William R. Nelson
About William R. Nelson
William R. Nelson, age 61, serves as President of Republic Processing Group (RPG) at Republic Bancorp, Inc. and has held the role since 2007, overseeing the seasonal Tax Refund Solutions line of business . His compensation is primarily tied to RPG’s Gross Operating Profit (GOP) across an October–September measurement period due to the seasonal nature of RPG; for the 2023–2024 period, RPG GOP achieved the Entry Level ($55M), resulting in a 60% payout of his bonus potential ($225,000 of $375,000) . For 2024 LTIP, his PSUs (target 957) paid out at target and were settled in early 2025 into restricted stock based on company ROAA of 1.47% and efficiency ratio of 52.68% versus peers; shares are subject to a two-year hold after the January 1, 2027 vest date . Company policy prohibits hedging and pledging; stock ownership guidelines require NEOs (including Pres/RPG) to own at least 2× base salary in stock within five years from January 2021, with two-year holding requirements on RS/PSU shares and post-exercise option shares .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bank & Trust Company | Director of Sales, Marketing and Customer Service | 1999–2004 | Led customer-facing growth initiatives prior to RPG leadership |
| HSBC, Taxpayer Financial Services | Director of Relationship Management | 2004 | Managed partner relationships in tax refund processing ecosystem |
| HSBC, Taxpayer Financial Services | Group Director — Independent Program | 2006–2007 | Directed independent program operations ahead of joining RPG leadership |
| Republic Processing Group (RPG) | President | 2007–Present | Oversees RPG’s Tax Refund Solutions and seasonal performance cycles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HSBC, Taxpayer Financial Services | Director of Relationship Management | 2004 | External experience in tax processing services |
| HSBC, Taxpayer Financial Services | Group Director — Independent Program | 2006–2007 | External operational leadership prior to RPG |
Fixed Compensation
Base Salary and Cash Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 394,935 | 400,769 | 408,077 |
| Bonus ($) | 292,500 | — | — |
| Non-Equity Incentive Plan Compensation ($) | — | 180,000 | 225,000 |
| Annualized Base Salary | Amount |
|---|---|
| 2024 Annualized Base (RPG fiscal) ($) | 405,000 |
| 2025 Annualized Base (RPG fiscal) ($) | 425,000 |
Target vs Actual Bonus (RPG 2023–2024 Measurement Period)
| Item | Value |
|---|---|
| Bonus Potential – Maximum ($) | 375,000 |
| Bonus Potential – Entry Level ($) | 225,000 (60% of potential) |
| RPG GOP Objectives (Entry/Mid/Max) | $55M / $60M / $65M |
| Achievement & Payout | Entry Level achieved; $225,000 paid |
Perquisites and Other Compensation (2024)
| Item | Amount ($) |
|---|---|
| 401(k) Matching Contributions | 13,800 |
| Life Insurance Policy | 1,015 |
| Parking | 890 |
| Total “All Other Compensation” | 15,705 |
Performance Compensation
Annual Incentive (Design and Metrics)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| RPG GOP (Oct 1, 2023–Sep 30, 2024) | Primary (cash bonus driver) | Entry/Mid/Max: $55M/$60M/$65M | Entry Level achieved | 60% of potential ($225,000) | Paid Oct 2024 |
LTIP – 2024 PSU Payout and Holding Requirements
| Item | Details |
|---|---|
| PSU Target (2024 grant) | 957 units |
| Performance Measures | ROAA 1.47%; Efficiency Ratio 52.68%; peer quartile overlay |
| Payout | Total 957 units (718 from ROAA; 239 from Efficiency Ratio) |
| Settlement & Vesting | Settled early 2025 into RS; subject to forfeiture if employment ends before Jan 1, 2027 |
| Holding Requirement | 2-year hold after Jan 1, 2027 vest date |
LTIP – Equity Grants (2024 and 2025)
| Grant Date | Type | Quantity | Exercise/Strike ($) | Fair Value ($) | Vesting/Expiry |
|---|---|---|---|---|---|
| Jan 16, 2024 | Stock Option (NQSO) | 4,484 | 49.25 | 43,237 | Cliff vest dates spanning to Jan 1, 2027; expires Jan 1, 2030 |
| Jan 16, 2024 | Restricted Stock | 476 | — | 23,443 | Vests Jan 1, 2030 |
| Jan 16, 2024 | PSU (Target) | 957 | — | 47,132 | Settled early 2025; RS subject to hold to Jan 1, 2027 + 2 years |
| Jan 15, 2025 | PSU (Target) | 689 | — | — | Scheduled to vest and settle in early 2026; RS generally forfeitable if employment ends before Dec 31, 2026; 2-year post-vest hold |
| Jan 15, 2025 | Stock Option (NQSO) | 3,244 | — | — | Vests/becomes exercisable between Jan 1, 2028 and Jan 1, 2031 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Type | Quantity | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| Options – Exercisable | 4,868 | 51.39 | Dec 31, 2025 | Cliff vest 12/31/2024 |
| Options – Unexercisable (vest <60 days from Feb 14, 2025) | 1,500 | 35.92 | Mar 9, 2026 | Vest/exercisable Mar 10, 2025 |
| Options – Unexercisable | 5,376 | 42.74 | Dec 31, 2026 | Cliff vest 12/31/2025 |
| Options – Unexercisable | 4,484 | 49.25 | Jan 1, 2030 | Cliff vest Jan 1, 2027 |
| Restricted Stock (2024 grant) | 476 | — | — | Vests Jan 1, 2030 |
2024 Exercises and Vesting
| Action | Shares | Value Realized ($) |
|---|---|---|
| Option Exercises | 6,500 | 115,770 |
| Stock Awards Vested | 2,167 | 123,103 |
Equity Ownership & Alignment
| Component | Status / Amount |
|---|---|
| Options exercisable within 60 days of Feb 14, 2025 | 6,368 (4,868 already exercisable + 1,500 vesting Mar 10, 2025) |
| Restricted shares with voting rights | 1,433 vesting Jan 2027 |
| Deferred compensation – shares issuable beyond 60 days | 2,202 |
| Nonqualified deferred compensation – life-to-date contributions | $133,500 executive and $133,500 company match |
| Ownership guidelines | Minimum 2× base salary within 5 years from Jan 2021; 2-year holding after RS/PSU vesting and post-option exercise |
| Anti-hedging/pledging | Hedging prohibited; company does not allow hedges, pledges, margin accounts for NEOs/Directors |
Employment Terms
| Provision | Terms |
|---|---|
| Change in Control (CIC) Agreement | Severance equals 2× base salary + average bonus (prior 3 years), payable over 24 months; benefits continuation for 2 years; legal fee reimbursement; accelerated exercisability of options/SARs; assignment of any company-owned life insurance interest; 280G cutback if economically beneficial |
| CIC Trigger & Estimated Payment (as of Dec 31, 2024) | Termination after CIC; estimated value $1,763,047 |
| Restrictive Covenants | Non-compete, non-solicit, confidentiality for two years (applies irrespective of CIC) |
| Clawback Policy | Restatement-triggered recovery of incentive-based compensation for current/former executive officers within 3-year lookback |
| Equity Grant Timing Policy | No option-like grants during blackout windows near MNPI filings; committee does not time MNPI for equity awards |
Performance & Track Record
- RPG bonus metrics align to GOP; for the 2023–2024 period, Entry Level ($55M) was achieved and Nelson’s bonus paid at 60% of potential ($225,000), reflecting seasonal performance dynamics tied to Tax Refund Solutions .
- Company-level ROAA (1.47%) and efficiency ratio (52.68%) relative peer quartiles drove 2024 PSU outcomes; Nelson’s target PSU grant of 957 units paid out at 957 units with settlement in early 2025 and strict holding requirements to reinforce long-term value alignment .
Compensation Committee Analysis
- Compensation Committee membership: Ernest W. Marshall, Jr. (Chair), Timothy S. Huval, Vidya Ravichandran, Mark A. Vogt; committee reviewed CD&A and recommended inclusion in the 2025 proxy .
- Say-on-pay support: At the April 20, 2023 annual meeting, over 99% of votes cast (including abstentions) supported NEO compensation, indicating shareholder endorsement of pay practices .
Investment Implications
- Pay-for-performance alignment: Nelson’s cash incentive is tightly linked to RPG GOP with a seasonally aligned measurement period; achieving only Entry Level for 2023–2024 suggests near-term bonus sensitivity to refund cycle volume/mix, while LTIP PSUs tied to ROAA/efficiency with peer overlays reinforce balanced profitability focus .
- Insider selling pressure and vesting calendar: A tranche of 1,500 options vests March 10, 2025, with additional cliff vest events on December 31, 2025 and January 1, 2027; however, two-year holding requirements on RS/PSU shares and post-exercise option holdings reduce near-term selling pressure signals compared to typical bank peers .
- Retention risk: CIC protections (2× base + average bonus, benefits continuation, accelerated vesting) and ongoing LTIP grants (e.g., 2025 PSU 689 and NQSO 3,244 vesting through 2028–2031) provide retention scaffolding; absence of tax gross-ups and presence of clawback/anti-hedging/anti-pledging policies mitigate governance risk while keeping incentives aligned with sustained performance .
- Ownership alignment: Stock ownership guidelines (2× salary) and mandated post-vesting/exercise holding periods improve alignment; deferred compensation matches (life-to-date $133,500 each for executive and company) add a long-duration equity-linked component, albeit relatively modest in scale versus total compensation .