Vidya Ravichandran
About Vidya Ravichandran
Independent director of Republic Bancorp, Inc. (RBCAA) since 2023; age 52. CEO and founder of GlowTouch, a global BPO for customer care and technology services (since 2002). Education: M.S., Virginia Tech; B.S., University of Agricultural Sciences, Bangalore. Recognitions include CCWomen Hall of Fame; Louisville’s Most Admired CEOs (Business First) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlowTouch, LLC | Founder & CEO | 2002–present | Scaled to 3,000+ employees across U.S., India, Philippines, Dominican Republic |
| StemWizard | Founder | 2013–present | Cloud platform for STEM competitions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kentucky Council for Postsecondary Education | Board Member | Not disclosed | State higher-ed governance body |
| Young Presidents’ Organization (YPO) | Member | Not disclosed | Global leadership network |
| C200 | Member | Not disclosed | Women business leaders organization |
Board Governance
- Independence: Board determined Ravichandran is an independent director under NASDAQ Rule 5605(a)(2) .
- Committee assignments (Company): Compensation Committee member; Risk Committee member; not a chair .
- Board structure: Lead Independent Director is Mark A. Vogt; independent directors meet privately at least twice per year .
- Attendance: Board held 6 meetings in 2024; each incumbent director except A. Scott Trager attended at least 75% of Board meetings (Ravichandran met the ≥75% threshold) .
- Committee activity (2024): Audit (8 meetings), Compensation (4), Risk (6), Nominating (1) .
- Controlled company status: RBCAA qualifies as a “controlled company” but did not elect the independence exemption for 2025 .
Fixed Compensation
Director compensation structure (2024):
- Annual equity retainer: 460 vested Class A shares (grant-date fair value ~$25,000) .
- Meeting fees: $4,000 per Board meeting; $1,000 per committee meeting; committee chair retainers $10,000 (not applicable to Ravichandran) .
- Deferral option: Directors can defer cash/equity into the Non-Employee Director and Key Employee Deferred Compensation Plan (invested in RBCAA stock) .
Ravichandran’s 2024 reported compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $26,000 |
| Stock Awards (460 shares) | $24,950 |
| Total | $50,950 |
Notes: 2025 director pay program reviewed by an independent compensation consultant; Board approved changes effective Jan 1, 2025 (specific amounts not disclosed in proxy) .
Performance Compensation
- Non-employee directors do not receive performance-based pay (no bonus/PSUs/options for directors disclosed in 2024 Director Compensation section) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ravichandran in RBCAA proxy |
| Committee roles at other public companies | None disclosed |
| Potential interlocks with RBCAA competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Technology/operations entrepreneur; scaled global outsourced customer care and tech services. Founder of a STEM competition software platform (StemWizard). External governance/leadership roles (KY CPE Board, YPO, C200). Education in science and engineering; recognized for executive leadership .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 888 shares (<1% of outstanding) |
| Unvested/Deferred | 906 shares issuable beyond 60 days under the Non-Employee Director and Key Employee Deferred Compensation Plan vesting schedule |
| Pledged/Hedged shares | No pledging disclosed; company policy prohibits hedging by directors |
Governance Assessment
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Strengths/Positive signals:
- Independent director with technology and customer operations expertise; serves on Risk and Compensation—both material to bank oversight in areas like cybersecurity, fintech partnerships, incentive risk .
- Board maintains anti-hedging policy for directors; maintains stock ownership guidelines for directors, aligning interests with shareholders .
- Board uses independent consultant for director pay review (2025 update), indicating attention to governance best practices .
- Board has a Lead Independent Director; independent sessions at least twice per year; committees populated by independent directors per NASDAQ/SEC standards .
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Watch items/Contextual risks (Board-level, not specific to Ravichandran):
- Controlled company dynamics with Trager family having ~73% combined voting power via Class B and other holdings among executives/directors; Company hasn’t taken the controlled-company exemption, but concentration of control can affect perceived independence .
- Significant related-party leasing to entities affiliated with the Trager family (aggregate ~$4.67M rent in 2024), approved by Audit Committee as arm’s length; not tied to Ravichandran but relevant to overall governance risk assessment .
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Attendance/Engagement:
- Met ≥75% attendance threshold in 2024; participates on two active committees (Compensation met 4x; Risk met 6x), signaling engagement .
-
Conflicts/Related-party:
- No related-party transactions disclosed involving Ravichandran or GlowTouch; proxy states no additional director relationships beyond those disclosed .
-
Say-on-pay context:
- 2023 say-on-pay support >99% (for NEOs), indicating broad shareholder support for RBCAA’s compensation governance at that time .
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Overall view for investors:
- Ravichandran brings relevant technology/outsourcing operational expertise to Risk and Compensation oversight with independent status and equity alignment. Main governance overhangs are board-level and relate to controlled-company ownership and related-party leases; no specific red flags tied to her disclosures .
RED FLAGS: None identified specific to Ravichandran (no related-party ties, no attendance shortfall, no hedging/pledging disclosed). Board-level related-party leasing and controlled ownership remain macro-governance considerations for RBCAA, but not tied to her .