Timothy S. Huval
About Timothy S. Huval
Timothy S. Huval, age 58, has served as an independent director of Republic Bancorp, Inc. (RBCAA) and Republic Bank & Trust Company since 2022. He is Chief Administrative Officer and Chief Human Resources Officer at Humana, Inc., with prior senior leadership roles at Bank of America and Gateway Computers; he holds an MPA from Brigham Young University and a BA in Marketing from Weber State University . He is assigned to the Audit and Compensation Committees and meets NASDAQ’s financial knowledge and sophistication requirements for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humana, Inc. | Chief Administrative Officer; Chief Human Resources Officer | 2013–present (CAO 2019–present) | Human capital leadership, enterprise administration |
| Bank of America | Multiple senior roles (HR Executive – Global Treasury/Technology; Sr. HR Exec – Global Wealth & Investment Mgmt; CIO – Global Wealth; Head of Operations – Credit Card; Head of Operations – Mortgage; SVP – Consumer Service & Operations) | 2002–2013 | Technology/operations oversight; HR governance |
| Gateway Computers | Training & Development Manager – Global Operations; Sr. Manager, HR; General Manager – Factory & Call Center; Director, HR – Global Operations & Consumer | 1997–2002 | Operations leadership, talent development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MyCareGorithm, LLC | Advisory Board Member | Current | Private company advisory role |
| Seacoast Banking Corporation (NASDAQ: SBCF) | Director | 2016–2019 | Former public company directorship |
Board Governance
- Independence: The Board determined Huval is an independent director under NASDAQ Rule 5605(a)(2) .
- Committees: Audit (member), Compensation (member). Audit Committee had 8 meetings in 2024; Compensation Committee had 4 meetings .
- Attendance: The Board met 6 times in 2024; each incumbent Director except A. Scott Trager attended at least 75% of Board meetings, indicating Huval met the minimum attendance threshold .
- Lead Independent Director: Mark A. Vogt serves as Lead Independent Director, with independent director executive sessions at least twice per year .
- Controlled company: RBCAA is a “controlled company” but did not claim the NASDAQ controlled-company independence exemption for the 2025 election cycle .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $34,000 | Director fees; portion not deferred |
| Stock awards (2024) | $24,950 | 460 vested Class A shares granted May 15, 2024; aggregate grant-date fair value |
| Total (2024) | $58,950 | Sum of cash and stock awards |
| Program structure (general) | Board: $4,000 per meeting; Committee: $1,000 per meeting; Chair retainer: $10,000; Annual stock retainer ≈ $25,000 (460 shares for 2024) | Applies to non-employee directors; directors may defer awards/fees into the Non-Employee Director and Key Employee Deferred Compensation Plan (no company match for directors) |
- 2025 director compensation program changes were informed by an independent consultant; the Compensation Committee determined no conflict of interest in the consultancy .
Performance Compensation
- No options or performance-linked director compensation disclosed for Huval in 2024; director awards comprised cash fees and annual stock grants, with an option to defer into the plan (no director matching) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Humana, Inc. | Employer (CAO/CHRO) | No related-party transactions disclosed between RBCAA and Humana |
| Seacoast Banking Corporation (SBCF) | Former public board | Historical role only; no current interlock |
- Related-party environment: Significant leasing arrangements with Trager-affiliated entities ($4,670,634 in 2024; 183,198 sq. ft.; $388,609/month; expirations 2028–2034), approved by the Audit Committee as arm’s-length; not related to Huval .
Expertise & Qualifications
- Human capital management, operations, and technology leadership across large financial and healthcare organizations; meets NASDAQ financial knowledge requirement for Audit .
- Education: MPA (BYU), BA Marketing (Weber State), Associate’s Degree; Honorary Doctor of Humane Letters (Salt Lake Community College) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Feb 14, 2025) | 0 shares; “*” less than 1% | Listed as “—”; represents <1% |
| Unvested/deferred shares beyond 60 days | 1,735 shares | Under Non-Employee Director and Key Employee Deferred Compensation Plan |
| Hedging/pledging policy | Hedging, pledging, and margin accounts prohibited for Directors and NEOs | Policy statement under “What we do not do” |
- Section 16 compliance: Late filings were disclosed for other directors (Howell, Trager-Kusman, Sanchez); none cited for Huval in 2024 .
Governance Assessment
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Strengths:
- Independent director with dual committee service (Audit and Compensation), appropriate financial sophistication for Audit .
- Attendance threshold met; presence on core oversight committees suggests engagement .
- Anti-hedging/pledging policy supports shareholder alignment; option to defer equity indicates long-term orientation, albeit no director match .
- Controlled company chose not to rely on independence exemption for 2025, maintaining majority-independent board .
-
Watch items / RED FLAGS:
- Zero beneficial ownership as of the record date; while 460 vested shares were granted in 2024 and 1,735 deferred shares will vest beyond 60 days, current “skin-in-the-game” appears limited relative to insider control concentration (execs/directors hold ~73% of combined voting power) .
- Broader related-party leasing to Trager-affiliated entities is material; while Audit Committee-approved as arm’s-length, it represents ongoing governance risk context (not tied to Huval) .
-
Investor implications:
- Huval’s HR/operations background can enhance oversight of talent, compensation, and operational risk.
- Ownership alignment could improve as deferred shares vest; continued monitoring of director equity accumulation is warranted .
- The controlled-company structure and family-related transactions place a premium on independent committee rigor; Huval’s role on Audit and Compensation is central to investor confidence .