Yoania Cannon
About Yoania Cannon
Yoania Cannon (age 44) is an independent director of Republic Bancorp, Inc. (RBCAA) and Republic Bank & Trust Company since 2024. She serves on the Audit Committee and is designated by the Board as an “audit committee financial expert” under SEC rules, reflecting deep accounting and finance expertise. She previously held senior finance and strategy roles at Brown-Forman and holds a Master of Accountancy, MBA, and BS in Accounting from the University of Louisville .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown-Forman Corporation | Vice President, Global Brand Strategy and Finance Capabilities | Feb 2023 – Jan 2025 | Led global brand strategy and finance capabilities |
| Brown-Forman Corporation | Director, Strategy and Brand Analytics | 2020 – 2023 | Strategy and analytics leadership |
| Brown-Forman Corporation | Finance Director, Global Travel Retail and Developed APAC | 2018 – 2020 | Regional finance leadership |
| Brown-Forman Corporation | Controller, Americas | 2016 – 2018 | Regional controllership |
| Brown-Forman Corporation | Division Finance Manager, West Division | 2014 – 2016 | Division finance management |
| Brown-Forman Corporation | Commercial Finance Manager | 2012 – 2014 | Commercial finance |
| Brown-Forman Corporation | Finance Sales Operations Manager | 2009 – 2011 | Sales operations finance |
| Brown-Forman Corporation | Finance Analyst | 2007 – 2009 | Financial analysis |
External Roles
| Organization | Role | Tenure | Public Company Board? |
|---|---|---|---|
| Brown-Forman Corporation | Vice President; prior finance/strategy roles | 2007 – 2025 (various) | None disclosed in RBCAA proxy |
Board Governance
- Independence: The Board determined Audit, Compensation, and Nominating Committee members meet SEC/NASDAQ independence standards; Cannon serves on Audit and is independent by committee eligibility .
- Committee assignments: Audit Committee member; designated “audit committee financial expert” alongside the Audit Chair .
- Attendance and engagement:
- Board meetings held: 6 in 2024; each incumbent Director except A. Scott Trager attended at least 75% of Board meetings .
- Audit Committee meetings: 8 in 2024 .
- Other committee activity for context: Compensation Committee (4 meetings), Nominating Committee (1), Risk Committee (6) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 | Oversees auditor selection, independence, internal controls, and financial reporting |
| Board | Director | 6 | ≥75% attendance expectation; incumbents met ≥75% except one director |
Fixed Compensation
- Structure for 2024: Annual stock retainer set at grant of 460 vested Class A shares; cash fees of $4,000 per Board meeting and $1,000 per committee meeting; $10,000 cash retainer for each committee chair (not applicable to Cannon); directors may defer fees/awards into the Non-Employee Director and Key Employee Deferred Compensation Plan; dividends on deferrals convert to stock equivalents; no company matching for directors .
| Component | 2024 Amount (USD) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $21,000 | Board/committee meeting fees; individual counts not disclosed |
| Stock Awards (Grant-Date Fair Value) | $24,950 | 460-share annual retainer; fair value per ASC 718 |
| Total | $45,950 | Sum of cash and stock award value |
Performance Compensation
- Director pay is not performance-based; no options, PSUs, or cash incentive plans are applied to non-employee directors. Compensation consists of meeting fees and annual stock retainers; options/PSUs described in the proxy relate to executives, not directors .
| Performance Element | Applied to Directors? | Notes |
|---|---|---|
| Cash bonus targets | No | Director compensation is retainer/meeting-based |
| Equity performance awards (PSUs, options) | No | Not granted to non-employee directors in 2024 |
| ESG/financial metric ties | No | Not applicable to director pay |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in RBCAA proxy |
Expertise & Qualifications
- Designated “audit committee financial expert”; meets NASDAQ financial knowledge/sophistication requirements .
- Education: University of Louisville — Master of Accountancy, MBA, BS in Accounting .
- Professional background: Senior finance, analytics, and strategy leadership across multiple global and regional roles at Brown-Forman .
Equity Ownership
| Ownership Item | Amount | Status | Notes |
|---|---|---|---|
| Beneficial Ownership (Class A + B) | — | <1% | No shares beneficially owned as of the Feb 14, 2025 record date |
| Deferred/Unvested (beyond 60 days) | 803 shares | Deferred | Shares issuable beyond 60 days under the Non-Employee Director & Key Employee Deferred Compensation Plan |
| 2024 Director Stock Award | 460 shares | Deferred by most directors | Annual stock retainer determined at May 15, 2024; directors could defer awards; Cannon not listed among exceptions who took cash/stock outright |
Governance Assessment
- Strengths: Independence, audit financial expertise, and Audit Committee membership bolster oversight of financial reporting and auditor independence. Active committee cadence (Audit: 8 meetings) and Board engagement standards (≥75% attendance) support board effectiveness .
- Alignment: Modest but consistent equity retainer with deferral into Class A stock fosters alignment; however, current beneficial ownership is minimal, with alignment building via deferred shares and annual stock awards .
- Compensation quality: Director pay is appropriately structured with retainer and meeting fees; absence of performance-linked director pay reduces risk of short-termism and minimizes pay-related conflicts .
- Conflicts/Related parties: No Cannon-specific related-party transactions are identified in the proxy sections reviewed; Audit Committee charter mandates ongoing review/approval of related-party transactions, a mitigant for conflicts at the company level .
RED FLAGS: None specifically identified for Cannon in the proxy excerpts reviewed (no pledging disclosed; no related-party items tied to her). The primary watchpoint is limited current beneficial ownership, partially mitigated by deferrals and annual stock retainer .