Crit Luallen
About Crit Luallen
Eugenia Crittenden “Crit” Luallen (age 72) is CTBI’s Vice Chairman of the Board and lead independent director (appointed March 17, 2024); she joined CTBI’s Board in 2020 and brings extensive public-sector financial oversight experience, including two elected terms as Kentucky’s Auditor of Public Accounts (eight years total) . She currently chairs CTBI’s Compensation Committee, serves as Vice Chair of the Audit and Asset Quality Committee, and is a member of the Executive Committee and the Risk and Compliance Committee; she is also a director of Community Trust and Investment Company (CTIC), a CTBI subsidiary . The Board has determined she is independent under Nasdaq standards and selected her as lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CTB (Community Trust Bank) | Director | 2012–2014; reappointed 2016–2021 | Board service at CTB, CTBI’s bank subsidiary |
| Commonwealth of Kentucky | Auditor of Public Accounts | 2003–2011 (8 years; elected 2003 and 2007) | Oversaw audits of all state agencies and county governments |
| Commonwealth of Kentucky | Secretary of Governor’s Executive Cabinet | 7 years | COO-equivalent for Kentucky state government |
| Commonwealth of Kentucky | State Budget Director | 13 months (concurrent with Cabinet role) | Budget management and oversight |
| Commonwealth of Kentucky | Secretary of Finance and Administration Cabinet | Not specified | Managed financial resources and coordinated administrative services |
| Commonwealth of Kentucky | Lieutenant Governor | Appointed 2014 | Senior statewide office; public leadership |
| Kentucky Governor Andy Beshear Transition | Head, State Budget Transition Team | Appointed Nov 2019 | Led budget transition planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centre College | Vice Chair, Board of Trustees; Chair, Governance Committee | Not specified | Governance leadership |
| James Graham Brown Foundation | Vice Chair | Not specified | Philanthropic oversight |
Board Governance
- Independence and leadership: The Board determined Luallen is independent and selected her as lead independent director; the lead independent director presides over executive sessions and acts as liaison to the Chair/CEO while influencing board agendas .
- Committee assignments and roles: Luallen is Compensation Committee Chair; Audit and Asset Quality Committee Vice Chair; member, Executive Committee and Risk and Compliance Committee .
- Meeting cadence and attendance: Board held eight meetings in 2024; each director attended at least 75% of aggregate board and relevant committee meetings, and all directors attended the 2024 Annual Meeting; executive sessions were held four times in 2024 .
- Audit oversight intensity: The Audit and Asset Quality Committee held 13 meetings in 2024 and met with auditors with and without management; the committee recommended including audited financials in CTBI’s 2024 Form 10-K .
- Committee independence: Compensation Committee members (including Luallen) met applicable independence standards and convened two times in 2024; Risk and Compliance Committee met four times and is independent .
Committee Assignments and 2024 Activity
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 2 |
| Audit & Asset Quality | Vice Chair | 13 |
| Risk & Compliance | Member | 4 |
| Executive Committee | Member | Not disclosed |
Fixed Compensation
CTBI revised director pay effective 2025 following an independent consultant review (Pearl Meyer), noting prior compensation ranked at the 30th percentile of peers and CTBI was one of three of 21 peers not awarding director equity in 2024 .
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $55,000 | Effective 2025; increased total board compensation by $10,000 |
| Annual Equity (Stock Award) | $20,000 | Subject to shareholder approval of the Amended and Restated 2025 Stock Ownership Incentive Plan |
| Lead Independent Director Fee | $20,000 | Annual fee for lead director role |
| Compensation Committee Chair Fee | $8,500 | Annual chair fee |
| Audit & Asset Quality Committee Meeting Fee | $750 | Per meeting |
CTBI maintains committee charters (including Audit and Compensation) on its website and reviews them annually, underscoring governance rigor .
Performance Compensation
| Performance Metric | Detail |
|---|---|
| None disclosed for director compensation | Director equity is described as a “stock award”; no performance metrics or formula-based linkages for directors are specified in the proxy |
Other Directorships & Interlocks
- Public company boards: None disclosed for Luallen .
- CTBI/affiliates: Director of CTIC (subsidiary), reflecting internal fiduciary oversight rather than external interlock .
- Compensation Committee interlocks: None; no member was an officer/employee of CTBI or its subsidiaries in 2024, and no Item 404/407(e)(4) relationships required disclosure .
Expertise & Qualifications
- Financial oversight: Eight years as Kentucky’s Auditor of Public Accounts with statewide audit responsibility; multi-year budget and finance leadership roles, including Cabinet Secretary and State Budget Director .
- Governance leadership: Lead independent director at CTBI; governance chair at Centre College; vice chair roles indicating experience in board process, oversight, and stakeholder engagement .
- Public leadership: Long-tenured service to seven Kentucky Governors, with appointments to senior statewide roles; appointed Lieutenant Governor in 2014 .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Record Date |
|---|---|---|---|
| Eugenia Crittenden “Crit” Luallen | 0 | <1% | Feb 28, 2025 |
- Shares outstanding: 18,101,765 at the record date .
- Hedging/pledging: CTBI policy prohibits hedging and pledging of a “significant” amount of CTBI equity (defined as the lesser of 1% of outstanding shares or 50% of the director’s holdings) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: Approximately 95% support at the 2024 Annual Meeting, indicating investor confidence in compensation governance under the Committee chaired by Luallen .
- Frequency vote: Approximately 88% supported annual say-on-pay in 2023; next frequency vote required no later than 2029 .
Compensation Committee Analysis
- Independence: All members met applicable independence standards; Committee meets in executive session without management when making NEO compensation decisions .
- Consultant use: Pearl Meyer was engaged in 2024 to benchmark director pay; findings drove 2025 changes including introduction of equity awards for directors .
- Risk oversight in pay: Committee reviews incentive plans to ensure they do not create risks likely to have a material adverse impact on CTBI .
Governance Assessment
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Strengths
- Lead independent director role and Vice Chair of Audit provide strong counterbalance to combined Chair/CEO structure; presides over executive sessions and channels independent director input to management .
- Active oversight evidenced by high Audit Committee engagement (13 meetings in 2024) and periodic committee charter reviews .
- Compensation Committee independence and strong shareholder support for say-on-pay (95%) reflect credible pay governance under Luallen’s chairmanship .
- No compensation committee interlocks or related-party transactions requiring disclosure, reducing conflict risk .
-
Risks and Red Flags
- Ownership alignment: Luallen reported zero beneficially owned shares as of the 2025 record date; while equity grants are planned for directors in 2025, current skin-in-the-game is limited, which may be viewed as an alignment shortfall for a lead independent director and comp chair until grants vest and accumulate .
- Succession/turnover: CTBI’s policy requires directors to retire at 75; at age 72, Luallen is nearing mandatory retirement within ~3 years, potentially impacting continuity in key governance roles (lead independent director, comp chair, audit vice chair) .
- Combined Chair/CEO structure: While mitigated by a lead independent director, investors often scrutinize combined roles; reliance on robust independent leadership and committee activity remains critical .
-
Net View
- Luallen’s deep audit and budget expertise, leadership as lead independent director, and committee influence strengthen board effectiveness. The 2025 shift to incorporate director equity should improve alignment over time, but current zero ownership is a near-term governance optic to monitor, alongside succession planning given the retirement policy .