A. Scott Trager
President, Republic Bancorp, Inc.; Vice Chair, Republic Bank & Trust Company at REPUBLIC BANCORP INC /KY/
Executive
Board
About A. Scott Trager
A. Scott Trager (age 72) is President of Republic Bancorp, Inc. (since 2012) and Vice Chair of Republic Bank & Trust Company (since 2017), serving as a director of both the Company and Bank since 1990; he previously served as Vice Chairman of Republic from 1994–2012 and holds a Business Administration degree from the University of Tennessee . Company performance under the current leadership structure showed FY2024 net income of $101.4mm and gross operating profit (pre-tax) of $127.7mm, with cumulative TSR of 173.98 vs. 132.60 for the KBW NASDAQ Bank Index over the 2020–2024 measurement period . The compensation framework emphasizes Gross Operating Profit (GOP) and permits adjustments for macro or extraordinary events; Company policy prohibits hedging and pledging transactions by directors and executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bancorp, Inc. | Vice Chairman | 1994–2012 | Senior leadership across finance, marketing, operations and community bank management |
| Republic Bancorp, Inc. | President | 2012–Present | Corporate leadership and Board service driving long-term value creation |
| Republic Bank & Trust Company | Vice Chair | 2017–Present | Oversight of Bank operations and lending oversight via Bank Loan Committee |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various community boards (Louisville metro area) | Board service | Not disclosed | Broad-based community connections and leadership experience (general disclosure) |
Board Governance
- Director since 1990; serves on the Bank Board’s Loan Committee (Company committees include Audit, Compensation, Nominating, and Risk; his committee affiliation is the Bank Loan Committee) .
- Attendance: The Board held six regular meetings in 2024; each incumbent Director except Mr. A. Scott Trager attended at least 75% of meetings (i.e., Mr. Trager was below the 75% threshold). In 2023, all incumbent Directors met the 75% attendance standard .
- Independence: He is an employee director (President/Vice Chair) and thus not categorized as an “Independent Director” under NASDAQ rules; the Company is a “controlled company” but did not elect the majority-independence exemption in 2024/2025 .
- Lead Independent Director: Mark A. Vogt; independent directors meet privately at least twice per year .
Director Compensation
- Non-employee directors received an annual stock retainer (460 shares in 2024) and cash fees for Board and committee meetings; committee chairs received $10,000 retainers .
- Executive directors (including A. Scott Trager) receive no additional compensation for Board service; his compensation is not included in the director compensation table because he is an Executive Officer .
Fixed Compensation
- Not disclosed for Mr. Trager (he is not a Named Executive Officer (NEO) in the proxy). NEO compensation elements include base salary, annual bonus tied primarily to GOP, LTIP equity (options, RSUs, PSUs), and deferred compensation matching; these elements are approved by the Compensation Committee and Board .
Performance Compensation
- Not disclosed for Mr. Trager. Company-wide incentives for NEOs are primarily based on GOP, with flexibility for macro and extraordinary factors; equity LTIP incorporates ROAA and efficiency ratio goals with peer quartile rankings, and mandatory post-vesting holding periods .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 8,233,941 | Includes partnership and trust holdings; 47.4% of Class A outstanding |
| Class B shares beneficially owned | 1,923,916 | 89.5% of Class B outstanding |
| Combined Class A + B | 10,157,857 | Represents 52.0% of combined classes outstanding |
| Teebank Family LP units | 5,293 | <1% of units; voting committee member |
| Jaytee Properties LP units | 5,293 | <1% of units; voting committee member |
| Group ownership concentration | 73% voting power; 56% of total shares held by Directors/Executive Officers as a group | As of 2/14/2025 |
| Hedging/pledging policy | Prohibited for Directors/executives | Anti-hedging and no pledges/margin accounts |
- Section 16 compliance: No late Form 4 disclosures listed for Mr. Trager in 2024 (late filings noted for other directors) .
Employment Terms
- Change-in-control agreements disclosed for NEOs (Chair/CEO, CEO/Bank, CFO, Pres/RPG, CIOO) with 2× salary+three-year average bonus severance (12 months for CIOO), accelerated vesting, benefits continuation, and non-compete/non-solicit covenants; Chair/CEO had no unvested equity as of 12/31/2024. Mr. Trager is not listed among NEOs; no employment agreement or CIC terms disclosed for him .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | $91,106,000 | $90,374,000 | $101,371,000 |
| Gross Operating Profit ($USD) | $116,845,000 | $113,213,000 | $127,703,000 |
| Revenues ($USD) | $71,810,000* | $69,729,000* | $72,650,000 [functions:GetFinancials] |
Values marked with * retrieved from S&P Global.
Related-Party Transactions and Interlocks
- The Bank leases 183,198 sq ft from affiliates (MAKBE, LLC and Jaytee entities) beneficially owned by Trager family members; 2024 rent was $388,609 per month ($4,670,634 annual). Transactions were approved by the Board and Audit Committee and determined comparable to unaffiliated terms .
Compensation Peer Group and Say-on-Pay
- Peer group (used for compensation context): Metropolitan Commercial Bank, Green Dot, Pathward (MetaBank), The Bancorp, Lakeland Financial, Community Trust Bancorp, 1st Source, Park National, FB Financial, Stock Yards, Premier Financial, German American Bancorp, First Savings Financial Group, City Holding; adds The Bancorp and Seacoast Banking Corp in 2024 reviews .
- Say-on-Pay: Most recent vote (April 20, 2023) approved with over 99% support, indicating broad shareholder endorsement of NEO compensation practices .
Risk Indicators & Red Flags
- Attendance: Below 75% in 2024 for Mr. Trager; potential governance/engagement risk signal .
- Controlled company and family influence: Trager Family Members recommended all director nominees; Company reserves right to use NASDAQ controlled company exemptions (did not elect in 2025), highlighting concentrated influence .
- Thin trading liquidity: Company notes thin trading and price swings; stock price not used for annual bonus determinations, reducing short-term stock-based incentives .
- Protections/mitigants: Clawback policy compliant with SEC/NASDAQ; anti-hedging/pledging policy; no tax gross-ups on parachute payments .
Investment Implications
- Alignment: Extremely high insider ownership and prohibited hedging/pledging align executives with long-term equity value; however, family-controlled governance and Mr. Trager’s sub-75% attendance raise oversight and engagement considerations .
- Incentive levers: While Mr. Trager’s detailed compensation is not disclosed, Company-wide incentives emphasize GOP and operational efficiency; equity LTIP for NEOs uses ROAA/efficiency peer quartiles with two-year holding periods, supporting sustainable performance over headline EPS .
- Trading signals: Concentrated insider stakes and thin liquidity may dampen insider selling pressure (no equity vesting schedule disclosed for Mr. Trager), but related-party leases and controlled nominations warrant a governance discount in valuation frameworks .
Notes: Revenues for FY2022–FY2023 marked with * are values retrieved from S&P Global via GetFinancials.