Chad Street
About Chad C. Street
Chad C. Street, DMD, MD, age 53, is an independent director of Community Trust Bancorp, Inc. (CTBI), elected to the Board in 2021; he has served on Community Trust Bank, Inc. (CTB)’s Board since 2017 . He holds a DMD from the University of Kentucky (1996) and completed a combined DMD/MD Oral & Maxillofacial Surgical residency at UK Chandler Medical Center (completed June 2003); he is in private practice in Pikeville, KY, and owns East Kentucky Oral & Maxillofacial Surgery, PSC, and Street Investments, LLC . The Board classifies him as independent under Nasdaq standards; CTBI’s Board held eight meetings in 2024 and each director met the 75% attendance threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Kentucky Oral & Maxillofacial Surgery, PSC | Sole Owner and Surgeon | Since 2006 (after 3-year associateship) | Practice management and financial oversight |
| University of Kentucky Medical Center | Staff privileges; voluntary faculty (medical school and surgical departments) | Ongoing (dates not specified) | Clinical privileges and voluntary teaching |
| Pikeville Medical Center | Staff privileges | Ongoing (dates not specified) | Inpatient/outpatient surgical privileges |
| Kentucky Mountain Dental Society | Past President (three terms) | Not specified | Dental community leadership |
| CTB Board | Director | Since 2017 | Member, CTB Loan Committee |
External Roles
| Organization | Role | Scope |
|---|---|---|
| University of Pikeville (UPIKE) Osteopathic School of Medicine | Voluntary faculty preceptor | Academic mentoring/preceptorship |
| University of Kentucky Medical School | Voluntary faculty | Academic contributions |
| University of Kentucky Chandler Medical Center | Training completion; ongoing consults | Oral & maxillofacial surgery training and consultations |
Board Governance
- Independence: The Board determined Dr. Street is independent under Nasdaq Rule 5605; nine of ten CTBI directors are independent .
- Committee assignments (CTBI Board): Executive Committee; Audit and Asset Quality Committee; Risk and Compliance Committee; Nominating and Corporate Governance Committee; CTB Loan Committee .
- Attendance: Board held eight meetings in 2024; each director attended at least 75% of Board and committee meetings; Board held four executive sessions of non-management directors .
- Lead Independent Director: Eugenia “Crit” Luallen serves as Vice Chairman and Lead Independent Director .
- Committee activity levels (2024):
- Audit and Asset Quality Committee: 13 meetings; all members independent; audit financial expert designated (Farris) .
- Compensation Committee: 2 meetings; all members independent .
- Nominating & Corporate Governance: 1 meeting; all members independent .
- Risk & Compliance: 4 meetings; all members independent .
| Committee | Role/Status | 2024 Meetings |
|---|---|---|
| Executive Committee | Member | Not disclosed by count |
| Audit & Asset Quality | Member (independent) | 13 |
| Risk & Compliance | Member (independent) | 4 |
| Nominating & Corporate Governance | Member (independent) | 1 |
| CTB Loan Committee | Member | Monthly participation up to $300/month noted for CTB Loan Committee service (structure described) |
Governance policies
- Hedging/pledging: Directors and executive officers are prohibited from hedging and from pledging a “significant” amount of CTBI equity (defined as the lesser of 1% of outstanding equity or 50% of their holdings) .
- Related-party transaction oversight: Compensation Committee reviews and approves related-party transactions; ordinary-course credit transactions for directors occur on market terms without unfavorable features per Board opinion .
Fixed Compensation
2024 Director Compensation (structure and Dr. Street’s fees)
- Structure: $16,250 per quarter retainer; committee meeting fees ($600 when held the day prior to quarterly Board meetings; $100 by telephone for special meetings; $300 for other committee meetings on separate days); incremental stipends for chairs/lead director; no stock awards or options to directors in 2024 .
- Fees paid: Dr. Street received $72,400 total fees for 2024 .
| Component | Amount/Detail |
|---|---|
| Quarterly director retainer | $16,250 per quarter |
| Committee meeting fees | $600 (day prior to regular Board); $100 (special by phone); $300 (other committee meetings on separate days) |
| Chair stipends (quarterly) | Audit Chair $3,125; Compensation Chair $2,125; Risk Chair $1,875; Nominating Chair $1,875; Corporate Retirement Chair $1,250 |
| Lead Independent Director stipend | $2,500 (2024) |
| Options/Stock grants to directors | None in 2024 |
| Dr. Street – 2024 total fees | $72,400 |
2025 Director Compensation (approved changes; subject to equity plan approval)
- Mix: Annual compensation increased by $10,000 and shifted to $55,000 cash + $20,000 equity (stock award), contingent on shareholder approval of the Amended and Restated 2025 Stock Ownership Incentive Plan .
- Committee/lead director fees (2025): Lead Director $20,000; Joint Audit Chair $12,500; Compensation Chair $8,500; Risk Chair $7,500; Nominating Chair $7,500; Corporate Retirement Chair $5,000; per-meeting fees: Audit $750; Risk $750; Compensation $500; Nominating $500; Corporate Retirement $500 .
| 2025 Role/Component | Amount |
|---|---|
| Base director cash retainer | $55,000 |
| Director equity (stock award) | $20,000 (subject to plan approval) |
| Lead Independent Director stipend | $20,000 |
| Audit & Asset Quality Chair | $12,500 |
| Compensation Chair | $8,500 |
| Risk & Compliance Chair | $7,500 |
| Nominating & Corporate Governance Chair | $7,500 |
| Corporate Retirement & Employee Benefit Chair | $5,000 |
| Per-meeting fees (Audit/Risk) | $750 |
| Per-meeting fees (Comp/NCG/Retirement) | $500 |
Performance Compensation
Director equity under 2025 Stock Ownership Incentive Plan (pending shareholder approval)
- Purpose: Enable stock awards to directors; broaden eligible participants to include Board members .
- Authorized shares: 550,000 shares; equity plan has no repricing without shareholder approval .
- Director stock awards: Unrestricted stock awards may be granted, capped at 5% of total plan shares; restricted stock must have minimum one-year restriction; stock options/SARs minimum one-year to vest .
- Change-in-control protection: Double-trigger acceleration for options/SARs/restricted stock; performance units (for executives) accelerate per defined formula .
- Recoupment: All awards subject to CTBI’s clawback policy and applicable listing standards .
| Plan Feature | Detail |
|---|---|
| Eligible participants | Full-time employees; if restatement approved, Board members eligible |
| Authorized shares | 550,000 |
| Director stock awards | Unrestricted stock awards allowed; aggregate cap 5% of plan shares |
| Restricted stock minimum restriction | ≥1 year; performance or service-based |
| Options/SARs | Grant price ≥ fair market value; vest ≥1 year |
| No repricing | Without shareholder approval |
| Change-in-control | Double-trigger acceleration for equity; formula for performance units |
| Recoupment/clawback | Subject to CTBI policies and listing standards |
Note: CTBI did not grant equity to directors in 2024; equity awards to directors begin in 2025 contingent on shareholder approval of the plan .
Other Directorships & Interlocks
| Entity | Type | Role | Notes |
|---|---|---|---|
| Community Trust Bank, Inc. (CTB) | Subsidiary | Director; CTB Loan Committee member | Continues service; meeting fee structure disclosed |
| CTIC (Trust subsidiary) | Subsidiary | Not specifically disclosed for Dr. Street | Not listed for Dr. Street |
- No other public company directorships are disclosed for Dr. Street .
- Related-party transactions oversight exists; ordinary-course director banking relationships occur on market terms (no unfavorable features per Board’s opinion) .
Expertise & Qualifications
- Clinical and medical leadership: Oral & maxillofacial surgeon with nearly 20 years of practice and hospital privileges; voluntary faculty roles at UK and UPIKE .
- Business/financial management: Sole owner/operator with extensive financial and practice management experience; ownership of a real estate management company (Street Investments, LLC) .
- Community leadership: Past President (three terms) of the Kentucky Mountain Dental Society .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | % of Outstanding Shares |
|---|---|---|---|
| Chad C. Street | 6,100 | Includes 1,100 shares held by his wife over which he has no voting or investment power | 0.034% (6,100 / 18,101,765) |
- Hedging and significant pledging of CTBI stock by directors is prohibited under Insider Trading Policy .
Governance Assessment
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Strengths:
- Independent director with multi-committee engagement (Executive, Audit, Risk, Nominating), signaling strong Board participation and oversight breadth .
- Board policy prohibits hedging and significant pledging, supporting ownership alignment and reducing risk .
- 2025 shift to include director equity improves alignment with shareholders; no equity to directors in 2024 mitigated dilution concerns, but added equity enhances skin-in-the-game going forward .
- Board held executive sessions, and Lead Independent Director structure provides counterbalance to combined CEO/Chair roles .
-
Potential risks/monitoring points:
- Combined CEO/Chair role can concentrate power; mitigated by an active Lead Independent Director and majority independent board .
- Director-related banking transactions occur in the ordinary course; ongoing committee oversight of related-party transactions reduces conflict risk (note policy process) .
- No specific red flags disclosed for Dr. Street (no late Section 16 filings for him; no disclosed related-party transactions involving his entities), but vigilance on any future CTBI credit exposure to his private businesses remains prudent under the stated policy framework .