Mark Gooch
About Mark Gooch
Mark A. Gooch (age 66) is Chairman, President, and Chief Executive Officer of Community Trust Bancorp, Inc. (CTBI). He joined CTBI in 1981 and became CTBI’s CEO on February 7, 2022; he was appointed Chairman on March 17, 2024 . Under his tenure, CTBI’s 2024 EPS was $4.61 and net income was $82.8 million; CTBI’s five-year TSR (base 12/31/2019 to 12/31/2024) measured $125.93 vs the peer group’s $121.20 . The board maintains a combined Chair/CEO structure with a lead independent director, citing strategic cohesion and efficiency .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Trust Bancorp, Inc. | Chairman, President & CEO | 2024–present (Chairman), CEO since 2022 | Combined Chair/CEO; direct link between management and board; chairs Executive Committee; governance and strategy leadership . |
| Community Trust Bancorp, Inc. | Vice Chairman, President & CEO | 2022–2024 | Led CTBI operations; guided performance plans tied to EPS/ROAA and cumulative net income . |
| Community Trust Bank, Inc. (CTB) | President & CEO | Since July 1999 | Bank leadership; chairs CTB Loan Committee; credit/risk oversight at bank level . |
| Community Trust Bank, Inc. | EVP/Operations | 1997–1999 | Oversaw bank operations during growth phase . |
| First Security Bank & Trust | President/CEO & Director | 1993–Jan 1997 | Led acquired/affiliate bank; management and integration experience . |
| Various roles at CTBI/CTB | Branch Manager, Cashier, Retail/Commercial Lender, VP, Compliance Officer | 1981–1993 | End-to-end banking experience across lending, compliance, and retail . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| City of Pikeville Economic & Industrial Development Authority Corp. | Director | n/a | Regional economic development . |
| Big Sandy Area Development District | Director | n/a | Regional planning/development . |
| CEDAR, Inc. | Director | n/a | Community development . |
| National Advisory Council – Christian Appalachian Project | Member | n/a | Non-profit advisory . |
| Kentucky Pro Football Hall of Fame | Board | n/a | Civic engagement . |
| National Advisory Council – National Community Investment Fund | Member | n/a | Community development finance . |
| Prior: Kentucky Bankers Association; KY Dept. of Financial Institutions; KY Chamber; Past Chair Pike County Chamber, One East Kentucky | Director/Chair roles | prior years | Broad industry/government relations . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% Salary) | Actual Cash Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2025 | 725,000 | 50% (base/target) | n/a | 2025 CEO base up 5.8% vs 2024; CEO cash incentive range 25%–100% of salary; target (base) 50% . |
| 2024 | 685,500 | 50% (base/target) | 342,750 | Paid base-level under plan mechanics; CEO range 25%–100% of salary . |
| 2023 | 653,538 | 50% (base/target) | 81,398 | Discretionary payout at 25% of threshold after shortfall vs plan; 2023 CEO plan max was 100% of target . |
Additional cash incentive from 2022–2024 long-term plan (paid Jan 2025): $252,000 .
Total reported compensation for 2024: $1,314,119 (Salary $683,192; Non-Equity Incentive $594,750; All Other $36,177; Stock Awards $0 in 2024 due to grant timing) .
Performance Compensation
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Plan design
- Annual: Cash and equity awards based on EPS and ROAA; base vesting for equity is four years (25% per year) .
- Long-term: 3-year performance units paid in cash based on cumulative net income; 2025–2027 target $283.0 million; CEO payout range 10%–60% of salary at min–max .
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Annual plan metrics and results (2024)
| Metric | Target (2024) | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|
| ROAA | 1.36% | 1.41% | Base level paid (accrual rule constrained to base) | Cash immediate; equity 4-year ratable . |
| EPS | $4.40 | $4.61 | Base level paid (accrual rule) | As above . |
| Net Income (gate) | $79.195m | Achieved | Target-level gate achieved | n/a . |
- Equity linked to 2024 plan
| Award | Grant | Shares | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | Earned for 2024 performance | 2,561 | 25% per year over 4 years; double-trigger CoC vesting; death full; disability pro-rata; retirement committee discretion | Granted under 2015 plan; payment tied to maximum tier performance achievement with payout constrained to base cash level . |
- Long-term performance units
| Performance Period | Cumulative Net Income Target | Actual | Payout (% of target) | CEO $ Award |
|---|---|---|---|---|
| 2022–2024 | $238.0m | $242.6m | 100% (base/target) | 252,000 (paid Jan 2025) . |
| 2025–2027 (in progress) | $283.0m | n/a | 25%–150% scale (min–max) | 10%–60% of salary (min–max) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 87,026 shares; includes 4,816 restricted, 26,828 in 401(k), and 23,299 in ESOP; less than 1% of class (18,101,765 shares outstanding) . |
| Outstanding unvested RS (12/31/2024) | 113 (grant 01/26/21, vest end 01/26/25); 1,084 (01/25/22, vest end 01/25/26); 2,569 (01/24/23, vest end 01/24/27) . |
| 2024 RS vesting activity | 1,737 shares vested; value realized $72,671 (based on market price at vest) . |
| Options | No stock options outstanding at 12/31/2024; no stock options granted in 2024 . |
| Hedging/pledging | Policy prohibits hedging and pledging a “significant” amount (lesser of 1% of outstanding or 50% of personal holdings) by directors/executives . |
| Ownership programs | ESOP contribution 4% of wages; 401(k) match 50% of first 8% of salary; dividends paid on restricted stock included in “All Other Compensation” . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | CTBI does not provide employment agreements to executives . |
| Severance/Change-in-Control (CoC) | Separate Severance Agreements auto-renew annually; covered period is 2 years post-CoC for involuntary termination or voluntary after change in duties; 13 months for voluntary without change in duties . |
| CoC definition | 30% voting power thresholds in Severance Agreements; broader 50% tests for equity plan; board turnover; M&A; asset sale; liquidation (as specified) . |
| Multiples | 2.99x salary (involuntary or voluntary after change in duties); 2.0x salary (voluntary without change in duties) . |
| Estimated CoC benefits (12/31/2024) | 2.99x salary: $2,049,645; 2.0x salary: $1,371,000; RS acceleration: $199,711; performance units acceleration: $112,250; totals $2,361,606 (2.99x) or $1,682,961 (2.0x) . |
| Clawbacks | Nasdaq 2023 clawback policy adopted effective Dec 1, 2023; additional recoupment for misconduct/restatements; all awards under 2025 Plan subject to recoupment . |
| Equity grant timing | No backdating; grants generally ≥4 days after earnings release; blackout windows for director grants . |
Board Governance
| Item | Detail |
|---|---|
| Board roles | Gooch is Chairman of the Board (since Mar 17, 2024); chairs Executive Committee; member, Corporate Retirement & Employee Benefit Committee; Chairman of CTB and CTIC boards; Chairman of CTB Loan Committee . |
| Independence | 9 of 10 directors independent; lead independent director is Eugenia “Crit” Luallen . |
| Structure | Combined Chair/CEO; board cites benefits of unified leadership; lead independent director presides over executive sessions and liaises with management . |
| Executive sessions | Four executive sessions in 2024 . |
| Attendance | Each director attended at least 75% of board and committee meetings in 2024 . |
| Director pay | Officers who are directors (incl. Gooch) receive no director fees . |
| Say-on-Pay | 2024 approval ~95% of votes cast; committee views as strong support . |
Compensation Structure Analysis
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Cash vs equity mix and shifts
- 2024 included substantial performance-linked cash: $342,750 annual bonus (base-level) plus $252,000 long-term plan cash; stock awards for 2024 performance were granted with 4-year vesting, strengthening retention alignment .
- 2025 maintains higher variable mix: CEO cash incentive range up to 100% of salary; stock option/restricted stock opportunity up to 23% of salary at top tier; 3-year performance units target increased to $283m cumulative net income .
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Performance metric rigor and adjustments
- Annual plan uses dual metrics (ROAA and EPS) with explicit targets; base-level payout in 2024 despite above-target EPS/ROAA due to accrual constraint, indicating conservatism in payout governance .
- Long-term plan earned 100% at target for 2022–2024 period (actual $242.6m vs $238m), supporting pay-for-performance alignment .
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Governance safeguards
- No options outstanding; no 2024 option grants; hedging/pledging constrained; clawback policy in force; grants timing policy in place; no SERP or tax gross-ups disclosed .
Director Compensation (as applicable to dual role)
- As an executive, Gooch receives no board fees; 2025 director program adds $20,000 equity to outside directors (subject to shareholder approval of the restated plan), with chair/committee retainers; underscores independence of director pay structure vs CEO’s executive compensation .
Performance & Track Record
| Metric | 2024 | 2023 |
|---|---|---|
| EPS | $4.61 | $4.36 |
| Net Income | $82.8m | $78.0m |
| TSR vs peer (base periods) | $125.93 (CTBI) vs $121.20 (peer), base 12/31/2019 | $135.13 (CTBI) vs $141.16 (peer), base 12/31/2020 |
- Executive compensation “Pay vs Performance” shows CAP close to SCT totals, with multi-year TSR broadly in-line with peers, supporting alignment narrative .
Risk Indicators & Red Flags
- Positive: Strong say-on-pay support (95% in 2024); clawback policy adopted; no options outstanding; prohibitions on hedging and pledging significant amounts; no SERP; modest perquisites; grants timing controls .
- Watch items: Combined Chair/CEO concentrates authority (mitigated by lead independent director and independent committee leadership) . CoC severance multiple up to 2.99x salary plus equity acceleration, which is market-typical but material .
Investment Implications
- Alignment and retention: Four-year ratable vesting on equity, ongoing ESOP/401(k) accumulation, and a three-year cash LTI tied to cumulative net income create steady retention hooks and could generate periodic supply from tax-withholding or diversification sales upon vesting; hedging/pledging limits reduce alignment risk .
- Pay-for-performance: Annual plan tightly anchored to ROAA/EPS with accrual constraints; long-term plan calibrated to multi-year net income; 2024 results produced base-level annual payout and target LTI payout, indicating measured calibration rather than overly rich incentives .
- Governance: Combined Chair/CEO highlights the importance of the lead independent director and committee oversight; say-on-pay support suggests investors currently view governance/comp as acceptable .
- Event risk: Change-in-control economics (2.99x/2.0x salary plus equity acceleration) are standard but sizable; investors should model these in M&A scenarios .
References: All data and statements are sourced from CTBI’s DEF 14A (2025 and 2024) and related filings: .