Andy Waters
About Andy Waters
Andy D. Waters is Executive Vice President of CTBI and President & CEO of Community Trust and Investment Company (CTIC). He has been an executive officer since 2011 and with CTIC since 2004, previously serving as Senior Vice President/Manager of Trust & Estate Services before becoming President & CEO effective January 1, 2011 . Age: 59 (as of Feb 28, 2025) . CTBI’s recent operating performance under current executive leadership: 2024 EPS $4.61, net income $82.8 million, revenues $248.6 million, ROAA 1.41%, and 5‑year cumulative total shareholder return of 137.01 (vs NASDAQ Bank Stocks 146.80) . CTIC trust assets under management were $3.7 billion at year‑end 2024, indicating the scale of the franchise Waters leads .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Trust and Investment Company (CTIC) | Senior Vice President/Manager of Trust & Estate Services | 2004–2010 | Led trust and estate services function, foundation for subsequent leadership of CTIC . |
| Community Trust and Investment Company (CTIC) | President & CEO | 2011–present | Oversees CTIC; trust AUM reached $3.7B in 2024, supporting fee income diversification . |
| Community Trust Bancorp, Inc. (CTBI) | Executive Vice President | 2011–present | Executive officer of holding company; part of Group I executives within firm-wide incentive structures . |
External Roles
No public company directorships or external roles disclosed for Waters. Skip if not disclosed.
Fixed Compensation
- Individual base salary for Waters is not separately disclosed (proxy reports NEOs only). CTBI manages executive base salaries toward the market median of a defined peer group, with 2025 increases approved to align with median competitiveness .
Performance Compensation
CTBI uses a two-tier incentive structure that applies to the CEO and “Group I – other executive officers,” which includes Waters as an executive officer of CTBI.
2024 Annual Incentive Plan (structure and outcomes)
| Metric | Target (Base) | Actual | Payout Determination | Notes |
|---|---|---|---|---|
| ROAA | 1.36% | 1.41% | Incentives paid at base level due to accrual mechanics | Plan uses ROAA and EPS hurdles; no disclosed weighting. |
| EPS | $4.40 | $4.61 | Incentives paid at base level due to accrual mechanics | Base-level payouts for executives; NEOs received base-level cash awards . |
Base-level award percentages by participant category (reference for Group I executives):
- CTBI CEO: 50% of salary at base .
- Group I – Other executive officers (includes Waters): 30% of salary at base; range 15% minimum to 60% maximum depending on performance tier .
Equity under the annual plan:
- Restricted stock awards are linked to performance tiers; vesting for executive awards lapses 25% annually over 4 years, with acceleration provisions for death, disability, retirement discretion, and certain change-in-control termination events .
2025 Annual Incentive Plan (targets and ranges)
| Metric | Target (Base) | Cash Award Range (as % of Salary) – Group I Other Execs | Equity Award Range (as % of Salary) – Group I Other Execs |
|---|---|---|---|
| ROAA | 1.44% | 15% (min) → 60% (max) | 7.5% (min) → 17.25% (max) |
| EPS | $4.96 | 15% (min) → 60% (max) | 7.5% (min) → 17.25% (max) |
| Net Income “base trigger” | $89.87 million | Pays base if net income achieved even if ROAA/EPS shortfall | Pays base equity if net income achieved |
Vesting/administration standards:
- 2025 Stock Ownership Incentive Plan requires minimum 1-year vesting for options/SARs and restricted stock; performance units have a minimum 1-year performance period .
Long-Term Incentive Plan (Performance Units)
2025–2027 performance units for CEO and other executive officers pay in cash tied to cumulative net income, with the following schedule:
| Cumulative Net Income vs Target | Award as % of Salary – CEO | Award as % of Salary – Other Executive Officers |
|---|---|---|
| 90% (minimum) | 10.0% | 5.0% |
| 100% (target; $283.0M) | 40.0% | 20.0% |
| 110% (maximum) | 60.0% | 30.0% |
Prior LTIP outcome: 2022–2024 cumulative net income goal of $238M was exceeded with actual $242.6M; NEOs earned 100% of target under the LTIP (paid Jan 2025). This evidences pay-for-performance calibration at the plan level .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 11,098 shares (less than 1% of shares outstanding) . |
| ESOP holdings | 7,547 shares with voting power held via ESOP . |
| Restricted shares (unvested) | 1,660 restricted shares awarded under CTBI stock ownership plans . |
| Hedging/pledging policy | Prohibits hedging and pledging a “significant” amount (lesser of 1% of outstanding or 50% of owned shares) by directors/executive officers; Insider Trading Policy approved Jan 28, 2025 and filed with 2024 10‑K . |
| Ownership guidelines | No executive ownership multiple of salary disclosed; skip if not disclosed. |
Insider accumulation via ESOP (annual Form 5 disclosures):
| Fiscal Year End | ESOP Shares Acquired | Price Range |
|---|---|---|
| 2022 | 518.462 shares | $39.79–$47.37 per share . |
| 2023 | 168.9398 shares | $46.46–$33.74 per share . |
| 2024 | 138.2431 shares | $59.24–$39.28 per share . |
Historical options (legacy plans):
- Prior Form 5s indicate Waters held non-qualified stock options (e.g., 10,000 shares @ $32.27 expiring 1/27/2025) under the 2006 plan; current proxy notes no stock options outstanding at 12/31/2024 for NEOs and no options were granted in 2024, implying options usage has been phased out in favor of restricted stock/performance units .
Employment Terms
- No individual employment agreement; CTBI uses severance/change-in-control (“Severance Agreements”) for NEOs, other executive officers, and certain senior officers, auto-renewable after the initial 3-year term .
- Economics: 2.99× base salary upon involuntary termination or voluntary termination preceded by change in duties post-change-in-control; 2.00× base salary upon voluntary termination not preceded by change in duties .
- Change-in-control definitions (Severance Agreements) include 30%+ voting power acquisition, board turnover events, tender/exchange offers ≥30%, or asset transfers . The 2025 equity plan also provides double-trigger acceleration (vesting/lapse of restrictions) if termination occurs within 24 months post-CIC (notably for options/SARs/restricted stock and performance units with formulaic payout) .
- Clawback: CTBI adopted a SEC/Nasdaq-compliant “Policy for Recovery of Erroneously Awarded Compensation” effective Dec 1, 2023; CTBI also maintains a Committee-level recoupment policy tied to restatements caused by fraud/dishonesty/recklessness .
Perquisites and benefits:
- Executives receive minimal perquisites (e.g., country club memberships and similar items), aggregate value < $10,000 annually; broader benefits include ESOP contributions and 401(k) match consistent with company-wide plans .
Investment Implications
- Alignment and insider supply: Waters holds meaningful ESOP and unvested restricted stock; company policy prohibits hedging and significant pledging, reducing misalignment risk and overhang concerns. Recent Form 5s show ongoing ESOP accumulation, not opportunistic selling, moderating insider-sell pressure signals .
- Incentive design: Annual cash and equity awards for Group I executives hinge on ROAA/EPS (with a net income safeguard), and LTIP ties to 3-year cumulative net income—structures that motivate profitable growth without excessive risk-taking; vesting over 4 years aids retention .
- Retention/transition risk: Double-trigger CIC acceleration plus 2.99× salary severance provide security for key executives (including Waters), which can stabilize leadership through industry cycles but may elevate replacement costs in M&A scenarios .
- Operating context: CTBI’s 2024 earnings grew 6.2% with revenue up $17.8M; however, nonperforming loans increased to 0.59% of loans and net charge-offs rose, highlighting credit normalization in a rising-rate environment—an execution focus for CTIC and bank leadership teams . Shareholder say‑on‑pay support was 95% in 2024, indicating investor acceptance of compensation design .
Overall: Waters’ incentives align with core profitability (ROAA/EPS) and multi‑year net income, his equity ownership is principally through ESOP and restricted stock under anti‑hedging/pledging policies, and severance/CIC mechanics reduce retention risk; watch credit trends and incentive outcomes vs. 2025 targets to assess compensation alignment and near‑term trading signals .