David P. Heintzman

About David P. Heintzman

Independent director of Stock Yards Bancorp (SYBT); age 65; on the Board since 1992. Former Chairman and CEO of SYBT and Stock Yards Bank & Trust; retired as CEO on September 30, 2018; served as Executive Chairman through December 31, 2018, and as non‑executive Chairman until January 1, 2021. He holds an accounting degree, began his career as a CPA at an international accounting firm, and joined the Bank in 1985, progressing through CFO, EVP and President prior to being named Chairman/CEO in 2005. He currently chairs the Board’s Credit & Risk Committee and serves on the Bank’s Trust Committee; the Board affirms his independence under Nasdaq standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Stock Yards Bancorp, Inc.	Non‑Executive Chairman	Jan 1, 2021 – prior service ended (served until Jan 1, 2021)	Provided board leadership post-CEO transition
Stock Yards Bancorp, Inc.	Executive Chairman	Oct 1, 2018 – Dec 31, 2018	Oversaw transition following CEO retirement
Stock Yards Bancorp, Inc.	Chairman & Chief Executive Officer	Jan 2005 – Sep 30, 2018	Led growth strategies and profitable execution
Stock Yards Bank & Trust	President; Executive Vice President; Chief Financial Officer	1985 – 2005 (various)	Broad operating/financial leadership across the bank
International Accounting Firm	Certified Public Accountant	Prior to 1985	Accounting/financial reporting expertise

External Roles

Organization	Role	Public Company?	Notes
—	—	—	He holds no seats on other public company boards (per proxy table).

Board Governance

Item	Detail
Independence status	Independent director under Nasdaq and company guidelines.
Board/committee attendance	All directors attended ≥98% of Board and committee meetings in 2024; all attended the 2024 Annual Meeting except Arvin and Wells (implies Heintzman attended).
Committee assignments (SYBT)	Chair: Credit & Risk Committee; Member: Bank Trust Committee; Not on Audit, Compensation, or Nominating & Corporate Governance.
Lead Independent Director	Stephen M. Priebe.
Executive sessions	Non‑management executive sessions at Board and committee meetings.
Board composition	Substantial majority independent; all Board committees comprised entirely of independent directors.
Mandatory retirement	Age 70; no waivers expected.

Fixed Compensation (Director)

Year	Cash Fees ($)	Equity Awards ($)	Option Awards ($)	All Other ($)	Total ($)
2024	74,050	50,000 (RSUs)	—	1,165 (dividends on RSUs, paid at vest)	125,215

2024 annual director grant: RSUs valued at $50,000; 955 shares based on grant-date price; one-year cliff vest; dividend equivalents accrue and pay at vest.
Director fee deferral available via the Director Nonqualified Deferred Compensation Plan; ~94% of aggregate director balances invested in company stock as of Dec 31, 2024.
2025 program adjustments (effective Jan 1, 2025) to maintain median peer positioning: Board member cash retainer increased to $54,000 (from $48,000); committee chair additional cash retainers set at Audit $15,000; Compensation $12,000; Nominating & Corporate Governance $3,000; Credit & Risk $9,000; Trust $4,000; committee member per‑meeting fees: Audit $1,200; Compensation $800; Nominating & Corporate Governance $800; Credit & Risk $900; Trust $800.

Performance Compensation (Director)

Award Type	Grant Date	Shares/Units	Vesting	Performance Metrics	Notes
RSUs (time-based)	Jan 2024	955	Vest 1 year from grant; dividends accrue, paid at vest	None (time‑based only)	Standard annual director equity; no options granted in 2024

Directors do not have performance-based compensation at SYBT; equity is time-based RSUs with 12‑month vesting.

Other Directorships & Interlocks

Company	Ticker	Role	Committee Roles	Potential Interlock with SYBT
—	—	—	—	None disclosed; no public company board seats.

Expertise & Qualifications

Skills matrix indicates strengths in executive leadership, legal/regulatory, banking & financial services, M&A, strategic planning, risk management, corporate governance, small business, and customer experience.
Accounting background and prior CPA enhance audit/financial literacy and oversight of risk and finance.

Equity Ownership

Holder	Beneficial Ownership (Shares)	Percent of Outstanding	SARs (Exercisable/60d)	Unvested Restricted Shares	Shares in Director Deferred Plan	Notes
David P. Heintzman	108,481	<1%	—	955	—	Includes unvested RSUs per footnotes

Stock ownership guideline: Non‑management directors must own ≥5x the annual cash retainer within 5 years and maintain thereafter.
Hedging/pledging: Policies prohibit directors and executive officers from hedging or pledging SYBT stock.
Section 16(a): All required ownership reports were timely filed for 2024.

Governance Assessment

Positive signals:
- Independence affirmed despite a routine related‑party purchase of miscellaneous supplies from a company owned by his sister‑in‑law; the Nominating & Corporate Governance Committee deemed it not material and not impairing independence.
- Chairs Credit & Risk Committee, central to oversight of credit, cyber/information security, compliance/legal, and CRA/fair lending; committee held four regular meetings in 2024, indicating active risk oversight.
- Strong engagement: Board met eight times; directors ≥98% attendance; Heintzman attended the 2024 annual meeting.
- Ownership alignment: meaningful share ownership (108,481 shares) and director equity grants with one‑year vest; ability to defer fees, with most director deferrals invested in SYBT stock.
- Shareholder support: Say‑on‑pay approval at 98% in 2024 reflects broad investor confidence in compensation governance.
Watch items / potential red flags:
- Related‑party procurement from a family‑affiliated entity (sister‑in‑law) exists, though assessed as immaterial; continue to monitor disclosures for scope/amount.
- Mandatory retirement age is 70; at age 65, potential board turnover within planning horizon; underscores the importance of succession planning for key committee chairs.
Compensation mix and structure:
- Director pay is balanced cash/equity (2024 total $125,215; ~40% equity via time‑based RSUs; no options), aligning with shareholder-friendly norms; no perquisites beyond dividends on RSUs.
- 2025 director pay adjustments modestly increase retainers and clarify committee chair/member fees to maintain peer‑median positioning; limited governance risk from pay inflation.
Overall view: Heintzman’s deep institutional knowledge, risk oversight leadership, independence affirmation, and strong attendance support board effectiveness. The limited related‑party transaction is disclosed and governed by policy; prohibitions on hedging/pledging and robust ownership norms support alignment with shareholders.