Mark A. Vogt
About Mark A. Vogt
Mark A. Vogt, age 56, is an independent director of Republic Bancorp, Inc. (RBCAA) since 2016, and served on the Bank board from 2012–2016 and again since 2020. He is the CEO of Galen College of Nursing (since 2004), a Certified Public Accountant, and previously served as RBCAA’s Senior Vice President and Chief Financial Officer (1995–2000) and at Deloitte (1990–1995). He is the Board’s Lead Independent Director, and qualifies as an “audit committee financial expert” under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Bancorp, Inc. | Senior Vice President & Chief Financial Officer | 1995–2000 | Led accounting, finance, treasury; involved in IPO and business unit transactions |
| Deloitte | Accounting/Consulting (financial services clients) | 1990–1995 | Public accounting and advisory experience |
| Private equity investment group (education sector) | Chief Operating Officer | Prior to 2004 | Sector-specialist operating role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Galen College of Nursing | Chief Executive Officer | 2004–present | Grew campuses from 3 to 17; one of largest U.S. nurse educators |
Board Governance
- Lead Independent Director, providing governance leadership complementary and independent of the Chair/CEO; independent directors meet privately at least twice per year and may retain outside advisers at Company expense.
- Committee assignments and chairs:
- Audit Committee Chair; designated audit committee financial expert (also Yoania Cannon). 8 meetings in 2024.
- Nominating Committee Chair. 1 meeting in 2024.
- Compensation Committee member. 4 meetings in 2024.
- Independence: Board determined Vogt an “independent director” under NASDAQ Rule 5605(a)(2). RBCAA is a “controlled company” but did not elect the exemption for majority independence in 2025.
- Attendance: Board held six meetings in 2024; each incumbent director except A. Scott Trager attended at least 75% of their Board meetings; nine of fifteen directors/nominees attended the 2024 annual meeting.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair; Member | 8 | Oversees external auditor, internal audit, controls, and financial reporting |
| Compensation | Member | 4 | Approves NEO compensation, succession, clawbacks, director pay recommendations |
| Nominating | Chair | 1 | Director independence, succession, committee composition |
Fixed Compensation
- 2024 Director compensation: Annual stock retainer (460 shares), meeting fees (Board: $4,000 in-person; $2,000 for later virtual after four meetings; committees: $1,000), and $10,000 chair fee per chaired committee.
- Vogt deferred his fees/stock into the Non-Employee Director and Key Employee Deferred Compensation Plan (invested in Class A common stock).
| Component | Amount | Details |
|---|---|---|
| Fees earned or paid in cash (2024) | $47,000 | Includes Board/committee and two chair retainers |
| Stock awards (2024) | $24,950 | 460 vested Class A shares at 5/15/2024 closing price |
| Total (2024) | $71,950 | Deferred into director plan (no Company match for directors) |
Performance Compensation
No performance-based director compensation is disclosed; director pay is cash retainers and annual stock grants. RBCAA’s executive PSU metrics (context for pay-for-performance governance) emphasize profitability and efficiency against peers:
| Metric | Thresholds | Payout Calibration | Result (2024 PSU) |
|---|---|---|---|
| ROAA | ≥ 1.47% | 3rd/2nd/1st quartile peer ranking → 50%/100%/150% | Achieved 1st quartile; target count paid per design (e.g., CEO/Bank 3,830 PSUs) |
| Efficiency Ratio | ≤ 52.68% | 3rd/2nd/1st quartile peer ranking → 50%/100%/150% | Achieved 3rd quartile; complementary payout per design |
Other Directorships & Interlocks
- No other public company directorships disclosed for Vogt.
- Nominating process: Trager family members recommended all 2025 director nominees (structural controlled-company dynamic).
Expertise & Qualifications
- CPA; Audit Committee Financial Expert under Item 407(d)(5)(ii) of Regulation S-K.
- Background: CFO experience, public accounting, and leadership in higher education administration.
Equity Ownership
| Holder | Shares (Class A + B Combined) | % Ownership | Notes |
|---|---|---|---|
| Mark A. Vogt | 17,391 | Less than 1% (asterisk) | Includes 3,000 jointly with spouse and 10,000 in a Delaware Trust; excludes 11,986 shares issuable beyond 60 days under director deferred plan |
Policy alignment:
- Director/NEO stock ownership requirements in place.
- Anti-hedging: Directors and employees prohibited from hedging transactions; pledging and margin accounts disallowed.
Compliance:
- Delinquent Section 16(a) reports in 2024 listed for Howell, Andrew Trager-Kusman, and Sanchez; none noted for Vogt.
Governance Assessment
- Strengths:
- Lead Independent Director with authority and regular executive sessions enhances board independence and oversight.
- Deep audit and finance expertise; chairs Audit and Nominating; designated audit financial expert.
- Director equity retainer and deferred stock plan support alignment; anti-hedging/pledging policy reduces misalignment risk.
- Controlled company but elected not to use independence exemption; majority independent board.
- Cautions/RED FLAGS:
- Controlled-company dynamics: Trager family recommended all nominees, which can constrain independence in nominations (mitigated by independent LID and committee structures).
- Significant related-party leasing with Trager-affiliated entities ($4.67 million in 2024), though Audit Committee approved as comparable to third-party terms; continuing oversight remains critical.
- One director’s attendance below 75% (A. Scott Trager), highlighting the need for continued monitoring of board engagement; no specific issue noted for Vogt.
Overall read-through: Vogt’s profile (CPA, former CFO, experienced operator) and roles (LID, Audit/Nominating chair) are positive signals for board effectiveness and investor confidence, particularly around financial reporting, independence processes, and oversight of related-party exposures.