Anthony St. Charles
About Anthony W. St. Charles
Anthony W. St. Charles, age 66, is an independent director of Community Trust Bancorp, Inc. (CTBI) appointed in 2010, with over thirty years of banking and financial technology consulting experience and prior officer-level roles at U.S. Bank and Unisys. He is President & CEO of The St. Charles Group, LLC (Cincinnati), specializing in control environment reviews, remediation, electronic banking, retail delivery channel analysis, and back-office operations reengineering; he also serves on the board of Community Trust and Investment Company (CTIC) . He is classified as “independent” under Nasdaq standards, and CTBI’s board held eight meetings in 2024, with all directors meeting the 75% attendance threshold and attending the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The St. Charles Group, LLC | President & CEO | >30 years | Consulting focus on control environment, electronic banking, retail delivery, operations reengineering; provides subject matter expertise to U.S./European financial institutions and technology firms . |
| U.S. Bank | Officer-level positions | 14 years | Line and leadership experience in banking operations . |
| Unisys Corporation | Sales and consulting | 5 years | Technology solutions in financial services . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Community Trust and Investment Company (CTIC) | Director | Private subsidiary | CTBI subsidiary directorship . |
| The St. Charles Group, LLC | President & CEO | Private | No related-party transaction with CTBI disclosed . |
Board Governance
- Committee assignments and leadership:
- Risk and Compliance Committee: Chairman; met 4 times in 2024 .
- Compensation Committee: Vice Chairman; committee met 2 times in 2024 .
- Executive Committee: Vice Chairman .
- Corporate Retirement and Employee Benefit Committee: Vice Chairman .
- Audit and Asset Quality Committee: Member; Audit Committee met 13 times in 2024 .
- Independence and oversight:
- Identified as independent; Lead Independent Director (Ms. Luallen) presides over executive sessions; board uses combined CEO/Chair model with lead independent oversight .
- Board held eight meetings in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting; board held four executive sessions in 2024 .
- Risk oversight:
- As Risk & Compliance Chair, oversees quarterly comprehensive risk reporting from the Chief Internal Audit/Risk Officer and the EWRM program governance; Audit Committee and Risk & Compliance Committee share primary risk oversight .
Fixed Compensation
| Component | Structure/Amount | 2024 Actual |
|---|---|---|
| Board cash retainer | $16,250 per quarter ($65,000/year) | Included in total . |
| Chair stipends (per quarter) | Risk & Compliance Chair: $1,875 ($7,500/year); other chair stipends as disclosed | Included in total . |
| Committee meeting fees | $100 special telephone; $300 other meetings not adjacent to regular board day | Included in total . |
| Director total fees (2024) | — | $80,500 |
- 2025 adjustments approved: total annual board compensation increased $10,000 and shifted to $55,000 cash + $20,000 equity stock award (subject to shareholder approval of Amended & Restated 2025 Stock Ownership Incentive Plan). Additional roles pay: Lead Director $20,000; Committee Chairs—Audit $12,500, Compensation $8,500, Risk & Compliance $7,500, Nominating & Corporate Governance $7,500, Corporate Retirement & Employee Benefit $5,000; meeting fees: Audit & Risk $750, Comp $500, Nominating $500, Retirement $500 .
Performance Compensation
- Directors received no option awards, stock awards, retirement benefits, or other benefits in 2024; director compensation was cash-based only .
- 2025 equity eligibility: The Amended and Restated 2025 Stock Ownership Incentive Plan expands eligibility to board members and allows stock awards; authorized shares 550,000; stock awards up to 5% of plan shares; no repricing permitted; change-in-control features use double trigger; awards subject to CTBI recoupment policy .
- Not performance-based for directors: equity stock awards to directors in 2025 are fixed-value grants (e.g., $20,000) rather than tied to ROAA/EPS metrics used in executive incentive plans .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| CTIC (subsidiary) | Director | Internal subsidiary; no interlocks with competitors/suppliers disclosed . |
| Other public company boards | — | None disclosed . |
Expertise & Qualifications
- Financial services operations, risk, and controls; extensive consulting to banks and fintech; electronic banking/retail delivery expertise .
- Committee leadership in risk oversight and compensation; member of audit committee; aligns with financial literacy and governance needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Anthony W. St. Charles | 10,061 | <1% (of 18,101,765 shares outstanding) | Sole voting/investment unless otherwise noted; percent classification per SEC rules . |
- Hedging/pledging policy: Directors and executive officers are prohibited from hedging CTBI equity and pledging a “significant” amount defined as the lesser of 1% of outstanding shares or 50% of their holdings; portfolio diversification/broad-based vehicles excluded .
- No shares pledged by St. Charles disclosed; no related-party loans/transactions tied to him disclosed .
Governance Assessment
- Board effectiveness: St. Charles’ chairmanship of the Risk & Compliance Committee and service on Audit and Compensation (Vice Chair) position him centrally in risk, financial reporting, and pay oversight—positive for governance rigor when combined with independent status and documented committee activity levels (Audit: 13 meetings; Risk: 4; Compensation: 2) .
- Alignment: 2024 director pay is purely cash; 2025 introduction of $20,000 equity awards to outside directors should incrementally improve alignment, with guardrails against repricing and a robust clawback/recoupment framework; equity grants to directors are not performance-linked, limiting at-risk exposure versus executives .
- Conflicts: Operates a consulting firm serving financial institutions/technology firms; CTBI discloses related-party transaction review by the Compensation Committee and lists a law-firm relationship for a former director only. No related-party transactions involving St. Charles disclosed—low conflict signal, subject to ongoing monitoring given his industry exposure .
- Independence/attendance: Independent status affirmed; board maintained executive sessions; all directors met attendance requirements and attended the annual meeting—positive engagement signal .
- Shareholder sentiment: 2024 say‑on‑pay passed with ~95% approval—indirectly supportive of compensation governance environment overseen by Compensation Committee where St. Charles is Vice Chair .
RED FLAGS: None disclosed specific to St. Charles (no hedging/pledging, no related-party transactions, no attendance shortfalls). Monitoring recommended for potential consulting conflicts if The St. Charles Group were to engage with CTBI or its subsidiaries in the future .