Wayne Hancock
About Wayne Hancock
C. Wayne Hancock II serves as Executive Vice President and Secretary of Community Trust Bancorp, Inc. and is identified as EVP/Chief Legal Officer in the company’s April 22, 2025 shareholder presentation . While age and education are not disclosed in the filings reviewed, Hancock held 12,931 shares beneficially as of February 28, 2025 (including restricted stock, 401(k), and ESOP holdings), indicating ongoing equity alignment as an executive officer . In 2024 CTBI delivered EPS of $4.61 and ROAA of 1.41%, with revenues up 7.7% and net income up 6.2% year over year; five‑year TSR from a 12/31/2019 base reached $125.93 per $100 invested, framing company performance during his tenure on the executive team .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Community Trust Bancorp, Inc. | Executive Vice President and Secretary | Not disclosed | Executive officer role in proxy |
| Community Trust Bancorp, Inc. | EVP/Chief Legal Officer | Not disclosed | Listed on 2025 shareholder presentation |
External Roles
- Not disclosed in the company filings reviewed.
Fixed Compensation
- Individual base salary, target bonus, and perquisites for Hancock are not disclosed (he is not a Named Executive Officer). CTBI’s compensation strategy manages executive salaries toward the market median, balancing cash and stock-based incentives to align pay with performance .
- 2025 base salary increases for NEOs ranged from 4.0% to 8.7% over 2024; this indicates the Committee’s market-median orientation and pay-for-performance philosophy (directionally relevant to other executive officers) .
Performance Compensation
CTBI ties senior management incentives to EPS and ROAA, with additional long-term performance units (cash-based) tied to multi-year cumulative net income. While Hancock’s individual payouts are not disclosed, his plan design as an executive officer follows below.
- Annual Incentive (2025 Plan – Group I Other Executive Officers)
| Metric | Target/Base | Payout at 50% Award | Payout at 100% Award (Base) | Payout at 200% Award (Max) |
|---|---|---|---|---|
| ROAA | 1.44% | — | — | — |
| EPS | $4.96 | 15% of salary | 30% of salary | 60% of salary |
| Net Income “base” trigger | $89.87 million | — | Payout at base level if NI target met | — |
- Equity Awards (2025 Plan – Group I Other Executive Officers)
| Performance Level | ROAA/EPS (examples) | Stock Option/Restricted Stock Award (% of salary) |
|---|---|---|
| Threshold | 1.40% / $4.81 | 7.5% |
| Base | 1.44% / $4.96 | 15.0% |
| Higher tier | 1.48% / $5.11 | 15.75% |
| Maximum | 1.53% / $5.26 | 17.25% |
- Long-Term Incentive (Performance Units, 2025–2027)
| Cumulative Net Income Target | CEO Payout (% salary) | All Other Executive Officers Payout (% salary) |
|---|---|---|
| $283.0 million (target) | 40.0% (target) | 20.0% (target) |
| Range (90% to 110% of target) | 10.0% to 60.0% | 5.0% to 30.0% |
- Vesting mechanics for stock awards made under the Incentive Plan provide a four-year continued service period for executive officers (25% per year); no stock options were outstanding at 12/31/24, and none were granted in 2024 .
Equity Ownership & Alignment
| Record Date | Total Beneficial Ownership (shares) | Restricted Shares | 401(k) Shares | ESOP Shares | Ownership as % of Class |
|---|---|---|---|---|---|
| Feb 28, 2025 | 12,931 | 1,750 | 3,165 | 5,603 | <1% |
| Feb 29, 2024 | 11,255 | 1,465 | 2,876 | 5,051 | <1% |
- Hedging and pledging: CTBI prohibits hedging and prohibits pledging a “significant” amount of CTBI equity securities by directors and executive officers (defined as the lesser of 1% of outstanding equity or 50% of the insider’s holdings), aligning with shareholder interests .
- Clawback/recoupment: CTBI maintains a Dodd‑Frank/Nasdaq-compliant clawback policy (effective Dec 1, 2023) covering erroneously awarded incentive compensation to executive officers .
Employment Terms
- Agreements: CTBI maintains termination and change-in-control (CIC) severance agreements with each NEO, other executive officers, and certain senior officers; the covered period extends two years post‑CIC for qualifying terminations .
- Multiples: 2.99× base salary for involuntary termination or voluntary termination following a change in duties post‑CIC; 2.00× base for voluntary termination not preceded by a change in duties post‑CIC .
- Equity and incentives under CIC: The 2025 Stock Ownership Incentive Plan uses a double-trigger—upon a qualifying termination within 24 months post‑CIC, options/SARs vest, restricted stock restrictions lapse, and performance units pay the greater of prorated-to-maximum based on achieved run-rate or pro rata of performance period at target maximum computation .
- Vesting practice: Stock awards from the Incentive Plan for executive officers vest ratably over four years (25% per year), reinforcing retention .
Performance & Track Record (Company context)
| Metric | 2023 | 2024 |
|---|---|---|
| EPS ($/share) | 4.36 | 4.61 |
| ROAA (%) | — | 1.41 |
| Revenues YoY | — | +7.7% |
| Net Income YoY | — | +6.2% |
| 5-year TSR (12/31/2019 base = $100) | — | $125.93 (CTBI) |
- 2024 incentives paid at base level due to plan mechanics (EPS/ROAA met base after accrual); NEOs received base-level annual bonuses and earned cash payouts under the 2022–2024 long-term plan after exceeding the $238m cumulative net income goal, evidencing pay-for-performance discipline at the enterprise level .
Compensation Committee, Governance, and Say‑on‑Pay
- Pay philosophy: Manage executive salaries toward market median; emphasize variable, performance-based pay; maintain balanced cash and equity incentives .
- No repricing: Equity plan prohibits repricing without shareholder approval .
- Say‑on‑Pay: Approximately 95% of votes cast supported CTBI’s executive compensation program at the 2024 annual meeting, indicating strong shareholder support .
Related Party/Section 16 Compliance
- Related party: Transactions are reviewed by the Compensation Committee; 2024 disclosure notes a law firm related to a former director; nothing specific to Hancock .
- Section 16(a): Two late filings in 2024 (Newsom and Stumbo); Hancock not noted among late filers .
Compensation Structure Analysis
- Increased at‑risk pay: CTBI has tilted pay mix toward variable performance pay (annual EPS/ROAA; multi-year cumulative net income), aligning with shareholder outcomes .
- Discretionary bonuses: In 2023, despite not meeting plan thresholds, the Committee exercised discretion to award modest cash incentives (25% of threshold), a potential governance watchpoint regarding calibration and use of discretion .
- Equity plan design: Double‑trigger CIC protection and four‑year vesting (for executive officers’ stock awards) support retention while curbing windfall risks; plan forbids repricing, and hedging/pledging is restricted—positive governance features .
Investment Implications
- Alignment: Hancock’s ongoing equity holdings (restricted + retirement-plan shares) and the company’s prohibition on hedging/pledging promote alignment with long‑term shareholders, while double‑trigger CIC terms and 4‑year vesting support executive retention through cycles .
- Performance linkage: Senior executive incentives tied to EPS/ROAA and multi‑year cumulative net income, with clear 2025 targets (ROAA 1.44%, EPS $4.96; LTI target cumulative NI $283m), indicate structured pay‑for‑performance levers that can affect realized compensation and potential insider supply as awards vest annually .
- Governance watchpoints: The 2023 discretionary bonuses despite missing plan thresholds warrant monitoring for precedent; however, strong Say‑on‑Pay support and formal clawback/anti‑hedging policies mitigate some governance risk .
- Trading signals: No Form 4 activity identified here for Hancock; monitor future Form 4s around quarterly vesting dates and award grants under the 2025 plan for potential selling pressure or signaling value .