Ina Michelle Matthews
About Ina Michelle Matthews
Ina Michelle “Missy” Matthews (age 54) is an independent director of Community Trust Bancorp, Inc. (CTBI), elected to the CTBI Board in 2021 after serving as a director of Community Trust Bank, Inc. (CTB) since 2019. She is President of Childers Oil Company and Double Kwik Convenience Stores (since 2012), chairs Letcher County Tourism, founded the EKY Heritage Foundation, and previously served on the boards of the National Association of Convenience Stores (NACS) and Georgetown College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Childers Oil Company | President | 2012–present | Leads petroleum distribution operations across Eastern KY/SW VA |
| Double Kwik Convenience Stores | President | 2012–present | Operates convenience stores in Eastern KY/SW VA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Letcher County Tourism | Chairman | Not disclosed | Regional tourism/economic development leadership |
| EKY Heritage Foundation | Founder | Not disclosed | Focus on tourism/economic development in Eastern KY |
| National Association of Convenience Stores (NACS) | Board member | Previously served (dates not disclosed) | Industry association governance experience |
| Georgetown College | Board member | Previously served (dates not disclosed) | Academic board experience |
Board Governance
- Independence: CTBI Board determined Matthews is “independent” under Nasdaq standards; Lead Independent Director is Eugenia “Crit” Luallen .
- Committee memberships: Audit & Asset Quality (member), Compensation (member), Risk & Compliance (member), Corporate Retirement & Employee Benefit (member); CTB Loan Committee (member) .
- Attendance: Board held 8 meetings in 2024 with 4 executive sessions; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Audit Committee activity: 13 meetings in 2024; oversight of financial reporting, internal controls, audit independence (Forvis Mazars independence letter) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly director retainer (2024) | $16,250 per quarter | Applies to CTBI directors |
| Committee meeting (day prior to regular Board) | $600 per meeting | Applies to CTBI directors |
| Special committee meeting by telephone | $100 per meeting | Applies to CTBI directors |
| Committee meetings on other days | $300 per meeting | Applies to CTBI directors |
| Lead Independent Director premium (2024) | $2,500 per quarter | Lead Independent Director only |
| Audit Chair premium (2024) | $3,125 per quarter | Committee chair only |
| Compensation Chair premium (2024) | $2,125 per quarter | Committee chair only |
| Risk & Compliance Chair premium (2024) | $1,875 per quarter | Committee chair only |
| Nominating & Corporate Governance Chair (2024) | $1,875 per quarter | Committee chair only |
| Corporate Retirement & Employee Benefit Chair (2024) | $1,250 per quarter | Committee chair only |
| Director | 2024 Fees Paid ($) | Notes |
|---|---|---|
| Ina Michelle Matthews | $73,240 | Serves as director of both CTBI and CTB; payments split; CTB Loan Committee participation paid up to $300/month |
Performance Compensation
| Program change (2025) | Amount/Terms | Notes |
|---|---|---|
| Annual CTBI director compensation increase | +$10,000 total; mix becomes $55,000 cash + $20,000 equity (stock award) | Equity subject to shareholder approval of Amended & Restated 2025 Stock Ownership Incentive Plan |
| Committee chair/meeting fees (2025) | Lead Director $20,000; Audit Chair $12,500; Compensation Chair $8,500; Risk & Compliance Chair $7,500; Nominating Chair $7,500; Corporate Retirement Chair $5,000; Audit meetings $750; Risk & Compliance meetings $750; Compensation meetings $500; Nominating meetings $500; Corporate Retirement meetings $500 | Applies beginning 2025 |
| Plan mechanics (2025 Plan) | Directors eligible for stock awards/options; minimum 1-year vesting for options/SARs/restricted stock; stock awards (unrestricted) limited to 5% of shares available under plan | Authorized shares: 550,000; stock awards contingent on shareholder approval |
| Clawback/recoupment | All awards under 2025 Plan subject to CTBI recoupment policy and applicable listing rules | Recoupment provisions embedded in plan |
No director performance metrics or pay-at-risk structures are disclosed for non-employee directors in 2024; equity awards in 2025 are not stated as performance-conditioned for directors .
Other Directorships & Interlocks
| Category | Entity | Role | Interlock/Conflict Note |
|---|---|---|---|
| Public company boards | None disclosed | — | No public company interlocks disclosed in proxy biography |
| Private/non-profit | NACS | Former board member | Industry association; no CTBI conflict disclosed |
| Private/non-profit | Georgetown College | Former board member | Academic institution; no CTBI conflict disclosed |
| Civic | Letcher County Tourism | Chairman | Regional civic role; no CTBI conflict disclosed |
| Civic | EKY Heritage Foundation | Founder | Regional economic development; no CTBI conflict disclosed |
Expertise & Qualifications
- 13+ years senior operating leadership in petroleum distribution and convenience retail across Eastern Kentucky and Southwest Virginia; brings retail operations, regional economic, and small-to-mid business management perspective .
- Multi-committee service at CTBI/CTB, including audit, risk, compensation, and employee benefits; breadth aligns with bank governance needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Ina Michelle Matthews | 0 | 0.00% (outstanding shares 18,101,765) | Less than 1% category; no restricted stock disclosed for directors |
| Hedging/Pledging | Prohibited for directors/executives (significant pledging/any hedging) | — | Insider Trading Policy prohibits hedging and significant pledging |
Related Party Transactions and Conflicts
- CTBI discloses lending and banking transactions with directors/officers in the ordinary course on market terms; none are flagged as problem credits; Compensation Committee reviews/approves related party transactions .
- No Matthews-specific related party transactions are disclosed in the proxy; one disclosed related party transaction involved legal services from former director Charles J. Baird’s firm in 2024 .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support approximately 95% of votes cast, indicating strong investor support for CTBI’s compensation approach; annual say-on-pay frequency affirmed in prior vote .
Compensation Committee (Structure and Oversight)
- Committee (Chair Luallen; Vice Chair St. Charles; members Matthews, McGhee) met twice in 2024; uses independent consultant Pearl Meyer; 2025 actions added equity to director pay and adjusted chair/meeting fees to peer competitiveness (CTBI had ranked ~30th percentile; one of 3 banks out of 21 not granting director equity) .
Governance Assessment
- Positive signals: Independent director; multi-committee roles spanning Audit, Risk & Compliance, Compensation, and Employee Benefits; Board attendance at least 75% across all directors; robust audit committee cadence (13 meetings) and risk oversight structure; prohibitions on hedging/pledging support alignment .
- Alignment watch-outs: Beneficial ownership is zero; 2024 director pay was all-cash; alignment expected to improve with 2025 addition of $20,000 stock award to director pay mix, subject to shareholder approval of the amended plan .
- Conflicts: Operates fuel distribution and convenience retail businesses that could bank with CTB; CTBI policy permits ordinary-course lending on market terms and routes related-party approvals through the Compensation Committee; no Matthews-specific transactions disclosed—a mitigant but continue monitoring .
- Board effectiveness context: Lead Independent Director structure, regular executive sessions, active committee governance, and use of independent compensation consultant support investor confidence; say-on-pay support at ~95% suggests favorable shareholder view of CTBI governance/compensation framework .