Franky Minnifield
About Franky Minnifield
Franky Minnifield, age 65, is an independent director of Community Trust Bancorp, Inc. (CTBI) appointed to the Board in 2020; he previously served as a director of Community Trust Bank, Inc. (CTB) from 1998 to 2021. He is President and founder of Minnifield Enterprize, Inc., and has extensive finance, accounting, and small-business startup experience; he also founded the Kentucky Pro Football Hall of Fame in 1996 and serves as its Executive Director. He has held civic leadership roles, including former Chairman of the University of Louisville Board of Trustees and board member of the University of Louisville Foundation and the Lexington Chamber of Commerce.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Trust Bancorp, Inc. (CTBI) | Independent Director | 2020–present | Chair: Corporate Retirement & Employee Benefit; Vice Chair: Risk & Compliance; Member: Audit & Asset Quality; Member: Nominating & Corporate Governance |
| Community Trust Bank, Inc. (CTB) | Director | 1998–2021 | CTB Loan Committee member during CTB tenure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minnifield Enterprize, Inc. | President & Founder | Not disclosed | General contracting; long-standing contract to provide non-auto part goods/services within Toyota Motor Manufacturing operations in North America, Canada, Mexico |
| Kentucky Pro Football Hall of Fame | Executive Director | 1996–present | Founder; long-standing community leadership |
| University of Louisville Board of Trustees | Chairman (former) | Not disclosed | Governance leadership; also served on University of Louisville Foundation board |
| Lexington Chamber of Commerce | Board Member (former) | Not disclosed | Community and business engagement |
Board Governance
- Independence: Board determined Minnifield is independent under Nasdaq Rule 5605; Crit Luallen serves as Lead Independent Director.
- Executive sessions: Four non-management executive sessions held in 2024.
- Attendance: The Board met eight times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
| Committee | Position | 2024 Meetings | Notes |
|---|---|---|---|
| Corporate Retirement & Employee Benefit | Chairman | Not disclosed | Committee chair responsibilities; 2025 chair fee $5,000 annually |
| Risk & Compliance | Vice Chairman | 4 | Oversees enterprise-wide risk and regulatory compliance |
| Audit & Asset Quality | Member | 13 | Financial reporting oversight; all members independent; audit financial expert designated (Farris) |
| Nominating & Corporate Governance | Member | 1 | Board/committee performance reviews; succession planning |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Quarterly director fee | $16,250 per quarter | Officers of CTBI did not receive director fees; committee meeting fees applied per policy |
| Committee meeting (day prior to Board) | $600 per meeting | Applies to standard committee meetings preceding quarterly Board meetings |
| Other committee meeting (non-adjacent day) | $300 per meeting | In-person meetings on other days |
| Special committee by telephone | $100 per meeting | Telephonic special meetings |
| Chair premiums (per quarter) | Audit $3,125; Compensation $2,125; Risk & Compliance $1,875; Nominating & Governance $1,875; Corporate Retirement & Employee Benefit $1,250 | Chair-specific quarterly stipends |
| Franky Minnifield – 2024 total fees | $71,200 | Total fees paid for 2024 director service |
| Component (Approved for 2025) | Amount | Notes |
|---|---|---|
| Annual director compensation | $75,000 total | Increased by $10,000; pay mix $55,000 cash + $20,000 equity (stock award), subject to shareholder approval of Amended and Restated 2025 Stock Ownership Incentive Plan |
| Lead Independent Director | $20,000 annually | Additional leadership stipend |
| Chair premiums (annual) | Audit & Asset Quality $12,500; Compensation $8,500; Risk & Compliance $7,500; Nominating & Governance $7,500; Corporate Retirement & Employee Benefit $5,000 | 2025 annual chair fees |
| Committee meeting fees (2025) | Audit & Risk $750; Compensation $500; Nominating $500; Corporate Retirement $500 | Per-meeting fees effective 2025 |
- 2024 equity to directors: None; “No option awards, stock awards, retirement benefits, or other benefits were provided to directors of CTBI.”
- Competitiveness: External consultant (Pearl Meyer) found CTBI director compensation at the 30th percentile vs peer group; CTBI was one of three of 21 peers not awarding equity to directors, prompting 2025 shift to add stock awards.
Performance Compensation
| Year | Director Equity Grants | Performance Metrics | Vesting/Restrictions | Notes |
|---|---|---|---|---|
| 2024 | None | N/A | N/A | No director equity awards granted in 2024 |
| 2025 (subject to shareholder approval) | $20,000 stock award per director annually | None specified for directors | Stock awards to directors are permitted under the Restated 2025 Plan; the plan generally requires minimum one-year restrictions for restricted stock, but also permits unrestricted stock awards up to 5% of plan shares |
- 2025 Stock Ownership Incentive Plan: 550,000 shares authorized; no repricing without shareholder approval; double-trigger change-in-control acceleration; clawback compliance and recoupment policy.
Other Directorships & Interlocks
- No other public company directorships are disclosed for Minnifield in CTBI’s 2025 proxy biography.
- Related-party transaction policy: CTBI’s Compensation Committee reviews and approves related-party transactions; ordinary-course banking transactions (including lending) to directors and associates are on market terms, not classified as problem credits.
Expertise & Qualifications
- Over thirty years of finance, accounting, and management experience; extensive knowledge in small business startups.
- Operational leadership as founder/President of a general contracting enterprise with major manufacturing client exposure (Toyota), providing non-auto parts services across North America.
- Significant community leadership and governance experience through civic, non-profit, and academic boards.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Franky Minnifield | 21,212 | ~0.12% (21,212 / 18,101,765) | Beneficial ownership as of Feb 28, 2025; less than 1% per proxy |
- Hedging/Pledging: CTBI policy prohibits directors/executive officers from hedging CTBI equity and from pledging a “significant” amount (lesser of 1% of outstanding equity or 50% of equity owned). Insider Trading Policy approved Jan 28, 2025. No specific pledging by Minnifield is disclosed.
- Director equity awards outstanding: None for directors as of 2024.
Governance Assessment
- Strengths: Independent director with multi-committee leadership (Chair of Corporate Retirement & Employee Benefit; Vice Chair of Risk & Compliance) and service on Audit and Nominating—positions that directly influence risk oversight, benefits governance, and director selection/succession.
- Engagement: Board held 8 meetings in 2024; all directors met at least 75% attendance and attended the 2024 Annual Meeting; Audit met 13 times; Risk & Compliance met 4; Nominating met 1—indicating active governance cadence.
- Alignment: Historical director pay was cash-only; 2025 introduces annual stock awards ($20,000 per director) to improve ownership alignment, addressing prior peer-analysis findings.
- Policies/Controls: Robust insider trading, anti-hedging/pledging, no equity award repricing, clawback adoption, and double-trigger CIC protections within the 2025 Plan enhance governance quality.
- Potential conflicts: Minnifield’s external business relationships (contracting with Toyota) are outside CTBI; CTBI discloses ordinary-course banking transactions with directors/associates and a formal review process by the Compensation Committee—no adverse features indicated. Continued monitoring of related-party transactions remains prudent.
- Shareholder signals: 2024 say‑on‑pay support was ~95%, suggesting investor confidence in compensation oversight; frequency vote supports annual say‑on‑pay.
RED FLAGS: None explicitly disclosed for Minnifield (no late filings cited, no pledging/hedging disclosures, no related-party adverse transactions). Monitor execution of the 2025 director equity program for proper grant timing and dilution control, and any future CTBI credit relationships with entities controlled by Minnifield for standard terms compliance.