James McGhee II
About James E. McGhee II
Independent director since 2005 (age 67). Chair of the Nominating and Corporate Governance Committee; member of the Executive, Audit and Asset Quality, Risk and Compliance, and Compensation Committees; also a director of Community Trust Bank, Inc. (CTB) and Community Trust and Investment Company (CTIC) and serves on CTB’s Loan Committee. Background includes executive leadership in explosives distribution and natural gas development; currently President of Three JC Investments, LLC. Independence affirmed by the Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dyno East Kentucky (dba Mountain Valley Explosives) | Executive Officer | 1995–2006 | Oversaw sales, acquisition, distribution, personnel, and financial reporting across multiple locations |
| Three JC Investments, LLC | President | 2006–present | Explosives consulting, natural gas development, commercial property; founded following sale of prior company |
| Dyno Explosives Distributors Association | Executive Director | Not disclosed | Industry association leadership |
| Coal-Mac; Sandy Valley Explosives; Mountain Valley Explosives | Management roles | Not disclosed | Operational and financial responsibilities across several locations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Trust Bank, Inc. (CTB) | Director; Loan Committee participant | Current | Lending oversight; received up to $300/month for Loan Committee participation as applicable |
| Community Trust and Investment Company (CTIC) | Director | Current | Board oversight; CTIC directorship includes meeting fees |
| Three JC Investments, LLC | President | 2006–present | Explosives consulting and energy/property investments |
Board Governance
- Committee assignments:
- Chair: Nominating and Corporate Governance Committee
- Member: Executive; Audit and Asset Quality; Risk and Compliance; Compensation
- Committee activity (2024):
- Audit and Asset Quality: 13 meetings
- Compensation: 2 meetings
- Nominating and Corporate Governance: 1 meeting
- Risk and Compliance: 4 meetings
- Attendance and independence:
- Board held 8 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings
- Board determined nine of ten directors (including McGhee) are independent; Lead Independent Director is Eugenia “Crit” Luallen
- Executive sessions: Four sessions of non-management directors in 2024
- Director retirement policy: Mandatory retirement at age 75
- Insider trading/hedging/pledging policy: Prohibits hedging and pledging a significant amount of CTBI equity (defined as lesser of 1% outstanding or 50% of owned shares)
Fixed Compensation
| Component | 2024 Structure | 2024 Amount (McGhee) | 2025 Approved Structure (subject to plan where applicable) |
|---|---|---|---|
| Board retainer (cash) | $16,250 per quarter | $82,000 total fees in 2024 | $55,000 cash annually |
| Committee meeting fees | $600 for meetings the day prior to regular Board; $100 phone special; $300 other day meetings | Included in total above (split across CTBI/CTB/CTIC) | Committee meeting fees: Audit $750; Risk $750; Compensation $500; Nominating $500; Corporate Retirement $500 |
| Chair fees (quarterly in 2024; annual in 2025) | Audit Chair $3,125/qtr; Compensation Chair $2,125/qtr; Risk Chair $1,875/qtr; Nominating Chair $1,875/qtr; Corporate Retirement Chair $1,250/qtr | Included | 2025 annual: Audit Chair $12,500; Compensation Chair $8,500; Risk Chair $7,500; Nominating Chair $7,500; Corporate Retirement Chair $5,000 |
| Lead Independent Director premium | $2,500 (2024) | N/A | $20,000 annually (applies to Lead Director) |
| Director equity | None provided in 2024 | N/A | $20,000 stock award annually (directors), contingent on shareholder approval of Amended & Restated 2025 Stock Ownership Incentive Plan |
Notes:
- McGhee also received CTIC director meeting fees ($300 per meeting) and CTB Loan Committee participation pay up to $300/month, included within the 2024 total; CTBI officers do not receive director fees .
- No option awards, stock awards, retirement benefits, or other benefits were provided to CTBI directors in 2024 .
Performance Compensation
| Feature (2025 Plan) | Term / Limit | Applicability to Directors |
|---|---|---|
| Authorized shares | 550,000 shares under 2025 Stock Ownership Incentive Plan | Directors eligible for awards post-restatement approval |
| Award types | Stock awards (unrestricted), restricted stock, stock options, SARs, performance units | Stock awards to directors limited to max 5% of total authorized shares |
| Vesting minimums | ≥1 year for options/SARs/restricted stock; performance period ≥1 year for performance units | Applies to any director equity grants |
| Change-in-control | Double-trigger acceleration for equity awards and performance units | Applies to directors’ awards if granted |
| Repricing | Prohibited without shareholder approval | Applies to all plan awards |
| Recoupment | Subject to CTBI clawback policy and applicable listing rules | Applies to all awards under plan |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy biography for McGhee |
| Internal subsidiaries | Director at CTB and CTIC; CTB Loan Committee participant |
| Compensation Committee interlocks | Committee reports no interlocks or insider participation requiring disclosure; McGhee is a committee member |
Expertise & Qualifications
- Industry/operational expertise: Explosives industry operations, distribution, and energy development; small business creation and management .
- Governance skills: Chair of Nominating and Corporate Governance; annual director evaluations and succession planning oversight; committee experience across audit, risk, compensation, and executive functions .
- Training/education: Business-related safety, sales, management seminars; accounting for non-accountants; continuing education for directors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| James E. McGhee II | 35,073 | <1% | Beneficial ownership per SEC rules; CTBI had 18,101,765 shares outstanding as of record date |
| Hedging/Pledging | Policy prohibits hedging and pledging significant amounts (lesser of 1% outstanding or 50% of owned shares) | — | Board-adopted Insider Trading Policy (Jan 28, 2025) |
Governance Assessment
- Independence and committee breadth: McGhee is independent and chairs Nominating & Corporate Governance, while serving on Audit, Risk, Compensation, and Executive Committees—positioned to influence director selection, governance policies, risk oversight, and pay frameworks .
- Attendance: Board met 8 times; all directors met the ≥75% attendance threshold; Audit was active with 13 meetings—strong engagement signal .
- Compensation alignment: 2024 director pay was cash-only (McGhee $82,000). 2025 introduces a $20,000 stock award plus $55,000 cash, subject to shareholder approval of the amended plan—improves ownership alignment, with anti-repricing and clawback safeguards .
- Conflicts/related-party exposure: Proxy details related-party transaction review by the Compensation Committee; 2024 disclosure highlights payments to a former director’s law firm (Baird & Baird), with no mention of McGhee—reduces perceived conflict risk for him .
- Structural context: Combined CEO/Chair model offset by an active Lead Independent Director (Luallen) and routine executive sessions, supporting independent oversight .
RED FLAGS: None identified in filings for McGhee—no disclosed related-party transactions, pledging, or low attendance. Monitoring item: introduction of director equity in 2025 requires plan approval and ongoing oversight of grant practices and vesting terms to maintain independence and alignment .