Kevin Stumbo
Executive Vice President, Chief Financial Officer and Treasurer at COMMUNITY TRUST BANCORP INC /KY/
Executive
About Kevin Stumbo
Kevin J. Stumbo is Executive Vice President, Chief Financial Officer, and Treasurer of Community Trust Bancorp, Inc. (CTBI), and a Named Executive Officer (NEO). In 2024 his total compensation was $574,864, comprised of $366,885 salary, $178,400 in non‑equity incentives, and $29,579 in other compensation . Company performance during 2022–2024 showed net income of $81.8M (2022), $78.0M (2023), and $82.8M (2024); EPS was $4.59, $4.36, and $4.61 respectively, with CTBI’s year‑end value of $100 invested on 12/31/2019 at $125.93 in 2024 .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $338,846 | $353,500 | $368,000 | $400,000 |
| Non-Equity Incentive Plan Compensation ($) | $298,500 | $124,012 | $178,400 | — |
| All Other Compensation ($) | $26,328 | $30,436 | $29,579 | — |
Notes on 2023–2024 incentive composition:
- 2023 non‑equity: $26,513 annual (discretionary) + $97,500 long‑term (2021–2023 LTI) = $124,012 .
- 2024 non‑equity: $110,400 annual + $68,000 long‑term (2022–2024 LTI) = $178,400 .
Performance Compensation
Annual Incentive Plan (Senior Management Incentive Compensation Plan)
| Element | 2024 Plan | 2025 Plan |
|---|---|---|
| Metrics | ROAA & EPS; base targets ROAA 1.36%, EPS $4.40 | ROAA & EPS; base targets ROAA 1.44%, EPS $4.96 |
| CFO Cash Award Range (% of Salary) | 15% (min), 30% (base), 45% (mid), 60% (max) | 15% (min), 30% (base), 45% (mid), 60% (max) |
| Stock Awards Range (% of Salary) | 7.5%–17.25% (options/restricted stock) | 7.5%–17.25% (options/restricted stock) |
| Actual CFO Cash Paid | $110,400 for 2024 (paid Jan‑2025) | — |
Restricted stock vesting: executive awards vest ratably 25% per year over four years; lapse on certain change‑in‑control termination events; pro‑rata vesting on disability; retirement handled at Committee’s discretion .
2024 restricted stock granted for achieving maximum tier under 2024 plan: 1,031 shares to CFO .
2023 restricted stock grant: 1,386 shares to CFO at $42.31 grant‑date fair value .
Long‑Term Incentive (Performance Units)
| Element | 2024 LTI Cycle (2024–2026) | 2025 LTI Cycle (2025–2027) |
|---|---|---|
| Metric | Cumulative Net Income target $250M | Cumulative Net Income target $283.0M |
| CFO Award (% of Salary) | 5% (min, 90% of target), 10%, 15%, 20% (target), 24%, 27%, 30% (max, 110%) | Same schedule: 5% to 30% |
| Actual CFO LTI Cash Paid | $97,500 for 2021–2023 (paid Jan‑2024) | $68,000 for 2022–2024 (paid Jan‑2025) |
Equity Ownership & Alignment
| Ownership Item (as of Record Date Feb 28, 2025 unless noted) | Quantity |
|---|---|
| Total Beneficial Ownership (CFO) | 34,875 shares; less than 1% of class |
| Breakdown | 2,032 restricted shares; 14,115 shares in 401(k); 13,354 shares in ESOP; plus spouse 538 (401k) and 966 (ESOP) over which he has no power |
| Unvested Restricted Stock Outstanding (12/31/2024) | 62 (2021 grant), 616 (2022), 1,040 (2023) = 1,718 shares |
| Options Outstanding (12/31/2024) | None; no options granted in 2024 and none outstanding |
| Hedging/Pledging | Directors/executives prohibited from hedging and from pledging a “significant” amount (defined as lesser of 1% of outstanding equity or 50% of owned shares) |
Stock ownership guidelines and pledging/compliance specifics for executives are not disclosed beyond policy; no SERP is provided by CTBI .
Employment Terms
| Change‑in‑Control Economics (as of 12/31/2024) | Amount ($) |
|---|---|
| Severance: 2.99× base salary | $1,100,320 |
| Severance: 2.00× base salary | $736,000 |
| Acceleration of Unvested Restricted Stock | $91,106 (valued at $53.03 per share) |
| Acceleration of Performance Units (pro‑rata/max formula) | $48,583 |
| Total (2.99× scenario) | $1,240,009 |
| Total (2.00× scenario) | $875,689 |
- Double‑trigger equity acceleration in the 2025 Stock Ownership Incentive Plan upon qualifying termination within 24 months of a change in control .
- Severance agreements effective term is the longer of three years or the post‑change‑in‑control covered period; agreements auto‑renew annually .
- Clawback: recoupment policy adopted 12/1/2023 consistent with SEC/Nasdaq; excess incentive‑based compensation recovered upon required restatement ; plan awards subject to recoupment .
- Equity grant timing: guarded by insider trading policy; no backdating or timing manipulation; annual grants made at least four days post earnings release .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | $81,814 | $78,004 | $82,813 |
| EPS ($) | $4.59 | $4.36 | $4.61 |
| Year‑end value of $100 invested on 12/31/2019 (CTBI TSR $) | 111.37 | 135.13 | 125.93 |
| Peer Group TSR ($) | 111.31 | 141.16 | 121.20 |
Additional governance/performance signals:
- Say‑on‑Pay approval ~95% at 2024 meeting; management proposes annual frequency .
- Section 16 compliance: one Stumbo Form 4 was filed 33 days late in 2024 (governance note) .
Compensation Structure Analysis
- Pay‑for‑performance: Cash incentives linked to ROAA and EPS with clear payout curves; long‑term units tied to multi‑year cumulative net income, with up to 30% of salary at max for CFO .
- Equity mix: Restricted stock vesting over four years; no stock options outstanding at year‑end 2024, reducing repricing risk; repricing prohibited by plan .
- Market positioning: Committee targets median pay relative to a peer group and manages cash/equity mix to align with performance and control dilution .
Investment Implications
- Alignment: A high proportion of at‑risk compensation across annual and long‑term plans, four‑year equity vesting, clawback, and hedging/pledging prohibitions support shareholder alignment and reduce undue risk‑taking .
- Retention risk: Multi‑year LTI cycles (through 2027) and ongoing four‑year equity vesting create retention hooks; severance at 2.99×/2.00× base salary provides change‑in‑control protection but is within typical community bank ranges .
- Trading signals: No options outstanding and policy limits hedging/pledging reduce near‑term selling pressure; note one late Form 4 in 2024 as a minor governance flag rather than a trading signal .
- Performance backdrop: EPS and net income stabilized in 2024 vs 2023; TSR trailed peer group in 2024, suggesting emphasis on executing against ROAA/EPS targets and the new cumulative net income LTI goals may be pivotal for future pay outcomes and equity returns .