John L. Schutte
About John L. Schutte
Independent director of Stock Yards Bancorp (SYBT), age 61, serving since 2018. CEO of GeriMed, Inc., a nationwide group purchasing organization for long-term care pharmacy services; founder of MainPointe Pharmaceuticals (Feb 2017); former Chairman and largest shareholder of VistaPharm until its sale in Dec 2015. Board determined he satisfies Nasdaq independence standards; he is an engaged director with strong entrepreneurial background in healthcare and distribution and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VistaPharm | Chairman of the Board; largest shareholder | Until sale in Dec 2015 | Pharmaceutical operating and governance experience; capital allocation and exit track record |
| Various real estate projects | Principal/Developer | N/A | Commercial real estate development in Louisville and elsewhere; local market connectivity |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| GeriMed, Inc. | Chief Executive Officer | Current | Nationwide GPO specializing in long‑term care pharmacy services to independent pharmacies and institutional providers |
| MainPointe Pharmaceuticals | Founder | Feb 2017 – current | Markets/distributes pharmaceuticals, OTC products, and supplements |
Board Governance
- Committee memberships: Compensation Committee (member); Bank Trust Committee (member). Not a committee chair. Lead Independent Director is Stephen M. Priebe (context).
- Independence: Board affirmatively determined Schutte is independent under Nasdaq and company guidelines.
- Attendance: In 2024, the Board held 8 meetings; all directors attended at least 98% of Board and committee meetings. All directors attended the 2024 annual meeting except Arvin and Wells (Schutte attended). Executive sessions of independent directors are held at least twice annually.
- Compensation Committee interlocks: None; no related‑person relationships requiring disclosure for Compensation Committee members.
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 67,050 | Board/committee cash fees; directors may defer fees into the Director NQ Plan |
| Stock Awards | 50,000 | RSU grant sized to $50,000; 955 shares based on grant‑date price; one‑year vest |
| Option Awards | 0 | No option grants to directors in 2024 |
| Non‑Equity Incentive Plan Compensation | 0 | Not applicable for directors |
| Change in Pension Value & Nonqualified Deferred Compensation Earnings | 0 | Earnings excluded; plan does not offer above‑market returns |
| All Other Compensation (Dividends on RSUs) | 1,165 | Dividends accrued on RSUs; paid Jan 2025 |
| Total | 118,215 | Cash + equity + dividends |
- Director compensation structure (effective Jan 1, 2025): Board member cash retainer $48,000; member equity retainer $54,000; per‑meeting fee $1,625; chair additional retainers vary by committee (e.g., Audit $15,000; Compensation $12,000).
Performance Compensation (Director)
| Equity Award (2024) | Grant Timing | Shares/Units | Grant Fair Value ($) | Vesting | Dividend Treatment |
|---|---|---|---|---|---|
| RSU (annual) | Jan 2024 | 955 | 50,000 | 100% vest at one year | Dividends accrued; paid Jan 2025 |
- No performance‑conditioned metrics (TSR/EPS) apply to director equity; RSUs are time‑based for non‑employee directors.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None (for Schutte) |
| Committee interlocks | None for Compensation Committee members (including Schutte) |
Expertise & Qualifications
- Healthcare/pharma distribution, GPO operations, and entrepreneurship; significant local business network and development background. The Board cites his entrepreneurial skills and reputation in the Louisville business community as beneficial to SYBT.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Dec 31, 2024) | 90,740 shares | Less than 1% of outstanding shares |
| SARs (exercisable/within 60 days) | 1,000 | Included in beneficial ownership count |
| Unvested restricted stock grants | 955 | 2024 RSU award; one‑year vest |
| Directors’ Deferred Compensation Plan (share equivalent) | 7,567 shares | Director NQ Plan permits investment in company stock; ~94% of aggregate director balances were invested in SYBT stock at year‑end 2024 (plan‑level statistic) |
| Pledged shares | Not disclosed; no pledging noted in proxy | |
| Stock ownership guidelines | Non‑management directors must own ≥5x annual cash retainer within 5 years and maintain thereafter; committee monitors compliance annually |
Insider Trades (Form 4 – Most Recent)
| Transaction Date | Type | Shares | Price ($) | Post‑Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025‑10‑24 | Award (A) | 94 | 67.91 | 8,451 | https://www.sec.gov/Archives/edgar/data/835324/000143774925031918/0001437749-25-031918-index.htm |
| 2025‑09‑18 | Award (A) | 63 | 76.54 | 8,319 | https://www.sec.gov/Archives/edgar/data/835324/000143774925029552/0001437749-25-029552-index.htm |
Note: Insider trades data reflect director‑level activity and current ownership more contemporaneously than proxy disclosures. Full dataset retrieved (41 records).
Governance Assessment
-
Strengths
- Independence affirmed; no compensation committee interlocks; robust related‑party oversight and quarterly/annual questionnaires reviewed by Audit and Nominating committees.
- High engagement: ≥98% attendance across Board/committee meetings; presence at 2024 annual meeting.
- Compensation mix balances cash and equity; RSUs vest in one year and dividends accrue, with updated 2025 program aligned to peer median per Aon review.
- Ownership alignment: 90,740 shares beneficially owned with SARs/RSUs; ability to defer fees into company stock and plan‑level high stock allocation (~94%).
-
Potential Conflicts and Monitoring
- External leadership in pharmacy GPO and pharma distribution could present potential banking relationships; company reports no related‑person transactions >$120k in 2024 (other than a legacy lease related to Wells family), and the Board found no independence impairments. Continue monitoring for any future transactions with entities tied to Schutte.
- No pledging or hedging disclosures specific to Schutte were noted; maintain oversight via ownership and compliance reviews.
-
Red Flags
- None disclosed specific to Schutte (no related‑party transactions requiring disclosure; no interlocks; attendance strong).
-
Director Compensation Structure Signals
- 2025 changes increase cash/equity retainers and per‑meeting fees to maintain median positioning vs peers, indicating ongoing market alignment rather than pay inflation; structure remains largely time‑based for directors.
Committee Assignments and Roles Summary
| Committee | Role | Chair Status | 2024 Meetings |
|---|---|---|---|
| Compensation Committee | Member | Not Chair | 7 meetings |
| Trust Committee (Bank) | Member | Not Chair | Not disclosed in cited sections |
Related Party Policy and 2024 Transactions
- Policy: Quarterly director/executive questionnaires; internal audit compiles; Audit Committee and Nominating Committee evaluate independence; directors would be removed from key committees if independence impaired.
- 2024 transactions: None >$120k involving directors/executives except an acquired‑bank lease tied to Wells family, terminated in 2024; Board found no conflicts.
Board Composition Snapshot (Schutte row)
| Name | Age | Independent | Director Since | Principal Occupation | Other Public Boards |
|---|---|---|---|---|---|
| John L. Schutte | 61 | Yes | 2018 | CEO, GeriMed, Inc. | None |
Director Stock Ownership Guidelines
- Requirement: ≥5x annual cash retainer within 5 years; maintained thereafter; committee monitors annually.
Attendance Summary (Board and Annual Meeting)
- Board: 8 meetings; directors attended ≥98% of Board and committee meetings.
- Annual Meeting (2024): All attended except Arvin and Wells.
