Heather V. Howell
About Heather V. Howell
Independent director of Republic Bancorp, Inc. (RBCAA); age 51; Company director since 2020 and Bank director since 2015. President of GREATER THAN Beverages (since Jan 2024); prior roles include Director of Global Innovation & Trademark Development for Jack Daniel’s (Brown‑Forman) and CEO/Chief Tea Officer of Rooibee Red Tea. Education: Bellarmine University (Executive MBA) and Eastern Kentucky University (BA). The Board has determined she is an independent director under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GREATER THAN Beverages | President | Jan 2024 – present | Consumer beverage leadership and brand growth |
| Brown‑Forman (Jack Daniel’s Family of Brands) | Director, Global Innovation & Trademark Development | Through Oct 2023 (employed since 2015) | Global innovation leadership across brand portfolio |
| Rooibee Red Tea | CEO & Chief Tea Officer; launched Rooibee Roo (kids’ RTD tea) | 2010 – 2015 (Rooibee Roo launched 2014) | Founder/operator, brand creation and scaling |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Louisville Project | Board of Directors, Member | Not disclosed | Civic/non‑profit leadership role |
Board Governance
- Committee assignments (Company): Nominating Committee member (not Chair). Current committee rosters as of Mar 14, 2025 show Nominating Committee: Chair Mark A. Vogt; members Jennifer N. Green, Heather V. Howell, Ernest W. Marshall, Jr.
- Independence: Identified as an “independent director” under NASDAQ Rule 5605(a)(2). RBCAA is a “controlled company” under NASDAQ but did not elect the independence exemption for 2025.
- Attendance: Board held 6 regular meetings in 2024; each incumbent director except A. Scott Trager attended at least 75% of meetings during their service; Howell is included among incumbents.
- Lead independent director and executive sessions: Mark A. Vogt serves as Lead Independent Director; independent directors meet privately at least twice per year.
- Context on control and related-party risk: Executives/directors as a group control ~73% of combined voting power; leases with Trager‑affiliated entities totaled ~$4.67 million in 2024 and were approved as arm’s‑length by the Board/Audit Committee. These dynamics heighten the importance of independent oversight by directors like Howell.
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $25,000 | Per‑meeting fees: $4,000 Board, $1,000 committee; chairs receive $10,000 retainer (Howell is not a chair) |
| Stock award (vested shares) | $24,950 | 460 shares granted; grant-date fair value methodology per ASC 718 |
| Options | $0 | No option awards to directors in 2024 |
| Total | $49,950 | Sum of cash and stock award |
Program structure reference (for all non‑employee directors in 2024): annual stock retainer (~$25,000 in whole shares), per‑meeting cash fees ($4,000 Board; $1,000 committee), and $10,000 annual committee chair retainer. Directors may defer fees/stock into the Non‑Employee Director and Key Employee Deferred Compensation Plan (no company match for directors).
Third‑party consultant for 2025 director pay: Innovative Compensation and Benefits Concepts engaged in 2024; Compensation Committee determined no conflicts of interest; Board approved program changes effective Jan 1, 2025.
Performance Compensation
- Non‑employee directors do not receive performance‑based bonuses; 2024 director compensation consisted of cash fees and equity retainer (vested shares).
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Howell. |
Expertise & Qualifications
- Entrepreneurial and consumer brand innovation (Rooibee Red Tea; Jack Daniel’s innovation leadership; GREATER THAN Beverages).
- Education: Bellarmine Executive MBA; Eastern Kentucky BA.
- Honors: Ernst & Young E.D.G.E. Award (2013); Business First Enterprising Woman to Watch (2014); finalist Business Leader of the Year (2013).
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Class A shares beneficially owned | 0 | As of Feb 14, 2025 record date |
| Class B shares beneficially owned | 0 | As of Feb 14, 2025 record date |
| Unvested/issuable shares (deferred plan) | 7,621 | Shares issuable beyond 60 days under Non‑Employee Director & Key Employee Deferred Compensation Plan |
| Ownership % of outstanding | ~0% | Based on 17,333,993 Class A and 2,150,090 Class B outstanding |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging and pledging by directors and NEOs |
| Director ownership guidelines | Policy in place | Company maintains stock ownership requirements for directors (specific multiples not disclosed in proxy) |
Insider Trades and Section 16 Compliance
| Date of Transaction | Filing Note | Details |
|---|---|---|
| Nov 21, 2024 | One late Form 4 filed Dec 31, 2024 to report a stock sale | No share amount disclosed in proxy; noted as a late filing exception for 2024 |
Governance Assessment
-
Positives
- Independent director with consumer/brand innovation and entrepreneurial background; sits on the Nominating Committee that oversees board composition and director independence.
- Attendance at or above the 75% threshold in 2024; Board utilizes a Lead Independent Director and holds regular independent sessions.
- Director pay structure is modest for a bank of RBCAA’s size and is partially equity‑based, aligning directors with shareholders; an external consultant reviewed director pay for 2025 with no conflicts found.
- Anti‑hedging/pledging policy applies to directors, supporting alignment.
-
Risks/Red Flags to Monitor
- Controlled company dynamics (insiders hold 73% combined voting power) and significant related‑party leasing ($4.67M in 2024) underscore heightened conflict‑of‑interest risk; continued robust Audit Committee and independent director oversight is essential.
- Nominating Committee considers recommendations from Trager family members; potential for entrenchment risk mitigated by presence of independent directors.
- One late Section 16 filing by Howell in 2024 (stock sale on 11/21/24), a minor compliance lapse but noteworthy to track for recurrence.
-
Engagement signals
- Independent directors expected to attend annual meetings; nine of fifteen attended in 2024 (names not specified).
- Company states commitment to director independence and did not elect NASDAQ’s controlled company exemption for the 2025 election.
Overall, Howell brings relevant consumer/brand and entrepreneurial expertise, meets independence and attendance expectations, and holds de minimis equity ownership with deferred units outstanding. The primary governance sensitivities relate to RBCAA’s controlled ownership and related‑party arrangements—areas where independent directors on committees (including Howell on Nominating) play a critical oversight role.