance units will be paid in early 2017, after the Committee evaluates actual results for 2014 through 2016 versus the cumulative net income goal.

 
Performance Unit Award as a % of Salary
Cumulative Net Income vs. Target
CTBI CEO
CTB CEO
Other NEOs
90% of Target (Minimum)
10.0%
7.5%
2.5%
93% of Target
20.0%
15.0%
10.0%
96% of Target
30.0%
22.5%
15.0%
100% of Target Cumulative Net Income (Target)
40.0%
30.0%
20.0%
103% of Target
48.0%
36.0%
24.0%
107% of Target
54.0%
40.5%
27.0%
110% of Target (Maximum)
60.0%
45.0%
30.0%
 
For reference, the 2013 performance unit awards for the CTBI CEO, the CTB CEO and the Other NEOs (expressed as percentages of salary at target performance) were 30%, 25%, and 20%, respectively. The increases for the CTBI CEO and CTB CEO in 2014 are consistent with the changes contemplated in the executive compensation strategy adopted by the Committee and the Board of Directors in January 2012.
 
Voluntary or involuntary termination of employment prior to the end of the performance period and/or prior to the payment of any earned performance units will result in forfeiture of any outstanding performance units, except as noted below.  In the case of termination of employment by reason of death or disability prior to the expiration of the performance period, any outstanding performance units will be deemed to have been earned in an amount equal to the amount payable at target level multiplied by the percentage that would have been earned, assuming that the rate at which the performance goal has been achieved as of the date of such death or disability would have continued until the end of the performance period.  In the case of termination of employment by reason of retirement prior to the expiration of the performance period, the performance units will be payable in an amount equal to: (a) the amount to which the participant would have been entitled if employment had continued to the end of the performance period multiplied by (b) a fraction, the numerator of which is the number of full months the participant was employed during the performance period and the denominator of which is the number of months in the performance period.  Upon a change in control, any outstanding performance units will become fully vested and payable in an amount which is equal to the greater of (a) the amount payable under the performance unit at the target level multiplied by the percentage that would have been earned, assuming that the rate at which the performance goal has been achieved as of the date of such change in control would have continued until the end of the performance period or (b) the amount payable under the performance unit at target level multiplied by the percentage of the performance period completed at the time of the change in control.
 
Benefits and Perquisites
 
CTBI’s policy is to minimize the use of executive benefits and perquisites.  The Named Executive Officers participate in the same benefit plans as other CTBI employees, with the few exceptions described below.  During 2013, there were no changes to the benefits and perquisites provided to Named Executive Officers, and none have been approved for 2014.
 
To align the interests of all employees, including Named Executive Officers, with those of shareholders, CTBI has implemented an Employee Stock Ownership Plan (“ESOP”) which provides awards of CTBI stock subject to vesting requirements.  Participation in the ESOP is available to any employee of CTBI or its subsidiaries who has been employed for one year, completed 1,000 hours of service, and attained the age of 21.  CTBI currently contributes 4.0% of covered employees’ gross wages to the ESOP.  ESOP contributions are used to acquire shares of CTBI stock on the open market.
 
CTBI has established a 401(k) Plan under which employees can contribute from 1.0% to 15.0% of their annual salary; CTBI provides a matching contribution equal to 50% of the first 8.0% of salary contributed by the employee.  CTBI also provides health insurance, life insurance, and other benefit programs that are usual and customary within the banking industry in order to attract and retain employees.  Named Executive Officers are eligible to participate in these plans on the same basis as other employees, subject to IRS limits.
 
CTBI provides supplemental life insurance to its Named Executive Officers, as well as other senior and key management.  The plan provides a split-dollar share of death benefits at an amount necessary to provide the Named Executive Officers with a total company-provided death benefit of three times their annual salary.  This amount is consistent with the death benefit provided to other eligible employees.  Additionally, each Named Executive Officer and other senior and key employees are provided a post-retirement death benefit equal to one times his or her annual salary at the time of retirement.  The benefits are funded with bank-owned life insurance policies.  CTBI will recover its plan costs upon the death of the covered individual, and the executive’s beneficiary will receive a portion of the insurance proceeds.  The Committee believes the supplemental life insurance program is common within the banking industry and provides an incentive for long-term employment with CTBI.
 
CTBI does not provide significant perquisites or personal benefits to executive officers.  The Named Executive Officers, as well as other executive officers, members of senior management, and key employees, are provided country club memberships and other perquisites with an aggregate individual annual value of less than $10,000.
 
Unlike some other banks in its Peer Group, CTBI does not provide any supplemental executive retirement plan.  CTBI allows executives to voluntarily defer receipt of any cash bonuses earned under the annual incentive plan.

Employment Contracts, Termination of Employment, and Change in Control Arrangements
 
CTBI has established termination of employment and change in control agreements (“Severance Agreements”) with each of its Named Executive Officers, certain other executive officers, and senior officers.  Severance Agreements are provided in order to attract and retain key executives by protecting them in the event of a change in control.  The Severance Agreements are effective for a term equal to the longer of three years or the covered period should a change in control of CTBI occur during such three-year period.  These agreements are automatically renewable for additional one-year periods.  The covered period during which the terms and conditions of the Severance Agreements are effective is the period of time following a change in control equal to: (i) two years following the occurrence of the change in control in the event of an involuntary termination or a voluntary termination following a change in duties or (ii) the thirteenth month following the change in control in the event of a voluntary termination not preceded by a change in duties.
 
The Severance Agreements require the payment to a Named Executive Officer, other executive officer, or senior officer of a severance amount in the event of an involuntary or voluntary termination of employment after a change in control of CTBI during the covered period.  The severance amount payable under the Severance Agreements is equal to: (i) 2.99 times the Named Executive Officer’s or other executive officer’s base annual salary in the event of involuntary termination or in the event of a voluntary termination of employment preceded by a change in duties subsequent to a change in control of CTBI, or (ii) 2.00 times the Named Executive Officer’s or other executive officer’s annual base salary in the event of a voluntary termination of employment not preceded by a change in duties subsequent to a change in control of CTBI.
 
For purposes of the Severance Agreements, a change in control occurs when: (i) any person, including a group under Section 13(d)(3) of the Securities Exchange Act of 1934 is or becomes the owner of 30% or more of the combined voting power of CTBI’s outstanding securities, (ii) as a result of, or in connection with, any tender offer, exchange offer, merger or other combination, sale of assets or contested election, the persons who were directors of CTBI before such transaction(s) cease to constitute a majority of the Board of Directors of CTBI or successor of CTBI, (iii) a tender or exchange offer is made and consummated for the ownership of 30% or more of the combined voting power of CTBI’s  outstanding voting securities, or (iv) CTBI transfers substantially all of its assets to another corporation that is not a wholly-owned subsidiary of CTBI.
 
The Compensation Committee believes the use and structure of the Severance Agreements are consistent with CTBI’s compensation objectives to attract, motivate, and retain highly qualified executives.  The Committee also believes that the Severance Agreements promote job stability, provide a measure of financial security, preserve morale and productivity, and encourage retention during the period of uncertainty that accompanies an actual or potential change in control.  The Committee periodically reviews the terms of the Severance Agreements in the context of CTBI’s other executive compensation arrangements, changes in government regulations and trends in competitive practices.
 
No termination of employment or change in control payments were made under the Severance Agreements in 2013, and there were no changes made to the terms of the Severance Agreements during 2013 or to date in 2014.

Compensation Risk
 
The Compensation Committee is responsible for the oversight of compensation risk.  The Committee annually reviews the Senior Management Incentive Compensation Plan, the Long-Term Incentive Plan, and the Employee Incentive Compensation Plan, as well as other compensation arrangements, to evaluate their potential for creating or increasing risk to CTBI.  During 2013, the Committee reviewed the compensation risk assessment performed by management and concluded that CTBI’s compensation plans do not motivate or reward management for taking inappropriate risks and do not create any risks that are reasonably likely to have a material adverse impact on CTBI.

Tax Deductibility
 
The Omnibus Budget Reconciliation Act of 1994 (“OBRA”) prohibits the tax deduction by publicly traded companies of compensation of certain executive officers in excess of $1.0 million, unless certain criteria are met.  The compensation of CTBI’s executive officers has not exceeded this amount; however, the Committee has taken steps to facilitate the potential tax deductibility of certain components of executive compensation and will continue to monitor the tax deductibility of CTBI’s compensation arrangements.

Say on Pay Resolutions
 
In 2013, we submitted our executive compensation program to an advisory, nonbinding vote of shareholders (i.e., “say on pay”).  At the 2013 annual shareholders meeting, approximately 96% of votes cast were voted in favor of a resolution approving our executive compensation program.  Based on these results, the Committee concluded that shareholders supported CTBI’s approach to executive compensation.  In addition, at the 2011 annual shareholders meeting, more than 85% of votes cast were in favor of having an annual say on pay vote.  Accordingly, at the 2014 annual meeting, shareholders again are being asked to approve an advisory, nonbinding resolution in favor of CTBI’s executive compensation arrangements.  Although the results of annual say on pay resolutions are not binding on CTBI, the Committee welcomes feedback from shareholders, and it will consider the outcome of each year’s say on pay vote as part of its ongoing review of the executive compensation program.

Report of the Compensation Committee
 
The Compensation Committee of CTBI has reviewed and discussed the Compensation Discussion and Analysis with management.  Based on that review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
 
Nick Carter, Chairman
M. Lynn Parrish, Vice Chairman
Anthony W. St. Charles
 
March 13, 2014

 
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, 2013, 2012, and 2011.

SUMMARY COMPENSATION TABLE

Name and
Principal Position
Year
Salary
($)
Bonus
(1) ($)
Equity Compensation (2) ($)
All Other
Compensation
(3) ($)
Total Compensation
($)
Jean R. Hale,
2013
503,462
161,600
88,831
49,019
802,912
Chairman, President and
2012
483,846
339,500
101,534
47,399
972,279
Executive Officer
2011
469,077
0
91,381
43,989
604,447
             
Kevin J. Stumbo,
2013
206,231
37,800
34,815
24,280
303,126
Executive Vice President,
2012
190,385
66,850
39,821
20,239
317,295
Chief Financial Officer
2011
182,654
0
35,839
20,516
239,009
and Treasurer
            
             
Mark A. Gooch,
2013
370,923
93,000
63,111
35,690
562,724
Executive Vice
2012
356,923
125,300
71,908
35,174
589,305
President and Secretary
2011
343,404
0
64,718
33,144
441,266
             
Larry W. Jones,
2013
229,231
41,600
36,913
27,134
334,878
Executive Vice
2012
219,231
77,000
41,891
25,541
363,663
President
2011
209,808
0
37,702
25,192
272,702
             
James B. Draughn,
2013
220,231
40,361
35,921
27,963
324,476
Executive Vice
2012
210,154
73,850
40,826
25,963
350,793
President
2011
199,577
0
36,743
25,604
261,924

(1)  
Bonuses are 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. Individuals below senior vice president level may be recommended and approved by the Compensation Committee for special awards of options for extraordinary performance.  Bonuses for executive officers are earned based on CTBI reaching certain earnings per share and return on assets goals after accruing for the cost of the bonuses.  CTBI achieved levels of performance required to earn cash bonuses under the Incentive Plan for the years ended December 31, 2013 and 2012.  Accordingly, the Named Executive Officers were entitled to cash incentive awards (paid in January 2014 and 2013, respectively).  In 2011, CTBI did not achieve its internal performance targets, and therefore, no bonus was earned.  No discretionary cash bonuses were paid to any of the Named Executive Officers in any of the years shown above.
 
 
(2)
This column includes the value of all option and restricted stock awards under CTBI’s stock ownership plans.  The value is the amount recognized for financial statement reporting purposes with respect to fiscal years 2013, 2012, and 2011 in accordance with ASC 718.  The assumptions used in the valuation of option awards are included in note 14 to CTBI’s consolidated financial statements for the year ended December 31, 2013 included in CTBI’s Annual Report on Form 10-K filed with the SEC on March 14, 2014.

(3)
The compensation represented by the amounts for 2013, 2012, and 2011 set forth in the All Other Compensation column for NEOs is detailed in the following tables.

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
2013
10,200
8,750
-
8,658
21,411
49,019
 
2012
10,000
8,500
-
7,353
21,546
47,399
 
2011
9,800
8,250
-
6,248
19,691
43,989
               
Kevin J. Stumbo
2013
10,200
5,462
-
948
7,670
24,280
 
2012
7,615
3,808
-
808
8,007
20,238
 
2011
8,350
4,175
-
701
7,290
20,516
               
Mark A. Gooch
2013
10,200
8,750
-
1,902
14,838
35,690
 
2012
10,000
8,500
-
1,642
15,032
35,174
 
2011
9,800
8,250
-
1,414
13,680
33,144
               
Larry W. Jones
2013
10,200
7,014
-
1,758
8,162
27,134
 
2012
8,769
6,815
-
1,519
8,438
25,541
 
2011
9,623
6,652
-
1,309
7,608
25,192
               
James B. Draughn
2013
10,200
8,750
-
1,093
7,920
27,963
 
2012
8,406
8,406
-
934
8,217
25,963
 
2011
9,117
8,250
-
792
7,445
25,604

(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.
 
 
The following table sets forth the information regarding plan based awards granted to NEOs in 2013.

GRANTS OF PLAN BASED AWARDS
 
Name
Grant
Date
Payouts Under Non-Equity Incentive Plan Awards (1)
($)
All Other Awards: Number of
Securities
Underlying
Options
Granted (2)
(#)
Exercise
or Base
Price
($/share)
Grant Date Fair Value of Equity Awards (3) ($)
Jean R. Hale
-
161,600
-
-
-
Restricted Stock Grant
01/29/13
-
1,005
33.70
33,869
           
Kevin J. Stumbo
-
37,800
-
-
-
Restricted Stock Grant
01/29/13
-
395
33.70
13,312
           
Mark A. Gooch
-
93,000
-
-
-
Restricted Stock Grant
01/29/13
-
742
33.70
25,005
           
Larry W. Jones
-
41,600
-
-
-
Restricted Stock Grant
01/29/13
-
456
33.70
15,367
           
James B. Draughn
-
40,361
-
-
-
Restricted Stock Grant
01/29/13
-
437
33.70
14,727

(1)
This column shows the payouts for 2013 performance and paid in January 2014, under the Senior Management Incentive Compensation Plan as described in the Compensation Discussion & Analysis.

(2)
Restricted stock grants were earned for performance during the year 2012 and granted on January 29, 2013 under the Senior Management Incentive Plan.  The restrictions on the restricted stock lapse ratably over four years or upon a change in control of CTBI.

(3)
The grant-date fair value of restricted stock grants was $33.70 per share, measured in accordance with ASC 718.

As described previously under Long-Term Incentive Plan, during 2012, 2013 and in early 2014, the Committee approved grants of cash-based performance units to the Named Executive Officers.  CTBI did not achieve the required level of performance for 2011 under the Senior Management Incentive Compensation Plan.  As a result, the Named Executive Officers were not entitled to a cash incentive award for 2011, and no grants of equity awards were made to any NEOs in 2012 for 2011 performance.  The following table sets forth the estimated payouts of non-equity incentive plan awards that may result from the performance units granted to the Named Executive Officers in 2014, 2013, and 2012:

ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS

Name
Year Granted
Minimum ($)
Target ($)
Maximum ($)
Jean R. Hale
2014
52,500
210,000
315,000
 
2013
37,875
151,500
227,250
 
2012
24,250
97,000
145,500
         
Kevin J. Stumbo
2014
5,500
44,000
66,000
 
2013
5,000
40,000
60,000
 
2012
7,163
28,650
42,975
         
Mark A. Gooch
2014
28,875
115,500
173,250
 
2013
23,250
93,000
139,500
 
2012
13,425
53,700
80,550
         
Larry W. Jones
2014
6,000
48,000
72,000
 
2013
5,750
46,000
69,000
 
2012
8,250
33,000
49,500
         
James B. Draughn
2014
5,800
46,400
69,600
 
2013
5,525
44,200
66,300
 
2012
7,913
31,650
47,475

The following tables set forth information concerning options exercised by the NEOs and restricted stock vested during 2013 and the number and value of unexercised options and restricted stock held by the NEOs of CTBI at December 31, 2013.

OPTION EXERCISES AND RESTRICTED STOCK VESTED

Name
Shares Acquired on Exercise (#)
Value Realized (1) ($)
Shares Acquired on Vesting (#)
Value Realized (1)
($)
Jean R. Hale
8,250
131,827
1,420
47,854
         
Kevin J. Stumbo
3,750
54,488
852
28,712
         
Mark A. Gooch
5,500
87,885
1,136
38,283
 
        
Larry W. Jones
6,500
42,070
852
28,712
         
James B. Draughn
22,119
237,232
852
28,712

(1)
The value realized is calculated based on the closing market price on the date of exercise in the case of option exercises and the date of vesting in the case of restricted stock.
 
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013

Name
Number of Securities Underlying Unexercised Options and Restricted Stock Grants at Fiscal Year-End (1) (#)
Option Exercise Price ($)
Expiration Date (2)
Value of Unexercised In-the-Money Options and Restricted Stock Grants at Fiscal Year-End (3) ($)
Exercisable
Unexercisable
Exercisable
Unexercisable
Jean R. Hale
            
Stock Option Grants:
            
Granted 01/28/05
9,552
0
30.880
01/28/15
136,403
-
Granted 01/27/06
9,864
0
32.440
01/27/16
125,470
-
Granted 01/23/07
11,297
0
38.950
01/23/17
70,154
-
Granted 01/29/08
6,250
0
28.320
01/29/18
105,250
-
Restricted Stock Grants:
            
Granted 01/27/09
0
1,223
-
01/27/14
-
55,231
Granted 01/26/10
0
9,642
-
01/26/15
-
435,433
Granted 01/25/11
0
4,952
-
01/25/16
-
223,632
Granted 01/29/13
0
1,005
-
01/29/17
-
45,386
             
Kevin J. Stumbo
            
Stock Option Grants:
            
Granted 01/27/06
3,121
0
32.440
01/27/16
39,699
-
Granted 01/23/07
4,814
0
38.950
01/23/17
29,895
-
Restricted Stock Grants:
            
Granted 01/27/09
0
408
-
01/27/14
-
18,425
Granted 01/26/10
0
3,214
-
01/26/15
-
145,144
Granted 01/25/11
0
1,932
-
01/25/16
-
87,249
Granted 01/29/13
0
395
-
01/29/17
-
17,838
             
Mark A. Gooch
            
Stock Option Grants:
            
Granted 01/28/05
7,284
0
30.880
01/28/15
104,016
-
Granted 01/27/06
7,552
0
32.440
01/27/16
96,061
-
Granted 01/23/07
8,665
0
38.950
01/23/17
53,810
-
Granted 01/29/08
5,000
0
28.320
01/29/18
84,200
-
Restricted Stock Grants:
            
Granted 01/27/09
0
815
-
01/27/14
-
36,805
Granted 01/26/10
0
6,428
-
01/26/15
-
290,288
Granted 01/25/11
0
3,647
-
01/25/16
-
164,699
Granted 01/29/13
0
742
-
01/29/17
-
33,509
             
Larry W. Jones
            
Stock Option Grants:
            
      Granted 01/28/05
2,332
0
30.880
01/28/15
33,301
-
Granted 01/27/06
4,623
0
32.440
01/27/16
58,805
-
Granted 01/23/07
5,055
0
38.950
01/23/17
31,392
-
Restricted Stock Grants:
            
Granted 01/27/09
0
408
-
01/27/14
-
18,444
Granted 01/26/10
0
3,214
-
01/26/15
-
145,144
Granted 01/25/11
0
2,276
-
01/25/16
-
102,784
Granted 01/29/13
0
456
-
01/29/17
-
20,593
             
James B. Draughn
            
Stock Option Grants:
            
Granted 01/23/07
4,814
0
38.950
01/23/17
29,895
-
Restricted Stock Grants:
            
Granted 01/27/09
0
408
-
01/27/14
-
18,425
Granted 01/26/10
0
3,214
-
01/26/15
-
145,144
Granted 01/25/11
0
2,099
-
01/25/16
-
94,791
Granted 01/29/13
0
437
-
01/29/17
-
19,735
 
(1) 
Options granted as senior management incentive options in the stock ownership plans become exercisable in equal 25% installments beginning one year after the date of the grant and become fully exercisable upon a change in control of CTBI.  Options granted as management retention options in the stock ownership plans become exercisable after five years and become fully exercisable upon a change in control of CTBI.  Options expire if not exercised ten years after the date of the grant.  The restrictions on the restricted stock granted to NEOs prior to December 31, 2012 will lapse after five years.  The restrictions on the restricted stock granted after December 31, 2012 will lapse ratably over four years.  All restrictions on restricted stock lapse upon a change in control of CTBI.

(2)  
This column represents the expiration date of stock options and the date restrictions lapse on restricted stock grants.

(3)  
Based on the closing price of $45.16 of our common stock at December 31, 2013.
 
CHANGE IN CONTROL AND TERMINATION BENEFITS
 
CTBI provides additional benefits, not included in the previous tables, to the NEOs in the event of a change in control.  The following table provides an estimate of the value of such benefits, assuming the change in control had occurred on December 31, 2013.

Name
Severance Payment Equal to 2.99 Times Annual Base Salary
(1) ($)
Severance Payment Equal to 2.00 Times Annual Base Salary
(2) ($)
Acceleration of Restricted Stock Grants
(3) ($)
Acceleration of Performance Based Units Payable in Cash
(4) ($)
Total (Based on 2.99 Times Annual Base Salary)
(1) ($)
Total (Based on 2.00 Times Annual Base Salary)
(2) ($)
Jean R. Hale
1,509,950
1,010,000
759,682
115,167
2,384,798
1,884,848
             
Kevin J. Stumbo
627,900
420,000
268,657
32,433
928,990
721,090
             
Mark A. Gooch
1,112,280
744,000
525,301
66,800
1,704,381
1,336,101
             
Larry W. Jones
687,700
460,000
286,947
37,333
1,011,980
784,280
             
James B. Draughn
660,790
442,000
278,095
35,833
974,719
755,929

(1)
Severance agreements with the NEOs require payment of an amount equal to 2.99 times annual base salary in the event of a change in control of CTBI followed by: (a) a subsequent involuntary termination; or (b) a voluntary termination preceded by a change in duties.

(2)
Severance agreements with the NEOs require payment of an amount equal to 2.00 times annual base salary in the event of a voluntary termination not preceded by a change in duties subsequent to a change in control of CTBI.

(3)
The restrictions on restricted stock lapse immediately upon a change in control of CTBI.  The amounts shown for restricted stock represent the number of shares granted multiplied by the closing price at December 31, 2013 of $45.16.

(4)
Upon a change in control, any then outstanding performance units shall become fully vested following the change in control, in an amount which is equal to the greater of (a) the amount payable under the performance unit at the target cumulative net income level multiplied by a percentage equal to the percentage that would have been earned under the terms of the performance unit agreement assuming that the rate at which the performance goal has been achieved as of the date of such change in control would have been continued until the end of the performance period; or (b) the amount payable under the performance unit at the target cumulative net income level multiplied by the percentage of the performance period completed by the participant at the time of the change in control.

See the Employment Contracts, Termination of Employment, and Change in Control Agreements section of the Compensation Discussion and Analysis for further information.

 
SHAREHOLDER PROPOSALS
 
It is currently contemplated that next year’s Annual Meeting of Shareholders will be held on or about April 28, 2015.  In the event that a shareholder desires to have a proposal considered for presentation at CTBI’s next Annual Meeting of Shareholders and inclusion in the Proxy Statement for such meeting, the proposal must be forwarded in writing to the Secretary of CTBI so that it is received no later than December 4, 2014.  Any such proposal must comply with the requirements of Rule 14(a)-8 promulgated under the Act.  If a shareholder intends to present a proposal at the next Annual Meeting of Shareholders, but has not sought the inclusion of such proposal in CTBI’s Proxy, Notice of Meeting, and Proxy Statement, such proposal must be received by the Secretary of CTBI prior to February 17, 2015 or CTBI’s management proxies for the Annual Meeting will be entitled to use their discretionary voting authority should such proposal then be raised, without any discussion of the matter in CTBI’s Proxy, Notice of Meeting, or Proxy Statement.


MISCELLANEOUS
 
The Board of Directors of CTBI knows of no other business to be presented to the Annual Meeting.  If other matters should properly come before the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the proxy.  The Board of Directors urges each shareholder who does not intend to be present and to vote at the Annual Meeting to submit a proxy as promptly as possible.


By Order of the Board of Directors





/s/ Jean R. Hale
Jean R. Hale
Chairman of the Board,
President and Chief Executive Officer



Pikeville, Kentucky
April 3, 2014
 
 
 
 
 

 Attachment A