Ernest W. Marshall, Jr.
About Ernest W. Marshall, Jr.
Executive Vice President and Chief Human Resources Officer at Eaton Corporation since 2018; previously Vice President of Human Resources at GE Aviation (2013–2018). Age 56; Republic Bancorp (Company) director since 2020 and Republic Bank & Trust Company director since 2017; independent director; chairs the Compensation Committee and serves on the Nominating Committee. Education: MBA/JD (Indiana University, Bloomington); BS in Accounting and Business Administration (Bellarmine University), including study at New College, Oxford; 2024 Distinguished Fellow, National Academy of Human Resources .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation | EVP & Chief Human Resources Officer | 2018–Present | Enterprise human capital leadership, compensation and succession oversight |
| GE Aviation (General Electric) | Vice President of Human Resources | 2013–2018 | Global HR leadership across a major industrial business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LSI Industries Inc. (NASDAQ: LSII) | Director | Since Aug 16, 2022 | Public company board service |
| Kindway | Board member | Current | Civic/non-profit board |
| Rock & Roll Hall of Fame | Board member | Current | Civic/non-profit board |
Board Governance
- Independence and roles: Marshall is an independent director (NASDAQ Rule 5605(a)(2)) and serves as Compensation Committee Chair and Nominating Committee member; committee membership confirmed as of March 14, 2025 .
- Board structure: Controlled company under NASDAQ rules but did not claim the majority-independence exemption for 2025; Lead Independent Director is Mark A. Vogt; independent directors meet privately at least twice per year .
- Meetings and attendance: The Board met six times in 2024; all incumbents except A. Scott Trager attended at least 75% of Board meetings; Compensation Committee met 4 times; Nominating Committee met once in 2024 .
- Skills: Human capital management and board/leadership expertise highlighted in skills matrix and biography .
Fixed Compensation
- Structure: Non‑employee directors receive an annual stock retainer (~$25,000), $4,000 per Board meeting (with a $2,000 rate for certain virtual attendance cases), $1,000 per committee meeting, and $10,000 per committee chair retainer; directors may defer into the Non‑Employee Director and Key Employee Deferred Compensation Plan, invested in Class A stock .
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $39,000 |
| Stock Awards (460 vested shares of Class A) | $24,950 |
| Option Awards | — |
| Non‑Equity Incentive Plan Compensation | — |
| Pension Value and Non‑Qualified Deferred Compensation Earnings | — |
| All Other Compensation | — |
| Total (2024) | $63,950 |
- Deferral elections: Marshall was paid $3,900 in cash; the balance of his director compensation was deferred into the plan .
Performance Compensation
Directors are not paid performance bonuses; however, as Compensation Committee Chair, Marshall oversees executive incentive design. Key company performance metrics in the PSU program (context for pay-for-performance oversight) are:
| Metric | 50% Payout Target | 100% Payout Target | 150% Payout Target | Measurement |
|---|---|---|---|---|
| ROAA | 1.47% | 1.47% | 1.47% | Full-year 2024 ROA with peer quartile ranking (3rd/2nd/1st) |
| Efficiency Ratio | 54.50% | 54.50% | 54.50% | Full-year 2025 efficiency goal with peer quartile ranking (3rd/2nd/1st) |
2024 PSU outcomes (settled in early 2025) reflected ROAA in 1st quartile and efficiency ratio in 3rd quartile; example payouts:
| Executive | ROAA Shares (100%) | Efficiency Shares (50%) | Total PSU Shares |
|---|---|---|---|
| CEO/Bank (Pichel) | 2,873 | 957 | 3,830 |
| CFO (Sipes) | 718 | 239 | 957 |
| Pres/RPG (Nelson) | 718 | 239 | 957 |
| CIOO (Starke) | 897 | 299 | 1,196 |
Additional governance features Marshall oversees:
- Clawback policy complying with SEC/NASDAQ restatement rules (3‑year lookback) .
- Anti‑hedging and pledging prohibitions for directors and employees .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| LSI Industries Inc. | Director | Not disclosed here | No Republic-related transactions disclosed |
No related‑party transactions involving Marshall are disclosed; material related‑party leasing exists with Trager family affiliates (Bank pays ~$388,609/month; $4,670,634 in 2024) but is reviewed/approved by Audit Committee and Board as arm’s‑length; this is a governance consideration for the Board broadly, not specific to Marshall .
Expertise & Qualifications
- Legal and business training (MBA/JD); deep human capital and compensation experience at Eaton and GE Aviation; civic/community leadership; honors include NAHR Distinguished Fellow (2024) and recognition among influential Black executives (Savoy) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Beneficially Owned (Class A) | 190 | Direct beneficial ownership; less than 1% |
| Unvested/Deferred Stock Units | 6,712 | Scheduled to vest beyond 60 days of Feb 14, 2025 under the Non‑Employee Director & Key Employee Deferred Compensation Plan |
| Pledged or Hedged Shares | None | Hedging/pledging prohibited by policy |
| Director Stock Retainer | 460 shares (2024) | Granted May 15, 2024; based on closing price; vested shares |
Ownership guidelines exist for directors (and NEOs); individual director compliance status is not specifically disclosed in the proxy .
Governance Assessment
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Positives:
- Independent director; chairs Compensation and serves on Nominating—positions central to pay, succession, and board composition .
- Robust pay‑for‑performance architecture for executives (ROAA and efficiency ratio with peer quartiles), clawback, and anti‑hedging/pledging—Marshall’s committee oversees these policies .
- Strong recent shareholder support for executive pay (99% Say‑on‑Pay approval in 2023) .
- Director compensation largely aligned via stock grants and optional deferrals into stock equivalents; Marshall deferred most of his fees, increasing alignment .
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Watch items / red flags:
- Controlled company status and significant Trager family influence; while independence exemption not claimed for 2025, related‑party leasing is sizable ($4.67M in 2024)—mitigated by Audit Committee oversight and arm’s‑length determinations .
- Board‑level attendance only reported in aggregate; individual attendance for Marshall not explicitly disclosed (Board met six times; most incumbents ≥75%) .
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Overall implication: Marshall’s human capital and compensation expertise, combined with his leadership of the Compensation Committee, supports alignment of pay structures with performance and risk controls. The presence of robust clawback and anti‑hedging policies is investor‑friendly. Governance risk largely relates to controlled company dynamics and related‑party leases, which are structurally overseen by independent committees; no conflicts are identified specific to Marshall .