David P. Feaster
About David P. Feaster
Age 71; director of Republic Bancorp, Inc. since 2020 and of Republic Bank & Trust Company since 2019. Retired banker with 49 years’ experience; currently serves as a consultant to Republic Bank (since 2019), which results in non‑independent status under NASDAQ rules. Education: University of Florida, Business Administration (with honors). Tenure: ~5 years at the Company, ~6 years at the Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Bank & Trust Company | Florida Market President | 2016–2019 | Led Florida market; predecessor to current consulting relationship |
| Cornerstone Community Bank | CEO, President, Director | 2009–2016 | Bank merged into Republic Bank; integration experience |
| Signature Bank (St. Petersburg, FL) | Founder, CEO, President | Prior to merger | Built bank; later merged into Whitney National Bank |
| Whitney National Bank | Area President | Post-merger period | Regional leadership in Florida |
| Sun Bank; Bank of America; C&S; Northern Trust Bank | Executive roles | Various years | Senior banking leadership across multiple institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Florida Bankers Association | Board Member | Not specified | Industry governance involvement |
| St. Petersburg Area Chamber of Commerce | Former Chair | Not specified | Civic leadership |
| All Children’s Hospital | Former Chair | Not specified | Healthcare nonprofit governance |
| St. Petersburg College Banking School | Board Member | Not specified | Academic/industry program oversight |
Board Governance
- Independence: Not independent due to current consulting services to Republic Bank (non‑employee Director but fails NASDAQ independence) .
- Committees: Chairs the Bank Board’s Loan Committee and Trust Committee (Bank Board); not listed on Company Audit, Compensation, Nominating, or Risk Committees .
- Attendance: The Board held six regular meetings in 2024; all incumbent Directors except A. Scott Trager attended ≥75%—Feaster met the threshold .
- Board leadership: Lead Independent Director is Mark A. Vogt; independent directors meet privately at least twice per year .
- Controlled company context: Company identifies as a “controlled company” (Trager family), did not elect the independence exemption for 2025 but reserves right to do so—nominating process is influenced by Trager family recommendations .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $27,000 | Board and committee meeting fees |
| Stock Awards | $24,950 | 460 vested Class A shares granted May 15, 2024 at closing price |
| All Other Compensation | $70,914 | Monthly $5,000 consulting payments plus expenses and monthly dues to a Florida country club |
| Total | $122,864 | Sum of above |
Additional structure for directors in 2024:
- Cash meeting fees: $4,000 per Board meeting; $1,000 per Board committee meeting; committee chair retainer (Company committees) $10,000 per committee chaired .
- Deferral: Non‑employee Directors may defer fees/stock into the Non‑Employee Director and Key Employee Deferred Compensation Plan (invested in Class A stock); Feaster deferred his earned amounts (not listed among exceptions) .
Performance Compensation
- None for directors; director pay comprises retainers/meeting fees and stock awards without performance metrics. Performance metrics (GOP, ROAA, efficiency ratio) apply to NEO incentive plans, not to directors .
Other Directorships & Interlocks
| Company | Public? | Role | Overlap/Interlock Risk |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed for Feaster |
Expertise & Qualifications
- Banking and investment expertise (skills matrix), CEO/board leadership experience; extensive Florida market and M&A integration experience .
- Civic and industry leadership across banking association and community organizations .
- Education: University of Florida, Business Administration (with honors) .
Equity Ownership
| Holding | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Class A Common Stock (beneficially owned) | 2,032 | <1% | As of Feb 14, 2025 |
| Deferred Stock Units (scheduled beyond 60 days) | 2,272 | — | Under Director Deferred Compensation Plan, vesting beyond 60 days |
- Ownership alignment: Annual stock retainer (460 shares) and deferral of fees into stock support alignment; Company states stock ownership requirements exist for Directors, but specific multiples are not disclosed in the proxy .
Governance Assessment
- Strengths:
- Deep operational banking experience and prior CEO roles; chairs Bank Loan and Trust Committees—relevant to credit and fiduciary oversight .
- Meets attendance expectations; supports engagement .
- Concerns/RED FLAGS:
- Independence: Not independent due to paid consulting; recurring $5,000/month plus expense and country club dues—creates economic dependency and potential conflicts, particularly in a controlled company context .
- Controlled company nomination influence: Trager family recommended all Director nominees; heightens risk of board capture; demands heightened vigilance from independent directors and committee chairs .
- Board safeguards:
- Lead Independent Director structure with executive sessions; Audit Committee oversight of related‑party transactions; Code of Conduct and anti‑hedging policy applicable to Directors .
- Shareholder sentiment:
- Say‑on‑pay approval in 2023 exceeded 99%, indicating broad support for compensation policies; though this pertains to NEOs, it signals general governance acceptance .
Net view: Feaster brings credit/fiduciary committee leadership and market depth, but his consulting relationship (and non‑independence) is a governance risk that investors should monitor, especially around loan/trust oversight decisions and any matters involving benefits/perquisites or related‑party exposure .