Jeffrey A. Starke
Executive Vice President, Chief Information and Operating Officer at REPUBLIC BANCORP INC /KY/
Executive
About Jeffrey A. Starke
Jeffrey A. Starke, age 47, is Executive Vice President and Chief Information and Operating Officer (CIOO) of Republic Bancorp, Inc. (RBCAA). He joined Republic Bank & Trust Company on July 19, 2021 as EVP and Chief Information Officer and was elevated to CIOO in 2024; previously he served at Bank OZK from 2010–2021, most recently as Chief Technology Officer and Chair of the Information Systems Steering Committee, with 20+ years in financial services technology and operations . Company performance under the pay-versus-performance framework shows the value of a $100 investment in RBCAA rising to $173.98 in 2024 (peer group $132.60) and net income of $101,371 thousand in 2024, supporting maximum bonus achievement tied to Total Company GOP in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bank & Trust Company | EVP, Chief Information Officer | 2021–2024 | Technology leadership for bank operations |
| Republic Bank & Trust Company | EVP, Chief Information and Operating Officer (CIOO) | 2024–Present | Technology and operations executive over bank functions |
| Bank OZK | Chief Technology Officer; Chair, Information Systems Steering Committee | 2010–2021 | Led enterprise technology strategy and governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank OZK | Chief Technology Officer; Chair, Information Systems Steering Committee | 2010–2021 | Oversaw technology and systems steering in a regional bank |
Fixed Compensation
| Year | Base Salary ($) | Change YoY | Perquisites & Other ($) | Perq Breakdown |
|---|---|---|---|---|
| 2024 | 391,000 | 2.0% | 16,316 | 401(k) match $13,800; Life insurance $799; Parking $1,717 |
| 2025 | 400,000 | 2.3% | — | — |
Performance Compensation
Annual Bonus (Cash)
| Year | Metric | Entry/Mid/Max Goals | Outcome | Target/Max ($) | Actual Paid ($) |
|---|---|---|---|---|---|
| 2024 | Total Company GOP | Entry 70% at ~$120m; Mid 85% at ~$124m; Max 100% at ~$128m | Achieved Maximum Level | 175,000 (Target/Max) | 175,000 |
Long-Term Incentive Plan (Equity) – 2024 Grants (Jan 16, 2024)
| Award Type | Quantity/Terms | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| RSAs | 594 shares | Time-based; vests Jan 1, 2027 | — | Shares required to be held for two years after Jan 1, 2027 vest date |
| PSUs (Target) | 1,196 units | Settled early 2025 into restricted stock; generally subject to forfeiture if employment ends before Jan 1, 2027 | ROAA 1.47% & Efficiency Ratio ≤52.68%, with peer quartile ranking; 50% weighting each metric; Starke payout 897 (ROAA) + 299 (Efficiency) = 1,196 | Two-year holding requirement after vest date |
| NQSOs | 5,605 options @ $49.25 | Become exercisable between Jan 1, 2027 and Jan 1, 2030 | — | Options subject to plan provisions including anti-pledging and change-in-control acceleration |
Long-Term Incentive Plan (Equity) – 2025 Grants (Jan 15, 2025)
| Award Type | Quantity/Terms | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| PSUs (Target) | 862 units | Scheduled to vest and be settled in early 2026 into restricted stock | Similar ROAA/Efficiency/peer-relative framework as 2024 | Two-year holding requirement after vesting |
| NQSOs | 4,055 options | Become exercisable between Jan 1, 2028 and Jan 1, 2031 | — | Plan-level anti-pledging and change-in-control acceleration apply |
Option Vesting and Expiration Schedule (Outstanding as of Dec 31, 2024)
| Tranche | Exercisable Date | Strike ($) | Expiration |
|---|---|---|---|
| Options | 12/31/2024 | 51.39 | 12/31/2025 |
| Options | 03/10/2025 | 35.92 | 03/09/2026 |
| Options | 12/31/2025 | 42.74 | 12/31/2026 |
| Options | 01/01/2027 | 49.25 | 01/01/2030 |
Option Exercises and Stock Vested (2024)
| Item | Shares | Value Realized ($) |
|---|---|---|
| Option Exercises | — | — |
| Stock Awards Vested | 3,285 | 203,999 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 10,617 combined Class A+B shares (<1% of total) |
| Ownership Breakdown | 804 shares in 401(k); 1,790 restricted shares vesting Jan 2027; plus 997 shares issuable beyond 60 days under Deferred Compensation Plan (post-vesting timing) |
| Outstanding Equity Awards (as of 12/31/2024) | Options: 6,085 @ $51.39 exp. 12/31/2025; 6,720 @ $42.74 exp. 12/31/2026; 5,605 @ $49.25 exp. 01/01/2030; Restricted stock: 594 shares (market value $41,503) |
| Stock Ownership Guidelines | Must own ≥2× base salary in Company stock within 5 years from Jan 2021 (applies to CEO/Bank, CFO, Pres/RPG, CIOO) |
| Holding Requirements | All PSUs and restricted stock must be held for two years after vesting/grant dates; NQSO shares must be held for two years after exercise |
| Hedging/Pledging | Prohibited for executives and directors; awards under 2025 plan cannot be pledged |
Employment Terms
- No employment agreements for NEOs; compensation program highlights include stock ownership requirements, clawback, and prohibitions on hedging/pledging/margin accounts .
- Change-in-control severance (double-trigger): upon termination after a change in control by the Company other than for cause or by the NEO for good reason, CIOO receives severance equal to two times base salary plus average bonus over prior three years, paid in installments over 12 months; reimbursement of legal fees; accelerated exercisability of options; continuation of welfare benefits (valued at 12 months for CIOO for change-in-control valuation) .
- Definitions: “cause” and “good reason” include material adverse role changes, pay reductions, relocation >40 miles, and failure to assume agreement by successor .
- 280G cutback: benefits may be reduced to avoid excise tax when net-after-tax value is higher .
- Equity acceleration on change in control: options and stock awards immediately vest/accelerate; stock units/other stock-based awards paid at target values unless award states otherwise .
- Clawback policy: recovery of incentive-based compensation tied to financial reporting measures upon certain accounting restatements within prior three years .
Company Performance Context (for Pay-For-Performance analysis)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 85,596,000* | 71,810,000* | 69,729,000* | 72,650,000 |
| Net Income ($) | 87,611,000* | 91,106,000 | 90,374,000 | 101,371,000 |
Values retrieved from S&P Global.
2024 bonus tied to Total Company GOP achieved at Maximum Level with $128m GOP goal for 100% payout .
Total Shareholder Return (Value of $100 Investment)
| Year | Company TSR ($100 →) | Peer Group TSR ($100 →) |
|---|---|---|
| 2020 | 80.82 | 90.69 |
| 2021 | 117.82 | 126.45 |
| 2022 | 98.86 | 100.39 |
| 2023 | 133.55 | 96.65 |
| 2024 | 173.98 | 132.60 |
Employment Start & Tenure
- Start date: July 19, 2021 (EVP, CIO) .
- Promoted: CIOO in 2024 .
Deferred Compensation
| Item | 2024 Activity |
|---|---|
| Executive Contribution | $25,000 |
| Company Match | $25,000 |
| Aggregate Earnings | $27,730 |
| Aggregate Balance (12/31/2024) | $138,518 |
| Vesting of Match | Matching amounts vest December 31 of year five (amended to 59 months from beginning of deferral year); vest on retirement at ≥10 years service and age ≥62 (post-1/1/2024 matches) |
Governance and Shareholder Feedback
- Say-on-pay: 99% approval at April 20, 2023 annual meeting .
- Compensation Committee: 4 meetings in 2024; administers clawback and ownership guidelines .
Risk Indicators & Red Flags
- No gross-ups under Sections 280G/4999/409A; clawback policy in place .
- Anti-hedging and anti-pledging policies reduce misalignment risk .
- Option timing: Company did not grant options in window surrounding 10-Q/10-K/8-K filings in 2024; grants typically early in fiscal year .
Investment Implications
- Strong alignment: Two-year post-vest holding requirements, ownership guidelines (≥2× salary), anti-hedging/pledging, and clawback policy tie Starke’s incentives to long-term shareholder value .
- Performance-linked pay: 2024 maximum cash bonus tied to GOP and PSU payouts tied to ROAA/efficiency relative to peers indicate clear pay-for-performance mechanics; future PSU cycles (2025 grants) sustain linkage .
- Retention risk: CIOO change-in-control protection (2× salary + average bonus; 12-month installment and 12-month benefits) plus ongoing unvested/holding-period equity reduce near-term departure risk; equity accelerates on change in control (potentially increasing deal-related incentives) .
- Selling pressure: No option exercises in 2024 and mandatory two-year holding after vesting temper near-term selling; watch upcoming option expirations in 2025–2026 and 2030 and PSU/RSA settlements for potential liquidity events .