Mark Smith
About Mark Smith
Mark E. Smith is Executive Vice President and Chief Credit Officer of Community Trust Bank (CTB), appointed January 2, 2024; he previously served as Senior Vice President/Loan Review Manager at CTB. He is age 54 as of February 28, 2025 . Company performance under current leadership in 2024: EPS $4.61, ROAA 1.41%, net income $82.8 million, with total revenue of $248.6 million and 5‑year TSR of $137.01 vs NASDAQ Bank Index $146.80; Smith’s remit is directly tied to credit quality, which saw nonperforming loans rise to 0.59% of total loans and net loan charge‑offs at 0.13% of average loans in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Trust Bank, Inc. | Senior Vice President/Loan Review Manager | Prior to 2024 | Led independent loan review across markets, supporting accurate grading/classification and reserve adequacy . |
External Roles
No external directorships or public board roles disclosed for Mark E. Smith .
Fixed Compensation
- Individual base salary and perquisites for Mark Smith are not separately disclosed; CTBI manages executive base salaries toward peer median, balancing competitiveness and expense discipline .
Performance Compensation
CTBI’s executives (Group I includes CEO and other CTBI executive officers, which encompasses Smith) participate in annual cash and equity incentives based on ROAA and EPS, plus long‑term performance units tied to cumulative net income. Restricted stock vests ratably over 4 years; awards feature double‑trigger change‑in‑control acceleration .
2025 Annual Incentive Plan Targets and Payouts (Group I)
| Metric | Target (Base) | CEO Cash Award (% of Salary) | Other Execs Cash Award (% of Salary) | CEO Stock Option Award (% of Salary) | Other Execs Stock Option Award (% of Salary) |
|---|---|---|---|---|---|
| ROAA / EPS | ROAA 1.44% / EPS $4.96 | 50% | 30% | 20% | 15% |
| Minimum Tier | ROAA 1.40% / EPS $4.81 | 25% | 15% | 10% | 7.5% |
| Tier 3 | ROAA 1.48% / EPS $5.11 | 75% | 45% | 21% | 15.75% |
| Maximum | ROAA 1.53% / EPS $5.26 | 100% | 60% | 23% | 17.25% |
Notes: If net income target ($89.87M) is achieved but ROAA/EPS are not, base‑level awards are paid; minimum performance thresholds apply; stock awards may be options or restricted stock under the 2025 plan .
2025 Long‑Term Performance Units (2025–2027)
| Cumulative Net Income Target | CEO Payout (% of Salary) | Other Executive Officers Payout (% of Salary) |
|---|---|---|
| 90% (Minimum) | 10.0% | 5.0% |
| 93% | 20.0% | 10.0% |
| 96% | 30.0% | 15.0% |
| 100% (Target = $283.0M) | 40.0% | 20.0% |
| 103% | 48.0% | 24.0% |
| 107% | 54.0% | 27.0% |
| 110% (Maximum) | 60.0% | 30.0% |
Change‑in‑control: Double‑trigger acceleration applies to vested amounts across stock options, SARs, restricted stock, and performance units .
Equity Ownership & Alignment
| Metric | 2024 (Record Date Feb 29, 2024) | 2025 (Record Date Feb 28, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 20,270 | 22,546 |
| Restricted shares (unvested) | 5,456 | 5,924 |
| 401(k) Plan shares | 10,789 | 11,981 |
| ESOP shares (power to vote) | 3,219 | 3,611 |
| Ownership as % of class | <1% | <1% |
Additional alignment and trading policies:
- Hedging and significant pledging of CTBI equity by directors/executives are prohibited under Insider Trading Policy; “significant” defined as the lesser of 1% of outstanding or 50% of owned shares .
- No stock options outstanding at December 31, 2024; restricted stock vests 25% annually over 4 years; change‑in‑control and death/disability provisions apply .
Employment Terms
- CTBI does not use individual employment contracts; instead, executive officers (including Smith) have change‑in‑control severance agreements with: 2.99× base salary for involuntary termination or voluntary termination following a change in duties; 2.00× base salary for voluntary termination not preceded by change in duties; covered periods are two years (involuntary/voluntary after change in duties) and 13 months (voluntary without change in duties) post‑change in control .
- Plan‑level double‑trigger acceleration for equity/performance awards post change in control .
- Clawbacks: Executive recoupment policy for misconduct leading to restatement; Nasdaq‑compliant recovery policy effective December 1, 2023 .
- Equity grant timing: Annual grants occur at least four days after earnings release; off‑cycle grants governed by Committee to avoid timing manipulation .
Investment Implications
- Pay‑for‑performance alignment: Smith’s incentives are driven by ROAA, EPS, and multi‑year cumulative net income, with vesting and double‑trigger protections—supportive of shareholder alignment and discouraging short‑termism .
- Retention risk and change‑of‑control economics: Absence of fixed employment contracts but presence of severance agreements (2.99×/2.0× salary) reduce flight risk while creating potential transaction costs in a sale; double‑trigger equity acceleration limits windfalls yet can elevate deal consideration for management packages .
- Trading signals: Hedging/pledging prohibitions lower misalignment and forced‑sale risk; no options outstanding reduces repricing risk; restricted equity with four‑year vesting creates steady supply of potential insider selling as tranches vest—monitor Forms 4 for cadence .
- Execution risk: As Chief Credit Officer amid rising nonperforming loans (0.59% of total loans in 2024) and higher charge‑offs (0.13% of average loans), Smith’s performance is levered to credit discipline—outcomes here influence incentive payouts and investor confidence .
- Governance backdrop: Strong say‑on‑pay support (≈95% in 2024) and peer‑benchmarked compensation signal stability; continued oversight via independent Compensation Committee and clawbacks mitigate risk of misaligned payouts .
Data caveat: CTBI does not disclose individualized salary/bonus figures for non‑NEO executives; where specifics are not available for Mark Smith, plan‑level structures and company‑level performance are cited.