Edwin S. Saunier
About Edwin S. Saunier
Edwin S. Saunier (age 67) is an independent director of Stock Yards Bancorp (SYBT) since 2021. He is President of Saunier North American, Inc., a moving and storage company, and brings operating and community leadership experience; he is not identified as a financial expert. He is currently deemed independent under Nasdaq and the company’s guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winchester Clark County Chamber of Commerce | Past Chairman | Not disclosed | Community/business leadership |
| Leadership Winchester | Founder | Not disclosed | Community leadership |
| Thoroughbred Club of America | Past President | Not disclosed | Community/industry ties |
External Roles
| Organization | Role | Tenure | Public Company? | Committees/Notes |
|---|---|---|---|---|
| Saunier North American, Inc. | President | Not disclosed | No | Operating executive |
| Other public company boards | — | — | None | None disclosed |
Board Governance
- Committee assignments: Compensation Committee (member); Credit and Risk Committee (member). Not a committee chair.
- Independence: Board affirmatively determined Mr. Saunier is independent under Nasdaq and company guidelines.
- Attendance: In 2024, the Board held 8 regular meetings; all directors attended at least 98% of Board and committee meetings. All directors attended the 2024 annual meeting except Mses. Arvin and Wells.
- Lead Independent Director: Stephen M. Priebe serves as Lead Independent Director.
- Executive sessions: Non‑management executive sessions occur at Board and committee meetings.
- Anti‑hedging/pledging: Directors are prohibited from hedging and from holding/pledging company stock in margin accounts.
- Stock ownership guidelines: Non‑management directors must hold stock equal to at least 5× the annual cash retainer within 5 years of joining the Board; ongoing maintenance required. Mr. Saunier joined in 2021 (evaluation by 2026).
Fixed Compensation
| Component (2024 actuals) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 67,450 | Board/committee retainers and meeting fees |
| All Other Compensation | 1,165 | Dividends on RSUs (paid at vest) |
| Total Cash/Other | 68,615 | Sum of cash and other |
Performance Compensation
| Equity Award (2024) | Shares/Value | Vesting | Metrics | Dividends |
|---|---|---|---|---|
| RSU grant (Jan 2024) | 955 shares = $50,000 | 100% vests 1 year from grant | None (time‑based; no performance metrics disclosed) | Dividends accrue and paid upon vest (Jan 2025 for 2024 awards) |
No director performance metrics are tied to equity awards; grants are time‑based RSUs sized to a dollar value.
2025 Director Compensation Program (structure applicable to Saunier)
| Element | Amount ($) | Notes |
|---|---|---|
| Board member cash retainer | 54,000 | Increased to restore median positioning; prior cash retainer shown as $48,000 in table |
| Board member per‑meeting fee | 1,625 | As listed in program table |
| Lead Independent Director additional cash retainer | 20,000 | Applies to Lead Director (not Saunier) |
| Committee chair additional cash retainer – Audit | 15,000 | If chair (Saunier is not) |
| Committee chair – Compensation | 12,000 | If chair (not Saunier) |
| Committee chair – Nominating & Gov | 3,000 | If chair (not Saunier) |
| Committee chair – Credit & Risk | 9,000 | If chair (not Saunier) |
| Committee chair – Trust | 4,000 | If chair (Bank committee) |
| Committee member per‑meeting fee – Audit | 1,200 | Member fee |
| Committee member per‑meeting fee – Compensation | 800 | Member fee |
| Committee member per‑meeting fee – Nominating & Gov | 800 | Member fee |
| Committee member per‑meeting fee – Credit & Risk | 900 | Member fee |
| Committee member per‑meeting fee – Trust | 800 | Member fee |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None |
| Compensation Committee interlocks | None; members (including Saunier) are independent, non‑employee; no related‑person relationships requiring disclosure |
Expertise & Qualifications
- Operating executive (moving/storage), community and business leadership; brings credit/risk oversight exposure via committee service. Not designated an audit committee financial expert (those are Herde and Lechleiter).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Dec 31, 2024) | 10,250 shares | “Less than 1%” of shares outstanding |
| Ownership % of outstanding | <1% | Marked “*” in table |
| Unvested restricted stock/units | 955 shares | From beneficial ownership footnote table |
| SARs outstanding (exercisable ≤60 days) | 600 | From beneficial ownership footnote table |
| Shares held in Directors’ Deferred Compensation Plan | 3,306 shares | From beneficial ownership footnote table |
| Pledged shares | Prohibited by policy | Anti‑hedging/anti‑pledging policy |
| Director ownership guideline | 5× annual cash retainer within 5 years | Applies to all non‑management directors |
| Deferred comp plan alignment | ~94% of aggregate director deferrals invested in SYBT stock | As of Dec 31, 2024 |
Related‑Party Exposure and Conflicts
- The proxy discloses no Saunier‑specific related‑person transactions; the only >$120,000 transaction disclosed for 2024 involved a third‑party lease related to another director’s family and was terminated in 2024.
- Regulation O banking transactions with directors/officers totaled $97 million at 12/31/2024 (~8.0% of consolidated stockholders’ equity); made on market terms and reviewed by the Board; not broken out by individual.
- Independence was affirmed for Saunier after the annual review of transactions and affiliations.
Insider Trading and Section 16 Compliance
| Item | Result |
|---|---|
| Section 16(a) filings (2024) | All required reports were filed timely for directors and officers, per company review and representations. |
Governance Assessment
- Strengths: Independent status; service on Compensation and Credit & Risk committees (key risk and pay oversight); strong attendance; anti‑hedging/anti‑pledging policy; robust stock ownership guideline; director deferrals heavily invested in SYBT shares (alignment).
- Compensation alignment: Director equity is delivered in time‑based RSUs sized to a fixed dollar amount, with dividends deferred until vest; 2025 program modestly increased to maintain median vs peers, suggesting measured pay governance.
- Potential risks/monitoring: Regulation O credit to directors/officers is material in aggregate across the institution; continue monitoring Credit & Risk oversight effectiveness and any future related‑party disclosures (no Saunier‑specific items disclosed for 2024).
Notes: All information above is sourced from SYBT’s 2025 DEF 14A proxy statement dated March 12, 2025, covering 2024 data, with citations included.
