Shannon B. Arvin
About Shannon B. Arvin
- Independent director of Stock Yards Bancorp (SYBT) since 2021; age 50 as of 12/31/2024; currently President & CEO of Keeneland Association .
- Board roles: Member, Nominating & Corporate Governance Committee; Chair, Bank Trust Committee .
- Background: Former member of Stoll Keenon Ogden PLLC (served on firm’s Board and Executive Committee); corporate counsel to Keeneland since 2008; secretary and Keeneland director since 2015 .
- Independence: Board affirmatively determined she is independent under Nasdaq and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stoll Keenon Ogden PLLC | Member; Board of Directors; Executive Committee | Prior to Keeneland CEO (not dated in proxy) | Corporate/securities/M&A/banking legal background; governance and executive leadership credentials . |
| Keeneland Association | Corporate counsel; Secretary; Director | Corporate counsel since 2008; Secretary/Board since 2015 | Deep industry/regulatory experience relevant to fiduciary oversight . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Keeneland Association | President & CEO | No | Current principal occupation . |
| The Lexington School | President of the Board | No | Community leadership . |
| Thoroughbred Owners and Breeders’ Association | Trustee | No | Industry governance . |
| National Museum of Racing Hall of Fame | Trustee | No | Industry governance . |
| The Jockey Club; The Jockey Club Safety Net Foundation | Member | No | Industry affiliations . |
| National Thoroughbred Racing Association | Chairman of the Board | No | Industry leadership . |
| Other public company boards | — | — | None disclosed . |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Independent director under Nasdaq and company standards . |
| Committee assignments | Nominating & Corporate Governance (member); Bank Trust Committee (Chair) . |
| Attendance | All directors attended ≥98% of Board and committee meetings in 2024 . |
| Annual shareholder meeting | Did not attend 2024 Annual Meeting (along with one other director) . |
| Executive sessions | Executive sessions of non‑management directors occur at Board and committee meetings . |
| Lead Independent Director | Stephen M. Priebe (Lead Independent Director) . |
Fixed Compensation
- 2024 Non‑employee director compensation for Arvin (grant under 2015 Omnibus Plan; RSUs vest after 1 year; dividends held until vest):
- Cash fees: $67,850; Stock awards: $50,000 (955 RSUs); Dividends (all other): $1,165; Total: $119,015 .
- RSU grant sizing: $50,000 ÷ fair value on grant date; each director received 955 RSUs in January 2024; vest fully one year from grant; dividends paid at vest in Jan 2025 .
| 2024 Director Pay (USD) | Amount |
|---|---|
| Fees earned or paid in cash | $67,850 |
| Stock awards (RSUs) | $50,000 (955 shares) |
| All other (dividends on RSUs) | $1,165 |
| Total | $119,015 |
- 2025 approved director program (effective Jan 1, 2025):
- Board member cash retainer: $48,000; Board member equity retainer: $54,000; Board per‑meeting fee: $1,625; Committee per‑meeting fees: Audit $1,200; Compensation $800; Nominating & Corporate Governance $800; Credit & Risk $900; Trust $800; Additional chair retainers: Audit $15,000; Compensation $12,000; Nominating $3,000; Credit & Risk $9,000; Trust $4,000; Lead Independent Director additional $20,000 .
- Implication for Arvin: As Trust Committee Chair, eligible for $4,000 chair retainer under the 2025 structure and Trust Committee chair listing .
Performance Compensation
- Non‑employee directors do not receive performance‑conditioned incentives; equity is time‑based RSUs (no performance metrics). The company’s executive pay programs use EPS/ROAA metrics, but these do not apply to director compensation .
| Performance Metric | Weight/Target | Outcome | Applies to Director Pay? |
|---|---|---|---|
| None (director equity is time‑vested RSUs) | N/A | N/A | No |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Not disclosed in proxy (none listed) . |
| Interlocks/conflicts | Board reviewed related transactions; none identified that impaired independence; specific related‑party lease was tied to another director’s family and was terminated in 2024; no Arvin‑related transactions disclosed >$120,000 in 2024 . |
Expertise & Qualifications
- Skills matrix flags for Arvin: Executive Leadership; Legal & Regulatory; Sales & Marketing; Community Engagement; Strategic Planning; Corporate Governance; Small Business; Customer Experience .
| Skill/Experience | Present for Arvin |
|---|---|
| Executive Leadership | Yes |
| Legal and Regulatory | Yes |
| Sales and Marketing | Yes |
| Community Engagement | Yes |
| Strategic Planning | Yes |
| Corporate Governance | Yes |
| Small Business | Yes |
| Customer Experience | Yes |
Equity Ownership
- Beneficial ownership as of 12/31/2024: 5,371 shares (<1% of outstanding) .
- Equity detail included in beneficial ownership table: 600 SARs (exercisable or within 60 days) and 955 unvested restricted stock grants included in totals per footnote methodology .
- Directors’ Deferred Compensation Plan shares: none for Arvin (“–”); program allows fee deferrals, with ~94% of aggregate director balances invested in company stock as of 12/31/2024 (program‑level stat) .
- Stock ownership guideline: Non‑management directors must own ≥5× annual cash retainer within 5 years of joining; enforcement at Committee discretion; hedging and pledging of SYBT stock prohibited for directors and executive officers .
| Ownership Element | Amount/Status |
|---|---|
| Beneficially owned shares | 5,371 (<1%) |
| SARs included (exercisable/60‑day) | 600 |
| Unvested restricted stock grants | 955 |
| Deferred comp plan shares | None for Arvin |
| Hedging/Pledging policy | Prohibited for directors and officers |
| Director ownership guideline | ≥5× cash retainer within 5 years of joining |
Governance Assessment
-
Strengths
- Independent status with governance experience; chairs the Bank’s Trust Committee and serves on Nominating & Corporate Governance—positions aligned with board effectiveness and fiduciary oversight .
- Strong attendance overall at Board/committee meetings across the Board (≥98%); rigorous governance practices (majority voting, mandatory retirement age, executive sessions) .
- Director equity retainer and widespread use of stock in director deferrals align interests; hedging/pledging prohibited; robust stock ownership guideline (5× cash retainer) .
- High say‑on‑pay support (98% in 2024) indicates broad investor confidence in compensation governance (company‑level signal) .
-
Watch items / potential red flags
- Missed 2024 Annual Meeting of Shareholders (attendance otherwise strong; single data point) .
- No disclosed related‑party transactions involving Arvin, but ongoing board‑level oversight warranted for any dealings connected to Keeneland or other affiliations (none disclosed >$120k in 2024; independence affirmed) .
-
Compensation structure context
- 2025 director program increases cash/equity retainers and sets explicit chair retainers; as Trust Committee Chair, Arvin’s additional $4,000 retainer is modest relative to Audit/Comp chairs, consistent with bank practices; no meeting fees for Board itself beyond per‑meeting amounts, and committee per‑meeting fees are moderate .
- Director equity remains time‑based (no performance metrics), standard among banks to preserve independence .
Appendix: Board & Committee Structure Snapshot (for context)
| Committee | Composition/Notes |
|---|---|
| Audit | Independent members; 2024 meetings: 5; financial experts identified (Herde, Lechleiter) . |
| Compensation | Independent; sets executive pay metrics (EPS/ROAA for executives) . |
| Nominating & Corporate Governance | Independent; manages independence review, board composition, succession; Arvin is a member . |
| Credit & Risk | Oversees core banking risks . |
| Trust (Bank) | Oversees trust department; Arvin is Chair . |
Notes:
- Section 16 compliance: All required filings timely for 2024 (company‑level) .
- No director term limits; mandatory retirement age of 70 .
- Director nomination/election standards: majority voting in uncontested elections; resignation policy for failures to receive majority .
