Kay Webb
About Kay Webb
Lillian (Kay) Webb, PhD, age 61, was appointed to Community Trust Bancorp, Inc. (CTBI)’s board in November 2023. She holds master’s degrees in music and counseling and a doctorate in counseling psychology from Ball State University. Webb serves as Director of the Center for Career, Vocation, and Leadership at the University of Pikeville (UPIKE), and previously held faculty positions at Indiana Wesleyan University and Northwest Nazarene University. She is currently a member of CTBI’s Audit and Asset Quality Committee, Risk and Compliance Committee, and Corporate Retirement and Employee Benefit Committee; the Board classifies her as an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball State University | Graduate studies (MA Music; MA Counseling; PhD Counseling Psychology) | Not disclosed | Academic credentials underpin counseling/leadership expertise |
| Indiana Wesleyan University | Faculty | Not disclosed | Teaching and mentorship |
| Northwest Nazarene University | Faculty | Not disclosed | Teaching and mentorship |
| University of Pikeville (UPIKE) | Director, Center for Career, Vocation, and Leadership | Current | Advises students on career paths; team productivity initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eastern Kentucky STRONG (affiliated with Belfry High School) | Volunteer co-director | Not disclosed | Focus on transforming self-image of young women in Eastern Kentucky |
| Other public company directorships | None disclosed | — | No public-company board interlocks disclosed for Webb |
Board Governance
- Independence: The Board determined Webb and eight other directors are independent per Nasdaq listing standards. Crit Luallen is Lead Independent Director, presiding over executive sessions and liaising with the Chair/CEO .
- Committee assignments: Webb serves on Audit & Asset Quality; Risk & Compliance; and Corporate Retirement & Employee Benefit. She is not listed as a committee chair; current chairs include Farris (Audit), St. Charles (Risk), Minnifield (Corporate Retirement), Luallen (Compensation), and McGhee (Nominating) .
- Attendance and engagement: The Board met eight times in 2024 and held four executive sessions; each director attended at least 75% of Board and applicable committee meetings. The Audit Committee met 13 times; Risk & Compliance met four times; Compensation met two times; Nominating met once .
- Structure: Combined Chair/CEO (Mark Gooch) with a Lead Independent Director framework; Board cites advantages and independence safeguards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly Board retainer (2024) | $16,250 per quarter | Standard director cash compensation |
| Committee meeting fee (day prior to quarterly Board) | $600 per meeting | Applies to committee meetings scheduled day prior to regular Board meetings |
| Special committee meetings by telephone | $100 per meeting | For ad hoc telephonic meetings |
| Other committee meetings on non-Board days | $300 per meeting | For committee meetings on separate days |
| Chair adders (per quarter, 2024) | Audit Chair $3,125; Compensation Chair $2,125; Risk Chair $1,875; Nominating Chair $1,875; Corporate Retirement Chair $1,250 | Chair premiums; Webb is not listed as a chair |
| Lead Independent Director adder (2024) | $2,500 | Paid to Lead Independent Director (Luallen) |
| Kay Webb total fees (2024) | $71,300 | As disclosed for 2024 director service |
| 2025 Director Compensation Changes | Amount | Notes |
|---|---|---|
| Annual director pay increase | +$10,000 | Total pay increased and mix shifted |
| Cash component (2025) | $55,000 | Annual cash retainer |
| Equity component (2025) | $20,000 stock award | Subject to shareholder approval of Amended & Restated 2025 Plan |
| Lead Director fee (2025) | $20,000 annually | For Lead Independent Director |
| Committee chair fees (2025) | Audit $12,500; Compensation $8,500; Risk $7,500; Nominating $7,500; Corporate Retirement $5,000 | Updated annual chair fees |
| Committee meeting fees (2025) | Audit/Risk $750; Compensation $500; Nominating $500; Corporate Retirement $500 | Updated per-meeting rates |
- 2024 equity: CTBI did not provide stock awards, options, or retirement benefits to directors in 2024 .
- 2025 equity shift rationale: Pearl Meyer benchmarking found director pay at the 30th percentile and that CTBI was one of three peers not awarding equity; Board moved to add equity to enhance competitiveness and alignment .
Performance Compensation
- Director performance-based pay: None disclosed for non-employee directors; 2024 director pay was cash-based only .
- 2025 equity eligibility: Directors become eligible under the amended 2025 Stock Ownership Incentive Plan; awards include stock awards, options, SARs, restricted stock, and performance units, with minimum one-year vesting and double-trigger change-in-control protections .
| Plan Features Affecting Directors (2025 Amended & Restated Plan) | Detail |
|---|---|
| Eligible participants | Members of the Board (in addition to employees) |
| Authorized shares | 550,000 shares; shares available for issuance under the plan |
| Stock awards cap | Unrestricted stock awards limited to max 5% of total shares available under the plan |
| Vesting/minimum periods | Minimum one-year vesting for options/SARs and restricted stock; performance units ≥1 year |
| No repricing | Repricing of awards without shareholder approval prohibited |
| Change-in-control | Double-trigger acceleration terms for options, SARs, restricted stock, and performance units |
| Clawback/recoupment | Subject to CTBI recoupment policies and applicable listing standards |
| Grant timing (directors) | No grants within window around filing of 10-Q/10-K or material 8-K; policy bars backdating/manipulation |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public-company boards | None disclosed for Webb |
| Private/non-profit/academic boards | UPIKE leadership role; volunteer co-director at Eastern Kentucky STRONG |
| Interlocks/conflicts | None disclosed involving Webb; related-party example in 2024 involved former director Baird’s law firm, not Webb |
Expertise & Qualifications
- Academic expertise in counseling psychology and leadership development; current role emphasizes career guidance and organizational team productivity .
- Governance participation in Audit & Asset Quality and Risk & Compliance indicates exposure to financial reporting oversight and enterprise risk processes (Audit Committee members meet Nasdaq independence and audit qualification standards; EWRM oversight via Risk Committee) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Lillian (Kay) Webb | 0 | <1% (per director table footnote) |
- Hedging/pledging policy: Directors and executive officers are prohibited from hedging CTBI equity and from pledging a “significant” amount of CTBI equity (defined as the lesser of 1% of outstanding equity or 50% of equity owned) .
- Ownership guidelines: No explicit director stock ownership guidelines disclosed; Board moved to include equity awards for directors in 2025 to strengthen alignment .
Governance Assessment
- Independence and committee engagement: Webb is independent and serves on key oversight committees (Audit and Risk), supporting board effectiveness in financial reporting and risk governance .
- Attendance/engagement: Board and committees were active in 2024 (8 Board meetings; 13 Audit; 4 Risk), with all directors meeting the 75% attendance threshold; governance cadence appears robust .
- Alignment considerations: RED FLAG – Webb held zero CTBI shares as of the 2025 record date, indicating limited personal economic alignment; however, 2025 compensation changes add a $20,000 equity component for directors, which should improve alignment prospectively if plan is approved .
- Conflicts/related-party risk: No related-party transactions or conflicts disclosed for Webb; CTBI outlines standardized policies for director/officer banking transactions and Compensation Committee oversight of related-party approvals .
- Shareholder sentiment: Say-on-pay received ~95% support in 2024, signaling broader investor confidence in compensation governance (though focused on executives rather than directors) .
- Risk controls: Prohibitions on hedging/pledging, clawback adoption, and explicit no-repricing provision in the equity plan mitigate governance risk; double-trigger change-in-control terms are shareholder-friendly .
Overall, Webb’s independence and service on Audit/Risk committees support board oversight quality. The lack of disclosed personal share ownership as of the record date is a notable alignment gap, partly addressed by the 2025 introduction of director equity awards, pending shareholder approval .