W. Patrick Mulloy, II
About W. Patrick Mulloy, II
Independent director of Republic Bancorp, Inc. since 2020 and director of Republic Bank & Trust Company since 2012; age 71. He is Interim CEO of Louisville Economic Development Alliance, former CEO/Director of Sharps Compliance (NASDAQ: SMED), and long-time senior living executive; education includes a JD and BA from Vanderbilt University (summa cum laude). He serves on the Company’s Audit Committee and the Bank’s Loan Committee and is designated as an independent director under NASDAQ Rule 5605(a)(2) . In 2024, each incumbent director except one attended at least 75% of Board meetings; the Board met six times (Mulloy is included among incumbents meeting the ≥75% threshold) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisville Economic Development Alliance, Inc. | Interim Chief Executive Officer | Current (as of proxy date) | Regional economic development leadership |
| Sharps Compliance Corp. (NASDAQ: SMED) | Director; CEO | Director: 2021–Sep 2022; CEO: Apr–Sep 2022 | Led transition; public company board exposure |
| Wyatt, Tarrant & Combs, LLP | Of Counsel | 2018–2022 | Legal advisory |
| Elmcroft Senior Living | Chairman & CEO | 2006–2018 | Grew national senior housing provider |
| LifeTrust America, Inc.; Atria, Inc. | President & CEO | Prior to 2006 | Senior housing operations leadership |
| Greenebaum, Doll & McDonald PLLC | Attorney | 1994–1996 | Corporate law |
| Commonwealth of Kentucky | Secretary of Finance | 1992–1994 | State fiscal oversight |
| Private law practice (Louisville) | Attorney | 1978–1992 | Litigation/transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Assembly Healthcare | Investor and Director | Current | Ancillary services to healthcare providers |
| Savoy Life, LLC | Advisory Board Member | Current | Consumer/health venture advisor |
| Apploi, Inc. | Advisory Board Member | Current | HR tech in healthcare |
| Vanderbilt University School of Law | Board of Advisors | Current | Legal education governance |
| University of Louisville Health, Inc. | Board Chair | Current | Health system governance |
Board Governance
- Independence: Identified as an independent director under NASDAQ Rule 5605(a)(2); the Company is a “controlled company” but did not elect the independence exemption in 2025 .
- Committees: Company Audit Committee member; Bank Loan Committee member .
- Attendance: Board met six times; all incumbents except one attended ≥75% of board meetings in 2024; Audit Committee met eight times in 2024 (Mulloy is a member) .
- Lead Independent Director: Mark A. Vogt; independent directors meet privately at least twice per year .
- Election/Shareholder support (confidence signal):
| Item | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of W. Patrick Mulloy, II (Apr 24, 2025) | 31,969,337 | 2,219,128 | 1,464,874 |
| Say‑on‑Pay (companywide, Apr 24, 2025) | 34,032,662 | 78,600 | 1,464,874 |
Fixed Compensation
- Non-employee director pay structure (2024): $4,000 per Board meeting; $1,000 per committee meeting; annual stock retainer (~$25,000) in vested Class A shares; $10,000 annual chair retainer per committee chaired (not applicable to Mulloy) .
- 2024 awards: At the May 15, 2024 meeting, each director received 460 vested Class A shares for the annual stock retainer .
| Component (2024) | Amount/Detail |
|---|---|
| Fees earned or paid in cash ($) | $45,000 |
| Stock awards ($) | $24,950 (460 vested Class A shares) |
| Options ($) | — (none) |
| Total ($) | $69,950 |
- Deferred compensation election: Directors may defer fees/stock into the Non‑Employee Director and Key Employee Deferred Compensation Plan (invested in Class A stock; no company match for directors) .
Performance Compensation
- No performance-linked metrics disclosed for non-employee director compensation; director pay comprises meeting fees and annual stock grant (no director-specific bonus metrics or PSUs/options in the retainer program) .
| Metric | Target | Actual | Applies to Director Pay? |
|---|---|---|---|
| Performance-linked bonus metrics | — | — | No |
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates |
|---|---|---|---|
| Sharps Compliance Corp. (NASDAQ: SMED) | Public | Director; CEO | Director: Feb 1, 2021–Sep 2022; CEO: Apr–Sep 2022 |
| University of Louisville Health, Inc. | Private/Non-profit | Board Chair | Current |
| Assembly Healthcare | Private | Director | Current |
| Apploi, Inc. | Private | Advisory Board | Current |
No specific related-party transactions disclosed for Mulloy; broader Company related-party leasing arrangements involve Trager family affiliates (board-level governance risk) .
Expertise & Qualifications
- Education: Vanderbilt University School of Law (JD); Vanderbilt University (BA, interdisciplinary History/Economics/Philosophy, summa cum laude) .
- Audit/financial sophistication: Meets NASDAQ’s audit committee financial knowledge/sophistication requirements (Audit Committee member) .
- Skills Matrix: Marked for M&A experience in Board skills matrix .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Beneficial ownership (Class A & B combined) | 16,636 | “*” less than 1% of outstanding; includes 15,510 jointly with spouse |
| Jointly held with spouse | 15,510 | Voting/investment power shared |
| Unvested/deferred stock units (issuable >60 days) | 9,775 | Under the Non‑Employee Director & Key Employee Deferred Compensation Plan |
| Shares outstanding (record date) | Class A: 17,333,993; Class B: 2,150,090 | Voting rights: Class A (1 vote/share), Class B (10 votes/share) |
Anti‑hedging: Directors, officers, and employees are prohibited from hedging Company stock; Clawback policy applies to incentive-based compensation in the event of certain restatements .
Governance Assessment
-
Strengths:
- Independent director; Audit Committee member; M&A and legal/operating background aligned with bank oversight .
- Attendance threshold met in 2024; Audit Committee active (8 meetings); structured independent leadership (Lead Independent Director; executive sessions) .
- Strong shareholder support: ~31.97M for/2.22M withheld in his 2025 election; say‑on‑pay widely approved, indicating investor confidence .
- Director compensation uses straightforward cash and stock retainer; annual grant disclosed; ability to defer equity aligns interests .
-
Potential conflicts/Red flags:
- Controlled company status (Trager family) can concentrate influence; while 2025 did not use the exemption, governance vigilance remains warranted .
- Significant related-party leasing with Trager-associated entities (e.g., MAKBE, Jaytee partnerships) — approved by Audit Committee, but ongoing related-party exposure is a structural risk (not tied to Mulloy individually) .
- Regulation O lending to insiders subject to standard terms; no unfavorable features disclosed, but exposure exists by policy nature .
-
Compensation structure signals:
- Use of independent consultant to review director pay and Board size for 2025; changes approved, indicating responsiveness to market practices .
- No director-specific performance awards (e.g., PSUs/options) in retainer program; equity retainer (vested shares) supports ownership alignment without short-term metrics .
-
Shareholder feedback:
- 2023 say‑on‑pay approval exceeded 99% (including abstentions), supporting compensation governance; 2025 say‑on‑pay also strongly approved .
Related-Party Transactions (Board-level context)
- Affiliate leases: 183,198 sq ft to the Bank; $388,609/month; $4,670,634 aggregate rent in 2024; determined comparable to unaffiliated terms by Board/Audit Committee .
- Split-dollar insurance agreement with MAKBE, LLC (Trager affiliates) — historic premiums and current net benefit mechanics; $40,000 owed to the Bank as of Dec 31, 2024 .
No specific related-party transactions reported for Mulloy; Section 16 compliance shows no delinquent filings attributed to him in 2024 .
Compensation Committee Context (for governance)
- Compensation Committee (independent members) oversees NEO compensation, succession planning, and clawback policy; chair is Ernest W. Marshall, Jr.; Mark A. Vogt participates; Mulloy is not a member .
- Primary NEO performance metric is Gross Operating Profit (GOP); director compensation is separate from NEO performance plans .