Kevin D. Sipes
Executive Vice President, Chief Financial Officer and Chief Accounting Officer at REPUBLIC BANCORP INC /KY/
Executive
About Kevin D. Sipes
Kevin D. Sipes, age 53, is EVP, CFO, and Chief Accounting Officer of Republic Bancorp, Inc. and Republic Bank, having joined the company in 1995, been CFO and CAO since 2000, and EVP/Treasurer since 2002 . Company performance tied to his incentives was strong in 2024: Total Company Gross Operating Profit (pre-tax net income) was $127.7 million and net income was $101.4 million; cumulative TSR for the 2020–2024 measurement period reached 173.98 versus peer KBW NASDAQ Bank Index at 132.60 . His 2024 bonus was linked to Total Company GOP, which achieved the Maximum Level, yielding a 100% payout of his bonus opportunity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bancorp, Inc. / Republic Bank | EVP, CFO, Chief Accounting Officer | CFO/CAO since 2000 | Finance leadership across Company and Bank; primary metric GOP drives incentive outcomes |
| Republic Bancorp, Inc. / Republic Bank | EVP & Treasurer | Since 2002 | Treasury and capital oversight supporting profitability and growth |
| Republic Bancorp, Inc. / Republic Bank | Various roles | Joined 1995 | Progressive finance/accounting leadership at the Company |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | $379,389 | $390,000 (2.6% increase) | 2025 salaries approved based on 2024 performance and competitive factors |
| Target Bonus (Max Potential) | $175,000 | N/A | Set under 2024 Bonus Incentive Compensation Program; tied to Total Company GOP |
| Actual Bonus Paid | $175,000 (100% of potential) | N/A | Maximum Level GOP achieved; paid March 2025 |
| Other Compensation (perks) | $26,449 (401k match $13,800; life insurance $1,332; personal use of company vehicle $9,600; parking $1,717) | N/A | Typical perquisites and benefits |
Performance Compensation
Annual Bonus Mechanics (2024)
| Metric | Entry Level Goal | Mid-Level Goal | Maximum Level Goal | Payout Scale | 2024 Result | CFO Payout |
|---|---|---|---|---|---|---|
| Total Company GOP | $120M | $124M | $128M | 70% / 85% / 100% of bonus potential | Achieved Maximum Level | $175,000 (100%) |
2024 LTIP Awards and Outcomes
| Instrument | Grant Date | Quantity/Terms | Vesting/Expiration | 2024/2025 Outcome |
|---|---|---|---|---|
| Restricted Stock | Jan 16, 2024 | 476 shares | Proxy discloses vesting Jan 1, 2027 ; Outstanding awards table footnote lists vesting Jan 1, 2030 | Held at least 2 years post vest per holding requirement |
| Performance Stock Units (PSUs) | Jan 16, 2024 | 957 target PSUs | Settled early 2025 into restricted stock based on ROAA and efficiency outcomes; 2-year hold post Jan 1, 2027 | Achieved 100% target: ROAA 718 units + Efficiency 239 units = 957 total |
| Stock Options (NQSOs) | Jan 16, 2024 | 4,484 options, strike $49.25 | Vest/exercise windows from Jan 1, 2027 to Jan 1, 2030; expire Jan 1, 2030 | N/A |
Performance Metrics driving PSU settlement:
- ROAA goal 1.47% with peer quartile ranking; Efficiency ratio goal 54.50% with peer quartile ranking; 2024 actual ROAA at 1.47% in 1st quartile; Efficiency ratio at 52.68% in 3rd quartile; CFO PSU payout totaled 957 units .
2025 LTIP Awards (granted Jan 15, 2025)
| Instrument | Quantity/Terms | Vesting/Expiration | Notes |
|---|---|---|---|
| PSUs | 689 target PSUs | Scheduled to vest and settle in early 2026 into restricted stock; 2-year hold post vest | Performance goals similar to 2024 (ROAA and efficiency) |
| Stock Options (NQSOs) | 3,244 options | Vest between Jan 1, 2028 and Jan 1, 2031; expire Jan 1, 2031 | N/A |
Option and Stock Activity (2024)
| Activity | Quantity | Value Realized |
|---|---|---|
| Options exercised | 6,500 shares | $116,970 |
| Stock vested | 2,167 shares | $123,103 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 76,176 shares; includes 3,980 in 401(k), 1,478 via ESPP, voting rights on 1,433 restricted shares vesting Jan 2027, and 6,368 vested options exercisable within 60 days of Feb 14, 2025 |
| Ownership as % of Outstanding | Less than 1% of total shares outstanding (Class A 17,333,993; Class B 2,150,090) |
| Restricted Shares (unvested) | 1,433 shares vest Jan 2027 ; 476 shares awarded Jan 16, 2024 with vesting disclosed as Jan 1, 2027 in LTIP section and Jan 1, 2030 in outstanding table footnote (proxy discrepancy) |
| Options – Exercisable | 4,868 @ $51.39 expiring 12/31/2025 |
| Options – Unexercisable | 1,500 @ $35.92 expiring 03/09/2026; 5,376 @ $42.74 expiring 12/31/2026; 4,484 @ $49.25 expiring 01/01/2030 |
| Ownership Guidelines | Minimum 2x base salary in Company stock within 5 years from Jan 2021; 2-year holding requirement post vest/exercise for PSUs/RS/Options |
| Hedging/Pledging | Prohibited for NEOs/Directors, including hedges, pledges, and margin accounts |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | Company does not offer employment agreements to NEOs |
| Change-in-Control (CIC) Cash Severance | 2x base salary plus average bonus over prior 3 years; payable over 24 months post termination (CIOO 12 months) |
| CIC Triggers | Cash severance requires termination after CIC by Company other than for cause or by the NEO for good reason (double trigger); equity and deferred compensation match vesting occurs at Change in Control (single-trigger for equity/match per proxy table) |
| Estimated CFO CIC Value | $1,565,305 (assuming CIC on Dec 31, 2024 and acceleration values as described) |
| Non-Compete/Non-Solicit | Two-year non-compete, non-solicit, and confidentiality covenants (apply irrespective of CIC) |
| Clawback | Compliant with Nasdaq/SEC rules; recovery of incentive-based compensation tied to financial reporting measures over 3 years preceding a required restatement |
| Tax Gross-Ups | No excise tax gross-ups; potential 280G cutback if economically beneficial post-tax |
| Deferred Compensation | CFO deferred $25,000 in 2024 with Company match $25,000; 2024 earnings $130,368; aggregate balance $580,364; Company match vests after 59 months with retirement vest at age 62+ and 10 years service (subject to conditions) |
Investment Implications
- Pay-for-performance alignment: CFO’s annual bonus is primarily tied to Total Company GOP and paid at 100% when Maximum Level GOP is achieved, reinforcing earnings-driven incentives rather than share price, which management views as thinly traded and potentially volatile .
- Upcoming liquidity/overhang: Option expirations in 2025 (4,868 options @ $51.39) and 2026 (1,500 @ $35.92; 5,376 @ $42.74) could prompt exercises, though 2-year post-exercise holding requirements mitigate near-term selling; 2024 PSUs settled to restricted stock with mandatory 2-year hold post Jan 1, 2027 .
- Retention and CIC risk: Strong CIC protection (2x salary + average bonus over 3 years; equity/match acceleration) reduces attrition risk but introduces potential payout magnitude in a sale; cash severance is double-trigger, equity acceleration is single-trigger per proxy table description .
- Governance safeguards: Ownership guidelines (2x salary), anti-hedging/anti-pledging, and clawback policy enhance alignment and downside accountability; say-on-pay support exceeded 99% in 2023, indicating shareholder approval of the framework .