Philip S. Poindexter
About Philip S. Poindexter
Philip S. Poindexter is President of Stock Yards Bancorp, Inc. and Stock Yards Bank & Trust Company (appointed October 2018), and a management director of the Board since 2022; he is age 58 as of December 31, 2024 . He joined the Bank in 2004, previously serving as Director of Commercial Lending (2004–2008) and Chief Lending Officer (2008–2018), where he oversaw record levels of organic loan growth and promoted a sales/referral culture driving non-interest income . 2024 operating performance under management included net income of $114.5 million (EPS $3.89), total revenue of $352.6 million, ROAA of 1.37% (82nd percentile), and ROAE of 12.77% (90th percentile) . The Company presents five-year TSR comparisons versus peer groups and emphasizes EPS-driven pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NCNB Bank (now Bank of America) | Commercial Lender | 1989–1992 | Entry into commercial banking; foundation of lending expertise |
| PNC Bank (Louisville) | Corporate Banker | 1992–1994 | Corporate banking coverage in Louisville market |
| Jefferson Banking Co. (predecessor to BB&T) | City Executive | 1994–2004 | Led all commercial banking functions for Louisville region |
| Stock Yards Bank & Trust | Director of Commercial Lending | 2004–2008 | Built commercial platform and pipeline; precursor to CLO role |
| Stock Yards Bank & Trust | Chief Lending Officer | 2008–2018 | Record organic loan growth; institutionalized sales/referral culture |
| Stock Yards Bancorp/Bank | President | Oct 2018–present | Executive leadership across lines; strong earnings and growth metrics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Greater Louisville Inc. | Director | n/a | Listed on company IR profile |
Board Governance
- Board service: Management director (not independent), director since 2022 .
- Committee roles: Management directors do not serve on Board committees; current Board committees (Audit, Compensation, Nominating & Corporate Governance, Credit & Risk; Trust Committee at the Bank) are all comprised of independent directors .
- Lead Independent Director: Stephen M. Priebe .
- Director compensation: Employee directors (Hillebrand, Poindexter) receive no compensation for director service; non-employee director program includes cash/equity retainers, but not applicable to Poindexter .
- Dual-role implications: As President and management director, Poindexter is non-independent and does not sit on committees, mitigating independence concerns at the committee level; CEO/Chairman dual role pertains to Hillebrand, not Poindexter .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 465,000 | 500,000 | 500,000 |
| All Other Compensation ($) | 78,211 | 83,817 | 84,220 |
2024 All Other Compensation detail:
| Item | Amount ($) |
|---|---|
| 401(k) match | 20,700 |
| ESOP contribution | 6,900 |
| Nonqualified plan contribution | 52,400 |
| Other | 4,220 |
Performance Compensation
Annual cash incentive (2024):
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Diluted EPS | 100% | $3.22 → 10% of salary | $3.36 → 50% of salary | ≥$3.53 → 100% of salary | $3.89 | 100% of base ($500,000) |
Long-term incentives (2024 grant; standard vesting: PSUs 100% after 3 years + 1-year holding; SARs vest 20% annually over 5 years; SARs 10-year term) :
| Vehicle | % of Base Salary | Number Granted | Grant Date | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (target) | 70% | 6,273 | 2/14/2024 | 262,468 | 3-year performance; 1-year post-vest holding |
| SARs | 25% of LTI mix | 6,263 | 2/14/2024 | 87,494 | 20%/yr over 5 years; expires 2/12/2034; strike $47.95 |
PSU design (2024; percentages of base salary earnable per component) :
| Component | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| 3-year cumulative EPS | 50% | 10.50% | 26.25% | 65.63% |
| 3-year ROAA vs peers | 50% | 10.50% (≥80th percentile) | 26.25% (85th percentile) | 65.63% |
PSU payoff context (2019–2024 cycles):
- 2022-granted PSUs (performance period 2022–2024) expected to earn target on EPS portion; no award on ROAA portion (below threshold) .
Equity Ownership & Alignment
Beneficial ownership (as of 12/31/2024):
| Item | Amount |
|---|---|
| Shares beneficially owned | 119,177 (includes 291 as custodian for children) |
| Percent of outstanding | <1% |
| KSOP shares | 14,891 |
| SARs deemed outstanding for ownership disclosure | 52,955 |
Outstanding equity awards (as of 12/31/2024):
| Category | Count | Notes |
|---|---|---|
| SARs exercisable | 46,980 | Multiple tranches; sample strikes include $40.00, $35.90, $39.32, $36.65, $37.30, $50.71, $54.91, $60.76 |
| SARs unexercisable | 17,228 | Includes 6,263 SARs at $47.95 expiring 2/12/2034 |
| PSUs unearned (equity incentive awards) | 15,684 (value $1,123,131) | Performance-based; payout at target if CIC occurs |
| Additional unearned units | 3,382 (value $242,185) | Prior cycle units reflected in table |
Alignment policies:
- Executive stock ownership guidelines: President must hold ≥4x base salary; all NEOs in compliance (except new EVP Budnick) .
- Anti-hedging/anti-pledging: Hedging and pledging of Company stock prohibited; margin accounts generally prohibited .
- Clawbacks: General clawback for performance-based awards (3-year lookback) and SEC/Nasdaq 10D policy for restatements; no indemnification or insurance reimbursement for clawed back amounts .
Nonqualified deferred compensation (as of 2024):
| Item | Amount ($) |
|---|---|
| Executive contributions (2024) | 30,000 |
| Company contributions (2024) | 53,600 |
| Aggregate balance (12/31/2024) | 1,427,904 |
Employment Terms
Change-in-control (CIC) severance and restrictive covenants:
- CIC severance: If terminated without cause or resigns for good reason during negotiations or within 2 years post-CIC, severance equals 3× (highest monthly base within prior 6 months × 12) + highest annual cash bonus paid in current or prior two fiscal years; double trigger required for equity vesting; PSUs pay at target upon CIC .
- Estimated CIC payout (as of 12/31/2024): Severance $3,000,000; value of accelerated unvested equity/SARs $1,139,051; total potential $4,139,051 .
- Health benefits: Right to participate in Bank health plans (at executive cost) for 3 years following a covered severance .
- Non-compete: 18-month prohibition on competing within a 50-mile radius of any Bank office post-severance (Hillebrand, Poindexter, Stinnett) .
- Non-solicit: 18-month prohibition on soliciting customers/employees post-termination .
- Tax gross-ups: None; agreements allow “best-net” cutback to avoid 280G excise tax .
- Release requirement: Payment contingent on executive releasing claims against Bancorp and Bank .
Compensation Summary (Total Direct Pay)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 465,000 | 500,000 | 500,000 |
| Bonus | – | – | – |
| Stock Awards (PSUs) | 167,353 | 262,468 | 262,468 |
| Option Awards (SARs) | 55,797 | 87,494 | 87,494 |
| Non-Equity Incentive (Cash) | 372,000 | – | 500,000 |
| All Other Compensation | 78,211 | 83,817 | 84,220 |
| Total | 1,138,361 | 933,779 | 1,434,182 |
Compensation Committee and Benchmarking
- Compensation Committee: Chaired by Richard A. Lechleiter; members Priebe (Lead Independent Director), Saunier, Schutte; operates under charter; independent directors only .
- Governance practices: Independent consultant engagement; clawbacks; additional holding period post-vesting; no excise tax gross-ups; no option/SAR repricing without shareholder approval .
- Say-on-Pay: 98% approval at 2024 Annual Meeting, consistent with prior years .
Performance & Track Record Highlights
- 2024 net income/EPS: $114.5 million; $3.89 diluted EPS .
- 2024 revenue: $352.6 million, record level .
- Loan growth: $749 million net loan growth (ending balances +13%) .
- Profitability vs peers: ROAA 1.37% (82nd percentile); ROAE 12.77% (90th percentile) .
- Recognition: Named a “Sm-All Star” by Piper Sandler among top-performing small-cap banks .
Equity Ownership & Director Details (Board)
- Nominee table confirms Poindexter as President, non-independent, director since 2022; no seats on other public company boards .
- Stock ownership information table provides detailed beneficial holdings and KSOP balances .
Investment Implications
- Alignment strong: EPS-only annual cash incentive (100% weight) paired with rigorous PSU metrics (50% cumulative EPS; 50% ROAA vs peers at 80–85th percentile thresholds) promotes earnings discipline and capital efficiency; 2024 EPS at maximum drove full bonus payout, while PSU ROAA component can zero out if relative profitability softens—reducing windfall risk .
- Retention vs selling pressure: Significant unexercisable SARs (17,228) and unearned PSUs (15,684; $1.12M value) plus a one-year holding requirement post-PSU vesting temper near-term selling; hedging/pledging prohibitions further align interests, while multi-year vesting schedules create retention hooks .
- Change-in-control economics: 3x salary+highest bonus with double-trigger vesting could create meaningful payout optionality (~$4.14M as of 12/31/2024), but absence of tax gross-ups and best-net cutback mitigate shareholder-unfriendly features; restrictive covenants (18-month non-compete/non-solicit) reduce transition risk .
- Governance quality: Management-director status without committee service preserves committee independence; high say-on-pay support (98%) and formal clawbacks/ownership guidelines signal robust governance and pay discipline .
- Execution track record: Loan growth and revenue records under management support continued value creation, but PSU outcomes demonstrate that relative ROAA can constrain equity vesting—investors should monitor margin/credit cycles and peer-relative profitability to gauge forward incentive realization risk .
