Carl G. Herde
About Carl G. Herde
Carl G. Herde (age 64 as of December 31, 2024) has served on the SYBT board since 2005. He holds an accounting degree, is a CPA, served as CFO of Baptist Healthcare System from 1993 until retirement in September 2016, and currently is Vice President/Financial Policy at the Kentucky Hospital Association. He is designated an Audit Committee Financial Expert and chairs SYBT’s Audit Committee; he also sits on the Nominating & Corporate Governance Committee. He is affirmed independent under Nasdaq and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baptist Healthcare System, Inc. | Chief Financial Officer | 1993–Sep 2016 | Senior finance leadership for one of KY’s largest not-for-profit health systems |
| Baptist Healthcare System, Inc. | Controller | 1984–1993 | Led accounting/reporting functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kentucky Hospital Association | Vice President/Financial Policy | 2016–present | Public policy and finance expertise; non-public company role |
| Public company boards | Director | — | None (no other public company directorships) |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Audit Committee Financial Expert designation; all Audit Committee members independent and financially literate .
- Meeting cadence and attendance: Audit Committee held five meetings in 2024; Nominating & Corporate Governance held four; Compensation held seven; Credit & Risk held four. All directors attended at least 98% of Board and committee meetings in 2024 .
- Independence: Board annually reviews independence and determined Herde is independent under Nasdaq and company guidelines .
Fixed Compensation
| Component | 2024 Value | 2025 Program Terms | Notes |
|---|---|---|---|
| Board Cash Retainer | $82,450 (fees earned) | $48,000 annual cash retainer | Two-year program reset effective Jan 1, 2025 based on Aon peer review |
| Board Equity Retainer | $50,000 (RSUs granted Jan 2024) | $54,000 annual equity retainer | RSUs equal to $50,000/closing price on grant date; 955 RSUs granted in Jan 2024 |
| Per Meeting Fee (Board) | Included in fees | $1,625 per meeting | Applies to non-employee directors |
| Audit Chair Additional Retainer | Included in fees | $15,000 annual (Audit Chair) | Herde is Audit Chair |
| Nominating & Governance Member Fee | Included in fees | $800 per meeting | Herde is a member |
| All Other Compensation | $1,165 (dividends on RSUs, paid Jan 2025 upon vesting) | — | Dividends accrue and are paid at vesting |
| Director Deferred Compensation | Plan available; amounts can be invested in Company stock; 94% of aggregate director balances were invested in Company stock at Dec 31, 2024 | — | Director NQ Plan allows deferral; investment options include company stock |
Director stock ownership guidelines: Non-management directors must own at least five times the annual cash retainer within five years of joining the Board and maintain thereafter .
Anti-hedging/anti-pledging: Directors and officers are prohibited from hedging or pledging company stock; margin accounts also generally prohibited .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant Value | Vesting | Performance Metrics | Dividends |
|---|---|---|---|---|---|---|
| RSUs (2015 Omnibus Plan) | Jan 2024 | 955 RSUs | $50,000 (value divided by closing price) | Time-based; fully vest one year from grant | None disclosed for directors (no TSR/financial targets) | Accrue during vesting; paid at vest (Jan 2025 for 2024 awards) |
The director program uses time-based RSUs; no performance metrics are tied to director equity grants per proxy disclosures .
Clawbacks apply to executives; general anti-hedging/pledging policy applies to directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None | — | — | No other public company board seats; independence affirmed; no material related-party transactions involving Herde identified in the independence review . |
Expertise & Qualifications
- CPA; accounting degree; extensive financial reporting and corporate finance experience .
- Audit Committee Financial Expert; chairs Audit Committee overseeing financial reporting, internal controls, auditor independence, related-party transaction review .
- Skills matrix indicates strengths in Accounting/Financial Reporting, Banking & Financial Services, Strategic Planning, Risk Management, Corporate Governance .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 38,815 shares | Represents <1% of outstanding shares |
| Unvested Restricted Stock | 955 shares (2024 RSUs) | Included in beneficial ownership per footnote (unvested restricted shares counted) |
| Directors’ Deferred Compensation Plan | 26,794 shares | Holdings within Director Deferred Compensation Plan |
| SARs/Options | None for Herde (“-”) | No SARs or option awards outstanding |
| Hedging/Pledging | Prohibited by policy | No pledging disclosed; policy prohibits margin accounts or pledges |
| Ownership Guidelines | 5× annual cash retainer requirement | Individual compliance by director not disclosed |
Insider Trades
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 2022-08-17 | Sale | 3,000 | $72.33 | $216,987 | |
| 2025-01-?? | Form 4 filing (reference) | — | — | — |
Additional historical Form 4 filings exist (e.g., Jan 3, 2020) . Specific transaction details beyond the cited 2022 sale are not itemized here.
Governance Assessment
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Strengths:
- Long-tenured independent director with deep finance background; CPA and Audit Committee Financial Expert designation support strong oversight of financial reporting and controls .
- Audit Chair leadership with documented committee activity and robust independence, literacy, and private sessions with auditors; proactive auditor competitive review planned for 2025 enhances oversight credibility .
- High attendance (≥98% across Board/committees in 2024); engagement across Audit and Nominating & Governance committees .
- Alignment policies: strict anti-hedging/pledging and robust director ownership guidelines (5× cash retainer); significant deferred comp holdings invested in company stock (94% aggregate for directors) signal alignment .
-
Potential risks/flags:
- No individual disclosure of compliance status relative to the 5× ownership guideline; while aggregate alignment is strong, investor may seek explicit confirmation for Herde .
- Insider sale in 2022 (3,000 shares) is not inherently negative but may warrant monitoring for patterns around macro/company events .
- Director compensation shifted modestly upward in 2025 to maintain peer median; not a red flag, but watch for future increases without commensurate performance/engagement metrics for board effectiveness .
-
Conflicts/related-party exposure:
- Independence review highlighted non-material relationships for other directors; no material related-party transactions disclosed relating to Herde .
- Audit Committee explicitly reviews related-party transactions, providing an added safeguard .
Overall signal: Herde’s audit chair tenure, CPA credential, and strong committee processes support governance quality and investor confidence, with evident alignment through equity/deferral holdings and strict anti-hedging/pledging policies .
