W. Kennett Oyler, III
About W. Kennett Oyler, III
W. Kennett Oyler, III (age 66) is an independent director of Republic Bancorp, Inc. since 2020 and a director of Republic Bank & Trust Company since 2008; he is CEO of OPM Services, Inc., a financial-services and investment firm he founded in 1992 . He previously served as President & CEO of Greater Louisville Inc. (2014–2020) and has held senior finance and operating roles at High Speed Access Corp. and Henry Vogt Machine Co.; he holds an MBA and a BS in Commerce/Marketing from the University of Louisville .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OPM Services, Inc. | Founder & CEO | 1992–present | Leads financial services and investment activities |
| Greater Louisville Inc. (Metro Chamber) | President & CEO | 2014–2020 | Regional economic development leadership |
| High Speed Access Corp. | President, CEO, CSO; co-founder | 1997–2000s; IPO in 1999 | Took broadband provider public, scaling growth |
| Henry Vogt Machine Co. | Treasurer; VP Finance; CFO | Prior role | Senior financial leadership in manufacturing |
| Citizens Fidelity (now PNC) Bank | Cash Management Officer | Prior role | Treasury/cash management experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Alliance Cost Containment, LLC | Director | Current | Private company board role |
| Thornton Capital | Director | Current | Private company board role |
| University of Louisville College of Business | Executive in Residence | Current | Academic/business mentorship role |
| Various civic/non-profit orgs (Leadership Louisville, Metro YMCA, Metro United Way, etc.) | Board/Chair roles | Past/Current | 16 chair roles across dozens of organizations |
Board Governance
- Committee assignments: Risk Committee member (not Chair) .
- Independence: Board determined Mr. Oyler is an “independent director” under NASDAQ Rule 5605(a)(2) .
- Attendance: The Board held six meetings in 2024; each incumbent Director except A. Scott Trager attended at least 75%—implying Mr. Oyler met the attendance threshold .
- Controlled company context: RBCAA is a “controlled company” but did not elect the independence exemption for 2025; Trager family members recommended all director nominees—an entrenchment risk the Board discloses .
- Risk oversight: The Risk Committee oversees enterprise risk, including IT/cybersecurity, compliance/CRA, and regulatory/legal matters—scope relevant to Mr. Oyler’s committee role .
Fixed Compensation
2024 non-employee director compensation (company-level structure and individual):
| Component | Details | Amount |
|---|---|---|
| Annual stock retainer | 460 vested Class A shares awarded May 15, 2024; grant-date fair value approx. $25,000 | $24,950 |
| Board meeting fees | $4,000 per Board meeting (reduced to $2,000 for certain virtual attendance after four in-person); committee meetings $1,000 each; Committee Chair retainer $10,000 (if applicable) | — |
| Mr. Oyler – Fees earned/paid in cash (2024) | Cash portion of director fees paid | $30,000 |
| Mr. Oyler – Stock awards (2024) | Aggregate grant-date fair value (FASB ASC 718) | $24,950 |
| Mr. Oyler – Total (2024) | Sum of cash and stock for 2024 | $54,950 |
| Deferral election | Mr. Oyler was paid $30,000 in cash; the balance of his stock awards/fees was deferred into the Non-Employee Director & Key Employee Deferred Compensation Plan; no company match for directors; dividends converted to stock equivalents | — |
Performance Compensation
Non-employee directors do not receive performance-based pay. In 2024, Mr. Oyler had no option awards and no non-equity incentive plan compensation:
| Performance-linked element | 2024 Amount |
|---|---|
| Option awards | $0 (— in proxy table) |
| Non-equity incentive plan compensation | $0 (— in proxy table) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Oyler in RBCAA’s 2025 proxy . |
| Private company boards | Alliance Cost Containment, LLC (Director); Thornton Capital (Director) . |
| Potential interlocks/conflicts | Proxy discloses significant related-party leasing with entities controlled by Trager family affiliates (not involving Mr. Oyler), subject to Audit Committee review/approval as arm’s-length; Board notes no additional relationships beyond those described . |
Expertise & Qualifications
- Education: MBA; BS in Commerce/Marketing—University of Louisville .
- Entrepreneur/operator: Founded/co-founded 20 businesses across financial services, real estate, internet access, manufacturing, rail, equipment leasing, and consumer research; led High Speed Access Corp. IPO in 1999 .
- Recognitions: Kentucky Entrepreneur Hall of Fame (2016); EY Entrepreneur of the Year (2000); Cashflow Magazine Treasurer of the Year (1985) .
- Board skills: Serves on Risk Committee; profile emphasizes entrepreneurial and leadership background and extensive civic governance experience .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (Class A) | 1,116 shares; less than 1% of Class A, Class B, and combined |
| Deferred equity (not within 60 days) | 2,084 shares issuable beyond 60 days under the Non-Employee Director & Key Employee Deferred Compensation Plan (deferred stock equivalents) |
| Hedging policy | Directors and employees are prohibited from engaging in hedging transactions in RBCAA shares |
Governance Assessment
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Positive indicators:
- Independent director serving on the Risk Committee, which covers ERM, IT/cybersecurity, compliance, and regulatory risks—areas under heightened investor scrutiny .
- 2024 attendance met the ≥75% threshold; Board held six meetings, supporting reasonable engagement .
- Compensation structure mixes cash and vested stock; Mr. Oyler deferred a portion into stock equivalents, modestly improving alignment despite relatively small absolute ownership .
- Anti-hedging policy applies to directors, reinforcing alignment with shareholders .
-
Watch items / RED FLAGS:
- Controlled company dynamics and nominating influence: The company is a controlled company (though not using the exemption in 2025) and Trager family members recommended all director nominees—potential independence/perceived entrenchment risk .
- Related-party transactions: Material affiliate leasing with entities controlled by Trager family affiliates ($4.67M in 2024), although reviewed and approved as comparable by the Audit Committee; ongoing monitoring remains prudent .
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Overall: Mr. Oyler brings entrepreneurial and operating breadth and serves on the Risk Committee, but broader Board control/related-party environment presents governance risk factors investors should weigh alongside his independence and engagement .