David Baird
About David L. Baird
Appointed as a non-employee director of Community Trust Bancorp, Inc. on June 25, 2025; expected assignment to the Board’s Risk and Compliance Committee . An attorney and shareholder at Baird & Baird, P.S.C. (Pikeville, KY), with a B.S. from Miami University (OH) and J.D. from Salmon P. Chase College of Law (NKU); practice concentrations include mineral/environmental law, real property, contract litigation, business transactions, and creditor-side bankruptcy . No family relationships with CTBI directors or executive officers disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baird & Baird, P.S.C. | Attorney; Shareholder | Ongoing | Legal practice in mineral/environmental, real property, contracts; admitted to KY courts, E.D./W.D. Ky and Sixth Circuit |
| Southeast Kentucky Chamber of Commerce | Director; Chair | Director 2014–2019; Chair 2018 | Regional business leadership and community engagement |
| Kentucky/Pike County Bar Associations | Member | Ongoing | Professional credentials and legal community participation |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Pikeville Medical Center, Inc. | Director | Healthcare (non-profit/private) | Board oversight for regional hospital |
| The Elliott Company | Director | Private company | Board role; details not disclosed |
| Hocker Developments, Inc. | Director | Private company | Board role; details not disclosed |
| Pike County Regional Airport Board | Director | Public board | Regional infrastructure oversight |
| Sandy Valley Habitat for Humanity | Board/Support | Non-profit | Community development engagement |
| Rotary Club of Pikeville | Member/Support | Civic | Community service network |
| CEDAR (Community Economic Development and Revitalization) | Board/Support | Regional initiative | Economic development support |
Board Governance
- Committee assignments: expected to join Risk and Compliance Committee; chair roles not disclosed .
- Independence and leadership: Listed as non-employee; Board independence determinations follow Nasdaq rules; as of March 21, 2025, nine of ten directors were deemed independent (pre-appointment) and a Lead Independent Director was in place . Board held eight meetings in 2024; all directors met at least 75% attendance (pre-appointment) .
- Director retirement policy: mandatory retirement at age 75 for voting directors .
Fixed Compensation
2025 director compensation structure (effective subject to shareholder-approved plan):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Non-employee directors, increased in 2025 |
| Annual equity (stock award) | $20,000 | Subject to Amended & Restated 2025 Plan approval |
| Lead Independent Director fee | $20,000 | Annual |
| Audit & Asset Quality Committee Chair | $12,500 | Annual |
| Compensation Committee Chair | $8,500 | Annual |
| Risk & Compliance Committee Chair | $7,500 | Annual |
| Nominating & Corporate Governance Chair | $7,500 | Annual |
| Corporate Retirement & Employee Benefit Chair | $5,000 | Annual |
| Audit & Asset Quality Committee meeting fee | $750 | Per meeting |
| Risk & Compliance Committee meeting fee | $750 | Per meeting |
| Compensation Committee meeting fee | $500 | Per meeting |
| Nominating & Corporate Governance meeting fee | $500 | Per meeting |
| Corporate Retirement & Employee Benefit meeting fee | $500 | Per meeting |
| Compensation policy for new director | Standard non-employee policy applies to Mr. Baird |
Performance Compensation
CTBI’s Amended & Restated 2025 Stock Ownership Incentive Plan (approved April 22, 2025) enables stock awards to directors and sets governance guardrails:
| Plan Feature | Detail |
|---|---|
| Authorized shares | 550,000 shares; stock awards to directors permitted post-restatement |
| Award limits | Stock awards capped at 5% of total authorized shares; restricted stock up to 550,000 shares plan-wide |
| Minimum vesting | One-year minimum for options/SARs/restricted stock; performance units ≥1 year |
| Repricing | Prohibited without shareholder approval |
| Change-in-control | Double trigger for acceleration (termination within 24 months post-CIC) |
| Recoupment/clawback | Subject to CTBI policy and exchange rules; policy adopted Dec 1, 2023 |
No director-specific performance metrics (e.g., TSR or EPS hurdles) are disclosed for director equity awards; equity grants function as annual board compensation and alignment rather than performance-vested pay .
Other Directorships & Interlocks
| Relationship | Description | Conflict Assessment |
|---|---|---|
| Vendor relationship | Mr. Baird is a shareholder of Baird & Baird, P.S.C., which provided legal services to CTBI and subsidiaries; $0.5M fees + $0.1M expenses paid in 2024; firm retained in 2025 | Related-party exposure; oversight by Compensation Committee per CTBI policy |
| Shared local boards | Pikeville Medical Center, regional boards | No CTBI-related transactions disclosed; monitor for potential overlaps |
Expertise & Qualifications
- Legal/regulatory: Deep experience in mineral/environmental matters, complex contracts, and creditor-side bankruptcy, relevant to bank risk oversight (especially for the Risk & Compliance Committee) .
- Community/region: Extensive civic and economic development leadership in CTBI’s core markets supports stakeholder engagement and regional insight .
Equity Ownership
- CTBI share ownership for Mr. Baird was not disclosed at appointment; no Form 4 transactions were referenced in company filings reviewed . As of the 2025 record date, director ownership tables predate his appointment and do not include him .
Governance Assessment
-
Positive signals
- Legal and risk expertise aligned with expected Risk & Compliance Committee service .
- Refresh adds local market and infrastructure perspective, enhancing board effectiveness .
- Adoption of director equity ($20k) improves alignment versus prior practice of no director equity awards; shareholders approved the plan and say-on-pay with strong support (Stock Plan: 11.42M for; SOP: 11.54M for) .
-
Concerns / RED FLAGS
- Related-party exposure: Baird & Baird’s ongoing engagement and prior payments ($0.6M in 2024) present a conflict risk; Board policy places review/approval with the Compensation Committee, but independence perceptions require rigorous recusal and disclosure .
- Independence determination not yet disclosed post-appointment; non-employee status helps, but vendor ties require careful application of Nasdaq independence criteria .
-
Actionable considerations for investors
- Monitor Board disclosures for Mr. Baird’s final committee assignments, independence determination, and any voting recusals regarding legal engagements .
- Track director equity grant timing and vesting under the 2025 Plan to confirm alignment and adherence to anti-repricing and clawback provisions .
- Review future proxies and Item 5.07 8-Ks for any shareholder feedback shifts around director-related conflicts and board effectiveness metrics .