Margaret S. Wendler
About Margaret S. Wendler
EVP and Chief Human Resources Officer at Republic Bank & Trust Company (subsidiary of Republic Bancorp, Inc.). Age 70; joined the Company in 1996; served in human resources since 2005; named CHRO in 2019 and EVP in 2021 . While not a Named Executive Officer (NEO), the Company’s executive pay is primarily tied to Gross Operating Profit (GOP) and supported by an anti-hedging policy and a clawback regime covering Executive Officers . Company performance during 2024 included net income of $101.4mm, GOP of $127.7mm, and cumulative TSR equivalent to $173.98 on a $100 initial investment (vs $132.60 for the KBW Nasdaq Bank Index peer group) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bancorp, Inc. / Republic Bank & Trust Company | EVP, Chief Human Resources Officer | 2019–present (EVP since 2021) | Executive leadership of HR for talent, culture, and governance |
| Republic Bancorp, Inc. / Republic Bank & Trust Company | Human Resources leadership | Since 2005 | Built and led HR function across the Bank |
| Republic Bancorp, Inc. / Republic Bank & Trust Company | Training roles | Pre-2005 | Associate training and development foundation for HR work |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or public roles disclosed in proxy filings |
Fixed Compensation
- Republic discloses detailed cash compensation only for NEOs (Chair/CEO, CEO/Bank, CFO, Pres/RPG, CIOO). Compensation details for Margaret S. Wendler are not reported; she is not a NEO .
Performance Compensation
- Company program structure: NEO incentives primarily tied to Company GOP, with equity incentives (options, restricted stock, PSUs) granted to select executives; PSUs use ROAA and efficiency ratio quartile targets vs peers with required post-vesting holding periods . Wendler is not listed among PSU/option grantees in 2024–2025 tables; no individual equity award data disclosed for her .
Example 2024 PSU framework (Company-level):
| Metric | Target | Actual | Payout | Vesting/Holding |
|---|---|---|---|---|
| ROAA (peer quartile) | ≥1.47% with peer ranking baseline, payouts scale by quartile | 1st quartile | 150% payout for ROAA tranche (for NEOs) | Shares required to be held two years post vest (e.g., after Jan 1, 2027) |
| Efficiency ratio (peer quartile) | ≤54.50% with peer ranking baseline, payouts scale by quartile | 3rd quartile | 50% payout for efficiency tranche (for NEOs) | Shares required to be held two years post vest |
Equity Ownership & Alignment
- Beneficial ownership for Wendler is not individually reported; executives and directors as a group owned ~56.4% of combined Class A and B shares/voting power as of Feb 14, 2025 (group figure includes “other Executive Officers”) .
- Anti‑hedging: Company prohibits hedging transactions for all employees, including Executive Officers; NEOs and Directors are further restricted from derivative/speculative transactions such as hedges, pledges, and margin accounts .
- Stock ownership guidelines apply specifically to CEO/Bank, CFO, Pres/RPG, and CIOO; no guideline disclosure for CHRO/Wendler .
- Clawback: Company will recover incentive-based compensation from current/former Executive Officers upon certain accounting restatements per SEC/Nasdaq rules .
Employment Terms
- Change-in-control severance agreements are disclosed for NEOs, including multiples, accelerated vesting, and restrictive covenants; there is no disclosure indicating Wendler has a CIC agreement .
- Company discloses “what we do not do” includes offering employment agreements to NEOs; no employment agreement terms are disclosed for Wendler .
Company Performance Context (for alignment reference)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100) | $80.82 | $117.82 | $98.86 | $133.55 | $173.98 |
| Peer Group TSR (Value of $100) | $90.69 | $126.45 | $100.39 | $96.65 | $132.60 |
| Net Income ($000s) | $83,246 | $87,611 | $91,106 | $90,374 | $101,371 |
| Gross Operating Profit ($000s, pre-tax) | $102,633 | $111,442 | $116,845 | $113,213 | $127,703 |
Say-on-Pay & Governance Signals
- Most recent disclosed say‑on‑pay approval (April 20, 2023): >99% support, reinforcing shareholder acceptance of the executive pay framework .
- Lead Independent Director and committee oversight structure described; Compensation Committee administers clawback and sets executive goals .
Investment Implications
- Limited direct trading signals: Wendler is not a NEO and has no individually disclosed equity grants or ownership, reducing visibility on potential insider selling pressure or vest‑driven events for her specifically .
- Alignment and risk controls: Anti‑hedging policy for all Executive Officers and clawback coverage support governance quality and reduce misalignment risks; absence of pledging by NEOs/Directors lowers collateral risk at the top tier .
- Retention assessment: No disclosed CIC/employment agreement for Wendler; age 70 with long tenure (joined 1996) suggests succession planning relevance, but specific severance/change‑of‑control economics for her are not provided in filings .