T. Clay Stinnett
About T. Clay Stinnett
T. Clay Stinnett is Chief Financial Officer (CFO) of Stock Yards Bancorp (SYBT) and Stock Yards Bank & Trust, appointed effective May 1, 2019; he previously served as EVP/Chief Strategic Officer since 2011, SVP/Chief Strategic Officer since 2005, and joined the Bank in 2000 as VP-Finance after public accounting; he is a CPA and holds a bachelor’s in accounting from Transylvania University; he was age 45 at the time of his 2018 appointment announcement . Company performance highlights underpinning incentive design include 2024 net income of $114.5 million and diluted EPS of $3.89, with total revenue a record $352.6 million (vs. $340.1 million in 2023) . SYBT’s pay-versus-performance data shows strong multi-year TSR vs peers (e.g., 2023 TSR value of initial $100 investment at $137.87 vs. peer group $84.70), alongside net income and EPS trends used in incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stock Yards Bancorp / Bank | VP-Finance | 2000 → | Led financial reporting; foundation for later CFO role |
| Stock Yards Bancorp / Bank | SVP & Chief Strategic Officer | 2005 → 2011 | Corporate development, strategic planning, expansion and product evaluation |
| Stock Yards Bancorp / Bank | EVP & Chief Strategic Officer | 2011 → 2019 | Oversaw potential expansion and acquisitions; continued operational oversight |
| Stock Yards Bancorp / Bank | CFO | Effective May 1, 2019 → Present | Senior financial leadership through growth and acquisitions; oversight of finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Housing Partnership, Inc. | Board Chair | Not disclosed | Community development leadership |
| Downtown Housing Assistance Fund | Loan Committee Chair | Not disclosed | Credit oversight for community lending |
| Kentucky Society of CPAs | Committee Chair | Not disclosed | Professional leadership; CPA credential |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | All Other Compensation – Key Components |
|---|---|---|---|---|
| 2024 | 425,000 | 45% | 191,250 | 401(k) match $20,700; ESOP contribution $6,900; Nonqualified plan contribution $40,400; Other $3,300 |
| 2023 | 425,000 | 45% | 191,250 | All other comp total $71,404 |
| 2022 | 400,000 | 45% | 180,000 | All other comp total $66,693 |
Performance Compensation
Short-Term Cash Incentive (Annual)
| Metric | Weighting | Threshold | Target | Maximum | Actual (2024) | Payout (% of Salary) |
|---|---|---|---|---|---|---|
| Diluted EPS | 100% | $3.22 (9%) | $3.36 (45%) | $3.53+ (90%) | $3.89 | 90% (Actual earned $382,500) |
- Design notes: CFO’s annual bonus is exclusively tied to Company EPS; hurdle structure means no payout if diluted EPS below threshold .
Long-Term Incentives (Equity)
| Component | Grant Date | Grant Size (Units) | Exercise/Base Price ($) | Grant Date Fair Value ($) | Mix & Weighting | Vesting |
|---|---|---|---|---|---|---|
| PSUs | 2/14/2024 | 4,951 target | N/A | 207,160 | 75% of LTI value; PSU portion weighted 50% EPS (3-year cumulative) and 50% ROAA vs peers | Earned over 3 years; 1-year post-vesting hold |
| SARs | 2/14/2024 | 4,943 | 47.95 | 69,046 | 25% of LTI value | 20% per year over 5 years; 10-year term |
PSU Design Detail (2024 Plan)
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| 3-year Cumulative EPS | 50% | Not disclosed (set above annual EPS targets) | Not disclosed | Not disclosed |
| ROAA vs peers (banks with $6–$16B assets) | 50% | 80th percentile | 85th percentile | 90th percentile |
2024 Equity Grant Value vs Salary
| Base Salary ($) | PSUs at Target ($) | SARs ($) | Total Direct at Target ($) |
|---|---|---|---|
| 425,000 | 207,160 | 69,046 | 892,456 |
Vesting Schedules (Forward View)
| Instrument | Specific Schedule |
|---|---|
| SARs | 20% per year, series vesting across multiple grant dates; for Stinnett, total unexercisable 13,162 and exercisable 39,680 as of 12/31/2024 . |
| PSUs | Estimated vesting outcomes: 2,669 on 12/31/2025; 12,379 on 12/31/2026 based on “most likely” performance assumptions as of 12/31/2024 . |
Realizations (2024)
| Type | Shares | Value Realized ($) |
|---|---|---|
| SARs exercised | 5,481 | 216,774 |
| PSUs vested (preliminary) | 1,300 | 93,093 |
Equity Ownership & Alignment
| Beneficial Ownership (12/31/2024) | % Outstanding | Components/Notes |
|---|---|---|
| 118,745 shares | <1% | Includes spouse 488 and custodian 190 |
| KSOP shares | — | 13,592 |
| SARs counted as beneficial if exercisable ≤60 days | — | 44,126 |
| Stock Ownership Guidelines | — | All other named executive officers: 3x base salary; all NEOs compliant |
| Anti-Hedging/Pledging Policy | — | Hedging and pledging generally prohibited |
Outstanding Equity (12/31/2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Key Strikes (Selected) | |---|---|---| | SARs/Options aggregate | 39,680 | 13,162 | 25.76; 40.00; 35.90; 36.65; 38.18; 37.30; 50.71; 54.91; 60.76; 47.95 | | PSUs unearned/unvested | 15,048 total (2,669 2025; 12,379 2026) | — | PSU payout subject to EPS and ROAA outcomes |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | No general severance; CICS agreements only |
| Change-in-control severance (CFO) | Double-trigger; 3x highest base salary (last 6 months) + highest annual cash bonus from current or prior 2 years |
| Equity upon CoC | Awards vest only if both change in control and employment ends within 24 months; PSUs paid at target under CoC |
| Health benefits post-severance | Right to participate at executive’s cost for 3 years |
| Restrictive covenants | Non-compete 18 months within 50-mile radius; non-solicit 18 months |
| 280G treatment | Cutback below excise threshold if net benefit higher; no tax gross-ups |
| Clawback | SEC/Nasdaq-compliant clawback for restatements; no indemnification or insurance reimbursement |
Estimated CoC Payouts (as of 12/31/2024)
| Officer | CICS Severance ($) | Value of Unvested Awards if Accelerated ($) | Total Potential Value ($) |
|---|---|---|---|
| T. Clay Stinnett | 2,251,309 | 888,451 | 3,139,760 |
Compensation Structure Analysis
- Annual bonus strictly EPS-based for CFO; 2024 exceeded maximum EPS level and paid 90% of salary, evidencing direct linkage to profitability outcomes .
- LTI skewed to performance equity (PSUs 75% by value) with demanding ROAA percentiles and undisclosed but elevated EPS hurdles, plus 1-year post-vesting hold—strong alignment features .
- Governance protections: clawback policy, anti-hedging/pledging, no option/SAR repricing without shareholder approval, and no excise tax gross-ups .
Say-on-Pay & Peer Group
- Say-on-Pay approval: 98% of votes cast in favor at 2024 Annual Meeting, indicating strong shareholder support for program design .
- 2024 compensation peer group: 21 regional banks selected with revenue, asset size, and market criteria; peers include 1st Source (SRCE), Amerant (AMTB), Berkshire Hills (BHLP), City Holding (CHCO), CBU, FBK, BUSE, FFIN, GSBC, HBNC, NBHC, PRK, PGC, QCRH, SASR, SBSI, FBMS, TMP, UVSP, VBTX, WASH; median metrics provided for benchmarking .
Performance & Track Record
| Metric | Period | Value |
|---|---|---|
| Net Income ($mm) | 2024 | 114.5 |
| Diluted EPS ($) | 2024 | 3.89 |
| Total Revenue ($mm) | 2024 | 352.6 vs. 340.1 in 2023 |
| Pay vs Performance – TSR ($) | 2023 | Company $137.87; Peer $84.70 |
| Pay vs Performance – Net Income ($mm) | 2023 | 107.7 |
| Pay vs Performance – Diluted EPS ($) | 2023 | 3.67 |
- The Compensation Committee emphasizes ROAA/ROAE top-quartile positioning and five-year TSR comparisons; 2024 ROAA 1.37% ranked 82nd percentile and ROAE 12.77% ranked 90th percentile within the peer group used for comp decisions .
Equity Ownership & Insider Activity Signals
- Ownership guidelines: CFO required minimum ownership at 3x salary; all NEOs in compliance—reduces misalignment risk .
- Insider activity: 2024 SAR exercises (5,481 shares, $216,774 realized) and PSU vesting (1,300 shares, $93,093) indicate some monetization; SARs are performance-contingent (value only if stock appreciates), reducing mechanical selling pressure vs time-based RSUs .
Investment Implications
- Pay-for-performance alignment is strong: EPS-only annual bonus with strict hurdle and PSU framework anchored on multi-year EPS and high ROAA percentiles suggest robust linkage to fundamentals and shareholder value .
- Retention risk appears managed via double-trigger CoC, non-compete/non-solicit, and significant equity at risk; no tax gross-up and anti-hedging/pledging policies are shareholder-friendly .
- Near-term selling pressure is modest: while SAR exercises occurred in 2024, aggregate unexercised SARs and unearned PSUs imply continued equity exposure and alignment; PSU post-vesting holding adds stickiness .
- Shareholder support (98% say-on-pay) and peer benchmarking via independent consultant (Aon) signal disciplined compensation governance, supporting confidence in incentive integrity and execution quality .
