Andrew Jones
About Andrew Jones
D. Andrew Jones, age 62, is Executive Vice President of Community Trust Bancorp, Inc. (CTBI) and Northeastern Region President of Community Trust Bank, Inc.; he has served as a CTBI executive officer since 2010 and has been with the company since 1987 . Recent company performance context during his tenure includes FY 2024 net income of $82.8 million and EPS of $4.61, versus $78.0 million and $4.36 in 2023; CTBI’s five-year TSR measured from 12/31/2019 stood at 125.93 in 2024 (peer group 121.20) . His compensation levers align to CTBI’s enterprise plans emphasizing ROAA and EPS for annual incentives and cumulative net income for long-term incentives, subject to clawbacks and anti-hedging/pledging policies .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Community Trust Bank, Inc. | Senior Vice President / Senior Lender, Ashland Market | 2002–2010 | Senior lending leadership in Ashland market |
| Community Trust Bancorp, Inc. / Community Trust Bank, Inc. | Executive Vice President; Northeastern Region President (CTB) | 2010–present | Regional leadership; CTBI executive officer since 2010 |
External Roles
- None disclosed in company filings reviewed.
Fixed Compensation
- Individual base salary and cash benefits for Mr. Jones are not disclosed (he is not a Named Executive Officer in recent proxies). CTBI targets executive salaries around market median and approved 2025 NEO base increases of 4.0%–8.7% as context for executive pay positioning . Benefits offered company-wide include ESOP (4% of wages), 401(k) match (50% of first 8%), health/life insurance, and modest perquisites; executives also have split-dollar supplemental life insurance and may defer cash bonuses .
Performance Compensation
Annual incentives (plan-level design for executive officers):
- Metrics: ROAA and EPS with payout curves; base targets updated annually (2024 base ROAA 1.36%, EPS $4.40; 2025 base ROAA 1.44%, EPS $4.96) .
- 2024 actuals and payout: CTBI achieved ROAA 1.41% and EPS $4.61; due to accrual provisions, NEO bonuses paid at base level despite “second tier” performance .
- Vesting: Equity granted under annual plan (restricted stock/options) typically vests 25% per year over four years; accelerated on double-trigger CIC or upon death/disability per plan terms .
Long-term incentives (executive officers):
- Instrument: Cash performance units tied to three-year cumulative net income; paid after the period ends .
- 2025–2027 target: Cumulative net income target $283.0 million with CEO/Other Executive Officer payout range of 10–60%/5–30% of salary at min–max outcomes .
- Prior cycle: 2022–2024 target $238 million; actual $242.6 million; plan paid at 100% of target for NEOs (context) .
Detailed annual incentive structure for 2025 (Group I: CTBI CEO and other executive officers):
| Metric | Target (Base) | Award as % of Salary (CEO) | Award as % of Salary (Other Execs) | Vesting |
|---|---|---|---|---|
| ROAA | 1.44% | 50% at base; 25–100% min–max | 30% at base; 15–60% min–max | Cash pays currently; equity awards (options/RSUs) vest 25% annually over 4 years |
| EPS | $4.96 | See above | See above | See above |
2024 plan actuals (context):
| Metric | 2024 Target (Base) | 2024 Actual | Payout note |
|---|---|---|---|
| ROAA | 1.36% | 1.41% | Paid at base level due to accrual requirement |
| EPS | $4.40 | $4.61 | Paid at base level due to accrual requirement |
Equity Ownership & Alignment
Beneficial ownership (Mr. Jones):
- As of 2/28/2025: 24,545 shares, including 1,646 restricted shares; 3,261 shares in 401(k); 12,391 shares in ESOP (voting power) .
- As of 2/29/2024: 33,799 shares, including 10,000 options exercisable within 60 days; 1,380 restricted shares; 3,132 401(k); 11,578 ESOP (voting power) .
- Ownership as % of outstanding (approximate): ~0.14% based on 24,545 shares vs. 18,101,765 shares outstanding on 2/28/2025 .
- Vesting overhang: Restricted stock generally vests ratably over four years; options may be granted at or above fair market value with at least one-year vesting; no stock options outstanding company-wide at 12/31/2024 per disclosure, though the 2025 Plan re-enables options and other awards .
- Hedging/pledging: CTBI prohibits hedging and prohibits pledging a “significant” amount of company stock (lesser of 1% of outstanding or 50% of owned); no pledging by Mr. Jones is disclosed .
Ownership table:
| Date | Total beneficial shares | Breakdown (restricted / 401(k) / ESOP / options within 60 days) |
|---|---|---|
| 2/28/2025 | 24,545 | 1,646 / 3,261 / 12,391 / N/A |
| 2/29/2024 | 33,799 | 1,380 / 3,132 / 11,578 / 10,000 |
Insider activity and potential selling pressure:
- Form 144 filed (notice of intent to sell) by “Jones David Andrew” on July 19, 2024 .
- Form 4 filed January 28–29, 2025 (stock award grant reported) . Yahoo’s insider screen shows a “Stock Award (Grant)” entry for Mr. Jones on Jan 28, 2025 (0.00 price placeholder commonly used for RSUs) .
- Form 5 (annual statement of changes) filed January 13, 2025 .
Employment Terms
- Contracts: CTBI does not provide individual employment agreements to executives .
- Severance and change-of-control (CIC): Executives (including non-NEO executive officers) are party to Severance Agreements. Multiples are 2.99× base salary for involuntary termination or voluntary termination with change in duties post‑CIC and 2.00× for voluntary termination without change in duties; covered period up to two years post‑CIC for qualifying terminations; agreements auto-renew annually .
- Equity plan CIC: The 2025 Stock Ownership Incentive Plan uses a double-trigger for acceleration; options/SARs vest and restrictions on restricted stock lapse, performance units settle per formula upon qualifying termination within 24 months post‑CIC .
- Clawback: CTBI adopted a Nasdaq-compliant recovery policy effective December 1, 2023 covering erroneously awarded incentive-based compensation to current and former executive officers .
- Insider trading policy: Prohibits hedging of CTBI stock and pledging significant amounts of CTBI stock by directors and executive officers .
Performance & Track Record (Company context during his executive tenure)
| Year | Net income ($mm) | EPS ($) | TSR (value of $100 from 12/31/2019) | Peer TSR comparator |
|---|---|---|---|---|
| 2024 | 82.813 | 4.61 | 125.93 | 121.20 |
| 2023 | 78.004 | 4.36 | 135.13 | 141.16 |
Notes:
- Annual incentives for executives are tied to ROAA and EPS; 2024 results triggered base-level payouts due to plan accrual features .
- CTBI shareholder support for executive pay has been strong: say‑on‑pay approval ~95% in 2024 and ~94% in 2023 (context) .
Investment Implications
- Alignment: Mr. Jones’ incentives are tied to profitability (ROAA, EPS) and multi‑year cumulative net income; equity vests over four years with double‑trigger CIC, promoting retention and long‑term focus; hedging/pledging prohibitions enhance alignment .
- Ownership and potential supply: He beneficially owned 24,545 shares as of 2/28/2025 (~0.14% of shares outstanding), with restricted/ESOP/401(k) components; a July 2024 Form 144 indicates potential periodic selling, and a January 2025 stock award grant adds future vesting supply to monitor around annual award/vesting dates .
- Retention risk and downside protections: Absence of employment contracts but presence of CIC severance (2.99×/2.00×) and double‑trigger equity acceleration mitigate retention risk during consolidation scenarios; clawback policy adds governance discipline .
- Pay-for-performance integrity: 2024 payouts were constrained to base level due to accrual requirements despite above‑base operating results, evidencing plan discipline; LTIP is cash‑settled to avoid dilution, hinging on multi‑year earnings delivery .