Laura L. Wells
About Laura L. Wells
Independent director of Stock Yards Bancorp (SYBT) since 2022; age 50 as of December 31, 2024. Background includes freelance journalism focused on the Near and Middle East since September 2009, prior institutional research and sales at Merrill Lynch & Co., and co-founder/CEO of the Turkish office of an international online startup (Dec 2010–Feb 2012). Current SYBT committee memberships: Credit and Risk Committee (Bancorp) and Trust Committee (Bank); not a committee chair. The Board has affirmatively determined she is independent under Nasdaq rules and SYBT’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freelance journalist (Near & Middle East) | Journalist | Sep 2009–present | Brings geopolitical perspective to bank risk oversight |
| Merrill Lynch & Co. | Institutional research & sales | Not disclosed | Capital markets and research exposure |
| International online startup (Turkey office) | Co-founder & CEO | Dec 2010–Feb 2012 | Operational leadership and startup experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citizens Financial Corporation | Director | Current (not dated) | Other current directorship; not listed as a public-company board seat in SYBT’s nominee table |
| Commonwealth Bancshares, Inc. | Director | 2016–2022 | Service prior to SYBT’s 2022 acquisition |
| Commonwealth Bank & Trust Company | Director | 2016–2022 | Service prior to SYBT’s 2022 acquisition |
Board Governance
- Committee memberships: Credit and Risk Committee (Bancorp) and Trust Committee (Bank); no chair roles .
- Independence: Board affirmed she meets Nasdaq independence standards and Corporate Governance Guidelines .
- Attendance: SYBT’s Board held eight meetings in 2024; all directors attended at least 98% of Board and committee meetings during their service. She did not attend the 2024 Annual Meeting of Shareholders (with Ms. Arvin) .
- Director selection arrangement: Wells was designated under the Commonwealth Bancshares Investor Agreement giving principal shareholders (Darrell R. Wells, Margaret C. Wells, and the Darrell R. Wells Trust) the right to designate a “mutually acceptable director” post-acquisition; SYBT notes no other arrangements for director selection except for Ms. Wells .
- Board structure: Substantial majority independent; all committees comprised entirely of independent directors; executive sessions; mandatory retirement age 70; robust stock ownership requirements; hedging/pledging prohibited .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 61,975 | 63,425 |
| Stock Awards ($) | 50,000 | 50,000 |
| Option Awards ($) | – | – |
| Non-Equity Incentive Plan Compensation ($) | – | – |
| All Other Compensation ($) | 930 | 1,165 |
| Total ($) | 112,905 | 114,590 |
- RSU grants: In January 2024, each non-employee director received RSUs equal to $50,000 divided by grant-date fair market value; Wells received 955 RSUs, with dividend equivalents paid upon vesting; awards vest one year from grant; dividends for 2024 awards were paid in January 2025 .
- Program changes effective January 1, 2025 (two-year cycle): Board member cash retainer $48,000; equity retainer $54,000; per-meeting fee $1,625; chair additional cash retainers vary by committee; lead director additional cash retainer $20,000. Changes followed Aon’s peer review to maintain median positioning .
Performance Compensation
| Element | 2024 Grant Detail | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Director equity retainer) | 955 RSUs; grant-date value $50,000 | 1-year (fully vest at 1 year) | None disclosed for directors; RSUs are service-based |
| Dividends on RSUs | $1,165 (paid Jan 2025 upon vest) | Paid at vest | N/A |
- No stock options, PSUs, or performance-linked cash for directors are disclosed; director equity is service-based .
Other Directorships & Interlocks
- Public company boards: None listed in the nominee table for Wells .
- Other boards: Citizens Financial Corporation (current); Commonwealth Bancshares and Commonwealth Bank & Trust (2016–2022) .
- Family significant holder: Her parents (Darrell R. and Margaret C. Wells, and Darrell R. Wells Trust) beneficially own >5% of SYBT common stock (1,691,765 shares, 5.80%) per Schedule 13D; they have designation rights for a director under the Investor Agreement (Wells as designee) .
Expertise & Qualifications
- Capital markets and research exposure via Merrill Lynch; operational leadership experience from startup; international/geopolitical perspective via journalism .
- Committee expertise: Credit/portfolio risk, cybersecurity/information security and compliance oversight at the Credit and Risk Committee; trust oversight at the Bank’s Trust Committee .
- Not identified as an Audit Committee Financial Expert (those designated are Carl G. Herde and Richard A. Lechleiter) .
Equity Ownership
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 19,587 |
| Percent of Common Stock | <1% (represented by “*” in proxy) |
| SARs included (exercisable within 60 days) | 400 |
| Unvested Restricted Stock/RSUs included | 955 |
| Directors’ Deferred Compensation Plan shares | 0 (not listed for Wells) |
| Shares held as custodian for her children | 3,620 |
| Hedging/Pledging | Prohibited by policy |
| Stock Ownership Guidelines | Directors must own at least 5x annual cash retainer within 5 years of joining the Board |
Governance Assessment
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Positives
- Independence affirmed; committees are fully independent; strong governance framework (majority voting with resignation policy, executive sessions, mandatory retirement age) .
- High overall director attendance (≥98% of Board/committee meetings); Wells is active on risk and trust oversight committees .
- Ownership alignment: annual director RSUs; robust stock ownership guidelines; hedging/pledging prohibited .
- Director pay reviewed biennially with independent consultant (Aon); 2025 adjustments aim to maintain peer-median positioning—signal of disciplined compensation governance .
-
RED FLAGS / Watch items
- Arrangement-driven nomination: Wells was designated by principal shareholders (her parents/trust) under the Investor Agreement following the Commonwealth acquisition—creates a perceived independence risk despite formal independence determination .
- Related-party exposure: SYBT paid $298,000 in 2024 under a lease with Summit I Partners, Ltd., majority-owned by her father; lease was mutually terminated in 2024 (mitigates future conflict). The Nominating & Corporate Governance Committee noted additional votes against/abstaining for Wells linked to this lease—investor sensitivity remains a consideration .
- Annual meeting absence: Wells did not attend the 2024 Annual Meeting (attendance is encouraged for all directors) .
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Overall implication: While formal independence is affirmed and the related-party lease has been terminated, the designation via Investor Agreement and family’s >5% ownership necessitate continued monitoring of potential conflicts and shareholder sentiment. Wells’ committee placements (Credit & Risk and Trust) are influential in risk oversight, increasing the importance of transparency and engagement metrics .
