Logan M. Pichel
President and Chief Executive Officer, Republic Bank & Trust Company at REPUBLIC BANCORP INC /KY/
Executive
Board
About Logan M. Pichel
President & CEO of Republic Bank & Trust Company since 2021; Director of Republic Bancorp, Inc. and the Bank since 2021; age 60. He holds an MBA from the University of Michigan and a BS in Finance from Ohio Northern University, with 30+ years in financial services across consumer lending, operations, FP&A/M&A, and mortgage production . Under his tenure, pay-versus-performance metrics show cumulative Company TSR reaching 173.98 on a $100 base in 2024, with 2024 Net Income of $101.4M and Gross Operating Profit (pre-tax) of $127.7M; peer TSR was 132.60, indicating relative outperformance vs. the KBW NASDAQ Bank Index . His PSU metrics tied to ROAA and efficiency achieved ROAA at 1.47% and an efficiency ratio of 52.68%, with quartile thresholds used to determine payout levels versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bank & Trust Company | President | 2020–2021 | Senior leadership to accelerate growth and diversification; appointment aligned with strong financial performance and PPP execution . |
| Regions Bank | EVP, Head of Corporate Development – FP&A and M&A | 2019–2020 | Budgeting, forecasting, capital allocation, product profitability, bank/non-bank M&A oversight . |
| Regions Bank | Head of Enterprise Operations | 2018–2019 | Oversaw bank operations, loan fulfillment/servicing, collections, contact centers . |
| Regions Bank | Head of Consumer Lending | 2010–2018 | Led mortgage, home equity, auto, personal loans, fintech and small-dollar lending . |
| Regions Bank | National Production Manager, Mortgage | 2005–2010 | National mortgage production leadership . |
| Regions Bank | Leader, “Simplify and Grow” initiative | 2018–2020 | Process simplification, efficiency gains, revenue acceleration . |
| Citizens Bank (MI); M&T Bank (NY) | Leadership positions (earlier career) | Prior to 2005 | Prior leadership roles in banking operations and finance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Company proxy/filings for Pichel . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | $675,240 | $700,000 | 2025 increase ~3.5% . |
| Target Bonus Potential | $500,000 | $500,000 (program structure continues) | Determined via Total Company GOP; individual performance considered . |
| Actual Bonus Paid | $500,000 | — | 2024 payout at 100% of potential (Maximum) . |
| Perquisites/Other | $22,849 total (401k match $13,800; life insurance $1,332; parking $1,717; club membership $6,000) | — | Company-wide benefits; no above-market deferred earnings . |
Performance Compensation
| Incentive Type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2024) | Total Company GOP | $128M (Maximum Level) | Achieved Maximum | 100% of potential ($500,000) | Cash paid March 2025 . |
| PSUs (2024 grant) | ROAA vs peers | 1.47% ROAA; quartiles determine 50/100/150% | Achieved first-quartile peer ranking at 1.47% | 100% payout under ROAA leg (target) | Settled early 2025 into restricted stock; two-year holding post-1/1/2027 vest . |
| PSUs (2024 grant) | Efficiency vs peers | 52.68% efficiency; quartiles determine 50/100/150% | Third-quartile peer ranking at 52.68% | 50% payout under efficiency leg | As above . |
| PSU Shares (2024) | Combined payout shares | Target 3,830 PSUs | 2,873 (ROAA) + 957 (Efficiency) = 3,830 | 100% of target | Converted to restricted stock; two-year post-vesting hold . |
| Restricted Stock (2024 grants) | Time-based service | 1,903 shares (RSA) | Service-based | Grant-date fair value $93,723 | Vests per schedule; holding periods apply . |
| Stock Options (2024 grant) | NQSOs | 17,937 options @ $49.25 | Time vesting | Grant-date fair value $172,959 | Vest/exercisable between 1/1/2027 and 1/1/2030; two-year post-exercise hold . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 52,856 shares (<1%) . |
| Breakdown | 1,318 shares in 401(k); 1,316 shares via ESPP; voting rights on 4,757 RS (vest 12/31/2025), 9,563 RS (vest 1/1/2027), 2,759 RS (vest 1/1/2028) . |
| Options Outstanding | 19,474 exercisable @ $51.39 exp. 12/31/2025; 21,505 unexercised @ $42.74 exp. 12/31/2026; 17,937 unexercised @ $49.25 exp. 1/1/2030 . |
| Stock Awards Unvested | 10,490 RS (market value $732,936) as of 12/31/2024 . |
| Vesting/Hold Requirements | All RS/PSU shares must be held for two years post vest; options require two-year hold post exercise . |
| Ownership Guidelines | Minimum 2× base salary in Company stock within five years from January 2021 (applies to CEO/Bank) . |
| Hedging/Pledging | Prohibited for Directors and Executive Officers (no hedges, pledges, margin accounts) . |
| 2024 Exercises/Vests | 107,252 options exercised ($2,319,504 value realized); 6,506 shares vested ($454,574) . |
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreement (4/24/2020) | Initial term through 12/31/2021 with auto-renewals; starting base $650,000; guaranteed $325,000 bonus (paid 3/12/2021 if employed), $75,000 relocation; target bonus $500,000 from 2021 onward; LTIP structure with RSUs ($200k FV), PSUs ($200k FV), NQSOs ($200k FV) annually (three-year cliff vest); make-whole NQSOs ($425k FV) fully vest 12/31/2023; two-year post-vest/exercise hold periods . |
| Severance (pre-CEO amendment) | If terminated without cause or resignation for good reason by 4/1/2022 (including not appointed CEO by 12/31/2021): one year base + $500,000 bonus, immediate vesting of 2021 RSUs/PSUs and 2020 make-whole options; 12 months welfare benefits; subject to release and certain clawbacks; mitigation if re-employed in banking . |
| Change-in-Control (current) | For NEOs, double-trigger severance = 2× base salary + average bonus over prior 3 years; option/SU vesting accelerated; two years welfare benefits; 280G cutback if optimal; CIOO has 12 months benefits . |
| CEO/Bank Amendment (1/24/2024) | If he retires on/after 5/31/2030 while in good standing (≈10 years of service), all equity awards and Company matching under Deferred Plan fully vest; reiterates at-will employment . |
| Non-compete/Non-solicit | Two-year non-compete in states with Bank presence; two-year non-solicit of customers/vendors and employees; confidentiality and non-disparagement; equitable injunctive relief available . |
| Clawback | Incentive compensation subject to Clawback Policy for restatements and broader clawback rights under plan agreements . |
Board Governance
- Board service: Director of Republic Bancorp, Inc. and the Bank since 2021; serves on the Company’s Risk Committee; not identified as independent given executive role .
- Committee membership: Risk Committee (oversight of ERM, compliance, cybersecurity, IT/security risk) .
- Dual-role implications: Executive Chair/CEO of holding company is Steven E. Trager; Pichel is CEO of the Bank and a Director, with Lead Independent Director (Mark A. Vogt) facilitating independent sessions at least twice per year to mitigate combined Chair/CEO governance concerns; Company is a “controlled company” but did not elect the independence exemption for 2025 .
- Director compensation: Executives (including Pichel) receive no additional compensation for board service .
Director Compensation (for reference to governance context)
| Item | 2024 Non-Employee Director Program |
|---|---|
| Annual Stock Retainer | ~460 vested shares (valued ~$25,000 at grant) . |
| Cash Fees | $4,000 per Board meeting; $1,000 per committee meeting; committee chair retainer $10,000 . |
| Deferral Plan | Non-Employee Director & Key Employee Deferred Compensation Plan (stock equivalent deferrals; no Company match for directors) . |
Compensation & Incentives: Additional Detail
| Table | Key Figures |
|---|---|
| Summary Compensation (2024) | Salary $675,240; Stock awards $495,978; Option awards $172,959; Non-equity incentive $500,000; All other comp $22,849; Total $1,867,026 . |
| Grants of Plan-Based Awards (2024) | NQSOs 17,937 @ $49.25 ($172,959 FV); RSAs 1,903 ($93,723 FV) and 3,830 ($188,628 FV); PSUs target 3,830 ($188,628 FV) . |
| Outstanding Equity (12/31/2024) | Options: 19,474 exercisable (51.39, exp. 12/31/2025); 21,505 unexercisable (42.74, exp. 12/31/2026); 17,937 unexercisable (49.25, exp. 1/1/2030). Stock awards not vested: 10,490 shares ($732,936) . |
Related Policies, Risk Indicators, and Alignment
- Anti-hedging/pledging: Strict prohibition for NEOs and Directors (hedges, pledges, margin accounts) .
- Ownership Guidelines: 2× base salary in stock within five years from January 2021; two-year hold on RS/PSU shares and option exercises .
- Clawback: Complies with SEC/NASDAQ rules (3-year lookback for restatements) .
- Tax gross-ups: Company does not provide 280G/4999 excise tax gross-ups; may reduce payments to optimize after-tax value .
- Say-on-pay: 2023 approval over 99% (including abstentions), indicating broad shareholder support .
Compensation Peer Group (used for benchmarking)
Metropolitan Commercial Bank (MCB); Green Dot (GDOT); Pathward Financial (CASH); The Bancorp (TBBK); Lakeland Financial (LKFN); Community Trust Bancorp (CTBI); 1st Source (SRCE); Park National (PRK); FB Financial (FBK); Stock Yards Bancorp (SYBT); Premier Financial (PFC); German American Bancorp (GABC); First Savings Financial Group (FSFG); City Holding (CHCO); Seacoast Banking (SBCF). Additions in 2024: The Bancorp, Seacoast Banking .
Equity Ownership Table (as of 2/14/2025)
| Metric | Value |
|---|---|
| Shares Outstanding (Class A) | 17,333,993 . |
| Shares Outstanding (Class B) | 2,150,090 (10 votes/share) . |
| Pichel Beneficial Ownership | 52,856 shares; <1% . |
| Note on RS Voting Rights | Voting rights exist for RS scheduled to vest 12/31/2025, 1/1/2027, 1/1/2028; additional RS from PSUs settled early 2025 subject to forfeiture until vest . |
Board Service Matrix
| Attribute | Status |
|---|---|
| Director Since | 2021 (Company and Bank) . |
| Committees | Risk Committee (member) . |
| Independence | Non-independent (executive) . |
| Lead Independent Director | Mark A. Vogt; independent sessions ≥2× per year . |
| Controlled Company Status | Controlled; majority independence not elected for 2025 . |
Employment & Contracts Summary
| Item | Details |
|---|---|
| Contract Term | Auto-renewal one-year terms after 12/31/2021 unless 60-day notice; at-will employment reiterated . |
| Non-compete/Non-solicit | Two years; customer/vendor and employee non-solicit; confidentiality; non-disparagement . |
| Severance (Change-in-Control current) | 2× base + average bonus (3 years); benefits continuation; accelerated vesting; 280G optimization . |
| Retirement Vesting (CEO/Bank) | Full vest of equity and Deferred Plan match upon retirement on/after 5/31/2030 . |
Investment Implications
- Alignment: Strong pay-for-performance link via GOP and peer-relative ROAA/efficiency PSUs, two-year holding requirements on equity, ownership guideline (2× salary) and anti-hedging/pledging policy support long-term alignment .
- Retention/Overhang: Significant unvested RS and NQSOs with staggered 2025–2030 vesting and hold requirements reduce near-term selling pressure, though 2025 RS vest and sizable 2024 option exercises (value realized $2.32M) warrant monitoring for liquidity events around vest/exercise windows .
- Change-in-control economics: Double-trigger severance of 2× salary + average bonus and full acceleration could create event-driven trading signals; 280G optimization reduces gross-up risk for shareholders .
- Governance/dual-role: Executive is a Director but not the combined Chair/CEO of the holding company; Lead Independent Director structure and independent sessions mitigate independence concerns; Company is controlled (Trager family), which can shape board composition and succession dynamics .
- Shareholder sentiment: Prior say-on-pay support (>99% in 2023) indicates limited near-term compensation controversy risk .
Notes: Some vesting details reflect both grant narratives and outstanding award footnotes (e.g., 2024 RS vesting dates), which the Company reports across sections; monitoring subsequent filings is prudent for any administrative clarifications .