David Tackett
About David Tackett
David I. Tackett is Executive Vice President of Community Trust Bancorp, Inc. (CTBI) and President of the Eastern Region at Community Trust Bank (CTB). He became an executive officer on February 7, 2022; prior to that he served as President of CTB’s Floyd, Knott, and Johnson Market. He is 59 years old as of February 28, 2025 . Company performance under current leadership shows EPS rising from $4.36 in 2023 to $4.61 in 2024 and net income increasing from $78.0 million to $82.8 million, indicating continued execution against profitability goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Trust Bank (CTB) | President, Floyd/Knott/Johnson Market | Prior to Feb 7, 2022 | Led market operations within Eastern Kentucky footprint |
Fixed Compensation
- CTBI manages executive base salaries toward the market median, balancing competitiveness with expense control; the Compensation Committee sets CEO pay and approves other executive salaries based on performance, responsibilities, peer data, and budget considerations .
- In January 2025, NEO base salaries were increased 4.0%–8.7% to align with peer medians; while Tackett’s individual base salary is not disclosed, he is part of the executive officer cohort covered by the Committee’s philosophy and process .
Performance Compensation
CTBI’s executive compensation is heavily performance-based, with annual ROAA and EPS goals and a three-year long-term plan tied to cumulative net income:
- Annual Incentive Plan (2024): Company met base-level ROAA/EPS and paid cash incentives; restricted stock for NEOs from 2024 plan vests in 25% increments over four years, with change-in-control or death/disability provisions as noted below .
- Annual Incentive Plan (2025): Group I “Other Executive Officers” (which includes executive officers like Tackett) earn cash and equity awards as a percentage of salary based on ROAA/EPS grids .
Table: 2025 Annual Cash Incentive – Group I Other Executive Officers
| Performance Level | ROAA | EPS | Award as % of Target Award | Award as % of Salary |
|---|---|---|---|---|
| Minimum | 1.40% | $4.81 | 50% | 15% |
| Base (Target) | 1.44% | $4.96 | 100% | 30% |
| Above Target | 1.48% | $5.11 | 150% | 45% |
| Maximum | 1.53% | $5.26 | 200% | 60% |
Table: 2025 Stock Option/Restricted Stock Awards – Group I Other Executive Officers
| Performance Level | ROAA | EPS | Equity Award as % of Salary |
|---|---|---|---|
| Minimum | 1.40% | $4.81 | 7.5% |
| Base (Target) | 1.44% | $4.96 | 15.0% |
| Above Target | 1.48% | $5.11 | 15.75% |
| Maximum | 1.53% | $5.26 | 17.25% |
Table: Long-Term Incentive – Cumulative Net Income (2025–2027)
| Cumulative Net Income Performance | Award as % of Target Award | CEO Award as % of Salary | Other Executive Officers Award as % of Salary |
|---|---|---|---|
| 90% (Minimum) | 25% | 10.0% | 5.0% |
| 93% | 50% | 20.0% | 10.0% |
| 96% | 75% | 30.0% | 15.0% |
| 100% (Target) | 100% | 40.0% | 20.0% |
| 103% | 120% | 48.0% | 24.0% |
| 107% | 135% | 54.0% | 27.0% |
| 110% (Max) | 150% | 60.0% | 30.0% |
- Target cumulative net income for 2025–2027: $283.0 million; earned units are paid in early 2028 .
Vesting mechanics and plan design
- Restricted stock (annual plan): vests 25% per year over four years; change-in-control/death/disability provisions apply; Committee may review terms in retirement cases .
- Options/SARs (plan-wide): minimum one-year vesting; exercise price at grant-date fair market value; no repricing without shareholder approval .
- Performance units (long-term plan): three-year measurement; cash-settled; double-trigger acceleration terms apply following change-in-control .
Equity Ownership & Alignment
Table: Tackett’s Beneficial Ownership (Record Date: Feb 28, 2025)
| Component | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 31,549 | Less than 1% of shares outstanding |
| Restricted shares | 6,273 | Awarded under CTBI stock plans |
| 401(k) holdings | 12,426 | Employee plan balance |
| ESOP holdings | 10,328 | ESOP shares with voting power |
| Shares outstanding (context) | 18,101,765 | Record Date shares outstanding |
- Hedging/pledging: CTBI prohibits hedging and “significant” pledging by directors/executive officers (defined as the lesser of 1% of outstanding equity or 50% of the person’s holdings) under its Insider Trading Policy approved Jan 28, 2025 .
Note: Ownership percentage is calculated from disclosed beneficial shares divided by shares outstanding on the Record Date .
Employment Terms
- Agreements: CTBI maintains termination of employment and change-in-control Severance Agreements with each executive officer; effective for the longer of three years or the covered period .
- Covered period: two years after change-in-control for involuntary termination or voluntary termination with change in duties; 13 months for voluntary termination without change in duties .
- Severance multiples: 2.99x base salary (involuntary or voluntary with change in duties post-change-in-control) and 2.00x base salary (voluntary without change in duties post-change-in-control) .
- Equity acceleration: The 2025 Stock Ownership Incentive Plan uses double-trigger acceleration—following a change-in-control plus qualifying termination within 24 months, options/SARs vest, restricted stock restrictions lapse, and performance units pay at the greater of pro-rata or projected achievement formula .
- Clawbacks: CTBI adopted a Nasdaq-compliant Recovery Policy effective Dec 1, 2023 requiring recoupment of erroneously awarded incentive compensation after restatements; a broader executive committee recoupment policy also applies in cases of fraud/dishonesty/recklessness causing material noncompliance .
- Equity grant timing: Awards are not backdated; annual grants occur at least four days after earnings releases; no stock options were granted, and none were outstanding at Dec 31, 2024 .
Risk Indicators & Red Flags
- Section 16 compliance: Two late Form 4 filings were noted for other executives (Newsom two days late; Stumbo thirty-three days late) with no late filings cited for Tackett in 2024 .
- Asset quality context: Nonperforming loans increased to $26.7 million (0.59% of loans) at Dec 31, 2024, up from $14.0 million (0.34%) in 2023; rising NPLs and higher provision expense could affect ROAA/EPS-linked incentives if not managed .
Compensation Peer Group and Shareholder Sentiment
- Peer group: CTBI benchmarks pay and Board compensation against a 21-bank peer cohort (median assets ~$6.2B), reviewed with Pearl Meyer; recent adjustments added CCBG, FMBH, MSBI, IBCP and removed CSTR, CARE, HBNC to maintain comparability .
- Say-on-pay: 95% approval at the 2024 annual meeting; CTBI follows annual say-on-pay frequency favored by shareholders .
Investment Implications
- Alignment: Tackett’s direct and indirect share ownership plus participation in ROAA/EPS-driven annual incentives and a cash-based three-year net income plan support pay-for-performance alignment without shareholder dilution from the LTIP design .
- Retention and transaction risk: Robust change-in-control protections (2.99x/2.00x salary severance and double-trigger equity acceleration) reduce retention risk in consolidation scenarios; clawback and anti-hedging/pledging policies strengthen governance and mitigate misalignment .
- Execution drivers: Company-level profitability improved in 2024 (EPS $4.61; net income $82.8M) amid a higher nonperforming loan base; sustained asset quality and loan growth in the Eastern Region will be critical to meeting ROAA/EPS grids and cumulative net income targets through 2027 .