Jefferson Sandlin
About Jefferson F. Sandlin
Jefferson F. Sandlin (age 62) has served as an independent director of Community Trust Bancorp, Inc. (CTBI) since January 2024, and also sits on the board of Community Trust and Investment Company (CTIC) . He is a member of CTBI’s Audit and Asset Quality Committee and Risk and Compliance Committee, and has been affirmed “independent” under Nasdaq standards . Sandlin’s background spans operations and M&A in distribution and healthcare; he is COO of Perry Distributors, Inc. and President/Co-owner of Mountain Community Pharmacy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mining industry | Various roles | 1980–1994 | Operational grounding in industrial sector |
| Perry Distributors, Inc. | General Manager → Chief Operating Officer | GM since 1999; currently COO | Led acquisitions of two companies in 2016 (Ashland, KY; Ironton, OH) |
| Mountain Community Pharmacy (Hazard, KY) | President & Co-owner | Not specified | Local healthcare operations leadership |
| CTB Hazard Market Advisory Board | Member (prior) | Not specified | Local market advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Trust and Investment Company (CTIC) | Director | Current | Board-level oversight; CTIC directors list includes Sandlin |
| Perry Distributors, Inc. | COO | Current | Operations, distribution, M&A execution |
| Mountain Community Pharmacy | President & Co-owner | Current | Local healthcare leadership |
Board Governance
- Independence: Sandlin is one of nine independent directors (of ten total) under Nasdaq rules .
- Committee assignments: Audit and Asset Quality Committee; Risk and Compliance Committee . Audit Committee members meet independence and qualification standards; the committee held 13 meetings in 2024 . Risk and Compliance Committee met 4 times in 2024 .
- Attendance and engagement: The Board held 8 meetings in 2024 and 4 executive sessions; each director attended at least 75% of aggregate Board and committee meetings on which they served, and all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Eugenia “Crit” Luallen (also Vice Chairman of the Board) .
| Governance Activity | 2024 | Notes |
|---|---|---|
| Board meetings | 8 | Includes annual organizational meeting |
| Executive sessions | 4 | Non-management directors only |
| Audit & Asset Quality Committee meetings | 13 | All members independent; Farris is audit committee financial expert |
| Risk & Compliance Committee meetings | 4 | Oversees regulatory and enterprise risk |
Fixed Compensation
- 2024: CTBI directors were paid $16,250 per quarter; additional fees for committee chairs; meeting fees ($300 for off-cycle committee meetings, $100 for special telephonic); no stock or option awards to directors in 2024 . Sandlin’s 2024 total director fees were $69,550 .
- 2025 changes: CTBI increased director compensation by $10,000 and shifted pay mix to $55,000 cash retainer + $20,000 equity (stock award), subject to shareholder approval of the Amended and Restated 2025 Stock Ownership Incentive Plan—which shareholders approved on April 22, 2025 .
| Component | 2024 | 2025 (Structure) |
|---|---|---|
| Annual retainer (cash) | $16,250 per quarter (policy) | $55,000 cash |
| Equity to directors | None (no stock/options to directors) | $20,000 stock award, upon plan approval |
| Committee chair premiums | Audit Chair: $3,125/qtr; Compensation Chair: $2,125/qtr; Risk/Nominating Chairs: $1,875/qtr; Corporate Retirement Chair: $1,250/qtr | Lead Director: $20,000; Audit Chair: $12,500; Compensation Chair: $8,500; Risk Chair: $7,500; Nominating Chair: $7,500; Corporate Retirement Chair: $5,000 |
| Meeting fees | $300 (other committee days); $100 (special telephonic) | $750 Audit; $500 Compensation; $750 Risk; $500 Nominating; $500 Corporate Retirement (per meeting) |
| Jefferson F. Sandlin – total fees | $69,550 (actual 2024) | Subject to 2025 structure (equity enabled) |
Performance Compensation
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Performance-based metrics (EPS, ROAA, TSR) | No | CTBI did not provide performance-based pay to directors in 2024 . For 2025, directors may receive stock awards; these are unrestricted stock awards permitted under the 2025 plan and are not performance-conditioned . |
CTBI’s performance-based incentive plans and long-term performance units apply to executive officers; directors’ pay is service-based with fixed retainers/fees and, from 2025 onward, equity stock awards (not performance-conditioned) .
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict |
|---|---|---|
| CTIC | Director | Internal subsidiary board (aligned with CTBI’s trust business) |
| Perry Distributors, Inc. | COO | No disclosed related-party transactions with CTBI; general policy states director/officer banking transactions are on market terms |
| Mountain Community Pharmacy | President & Co-owner | No disclosed related-party transactions with CTBI; general policy applies |
Expertise & Qualifications
- Operations and distribution leadership, including full lifecycle business roles (warehouse, delivery, marketing, HR, sales/admin) .
- Acquisition execution (led two company acquisitions in 2016) .
- Healthcare small-business ownership (pharmacy) and prior bank market advisory experience .
- Committee alignment with risk and audit oversight (risk governance, compliance, internal control awareness) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Jefferson F. Sandlin | 510 | <1% |
- Hedging/pledging: CTBI policy prohibits directors and executive officers from hedging CTBI equity and from pledging a “significant” amount (lesser of 1% of outstanding equity or 50% of holdings) . No pledges by Sandlin are disclosed .
- Ownership guidelines: No explicit director stock ownership guideline disclosure found; equity awards to directors begin in 2025 under the approved plan .
Governance Assessment
-
Strengths:
- Independent status and service on Audit and Risk committees align with CTBI’s risk oversight framework .
- Solid engagement: Board-wide attendance threshold met; committees he serves on met regularly (Audit: 13; Risk: 4) .
- Investor confidence: 2025 election support was strong (For: 11,969,524; Withheld: 59,815) .
- Alignment moving higher: 2025 director pay adds equity stock awards, supporting ownership alignment (plan approved) .
-
Watch items / potential conflicts:
- External operating roles at Perry Distributors and Mountain Community Pharmacy create potential for ordinary-course banking relationships; CTBI discloses such transactions occur on market terms and are overseen for related-party risks (Compensation Committee review) .
- Ownership is modest (510 shares); with 2025 equity awards, monitor progression toward meaningful “skin-in-the-game” over time .
- No specific director-level performance metrics; compensation is largely fixed and, from 2025, equity grants without performance conditions (ensure board effectiveness is maintained via committee oversight and evaluations) .
-
Red flags observed:
- None specific to Sandlin: no delinquent Section 16 filings cited for him; company-level disclosure notes two late filings by executives (Newsom, Stumbo) in 2024 . No legal proceedings or risk-factor issues disclosed in latest 10-Q .
Shareholder Signals and Policies
- Say-on-pay support: Approximately 95% “For” at the 2024 Annual Meeting ; in 2025, say-on-pay “For” votes: 11,538,978 (Against: 402,470; Abstained: 87,891) .
- Insider trading policy: Updated Jan 28, 2025; prohibits hedging and significant pledging by directors/executives .
- Director retirement policy: Mandatory retirement at age 75 for voting directors .
Shareholder Vote Detail (2025 Election)
| Nominee | For | Withheld |
|---|---|---|
| Jefferson F. Sandlin | 11,969,524 | 59,815 |
The Amended and Restated 2025 Stock Ownership Incentive Plan (enabling stock awards to directors) was approved (For: 11,424,320; Against: 532,442; Abstained: 72,577) .
Director Compensation (Sandlin – Actual vs Structure)
| Metric | 2024 | 2025 |
|---|---|---|
| Total fees paid (actual) | $69,550 | N/A (structure change applies prospectively) |
| Cash retainer (structure) | $16,250/qtr policy | $55,000 cash |
| Equity to directors | None in 2024 | $20,000 stock award (plan approved) |
| Meeting/chair fees (structure) | See 2024 chair/meeting fees | Updated chair and per-meeting fees |
No option awards, stock awards, retirement benefits, or other benefits were provided to CTBI directors in 2024 . From 2025, directors are eligible for stock awards under the approved plan .
Risk & Related-Party Controls
- Related-party oversight: Compensation Committee reviews and approves related-party transactions; reports to the Board; example disclosed—payments to a law firm affiliated with former director Charles J. Baird; no Sandlin-specific transactions disclosed .
- Enterprise risk oversight: Board delegated primary risk oversight to Audit and Risk & Compliance Committees; quarterly risk reports from Chief Internal Audit/Risk Officer to Risk & Compliance .
Company-level legal proceedings and risk factors: None disclosed in Q3 2025 10-Q; no insider trading plan adoptions/terminations reported in Q3 2025 .