Andrew Trager-Kusman
Senior Vice President, Chief Strategy Officer, Republic Bank & Trust Company at REPUBLIC BANCORP INC /KY/
Executive
Board
About Andrew Trager-Kusman
Andrew Trager-Kusman (age 38) is Senior Vice President and Chief Strategy Officer of Republic Bank & Trust Company (since 2021) and has served on the boards of Republic Bancorp, Inc. (“Company”) since 2019 and Republic Bank & Trust Company (“Bank”) since 2020 . His background includes strategy leadership at Republic (2016–2021) and prior investment analyst experience at EJF Capital focused on U.S. and global financial institutions, TARP, recapitalizations, and bank private equity (2012–2015) . Company performance context: cumulative TSR rose to 173.98 over 2020–2024 as disclosed in Pay vs. Performance; 2024 net income was $101.4 million and gross operating profit (pre-tax net income) was $127.7 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Republic Bank & Trust Company | SVP, Chief Strategy Officer | 2021–present | Leads strategic initiatives, profitability modeling, and evaluation of potential acquisitions . |
| Republic Bank & Trust Company | VP, Managing Director of Corporate Strategies | 2016–2021 | Oversaw strategic initiatives, profitability modeling, and M&A review . |
| EJF Capital LLC | Portfolio Analyst | 2012–2015 | Focused on TARP investments, small bank PE, recapitalizations; engaged with bank management/boards on regulatory issues and long-term strategies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jewish Heritage Fund | Director | n/d | Non-profit board service . |
| University of Louisville Athletic Association | Director | n/d | University governance role . |
| Louisville Orchestra Endowment | Former Director | n/d | Prior non-profit board . |
| Spalding University | Former Trustee | n/d | Prior academic board . |
| JTomorrow Louisville | Board Member | n/d | Community leadership . |
| Leadership Louisville Bingham Fellows | Fellow | 2019 | Leadership development . |
Fixed Compensation
- Republic does not disclose Andrew’s individual executive pay (he is not listed among Named Executive Officers). Employee-directors receive no compensation for board service; only non-employee directors are paid director fees .
| Component | 2024 status |
|---|---|
| Base salary (Andrew) | Not disclosed in proxy . |
| Director cash/equity retainers | Not paid to employee-directors (applies to Andrew) . |
| Clawback policy | Company maintains SEC/NASDAQ-compliant incentive compensation clawback . |
| Hedging/pledging | Prohibited for Directors and Executive Officers; no hedges, pledges, or margin accounts allowed . |
Performance Compensation
Republic ties annual bonuses primarily to Gross Operating Profit (GOP), with flexibility for qualitative adjustments; long-term incentives (for certain NEOs) include RSAs, PSUs, and NQSOs. Andrew’s individual targets/payouts are not disclosed; below is the Company framework for context.
- Annual incentive program (NEO framework for 2024)
| Metric | Entry Level goal | Mid Level goal | Maximum Level goal | 2024 result | Payout calibration |
|---|---|---|---|---|---|
| Total Company GOP | $120mm | $124mm | $128mm | Achieved Maximum | 100% of target for Chair/CEO, CEO/Bank, CFO, CIOO . |
- PSU framework and outcomes used for 2024 LTIP (applied to certain NEOs; Andrew not disclosed)
| Metric | Target (50%/100%/150%) | Measurement | 2024 outcome | Resulting PSU credit |
|---|---|---|---|---|
| ROAA quartile vs peers | 1.47% threshold at 3rd/2nd/1st quartiles | FY2024 ROA + peer quartile | Company landed in 1st quartile on ROAA | Paid at ROAA 1st quartile credit . |
| Efficiency ratio quartile vs peers | 54.50% threshold at 3rd/2nd/1st quartiles | Full-year efficiency goal + peer quartile | Company in 3rd quartile on efficiency | Paid at efficiency 3rd quartile credit . |
Notes:
- Company states stock performance is not a component for annual bonuses due to thin trading; focus remains on consistent earnings over time .
- Stock ownership guidelines exist for certain executives; shares from PSUs/RSAs must be held for two years post-vesting .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Direct/beneficial ownership (A shares unless noted) | 1,666 shares; includes 400 restricted shares (vest Oct 2026) and 1,000 options exercisable within 60 days of Feb 14, 2025; remainder common shares; “<1%” ownership . |
| Options (exercisable) | 1,000 shares exercisable within 60 days of Feb 14, 2025 . |
| Unvested/Deferred | 478 shares issuable beyond 60 days via Non-Employee Director & Key Employee Deferred Compensation Plan . |
| LP interests in family partnerships that hold Company shares | Jaytee units: 28,978 (1.4% of units outstanding); Teebank units: 80,666 (3.7% of units outstanding; includes 54,545 units via irrevocable trust where he is co-trustee) . |
| Family control context | Directors/executive officers as a group (25 persons) own ~73% of combined voting power and ~56% of combined shares outstanding . |
| Anti-hedging/pledging | Hedging and pledging of Company stock prohibited for Directors and Executive Officers . |
| Director ownership guidelines | Company states stock ownership requirements for Directors and NEOs; specific multiples for Directors not detailed in proxy . |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | Company states it does not offer employment agreements to NEOs; Andrew-specific employment contract not disclosed . |
| Severance/Change-in-control | Company maintains CIC severance agreements for NEOs; Andrew is not listed among NEOs with disclosed CIC terms in 2024 . |
| Non-compete/Non-solicit | NEO CIC agreements include 2-year non-compete/non-solicit; Andrew-specific restrictions not disclosed . |
| Deferred compensation | Eligible executives may participate; Andrew has 478 deferred shares scheduled beyond 60 days (vesting under plan terms) . |
Board Governance and Roles
- Board service history and roles: Director of Company since 2019; Bank since 2020. Serves on Bank Loan and Trust Committees (Bank-level committees) .
- Independence: Not independent (employee director; also family relationship—Steven E. Trager is his uncle; A. Scott Trager is his cousin) .
- Committee governance: Lead Independent Director is Mark A. Vogt; independent directors meet privately at least twice per year; Company has not elected the controlled-company exemption for majority independence in 2025 but reserves right to do so .
- Attendance: “Each incumbent Director, except Mr. A. Scott Trager, attended at least 75%” of 2024 Board meetings (includes Andrew) .
Related Party Transactions (conflicts/controls)
- Affiliate leases: The Bank leases 183,198 square feet from entities beneficially owned by Trager family members (including MAKBE LLC and Jaytee entities). Monthly rent ~$388,609; aggregate 2024 rent ~$4,670,634. Approvals were obtained from the Board and Audit Committee, which determined terms comparable to unaffiliated parties .
- Examples/agreements:
- Early termination agreement (Mar 15, 2024) and July 1, 2024 lease with Jaytee-Springhurst, LLC (Andrew among signatories as landlord member); new lease term 120 months, 19,336 sq ft, commencement Aug 1, 2024 .
- Numerous historical leases with Jaytee Properties II SPE and Jaytee-Hurstbourne listed in 10-K exhibits .
- Right of First Offer with Teebank gives Company an option to purchase up to 1,000,000 Class A shares within nine months after a defined “Trigger Date,” subject to independent director approval and fair market value conditions .
- Properties disclosure confirms certain leased properties are from partnerships in which Andrew or family members have a financial interest .
Compensation Committee Analysis (governance, peers, say-on-pay)
- Compensation Committee members (2024): Chair Ernest W. Marshall Jr.; members Timothy S. Huval, Vidya Ravichandran, and Mark A. Vogt .
- Consultant use: For 2025 non-employee director compensation, management engaged Innovative Compensation and Benefits Concepts; determined independent and no conflicts. Compensation Committee generally did not engage a third-party consultant for NEO compensation in 2024 .
- Peer group (for NEO benchmarking): includes banks like The Bancorp (TBBK), Seacoast (SBCF), Green Dot (GDOT), Pathward (CASH), etc. Committee uses peers as reference, not sole determinant .
- Say-on-pay: At the April 20, 2023 annual meeting, >99% approval for NEO compensation .
Risk Indicators & Alignment
- Alignment positives:
- Clawback policy in line with SEC/NASDAQ rules .
- Prohibition on hedging/pledging increases alignment with shareholders .
- Director ownership guidelines stated; broader family ownership concentrates long-term control -.
- Red flags/monitoring items:
- Controlled company with concentrated family voting power (~73% voting) and multiple familial board/executive ties (nepotism risk, independence optics) .
- Extensive related-party real estate leases with significant annual rent; although reviewed/approved, perceived conflict risk persists .
- Dual role as employee and director (non-independent) with Bank-level committee responsibilities (Loan/Trust) .
Investment Implications
- Governance/control: Family control and Andrew’s dual role suggest continuity in strategic direction and potentially faster decision-making, but add overhang on governance independence and potential conflicts (notably affiliate leases). The Company mitigates with Audit/Comp/Nominating oversight, a lead independent director, and adherence to clawback and anti-hedging/pledging policies .
- Pay/performance framework: While Andrew’s individual compensation isn’t disclosed, the enterprise-wide incentives are anchored to GOP, ROAA, and efficiency metrics, with actual 2024 results achieving maximum GOP targets and mixed PSU component outcomes (strong ROAA vs peers; weaker efficiency vs peers) .
- Selling pressure/retention: Andrew’s disclosed equity is modest (1,666 shares; 1,000 options currently exercisable; 400 RS vesting Oct 2026; 478 deferred shares), implying limited direct selling pressure from his holdings; broader float and control dynamics are more influenced by family partnerships (Teebank/Jaytee) and related ROFO constraints .
- Key watch items: Any changes to affiliate leasing terms or expansion; board composition/independence shifts; family LP transactions; and whether Andrew’s role expands to additional committees or disclosed incentive awards in future proxies (which would provide clearer line-of-sight on his personal pay-for-performance linkage) -.