Richard Newsom
About Richard Newsom
Richard W. “Rick” Newsom is Executive Vice President of Community Trust Bancorp, Inc. (CTBI) and President of Community Trust Bank, Inc. (CTB) since February 7, 2022; he first became a CTBI executive officer in 2002 and was 69 years old as of February 28, 2024 . He previously served as CTB’s Eastern Region President before being appointed CTB President, reflecting deep operating experience across the franchise . CTBI’s incentive design centers on EPS and ROAA for annual incentives and cumulative net income for long‑term incentives; in 2021–2023, cumulative net income of $247.7m exceeded a $216m target, driving maximum LTI payouts, while the Committee also considers measures such as asset growth, EPS, ROA, ROE, and total shareholder return when evaluating performance alignment . In 2024, CTBI achieved the base level under the annual plan; in 2023, minimum plan performance was not met, and only a discretionary bonus was paid, evidencing pay–performance variability for executives including Newsom .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Trust Bank, Inc. (CTB) | President and Director | Feb 7, 2022–present | Leads the bank subsidiary; accountable for execution against EPS/ROAA annual targets and long-term cumulative net income goals that drive incentive outcomes . |
| Community Trust Bank, Inc. (CTB) | Eastern Region President | Pre‑2022–Feb 7, 2022 | Regional P&L leadership prior to elevation to CTB President . |
| Community Trust Bancorp, Inc. (CTBI) | Executive Vice President | 2002–present | Senior corporate leadership at the holding company since 2002 . |
External Roles
- No external public-company directorships or outside board roles are disclosed for Newsom in CTBI’s recent proxies and 10‑Ks reviewed .
Fixed Compensation
- Base salary progression (approved by the Compensation Committee/Board):
| Year | Base Salary ($) |
|---|---|
| 2022 | 350,000 |
| 2023 | 364,000 |
| 2024 | 378,000 |
| 2025 | 393,000 |
- Summary Compensation Table (SCT) – Newsom:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 345,423 | 362,923 | 376,923 |
| Stock Awards ($) | 50,130 | 60,376 | -0- |
| Non‑Equity Incentive Plan Comp ($) | 294,600 | 114,450 | 183,400 |
| All Other Compensation ($) | 26,373 | 34,683 | 31,972 |
| Total Compensation ($) | 716,526 | 572,432 | 592,295 |
- All Other Compensation breakdown – Newsom:
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company Contributions to ESOP ($) | 12,200 | 13,200 | 13,800 |
| Company Contributions to 401(k) ($) | 8,432 | 13,760 | 10,483 |
| Perquisites ($) | 3,142 | 3,637 | 4,213 |
| Company‑Paid Life Insurance Premiums ($) | 2,599 | 4,086 | 3,476 |
| Dividends on Restricted Stock ($) | — | — | — |
| Total All Other ($) | 26,373 | 34,683 | 31,972 |
Performance Compensation
-
Annual Incentive Plan design and targets:
- Metrics: EPS and ROAA; min performance to earn awards generally 97% of target; if ROAA/EPS not attained but target net income achieved, base‑level awards can be paid .
- 2024 base targets: ROAA 1.36% and EPS $4.40; net income target $79.195m .
- Executive opportunity ranges: Other Executive Officers (includes Newsom): cash minimum 15% and maximum 60% of salary; stock options/restricted stock minimum 7.5% and maximum 17.25% of salary (when equity is awarded) .
-
Realized annual incentives and equity earned:
- For performance year 2023 (paid Jan 2024): plan minimum not achieved; discretionary cash awarded to Newsom: $27,300; LTI (2021–2023 performance units) paid at maximum: $87,150; total non‑equity paid included both .
- For performance year 2024 (paid Jan 2025): base level achieved; annual cash to Newsom: $113,400; LTI (2022–2024 performance units) cash: $70,000; restricted stock granted: 1,059 shares; restricted stock vests ratably over 4 years (25% annually) with acceleration upon qualifying terminations within 24 months of a change in control or death; pro‑rata vesting on disability; Committee discretion upon retirement .
| Performance Year | Metric Bucket | Target/Framework | Actual Outcome | Payout to Newsom |
|---|---|---|---|---|
| 2023 | Annual Cash (EPS/ROAA) | Min at 97% of targets; CEO/Other Execs up to 100% of target; fallback to base if net income target met | Minimum not achieved; discretionary bonus authorized | $27,300 (paid Jan 2024) |
| 2023 | LTI (2021–2023 Performance Units) | Cumulative net income goal $216m target | Actual $247.7m; maximum achieved | $87,150 (paid Jan 2024) |
| 2024 | Annual Cash (EPS/ROAA) | Base targets: ROAA 1.36%, EPS $4.40; net income target $79.195m | Base level achieved | $113,400 (paid Jan 2025) |
| 2024 | LTI (2022–2024 Performance Units) | Cumulative net income (targeted per plan) | Base or above threshold achieved (payment made) | $70,000 (paid Jan 2025) |
| 2024 | Equity from Annual Plan | Equity granted if base achieved; 4‑yr ratable vest | Granted | 1,059 restricted shares; 25%/yr vest |
- Long‑Term Incentive Plan (current cycle):
- 2024–2026 performance units in cash; payout scale for Other NEOs: 5%–30% of salary contingent on achieving 90%–110%+ of cumulative net income target; target equals 20% of salary for Other NEOs; cumulative net income target for the cycle is $250m .
Equity Ownership & Alignment
- Beneficial ownership (executive officers section):
| As‑of Record Date | Shares Beneficially Owned | Notes |
|---|---|---|
| 2022 Proxy | 36,446 (<1% of class) | Includes 1,733 restricted; 13,318 401(k); 14,948 ESOP; 124 spouse shares . |
| 2023 Proxy | 39,794 (<1% of class) | Includes 2,482 restricted; 15,844 ESOP; 14,089 401(k); 124 spouse shares . |
| 2024 Proxy | 42,227 (<1% of class) | Includes 1,679 restricted; 16,794 ESOP; 15,219 401(k); 124 spouse shares . |
| 2025 Proxy | 45,605 (<1% of class) | Footnote references apply; aggregate total shown . |
- Hedging/pledging policy: CTBI prohibits directors and executive officers from hedging and from pledging a “significant” amount of CTBI equity (defined as the lesser of 1% of outstanding shares or 50% of equity owned) .
- Ownership guidelines: Not disclosed in reviewed filings.
Employment Terms
- Change‑in‑Control and Severance Economics (as if event on Dec 31, 2023):
| Benefit Component | Richard W. Newsom |
|---|---|
| Severance: 2.99x base salary (double‑trigger after CIC) ($) | 1,088,360 |
| Severance: 2.00x base salary (voluntary post‑CIC without duty change) ($) | 728,000 |
| Acceleration of Restricted Stock ($) | 108,861 |
| Acceleration of Performance Units ($) | 142,800 |
| Total (2.99x scenario) ($) | 1,340,021 |
| Total (2.00x scenario) ($) | 979,661 |
- Vesting and treatment on termination for restricted stock/performance units:
- Restricted stock from annual plan vests 25% per year over four years; unvested restrictions lapse upon certain termination events within 24 months of a CIC or upon death; pro‑rata vesting on disability; Committee discretion at retirement .
- Performance units (LTI) vest/pay per plan upon qualifying termination or CIC using formulaic pro‑rata or greater‑of constructs outlined in the proxy .
Risk Indicators and Other Disclosures
- Section 16(a) compliance: One Form 4 for Newsom was filed two days late during 2024, as disclosed in the 2025 proxy .
- 2023 annual plan shortfall led to discretionary rather than formulaic bonuses for executives, indicating downside sensitivity in pay outcomes .
- No related‑party transactions identified involving Newsom in the reviewed filings; CTBI discloses routine related‑party banking transactions and a law firm engagement unrelated to Newsom .
Compensation Structure Analysis
- Mix and leverage: Annual incentives and equity are tied to EPS and ROAA with minimum performance thresholds (generally 97% of target for partial payout), and awards are capped (100% of target for 2023 annual plan); equity from annual plans has shifted toward restricted shares vesting over four years, enhancing retention and alignment .
- Long‑term design: Cash‑settled performance units over three‑year periods based on cumulative net income (2024–2026 target $250m) avoid shareholder dilution while preserving performance leverage (5%–30% of salary for Other NEOs) .
- Realized pay linkage: Maximum LTI payout for the 2021–2023 cycle (actual $247.7m vs $216m target) and base‑level payouts for 2024 annual plan corroborate pay-for-performance alignment; 2023 shortfall produced only discretionary minimal cash .
Investment Implications
- Alignment and retention: Newsom’s rising beneficial ownership (from ~36.4k to 45.6k shares across 2022–2025) plus four‑year RSU vesting suggests alignment and moderate rolling vest‑related supply, but hedging/pledging restrictions mitigate adverse alignment risks .
- Performance sensitivity: Incentives are formulaically tied to EPS/ROAA and multi‑year net income; 2023 underperformance reduced pay, while multi‑year outperformance drove maximum LTI—useful as a signal on execution momentum and future cash bonus visibility .
- Change‑in‑control economics: Double‑trigger severance at 2.99x salary plus equity and LTI acceleration is meaningful but within regional bank norms; it limits downside for the executive in strategic transactions without indicating excessive golden parachute risk .
- Governance/compliance: A minor late Form 4 in 2024 is not thesis‑changing but worth monitoring for process rigor; no red flags on repricing, tax gross‑ups, or related‑party ties were found for Newsom in reviewed filings .