James A. Hillebrand
About James A. Hillebrand
Chairman and Chief Executive Officer of Stock Yards Bancorp, Inc. (SYBT) and Stock Yards Bank & Trust; age 56; director since 2008; appointed CEO effective October 1, 2018 and became Chairman January 1, 2021 . Joined SYBT in 1996 to build private banking and led expansion into Indianapolis and Cincinnati; named President in 2008 . Recent performance under his leadership: 2024 net income rose 6% to $114.5 million and diluted EPS reached $3.89; total revenue hit $352.6 million with record loan growth and strong credit quality . Shareholder support remains high: 98% “say‑on‑pay” approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stock Yards Bank & Trust | Director & Developer, Private Banking | 1996 onward | Built private banking; foundation for relationship-led growth |
| Stock Yards Bank & Trust | President | 2008 onward | Directed market expansion into Indianapolis and Cincinnati |
| Stock Yards Bancorp/Bank | Chief Executive Officer | Appointed Oct 1, 2018 | Oversaw multi-year record earnings and loan growth |
| Stock Yards Bancorp/Bank | Chairman of the Board | Effective Jan 1, 2021 | Combined CEO/Chair role; sets strategy and board agenda with lead independent director oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | No seats on other public company boards |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $775,000 | 2024 salary; unchanged from 2023 |
| Target Bonus % | 65% of base | Short-term cash incentive fully based on EPS for CEO |
| Target Bonus $ | $503,750 | Determined off diluted EPS targets |
| Actual Bonus Paid | $1,007,500 | 130% of target; EPS actual of $3.89 met maximum payout |
Performance Compensation
| Metric | Weighting | Target/Threshold/Max | Actual | Payout | Vesting/Structure |
|---|---|---|---|---|---|
| Short-term: Diluted EPS (annual) | 100% (CEO) | Threshold $3.22; Target $3.36; Max $3.53+ | $3.89 (FY24) | 130% of base salary ($1,007,500) | Cash incentive; paid after Committee certification |
| Long-term: PSUs – Cumulative EPS (3-year) | 50% of PSU grant | 3-year cumulative EPS goals; rigorous long-term growth | 2022–2024 cohort EPS expected at target | Shares at % of target; one-year holding post-vest | |
| Long-term: PSUs – ROAA vs peers (3-year) | 50% of PSU grant | ROAA percentile: Threshold 80th; Target 85th; Max 90th | 2022–2024 cohort ROAA below threshold (avg adj ROAA 1.42%) | No PSU earned for ROAA on 2022–2024 cycle | |
| Long-term: SARs (stock appreciation rights) | 25% of LT grant | Exercise price $47.95 (2024); 10-year term | Value only if stock appreciates | Equity upon exercise; no dividends before exercise | Vest 20% annually over 5 years |
2024 LT grants at target: PSUs $494,023 and SARs $164,677; PSUs 11,808 units; SARs 11,788 units . Grants are typically made mid-February with standard 3-year PSU cycles and one-year post-vesting holding; SARs vest ratably over 5 years .
Multi‑Year Compensation (CEO)
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $710,000 | $775,000 | $775,000 |
| Stock Awards (PSUs grant-date most probable) | $319,483 | $494,023 | $494,023 |
| Option Awards (SARs FV) | $106,491 | $164,677 | $164,677 |
| Non‑Equity Incentive (Cash) | $710,000 | $0 | $1,007,500 |
| All Other Compensation | $116,390 | $126,817 | $93,284 |
| Total | $1,962,364 | $1,560,517 | $2,534,484 |
Mix at target emphasizes performance pay: 60% variable for CEO, with 75% of LT equity in PSUs and 25% in SARs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 217,850 shares; includes 343 held by adult children |
| SARs currently exercisable or within 60 days | 86,007 |
| KSOP shares | 25,543 |
| Directors’ Deferred Compensation Plan | 507 shares |
| Ownership as % of outstanding | Less than 1% |
| Stock ownership guidelines | CEO required to hold ≥6x base salary; all NEOs in compliance (except newly promoted EVP) |
| Mandatory holding | One-year post-vesting holding on PSUs; dividends not received until stock issued |
| Hedging/pledging | Prohibited for directors and officers under policy |
Employment Terms
- Change-in-control (CIC) severance: Double trigger; if terminated without cause or resigns for good reason within 2 years post‑CIC, payment equals 3×(highest base salary in prior 6 months + highest annual cash bonus from current/preceding two years) .
- CIC illustrative value at 12/31/2024: Severance $5,347,500; equity acceleration value $2,126,495; total potential $7,473,995 .
- Restrictive covenants: 18‑month non‑compete within 50‑mile radius; 18‑month non‑solicit; confidentiality; health plan participation at executive’s cost for 3 years post‑CIC; 280G cutback (no tax gross‑ups) .
- Clawbacks: General three‑year performance-based clawback and Exchange Act 10D/Nasdaq-compliant mandatory clawback for restatements; no indemnification for clawback losses .
- Deferred compensation: Nonqualified plan with Bank contributions supplementing KSOP limits; CEO aggregate balances disclosed across employee and director accounts (see table) .
Nonqualified Deferred Compensation (Balances and Contributions, 2024)
| Name | Exec Contributions ($) | Registrant Contributions ($) | Aggregate Balance ($) |
|---|---|---|---|
| Hillebrand – employee account | — | — | 36,340 |
| Hillebrand – director fee deferral account | 38,750 | 97,600 | 2,222,423 |
Board Governance
- Roles: CEO and Chairman (combined); Board expressly permits combined roles and annually evaluates; Lead Independent Director (Stephen M. Priebe) provides independent counterbalance .
- Independence: Substantial majority of independent directors; all Board committees (Audit, Compensation, Nominating & Corporate Governance, Credit & Risk, Trust) comprised entirely of independent directors, implying CEO is not a committee member .
- Executive sessions: Independent/non‑management directors meet in executive session at least twice annually; Lead Independent Director presides and liaises with CEO .
- Director compensation: Employee directors receive no additional compensation for board service; non‑employee director program updated in 2025 with cash/equity retainers and chair fees (CEO not eligible) .
- Committee leadership relevant to pay: Compensation Committee chaired by Richard A. Lechleiter; Committee met 7 times in 2024, set EPS benchmarks and LTIP goals, used independent consultant Aon, reviewed CIC agreements and stock ownership guidelines .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| TSR ($100 initial investment) | 101.76 | 163.84 | 169.80 | 137.87 |
| Net Income ($mm) | 58.9 | 74.6 | 93.3 | 107.7 |
| Diluted EPS ($) | 2.59 | 2.97 | 3.21 | 3.67 |
Operational highlights in 2024: record loans (+$749mm), net interest margin improvement, low net charge-offs, deposits +$495mm; ROAA 1.37% (82nd percentile) and ROAE 12.77% (90th percentile) vs peer group; recognition by Raymond James and American Banker .
Financial Context (Annual)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | 65.5mm* | 87.9mm* | 90.9mm* | 95.2mm* |
| Net Income ($USD) | 74.6mm | 92.97mm | 107.75mm | 114.54mm |
- Values retrieved from S&P Global.
Compensation Structure Analysis
- Strong pay-for-performance orientation: CEO variable pay at target equals 60% of total direct compensation; 75% of LT equity in PSUs tied to 3‑year EPS and top‑quartile ROAA versus national peers; SARs only deliver value if stock appreciates .
- Tight quantitative design: Annual cash incentive exclusively tied to diluted EPS with threshold/target/max levels and increasing payout curve; 2024 achieved maximum EPS payout .
- Governance safeguards: Mandatory PSU one-year post‑vesting hold; robust clawbacks; anti-hedging/pledging; independent Compensation Committee with external consultant Aon .
- Peer group oversight: 2024 peer group updated to reflect industry consolidation, moving SYBT closer to median size; ROAA targets require performance above 85th percentile to achieve PSU target vesting .
Equity Award Detail (2024 Grants)
| Instrument | % of Base Salary | Units Granted | Fair Value | Vesting |
|---|---|---|---|---|
| PSUs | 85% | 11,808 | $494,023 | Earned over 3 years; one-year hold post vest; EPS and ROAA metrics |
| SARs | 25% | 11,788 | $164,677 | 20% per year over 5 years; 10-year term; exercise price $47.95 |
Director Service History and Dual-Role Implications
- Board service: Director since 2008; not independent by Board standards; currently Chairman and CEO .
- Committees: Board committees are fully independent; by structure the CEO/Chair does not serve on committees .
- Dual-role implications: Board explicitly endorses combined Chair/CEO structure given Hillebrand’s experience, balanced by a strong Lead Independent Director with defined responsibilities, executive sessions, majority independent board, and independent committee oversight—mitigating independence concerns .
Risk Indicators & Red Flags
- No excise tax gross‑ups in CIC arrangements; Section 280G cutback applies .
- No option/SAR repricing without shareholder approval; anti-hedging/pledging policy in place .
- Section 16 filings timely for 2024; robust clawbacks adopted per Exchange Act 10D/Nasdaq .
- PSU outcomes align with performance: 2022–2024 EPS portion expected at target; ROAA portion expected at zero—demonstrating symmetry of pay with outcome .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 98% .
- Annual advisory vote conducted per policy; Board recommends approval in 2025 proxy .
Compensation Committee Analysis
- Composition: All independent directors; chaired by Richard A. Lechleiter; Lead Independent Director serves on Committee; seven meetings in 2024 .
- Independent advice: Aon retained; periodic peer and director pay studies .
- Scope: Set EPS benchmarks; LTIP goals; reviewed succession, CIC agreements, and ownership guidelines .
Investment Implications
- Alignment: High proportion of performance‑based pay tied to EPS and top‑quartile ROAA, mandatory equity holding, and strong anti‑hedging/pledging and clawbacks—supporting shareholder alignment .
- Retention risk: CIC double‑trigger with 3× salary+bonus and meaningful equity acceleration reduces turnover risk during strategic inflection points, but implies higher potential cost in a sale scenario .
- Trading signals: Annual EPS‑driven cash bonus creates visibility; PSU outcomes demonstrate discipline—EPS at target and ROAA zero for 2022–2024; SARs create potential exercise supply as tranches vest annually and 86k SARs are currently exercisable within 60 days .
- Performance backdrop: Record earnings and strong credit quality in 2024, continued shareholder support on say‑on‑pay, and long‑term TSR outperformance vs peers through 2022 with 2023 pullback—suggests pay design remains appropriate but sensitive to interest rate and peer ROAA dispersion .
