Michael W. Woods

About Michael W. Woods

Michael W. Woods is Senior Vice President and Principal Accounting Officer at Stock Yards Bancorp (SYBT), appointed September 3, 2025. He is 58, a CPA, and holds a B.S. in business administration from The Ohio State University, with 25+ years in financial reporting, internal controls, treasury, SEC reporting, and strategic planning . During Q3 2025 (early in his tenure), SYBT reported record net income of $36.2M and $1.23 diluted EPS; in 2022, company pay-versus-performance disclosures showed net income of $93.3M and adjusted diluted EPS of $3.86, providing context on performance trends pre-appointment .

Past Roles

Organization	Role	Years	Strategic Impact
Old National Bancorp	SVP & Corporate Controller; Principal Accounting Officer	2017–2022	Led corporate accounting/PAO functions, strengthening SEC/regulatory reporting and control environment .
FirstMerit Corporation	Co-Acting Corporate Controller	Not disclosed	Co-led corporate controller responsibilities during transition; enhanced reporting and controls .
KeyCorp	Various financial/accounting roles	Not disclosed	Advanced finance and accounting initiatives across large-bank platforms .

External Roles

Organization	Role	Years	Strategic Impact
—	—	—	No public external board roles disclosed .

Fixed Compensation

Year	Base Salary ($)	Target Bonus (%)	Equity Eligibility (% of Base)	Notes
2025	240,000	Up to 30%	Up to 20%	Compensation tied to company performance; initial grant of 1,000 restricted shares vesting over five years .

Performance Compensation

Metric	Weighting	Target	Actual	Payout	Vesting
Annual cash incentive	Not disclosed	Not disclosed	Not disclosed	Up to 30% of base (eligibility)	Cash, paid annually subject to performance .
Annual equity awards	Not disclosed	Not disclosed	Not disclosed	Up to 20% of base (eligibility)	Company equity plan terms apply .

PSUs and SARs metrics (EPS, ROAA vs peers) used for NEOs are disclosed in the 2025 proxy, but Woods’ individual metric weights/targets were not specified. SYBT’s compensation program emphasizes quantitative goals for short-term incentives and three-year EPS/ROAA for PSUs, with SARs vesting 20% per year over five years, aligning executive pay with shareholder value creation .

Equity Ownership & Alignment

Category	Amount	Date	Detail
Direct ownership (beneficial)	1,100 shares	09/29/2025	Includes 100-share open-market purchase at $69.9489; Form 4 filed 09/30/2025 .
Initial restricted stock grant	1,000 shares	09/03/2025	Granted on appointment; vests over five years (structure suggests retention focus) .
Pledging/Hedging	Not disclosed	—	No pledging/hedging disclosures specific to Woods; SYBT maintains general clawback and governance policies .
Stock ownership guidelines	Executive officer guidelines in place	Policy as of 2024–2025	CEO 6x base, President 4x, All Other NEOs 3x; executives must comply within five years—Woods’ specific multiple not disclosed .

Employment Terms

Provision	Terms
Role scope	Oversees accounting, SEC/regulatory/internal reporting, treasury, budgeting .
Change-in-control	Double trigger; severance equal to 1x base salary plus historic bonus upon change in control and qualifying termination within 24 months .
Non-compete / Non-solicit	Not disclosed for Woods; SYBT generally includes restrictive covenants within severance agreements for NEOs (durations vary by role) .
Clawback	Company may recover paid compensation within three years post-payment if laws/listing require, performance not met, or following restatement per SOX 304 .
Related party/conflicts	None disclosed; no familial relationships or related-party transactions reported .
Contract term	Not disclosed; compensation arrangements detailed in Item 5.02 without a separate employment agreement .

Vesting Schedules and Insider Activity

Award/Transaction	Quantity	Vesting/Timing	Economics
Restricted stock grant	1,000 shares	Vests over five years	Standard RS vest; aligns retention with long-term value .
Open-market purchase	100 shares	09/29/2025	Price $69.9489; post-transaction ownership 1,100 shares .

Compensation Structure Context (SYBT Program)

Component	Design	Link to Performance	Typical Terms
Base salary	Market competitive	Basis for incentives	Fixed .
Short-term cash incentives	100% quantitative to corporate and business line goals	EPS and line metrics; payouts at threshold/target/maximum	Annual; Committee-approved .
PSUs	Three-year EPS growth and ROAA vs peers	Earned at threshold/target/maximum; 1-year holding after vest	75% of LTI value at target in 2024; paid in shares; CIC pays at target .
SARs	Value realized only from stock price appreciation	Five-year ratable vest; ten-year term	25% of LTI value in 2024 .

Investment Implications

Alignment/retention: Initial five-year RS grant and eligibility for ongoing equity awards signal strong retention design; double-trigger CIC severance at 1x is modest versus NEOs (2–3x), limiting “golden parachute” risk while providing standard protection .
Trading signal: Early-tenure open-market purchase (100 shares at ~$69.95) suggests confidence and minimal near-term selling pressure; total direct holdings remain small, reducing overhang risk .
Governance: No related-party ties or familial relationships; covered by company clawback policy and stock ownership guidelines for executive officers—supports pay-for-performance alignment and governance quality .
Execution risk: Woods’ deep accounting/PAO experience at Old National, FirstMerit, and KeyCorp reduces control/reporting risk during growth cycles; his remit spans SEC reporting and treasury, directly impacting financial integrity and balance sheet discipline .
Performance backdrop: SYBT delivered record earnings in Q3 2025; prior pay-versus-performance data shows multi-year TSR and earnings growth, providing a constructive operating context as Woods steps into the PAO role .