Stephen M. Priebe

About Stephen M. Priebe

Stephen M. Priebe, age 61, is President of Hall Contracting of Kentucky and a registered professional civil engineer; he has served on Stock Yards Bancorp’s Board since 2012 and is currently the Lead Independent Director, Chair of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee . The Board has affirmatively determined he is independent under Nasdaq standards and the Company’s Corporate Governance Guidelines .

Past Roles

External Roles

Board Governance

• Lead Independent Director; responsibilities include presiding at executive sessions (held at least twice annually), calling special meetings of independent directors/committees, serving as liaison between CEO and directors, approving Board agendas/schedules/materials, and consulting/communicating with shareholders where appropriate .
• Committee assignments (2025 proxy): Chair, Nominating & Corporate Governance; Member, Compensation; not listed on Audit, Credit & Risk, Trust (Bank) .
• Committee meeting activity (2024): Nominating & Corporate Governance Committee held 4 meetings; Compensation Committee held 7; Audit Committee held 5; Credit & Risk held 4; Trust Committee details elsewhere in proxy .
• Attendance: All directors attended at least 98% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting except Mses. Arvin and Wells (implying Mr. Priebe attended) .
• Independence: Board annually reviews independence and affirmed Mr. Priebe is independent; any material relationships would trigger removal from certain committees .

Fixed Compensation

• Director compensation program effective January 1, 2025 (cash + equity; biennial review by Aon):
  | Component | Member Cash Retainer ($) | Member Equity Retainer ($) | Member Per Meeting Fee ($) | Chair Additional Cash Retainer ($) | Lead Director Additional Cash Retainer ($) | |---|---:|---:|---:|---:|---:| | Board of Directors | 48,000 | 54,000 | 1,625 | — | 20,000 | | Audit Committee | — | — | 1,200 | 15,000 | — | | Compensation Committee | — | — | 800 | 12,000 | — | | Nominating & Corporate Governance Committee | — | — | 800 | 3,000 | — | | Credit & Risk Committee | — | — | 900 | 9,000 | — | | Trust Committee (Bank) | — | — | 800 | 4,000 | — |

• 2024 actual compensation for Mr. Priebe:
  | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Nonqualified Deferred Comp Earnings ($) | All Other ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:|---:| | 2024 | 89,250 | 50,000 | — | — | — | 1,165 | 140,415 |

• Directors may defer fees under a Director Nonqualified Deferred Compensation Plan; approximately 94% of aggregate director balances were invested in Company stock as of Dec 31, 2024 .

Performance Compensation

• Annual Director RSU grant (January 2024):
  | Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Dividend Treatment | |---|---|---:|---:|---|---| | RSU (2015 Omnibus Plan) | January 2024 | 955 | 50,000 | Fully vest one year from grant; vested January 2025 | Dividends held until vest; 2024 award dividends paid January 2025 |

Other Directorships & Interlocks

• Seats on other public company boards: None .
• Interlocks/conflicts: The Nominating & Corporate Governance Committee and Audit Committee review related-person transactions; no transactions in 2024 with related persons over $120,000 except a lease related to a >5% shareholder (not involving Mr. Priebe); the Committee determined no director relationships impaired independence .
• Banking transactions with directors/officers and related interests are conducted under Regulation O at market terms; loans totaled $97 million (≈8.0% of consolidated stockholders’ equity) at December 31, 2024; Board reviews such extensions of credit .

Expertise & Qualifications

• Registered professional civil engineer; President of a diversified construction firm (heavy/asphalt/civil/pipeline/highway/bridge) since a career start in 1986 .
• Cited for business acumen, familiarity with local/regional economy, and governance leadership as Lead Independent Director and Nominating & Corporate Governance Chair .

Equity Ownership

• Anti-hedging and anti-pledging: Directors are prohibited from hedging or pledging Company stock; holding in margin accounts or engaging in derivative hedges is generally prohibited .
• Director stock ownership guidelines: Non-management directors must own Common Stock equal to at least 5x annual cash retainer within five years of joining the Board and maintain thereafter; enforcement discretion resides with Nominating & Corporate Governance Committee .

Governance Assessment

• Board effectiveness: Strong independent leadership via Lead Independent Director role (held by Mr. Priebe); independent oversight provided by fully independent Audit, Compensation, Nominating & Corporate Governance, Credit & Risk, and Trust (Bank) committees; robust meeting cadence and high attendance (≥98%) support engagement .
• Compensation governance: Compensation Committee (Chair Lechleiter; members Priebe, Saunier, Schutte) reviewed pay practices, maintains clawback policies for executives, and uses an independent consultant (Aon) for director compensation benchmarking; 2025 director pay program modestly increased to maintain peer median positioning .
• Say-on-pay and shareholder support: 2025 advisory vote on NEO compensation passed (For: 19,081,138; Against: 486,460; Abstain: 96,689), indicating broad support for compensation practices . Mr. Priebe’s 2025 election results: For 18,624,199; Against 1,008,728; Abstain 31,360 .
• Conflicts/related-party exposure: No Priebe-specific related-person transactions disclosed over $120,000 in 2024; director/officer loans exist under Reg O at market terms and are Board-reviewed—an area to monitor for perceived conflicts though managed under regulatory frameworks .
• RED FLAGS:
  • Shares pledging/hedging prohibited by policy (mitigates alignment risk) .
  • No director-specific related-party transactions disclosed for Mr. Priebe (reduces conflict risk) .
  • High attendance and clear lead director responsibilities bolster board oversight quality .

Overall, Mr. Priebe’s governance profile shows strong independent leadership (Lead Director, Nominating Chair), active committee work (Compensation), high engagement, and straightforward director pay with annual RSUs and meeting/role-based cash retainer, with no disclosed related-party conflicts and robust shareholder support in the latest election .