KENTUCKY BANCSHARES, INC.

339 Main Street

Paris, KY  40361

(859) 987-1795

 

Notice of Annual Meeting of Shareholders
to be held May 21,  2019

 

April 15, 2019

 

To Our Shareholders:

 

The annual meeting of the shareholders of Kentucky Bancshares, Inc. will be held as follows:

 

 

All Shareholders are cordially invited to attend the Annual Meeting.  Whether or not you expect to attend the Annual Meeting in person, please sign and date the enclosed Proxy, and return it promptly so your shares of stock may be voted.

 

Thank you for your time and consideration.  Please feel free to contact my office should you have any questions.

 

 

 

 

 

YOUR VOTE IS IMPORTANT

 

Please vote by telephone, internet, or mark, sign, date, and return the accompanying proxy immediately even if you plan to attend the Annual Meeting.

 

Information about Attending the Annual Meeting

 

If you plan to attend the meeting, please bring the following:

 

1.  Proper identification.

2.  Acceptable Proof of Ownership if your shares are held in “street name.”

 

Street Name means your shares are held of record by brokers, banks or other institutions.

 

Acceptable Proof of Ownership is (a) a letter from your broker stating that you owned Kentucky Bancshares, Inc. stock on the record date or (b) an account statement showing that you owned Kentucky Bancshares, Inc. stock on the record date.

 

Only shareholders of record on the record date may attend or vote at our Annual Meeting of Shareholders.

KENTUCKY BANCSHARES, INC.

339 Main Street
Paris, KY  40361

 

The 2018 Annual Report to Shareholders and our Annual Report on Form 10-K for the period ending December 31, 2018, which include our financial statements, are being mailed to shareholders together with these proxy materials on or about April 15,  2019.

 

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Kentucky Bancshares, Inc. (the “Company,” “we,” “us,” or “our”) for use at our Annual Meeting of Shareholders to be held on May 21,  2019, and at any adjournments (the “Annual Meeting”).

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 21,  2019.

 

This proxy statement, form of proxy, our 2018 Annual Report to Shareholders, and our Annual Report on Form 10-K for the period ending December 31, 2018, which includes financial statements, are available at www.envisionreports.com/ktyb.

 

Directions to Shareholder Meeting.

 

Our shareholder meeting will be held at Kentucky Bank’s main office located at 339 Main Street, Paris, Kentucky.  If you need directions, please contact our Secretary at Kentucky Bancshares, Inc., 339 Main Street, Paris, Kentucky 40361, Attention: Gregory J. Dawson, Secretary or call our office at (859) 988-1303.

 

Who Can Vote; Voting Rights.

 

Each share of our common stock that you held on the record date entitles you to one vote on any matter, other than the election of directors that may properly come before the Annual Meeting.  In the election of directors, each holder of shares of our common stock has “cumulative voting rights.”

 

“Cumulative voting rights” means you are entitled to multiply the number of shares of common stock you hold by the number of directors to be elected and cast the total for a single nominee or divide the votes in any manner among the nominees.  This is in contrast to “regular” or “statutory” voting in which you may only cast the total number of shares of common stock you hold for any single director nominee.  For example, we have three director nominees.  If you hold 500 shares (with one vote per share), under the regular method you could vote a maximum of 500 shares for each one candidate (giving you 1,500 votes total—500 votes per each of the three candidates). With cumulative voting, you are afforded the 1,500 votes from the start and could choose to vote all 1,500 votes for one candidate, 750 each to two candidates, or otherwise divide your votes whichever way you wanted.

 

If you choose to exercise your cumulative voting rights, you will not be able to vote by internet or telephone.  If, however; you choose to vote for or against each director nominee, then you may vote by internet or telephone.

 

On the record date, there were 5,981,326 shares of our common stock issued and outstanding.

 

Quorum and Votes Required.

 

Quorum.  A quorum at the Annual Meeting is at least a majority of the outstanding shares of our common stock entitled to vote present in person or represented by proxy.  Shares of our common stock represented by properly executed and returned proxies will be treated as present at the Annual Meeting.  Shares of our common stock present at the Annual Meeting that abstain from voting or that are the subject of broker non-votes will be counted as present for purposes of determining a quorum.

 

Votes Required.  Our corporate Secretary will count votes cast at the Annual Meeting.  Our directors are elected by cumulative voting of the votes cast at the Annual Meeting.  The three director nominees receiving the most votes for director positions expiring in 2019 will be elected directors.  Our proposal to ratify the appointment of Crowe LLP as the Company’s registered public accountants for 2019, our proposal to approve our overall executive compensation programs and procedures, and our proposal to approve the adoption of our proposed 2019 Stock Award Plan will be approved if the votes cast for each proposal exceed the votes cast against the proposal at the Annual Meeting.  Our proposal to amend the Company’s Amended and Restated Articles of Incorporation to increase the authorized shares of common stock to 20,000,000 will be approved if a majority of our outstanding shares of common stock vote in favor of the proposal.

 

Brokers, banks, and other institutions holding shares of record for customers generally are not permitted to vote on certain matters unless they receive voting instructions from their customers.  When brokers, banks, and other institutions do not receive voting instructions from their customers, they notify the Company on the proxy form that they lack voting authority.  The votes that could have been cast on the matter in question by brokers, banks, and other institutions who did not receive voting instructions are called “broker non-votes.”

 

Abstentions, if any, and broker non-votes, if any, are counted as present for the purpose of determining whether a quorum is present.  Once a quorum for the Annual Meeting is established, abstentions, broker non-votes and shares that are not voted will have the effect of a vote “Against” the proposal to amend the Company’s Amended and Restated Articles of Incorporation to increase the Company’s authorized shares of common stock to 20,000,000. For our other proposals, abstentions, broker non-votes and shares that are not voted will not have any effect on the outcome of the other proposals to be voted on at the Annual Meeting.

 

How Your Proxy Will Be Voted.

 

The Board of Directors is soliciting a proxy in the enclosed form to provide you with an opportunity to vote on all matters scheduled to come before the Annual Meeting, whether or not you attend in person.

 

How To Vote If You Are the Registered Owner.  If at the close of business on March 15, 2019, your shares are registered directly in your name with our transfer agent, Computershare, you are considered the shareholder of record of those shares and we have mailed these proxy materials to you.  You may vote your shares by internet*, telephone*, or by mail as further described below.  Your vote authorizes each of Buckner Woodford IV and Gregory J. Dawson as proxies, each with the power to appoint his or her substitute, to represent and vote your shares as you directed.

 

 

Only the latest dated proxy received from you, whether by internet, telephone or mail, will be voted at the Meeting.  If you vote by internet or telephone, please do not mail your proxy card.

 

*You may not vote by internet or telephone if you choose to exercise your cumulative voting rights with respect to director nominees. See “Who Can Vote; Voting Rights — Cumulative voting rights” on page 3 above for an explanation of how cumulative voting works.

 

 

How To Vote If You Hold Your Shares In Street Name.  If at the close of business on March 15, 2019 you held your shares in “street name” (through a broker, bank or other institution), you may receive a separate voting instruction form, or you may need to contact your broker, bank or other institution to determine whether you will be able to vote electronically using the internet or the telephone.

 

Voting At The Annual Meeting. You may also attend the Annual Meeting in person and vote by ballot, which would cancel any proxy that you previously submitted.  If you wish to vote in person at the Annual Meeting but hold your stock in “street name,” then you must have a proxy from the broker, bank or institution in order to vote at the meeting.

 

How Proxies Will Be Voted.  If you properly return a proxy as specified above, your shares will be voted in accordance with the instructions you provide.  If you vote without providing contrary instructions, your proxy will be voted in the following manner:

 

FOR the proposed ratification of the appointment of Crowe LLP as the Company’s registered public accountants for 2019;

 

FOR the proposed director nominees (or, if deemed appropriate by the individuals appointed in the proxies, less than all of the proposed director nominees based upon the results of the cumulative voting);

 

FOR the proposed amendment to the Company’s amended and restated articles of incorporation to increase the authorized shares of common stock to 20,000,000;

 

FOR the proposed 2019 Stock Award Plan;

 

FOR the proposed non-binding advisory vote on the Company’s overall executive compensation programs and procedures; and

 

FOR the transaction of such other business as may properly come before the Annual Meeting.

 

We expect no matters to be presented for action at the Annual Meeting other than the items described in this proxy statement.  By voting by telephone, the internet, or by signing, and returning the enclosed proxy, however, you will give to the persons named as proxies therein discretionary voting authority with respect to any other matter that may properly come before the Annual Meeting, and they intend to vote on any such other matter in accordance with their best judgment.

 

Revoking a Proxy.  You may revoke or change your proxy at any time before it is exercised by (i) filing with the Secretary of the Company written notice of revocation bearing a later date than the proxy (Gregory J. Dawson, Secretary, Kentucky Bancshares, Inc., 339 Main Street, Paris, Kentucky 40361); (ii) submitting to the Secretary a duly-executed proxy bearing a later date relating to the same shares of our common stock that you hold; (iii) voting again by internet or telephone (unless you are exercising your cumulative voting rights, in which case voting by internet or telephone is not an option) or (iv) appearing at the Annual Meeting and (after having given the Secretary notice of your intention to vote in person) voting your shares of our common stock in person.  If your shares are held in “street name” (through a broker, bank or other institution) please contact your broker, bank or other institution to revoke or change your proxy.

 

Proxy Solicitations.

 

We will pay all of the expenses of this solicitation of proxies.  We will reimburse brokerage firms and other custodians, nominees, and fiduciaries for reasonable expenses incurred by them in sending the proxy materials to the beneficial owners of our common stock.  In addition to solicitations by mail, our directors, officers, and employees may solicit proxies personally or by telephone without additional compensation.

 

Multiple Shareholders Sharing the Same Address.

 

One copy of our Annual Report to Shareholders, including financial statements, and one proxy statement is being delivered to multiple shareholders sharing an address unless we have received contrary instructions from the affected shareholders.  If at any time you would prefer to receive a separate proxy statement,  as well as, a separate copy of our Annual Report to Shareholders, including financial statements, then please notify your broker or other institution or direct your written request to Kentucky Bancshares, Inc., 339 Main Street, Paris, Kentucky 40361, Attention: Gregory J. Dawson, Secretary.

 

 

Shareholders’ Proposals for 2020 Annual Meeting.

 

We presently contemplate that the 2020 Annual Meeting of Shareholders will be held on or about May 19,  2020.  If you want us to consider including a proposal in next year’s proxy statement, you must deliver it in writing by no later than December 16, 2019 (the date that is 120 days before the first anniversary of the date on this proxy statement) to: Kentucky Bancshares, Inc., 339 Main Street, Paris, Kentucky 40361, Attention: Gregory J. Dawson, Secretary.  We recommend that you send any proposals by certified mail, return receipt requested.

 

If you want to present a proposal at next year’s annual meeting but do not wish to have it included in our proxy statement, you do not need to contact us in advance.  Our bylaws do not contain any requirement for shareholders to provide advance notice of proposals or nominations they intend to present at the Meeting.  However, if you do not notify us on or before March 1,  2020 of any matter that you wish to present at next year’s annual meeting, then the shareholders’ proxies that we solicit in connection with our 2020 Annual Meeting of Shareholders will confer on the proxy holders discretionary authority to vote on the matter that you present at our 2020 Annual Meeting.

 

 

Corporate Governance.

 

Code of Ethics.  Ethical business conduct is a shared value of our Board of Directors, management and employees.  Our Code of Ethics applies to our employees and officers, including the principal executive officer and principal financial officer.

 

Our Code of Ethics covers all areas of professional conduct including, but not limited to, conflicts of interest, disclosure obligations, insider trading and confidential information, as well as compliance with all laws, rules and regulations applicable to our business.  We encourage all employees, officers and directors to promptly report any violations of the Code of Ethics to the appropriate persons identified in the Code of Ethics.  A copy of our Code of Ethics is available at our website www.kybank.com in the section entitled “About Us” under “Investor Relations” in the “Corporate Information — Governance Documents” subsection.

 

Board Structure and Committees. As of the date of this proxy statement, our Board of Directors consists of nine  (9) members.  Our Board of Directors held four meetings during 2018, consisting of four regularly scheduled meetings.  All directors, except Messrs.  Caudill and Hinkle, attended at least 75% of the total number of board meetings and the meetings of the committees to which they belonged.  Our Board of Directors does not have a specific policy for director attendance at our Annual Meeting of shareholders.  Six of our directors attended our 2018 Annual Meeting.

 

Our Board of Directors has a standing Compensation Committee and Audit Committee but does not have a standing nominating committee.

 

 

 

   

Committee Charters.  Our Audit Committee and Compensation Committee have charters, which are available at our website www.kybank.com in the section entitled “About Us” under “Investor Relations” in the “Corporate Information — Governance Documents” subsection.

 

The Board of Directors does not limit the number of audit committees for other corporations on which its audit committee members may serve.  None of the committee members currently serves on another audit committee for a publicly-held entity.

 

Board and Committee Independence.  The Board has determined that each of its members is independent as defined by the rules of NASDAQ except for its current employee directors:  Mr. Caudill and Mr. Prichard.  While our Board determined that Mr. McClain and Mr. Van Meter are each independent under the rules of NASDAQ, it did have to consider the Company’s payments to their companies.  Mr. McClain owns 40% of The Hopewell Company, Inc., which is a family business.  The aggregate amount the Company paid to The Hopewell Company, Inc. for property or services during each of 2018, 2017 and 2016 did not exceed the greater of $200,000 or 5% of Hopewell Insurance Company’s consolidated gross revenues for the applicable fiscal year.   Mr. Van Meter is the sole owner of a company that rents parking space to us.  The aggregate amount the Company paid to Mr. Van Meter’s company was below the $120,000 threshold set by NASDAQ.

 

Audit Committee Financial Expert.  Our Board of Directors has determined that each of the members of the Audit Committee is independent as defined by the rules of NASDAQ for audit committee members.  Further, our Board of Directors has determined (in accordance with Securities and Exchange Commission Regulation S-K 407(d)) that Mr. Jack W. Omohundro satisfies the qualifications of financial expert and Mr. Omohundro accordingly has been designated as the Audit Committee financial expert.

 

Consideration of Director Nominees.  The members of our Board who are independent directors under NASDAQ rules approve the nominees for director to be presented for election based upon their review of all proposed nominees for the Board, including those proposed by shareholders.  This year our Strategic Planning/Governance Committee, comprised of Messrs. Caudill, Hinkle, Prichard, and Woodford, suggested that the directors Messrs. Caudill, Prichard, Van Meter,  whose terms are expiring this May be considered as candidates for nomination.  The independent members of the Board of Directors select qualified candidates based upon the criteria set forth below and review their recommendations with the Board. The independent directors approved the suggested nominees and invited each of these candidates to be a nominee for election to the Board.

 

Board members must possess the acumen, education and experience to make a significant contribution to the Board, and bring a diverse range of skills and perspectives to satisfy the perceived needs of the Board at a particular time.  Board members must have the highest ethical standards, a strong sense of professionalism, independence and an understanding of our business.  Additionally, Board members must have the aptitude and experience to fully appreciate the legal responsibilities of a director and the governance processes of a public company, a willingness to commit, as well as have, sufficient time to discharge their duties to the Board and such other factors as the independent members of the Board of Directors determine are relevant in light of the needs of the Board and the Company.

 

For a shareholder to submit a candidate for consideration as a director, a shareholder must notify our Secretary.  To be considered for nomination and inclusion in our proxy statement at the 2020 Annual Meeting, a shareholder must notify our Secretary no later than December 16,  2019 (the date that is 120 days before the first anniversary of the date on this proxy statement).  Notices should be sent to: Kentucky Bancshares, Inc., 339 Main Street, Paris, Kentucky 40361, Attention: Gregory J. Dawson, Secretary.

 

Communications with the Board.  Our Board of Directors has established a process for shareholders to communicate with the Board or an individual director.  Shareholders may contact the Board or an individual director by writing to the attention of one or more directors at our principal executive offices at Kentucky Bancshares, Inc., 339 Main Street, Paris, Kentucky 40361, Attention: Gregory J. Dawson, Secretary.  Each communication intended for the Board of Directors or an individual director will be forwarded to the specified party.

 

Board Leadership Structure and Role in Risk Oversight.  We are a financial holding company effective June 26, 2014 (previously a bank holding company) that was formed in 1981 under the Bank Holding Company Act of 1956, as amended. We are the parent company of Kentucky Bank, a separately chartered commercial state bank, and KBI Insurance Company, Inc., a captive insurance company.

 

Our Board is comprised of seven independent directors and two employee directors.  We are committed to a strong, independent Board and believe that objective oversight of the performance of our management is a critical aspect of effective governance.  Accordingly, the role of Chairman of the Board and Chief Executive Officer are held by different individuals.  Our Chairman is an independent director and has the following duties:

 

 

Our Board of Directors, together with the Audit and Compensation Committees of the Board, coordinate with each other to provide enterprise-wide oversight of our management and handling of risk.  These committees report regularly to the entire Board of Directors on risk-related matters and provide our Board of Directors with integrated insight about our management of strategic, credit, interest rate, financial reporting, technology, liquidity, compliance, operational, and reputational risks.

 

In addition Kentucky Bank has its own board of directors, audit and asset liability management committees, which provide risk management.  Our CEO serves on the board of Kentucky Bank.  One of the key responsibilities of the subsidiary board is to manage strategic, credit, interest rate, financial reporting, technology, liquidity, compliance, operational, and reputational risks.  While we have not developed an enterprise-wide risk statement, our Board of Directors believes that sound credit underwriting to manage credit risk, and a conservative investment portfolio to manage liquidity, and interest rate risk contribute to an effective oversight of the Company’s risk, and we require our subsidiaries to follow this philosophy.

 

Report of the Audit Committee.

 

The Audit Committee of the Board of Directors has furnished the following report:

 

The role and responsibilities of the Audit Committee are set forth in a written Charter adopted by the Board.  Our Audit Committee charter can be located at our website www.kybank.com in the section entitled “About Us” under “Investor Relations” in the “Corporate Information — Governance Documents” subsection.

 

The Audit Committee reviews and reassesses the Charter annually, and recommends any changes to the Board for approval.

 

Management is responsible for the preparation of the Company’s financial statements.  The Company’s registered independent public accounting firm is responsible for the audit of the financial statements.  The Audit Committee is responsible for overseeing the Company’s overall financial reporting process.  In fulfilling its responsibilities for the financial statements for fiscal year 2018, the Audit Committee:

 

Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2018 with management and Crowe LLP (“Crowe”), the Company’s independent registered public accounting firm at the time of the audit;

 

Discussed with Crowe the matters required to be discussed by the PCAOB Auditing Standard 1301 - Communications with Audit Committees, as amended, relating to the conduct, scope, and results of the audit; and

 

Received written disclosures and the letter from Crowe regarding its independence as required by the Public Company Accounting Oversight Board.

 

The Audit Committee discussed with Crowe such firm’s independence.  The Audit Committee also discussed with management and Crowe the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, budget, and staffing.  The Audit Committee discussed with the independent auditors their audit plans, audit scope, and identification of audit risks.

 

Based on the Audit Committee’s review of the audited financial statements and discussions with management and Crowe, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the Securities and Exchange Commission.

 

AUDIT COMMITTEE

 

Robert G. Thompson, Chairman

Jack W. Omohundro     Edwin S. Saunier

 

 

Fees of Independent Registered Public Accounting Firm.

 

Preapproval Policies and Procedures.  The Audit Committee’s policy is to approve in advance all audit fees and terms and non-audit services permitted by law to be provided by the external auditors.  In accordance with that policy, the committee annually pre-approves a list of specific services and categories of services, including audit, audit-related and non-audit services described below, for the upcoming or current fiscal year, subject to specified cost levels.  Other services include:

 

 

Since the May 2003 effective date of the SEC rules stating that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved, each service provided by our independent registered public accounting firm has been approved in advance by the Audit Committee.  None of those services required use of the de minimis exception to preapproval contained in the SEC’s rules.

 

Fees and Related Disclosures for Accounting Services.  The aggregate fees we incurred for professional services rendered by Crowe were as follows:

 

Audit fees - Fees for the consolidated financial statement audit, review of the Company's Form 10-Q's were $237,000 for 2018 and $182,000 for 2017.

 

Audit related fees - Aggregate fees for all assurance and related services were $14,000 for 2018 and $13,750 for 2017.  These fees were incurred for audits of benefit plans in 2018 and 2017.

 

Tax fees - Fees related to tax compliance, advice and planning were $32,575 for 2018 and $48,025 for 2017.

 

All other fees - Consulting fees related to risk management in 2018 and 2017 were $0 for 2018 and $3,750 for 2017.

 

All services provided by Crowe in 2018 and 2017 were approved by the Audit Committee.  All fees were approved in accordance with the preapproval policy.  The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of the external auditors.

 

PROPOSAL NO. 1

 

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

On the recommendation of the Audit Committee, the Board engaged Crowe as its independent registered public accounting firm for the fiscal year ending December 31, 2018.  Our Audit Committee and Board seek shareholder ratification of our Board’s appointment of Crowe to act as the independent auditors of our and our subsidiaries’ financial statements for the fiscal year ending December 31, 2019.  If the shareholders do not ratify the appointment of Crowe, our Audit Committee and Board will reconsider this appointment for 2019.  Crowe will have one or more representatives at the Annual Meeting who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.

 

Vote Required

 

The affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting is required to ratify such appointment.  For more information on the voting requirements, see “Quorum and Votes Required.”

 

The Company’s Board of Directors recommends voting “FOR” the ratification of Crowe LLP as our independent registered public accounting firm for 2019.

 

 

Director Compensation.

 

We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on our Board of Directors. Additionally, each director of the Company is also a director of Kentucky Bank, our operating subsidiary.  In setting director compensation, we consider the significant amount of time directors expend in fulfilling their duties to the Company as well as the skill-level required by the Company to be an effective member of the Board.

 

The form and amount of director compensation is reviewed by the Compensation Committee, which makes recommendations to the full Board.

 

Cash Compensation.  Each Director receives an annual fee of $12,000 ($8,000 to be paid in stock-see below) and a fee of $700 for attending each Kentucky Bank board meeting, including $700 for one paid absence per year.  The Chairman of the Board receives an additional $5,000 retainer per year.  The Audit Committee Chair receives an additional annual fee of $7,500 and the Compensation Committee Chair receives an additional annual fee of $5,000.  Each other Committee Chair receives an additional annual fee of $2,500.  Audit Committee members receive $500 for each committee meeting. 

 

Non-employee Directors receive a fee of $100 for attending each Loan Committee meeting of Kentucky Bank and a fee of $400 for all other committee meetings (excluding Audit Committee meetings) of the Company and of Kentucky Bank that he attends (for which he is a member).    

 

Equity-Based Compensation.  Prior to July 2015, non-employee Directors received equity-based compensation in the form of restricted stock under our 2009 Stock Award Plan following each year in which Kentucky Bank had a return on assets of one percent (1%) or greater. Twenty percent of each grant vests annually on anniversary date of the grant (assuming the recipient is still a director).  Vesting expires 90 days after termination of directorship and one (1) year after death, disability or retirement.  Upon a change of control, any restriction period will expire immediately and the director will hold the restricted stock free of any restrictions.  In 2018, no shares were granted under this formula.

Non-employee Directors receive equity-based compensation in the form of stock under our 2009 Stock Award Plan equivalent to approximately $8,000 for part of their annual retainer.  In 2019, we granted 353 shares of stock to each of our Directors, except Mr. Prichard.

 

2018 Director Summary Compensation Table

 

The table below summarizes the total compensation paid to or earned by our non-employee Directors and Mr. Caudill (employee) during 2018.  The compensation of Mr. Prichard is reflected in the Summary Compensation Table under Executive Compensation.

 

 

 

 

 

Directors.

 

Classified Board.  Under our Amended and Restated Articles of Incorporation, our Board of Directors consists of three different classes (Class I, Class II, and Class III) as nearly equal in number as the then total number of directors constituting the Board permits.  The directors in each class serve for a term of three years, and one class is elected annually.

 

Term; Vacancies.  At the Annual Meeting, you will be asked to elect three directors for a term to expire at the Annual Meeting of Shareholders to be held in 2021.  Any vacancies that occur after the directors are elected may be filled by the Board of Directors in accordance with law for the remainder of the full term of the vacant directorship.

 

Independence of Directors.  In accordance with rules of NASDAQ, all of the nominees for director, and all continuing directors listed below, meet the NASDAQ definition of “independent” except for Messrs. Caudill and Prichard.

Director Qualifications.  Our Board of Directors currently consists of nine members who are well-qualified to serve on our board and represent our shareholders’ best interests.  Our nominees are selected with a view of establishing a board of directors that meet the criteria for qualified candidates that is set forth above under the caption “Corporate Governance- Consideration of Director Nominees.”  We believe that each of the director nominees and other directors bring these qualifications to our Board of Directors.  Together, our director nominees and continuing directors provide our Board with a diverse complement of specific business skills, experience and perspectives, including: extensive financial and accounting expertise, knowledge of the commercial banking industry, experience with companies that serve the same communities that our various bank subsidiaries serve, and extensive operational and strategic planning experience.  The following describes the key qualifications, business skills, experience, and perspectives that each of our directors brings to the Board of Directors, in addition to the general qualifications under “Corporate Governance- Consideration of Director Nominees” and information included in the biographical summaries provided below for each director.  We believe that each individual’s skills and perspectives strengthen our Board’s collective qualifications, skills and experience.

 

 

 

 

PROPOSAL NO. 2

 

ELECTION OF DIRECTORS

 

Our Board has nominated each of Mr. B. Proctor Caudill, Jr., Mr. Louis Prichard and Mr. Woodford Van Meter to serve an additional 3-year term, until our 2022 annual shareholders’ meeting (or until their successors have been elected and qualified).  All three directors are currently serving on our Board and their terms expire at the Annual Meeting.   

 

Each of the nominees has agreed to serve as a director if elected.  Unless otherwise directed, each proxy executed and returned by a shareholder will be voted for the election of these nominees.  Abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will not be counted and will have no effect on the outcome of the election.

 

If any of the director nominees should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies may vote for a replacement nominee recommended by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting.  At this time, the Board of Directors knows of no reason why any of the nominees listed above may not be able to serve as a director if elected.

 

Information about Director Nominees and Continuing Directors.  The following tables set forth information with respect to each nominee for director, and with respect to continuing directors who (by virtue of the classes in which they serve) are not nominees for re-election at the Annual Meeting.

 

 

 

 

 

 

None of the nominees or continuing directors is a director of any company with a class of securities registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of that Act, or any company registered as an investment company under the Investment Company Act of 1940.

 

Vote Required

 

Our directors are elected by cumulative voting of the votes cast at the Annual Meeting.  The three director nominees receiving the most votes for director positions expiring in 2019 will be elected directors.  For more information on the voting requirements, see “Quorum and Votes Required.”

 

 

The Company's Board of Directors recommends voting “FOR” the election of each of the Nominees for Director.

 

PROPOSAL NO. 3

 

APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

 

Description of the Proposal

 

Our Amended and Restated Articles of Incorporation, as amended by the Articles of Amendment to the Articles of Incorporation dated June 10, 1999 (the “Amended and Restated Articles of Incorporation”), currently authorize the issuance of up to 10,300,000 shares in the Company, split between 10,000,000 shares of common stock and 300,000 shares of preferred stock. As of March 15, 2019, the record date for the Annual Meeting, the following shares were issued and outstanding or reserved for issuance: 5,981,326.

 

On February 26, 2019, the Board unanimously adopted a resolution proposing to amend our Amended and Restated Articles of Incorporation to increase the number authorized shares in the Company to 20,300,000 – split between 20,000,000 shares of common stock and 300,000 shares of preferred stock – and recommending the amendment to our shareholders for approval. The proposed amendment would cause the first paragraph of ARTICLE IV of the Amended and Restated Articles of Incorporation to be amended to read as follows:

 

The total number of shares that the Corporation shall have the authority to issue is 20,300,000 shares, which shall be divided into two classes as follows:

    20,000,000 Common Shares; and

 

    300,000 Preferred Shares.

 

Only the number of shares of common stock the Company is authorized to issue would be affected by this amendment. If the shareholders approve this proposal, the Board has deemed it pragmatic to file a Second Amended and Restated Articles of Incorporation for the Company in lieu of filing Articles of Amendment. The purpose of this is to incorporate this proposed amendment, together with prior amendments that were previously approved by the shareholders and certain other nonmaterial clerical revisions, into one comprehensive document. The only change in the Second Amended and Restated Articles of Incorporation requiring shareholder approval is the amendment outlined above authorizing an additional number of shares of common stock. The form of the Second Amended and Restated Articles of Incorporation for the Company is attached as Annex A to this proxy statement. If this proposed amendment is approved by the Company’s shareholders, the Company intends to file the Second Amended and Restated Articles of Incorporation with the Kentucky Secretary of State promptly following the Annual Meeting.

 

Purpose of Amendment

 

The Board believes approval of the proposed amendment is in the best interests of the Company and its shareholders. Although the Company has no definitive plan for the issuance of any additional authorized shares of common stock, the authorization of additional shares of common stock would permit the continued issuance of shares of common stock under the Company’s equity compensation program, as well as for potential future stock dividends, stock splits, raising capital, possible acquisitions, or any other appropriate corporate purposes. The Board believes that failure to approve this proposal would seriously restrict the Company's ability to manage its capital needs to the detriment of shareholders’ interests. The Board believes that increasing the authorized number of shares of common stock will help the Company to meet its future needs and give it better flexibility in responding quickly to advantageous business opportunities.

 

Certain Considerations Related to the Amendment Proposal

 

If the proposed amendment is approved, the Board will be authorized to issue the additional shares of common stock for which authorization is sought, in its discretion, without further approval of the shareholders, and the Board does not intend to seek shareholder approval prior to any issuance of the shares of common stock, unless shareholder approval is required by applicable law or securities laws.

 

The additional shares of common stock for which authorization is sought would be identical to the shares of common stock we are presently authorized to issue. There are no preemptive rights available to shareholders in connection with the issuance of any such additional shares. The issuance of additional shares of common stock will not affect the rights of current shareholders, although it may have a dilutive effect on earnings per share and on the equity and voting power of existing security holders of our capital stock.

 

Vote Required

 

Approval of this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company. For more information on the voting requirements, see “Quorum and Votes Required.”.

 

 

The Company’s Board of Directors unanimously recommends a vote "FOR" the approval of an

Amendment to our Amended and Restated Articles of Incorporation to increase the authorized number

of shares of common stock.

 

PROPOSAL NO. 4

 

PROPOSAL TO ADOPT THE 2019 STOCK AWARD PLAN

 

On February 26, 2019, our Board of Directors approved the 2019 Stock Award Plan, subject to approval by the holders of a majority of the shareholders entitled to vote present in person or by proxy at our Annual Meeting.  The Company currently maintains the 2009 Stock Award Plan (the “Prior Plan”); however, pursuant to the terms of the Prior Plan, no awards may be granted ten years after the date on which the plan was adopted by the Board. Therefore, as the Prior Plan’s term comes to an end it is necessary to adopt a current version of the Company’s incentive compensation program.

 

The 2019 Stock Award Plan is summarized below and attached as Annex B to this proxy statement.  Because this is a summary, it does not contain all of the information that may be important to you.  Furthermore, although the 2019 Stock Award Plan is substantially similar to the Prior Plan, you are encouraged to read Annex B carefully before you decide how to vote.

 

Reasons for the Proposal

 

We believe that our growth depends significantly upon the efforts of our key employees, directors, consultants and advisers and that these individuals are best motivated to put forth maximum effort on our behalf if they own an equity interest in our company. Grants of equity interest to key employees, directors, consultants and advisers is an important part of the Company’s current and long-term incentive compensation program, which the Company uses to strengthen the commitment of such individuals to the Company, motivate them to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated individuals whose efforts are expected to result in the Company’s long-term growth and profitability. The Board adopted the Prior Plan with these principles in mind, and as its term concludes, it is necessary to adopt a current version of the Company’s incentive compensation program.

 

Summary of the 2019 Stock Award Plan

 

Administration

 

Awards under the 2019 Stock Award Plan will be made by our Compensation Committee, until otherwise determined by the Board.  The Compensation Committee has the full power and authority to designate participants, to set the terms of awards, to make any determinations necessary or desirable for the administration of the plan, and to delegate its authority in certain cases.

 

Eligible Participants

 

The following persons are eligible to participate in the 2019 Stock Award Plan: (a) any person providing services as an officer and/or director or advisory director to us or any subsidiary, whether or not employed by such entity; (b) officers and employees of existing or future subsidiaries; (c) officers and employees of any entity with which we have contracted to receive executive, management or legal services and who provide services to us or a subsidiary under such arrangement; (d) consultants and advisers who provide services to us or a subsidiary; and (d) any person who has agreed in writing to become an eligible participant within 30 days following the date of grant of such person’s first award.

 

A subsidiary is defined to include an entity in which we have a direct or indirect economic interest that is designated as a subsidiary by the Board or the Compensation Committee. The Board and the Compensation Committee may each delegate to one or more of their members, or to one or more agents, the power to grant awards and to modify or terminate awards granted to eligible persons who are not our executive officers or directors, subject to certain limitations. 

 

We anticipate that the Compensation Committee’s determinations as to which eligible individuals will be granted awards and the terms of the awards will be based on each individual’s present and potential contributions to our success. 

 

Number of Shares

 

The maximum number of shares of our common stock with respect to which we will be permitted to grant awards under the 2019 Stock Award Plan is 300,000, or 5% of our outstanding common stock as of the record date. Awards that may be paid only in cash will not be counted against this share limit.  Moreover, no individual may receive in any year awards under this plan, whether payable in cash or shares, equaling more than 10,000 shares of our common stock. Shares

subject to awards that are forfeited or canceled will again be available for awards, as will shares issued as restricted stock or other stock-based awards that are forfeited or reacquired by us by their terms.  In addition, to the extent that shares are delivered to pay the exercise price of options under the 2019 Stock Award Plan, the number of shares delivered will again be available for grant of awards under this plan, other than the grant of incentive stock options under Section 422 of the Internal Revenue Code.  Under no circumstances may the number of shares issued pursuant to incentive stock options exceed 200,000 shares. The shares to be delivered under this plan will be made available from our authorized but unissued shares of common stock, shares held by a subsidiary or by us, or from shares acquired by the company of a subsidiary on the open market or otherwise. Subject to the terms of this plan, shares of our common stock issuable under this plan may also be used as the form of payment of compensation under other plans or arrangements that we offer or that we assume in a business combination.

 

Types of Awards

 

Stock options, stock appreciation rights, restricted stock and other stock-based awards may be granted under the 2019 Stock Award Plan in the discretion of the Board and the Compensation Committee. Options granted under this plan may be either nonqualified or incentive stock options. Only our employees or employees of our subsidiaries will be eligible to receive incentive stock options. Stock appreciation rights may be granted in conjunction with or unrelated to other awards and, if in conjunction with an outstanding option or other award, may be granted at the time of the award or thereafter, at the exercise price of the other award. The Board or the Compensation Committee has discretion to fix the exercise or grant price of stock options, however, the exercise price of incentive stock options will not be less than 110% of the fair market value of the underlying common stock at the time of grant if, on the date of the grant, the eligible individual to whom such grant is to be made owns securities possessing more than 10% of the total combined voting power of all classes of stock of the company or any of its subsidiaries.  The Board and the Compensation Committee have broad discretion as to the terms and conditions upon which options and stock appreciation rights are exercisable, but under no circumstances will an option or a stock appreciation right have a term exceeding ten years.

 

The option exercise price may be paid: (a) in cash or cash equivalent; (b) in shares of our common stock that, unless otherwise determined by the Board or the Compensation Committee, have been held by the optionee for six months; or (c) in any other manner authorized by the Compensation Committee. Upon the exercise of a stock appreciation right with respect to our common stock, a participant will be entitled to receive, for each share subject to the right, the excess of the fair market value of the share on the date of exercise over the exercise price.  The Board or the Compensation Committee has the authority to determine whether the value of a stock appreciation right is paid in cash or our common stock or a combination of the two.

 

The Board or the Compensation Committee may grant restricted shares of our common stock to a participant that are subject to restrictions regarding the sale, pledge or other transfer by the participant for a specified period. All shares of restricted stock will be subject to the restrictions that the Board or the Compensation Committee may designate in an agreement with the participant, including, among other things, that the shares are required to be forfeited or resold to us in the event of termination of employment under certain circumstances or in the event specified performance goals or targets are not met.  A restricted period of at least three years is generally required, with incremental vesting permitted during the three-year period, except that if the vesting or grant of shares of restricted stock is subject to the attainment of performance goals, the restricted period may be one year or more with incremental vesting permitted.  Subject to the restrictions provided in the participant’s agreement, a participant receiving restricted stock will have all of the rights of a shareholder as to the restricted stock, including dividend and voting rights. The Board or the Compensation Committee may also grant participants awards of our common stock and other awards, including restricted stock units that are denominated in, payable in valued in whole or in part by reference to, or are otherwise based on the value of, our common stock (“Other Stock- Based Awards”).  The Board or the Compensation Committee has discretion to determine the participants to whom Other Stock-Based Awards are to be made, the times at which such awards are to be made, the size of the awards, the form of payment, and all other conditions of the awards, including any restrictions, deferral periods or performance requirements.  The terms of the Other Stock-Based Awards will be subject to the rules and regulations that the Board or the Compensation Committee determines.  Any award under the 2019 Stock Award Plan may provide that the participant has the right to receive currently or on a deferred basis dividends or dividend equivalents, all as the Board or the Compensation Committee determines.   Other Stock-Based Awards will comply with the timing and distribution requirements of Section 409A of the Internal Revenue Code.

 

Adjustments

 

If the Board or Compensation Committee determines that any stock dividend or other distribution (whether in the form of cash, securities or other property), recapitalization, reorganization, stock split, reverse stock split, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, issuance of warrants or other rights to purchase shares or other securities of our company, or other similar corporate events affects our common stock in such a way that an adjustment is appropriate to prevent dilution or enlargement of the benefits intended to be granted and available for grant under the 2019 Stock Award Plan, then the Board or the Compensation Committee has discretion to make equitable adjustments to: (a) the number and kind of shares (or other securities or property) that may be the subject of future awards under this plan, (b) the number and kind of shares (or other securities or property) subject to outstanding awards, and (c) the grant or exercise prices of outstanding awards, and if appropriate, provide for the payment of cash to a participant. The Board of the Compensation Committee may also adjust awards to reflect unusual or nonrecurring events that affect our financial statements or us or to reflect changes in applicable laws or accounting principles.

 

Amendment or Termination

 

The 2019 Stock Award Plan may be amended or terminated at any time by the Board, except that no amendment may materially impair an award previously granted without the consent of the recipient and no amendment may be made without shareholder approval if the amendment would: (a) materially increase the benefits accruing to participants under this plan, (b) increase the number of shares of our common stock that may be issued under this plan, (c) materially expand the classes of persons eligible to participate in this plan, or (c) permit a reduction in the exercise price of options.

 

Liability and Indemnification

 

No member of the Board or the Compensation Committee is personally liable in connection with the 2019 Stock Award Plan unless the circumstances involve bad faith, gross negligence or willful misconduct by such person. The Company will indemnify such persons from any claim, action, suit or proceeding in connection with the 2019 Stock Award Plan so long as the Company is given the first opportunity to handle and defend such claim, action, suit or proceeding.  Participants in the 2019 Stock Award Plan will each agree to hold harmless the Company and its subsidiaries (and their respective directors, officers and employees) from any liability in connection with receipt, payment and/or exercise of an award under the 2019 Stock Award Plan.

 

Vote Required

 

Approval of the 2019 Stock Award Plan requires the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting.  For more information on the voting requirements, see “Quorum and Votes Required.”.

 

The Company’s Board of Directors unanimously recommends a vote “FOR” approval

of the 2019 Stock Award Plan.

 

.  

 

 

 

Stock Ownership of Directors and Executive Officers.

 

We believe it is important for our Directors and executive officers to align their interests with the long-term interests of our shareholders.  Although we have encouraged stock accumulation through the grant of equity incentives to our directors and executive officers, we have not historically required our directors and executive officers to own shares of our common stock.  With our revised director compensation plan, our Directors have begun receiving shares of our common stock as part of their annual compensation.

 

Except as otherwise indicated below, the table below shows the amount of our common stock each of our Directors and Named Executive Officers (as defined in the Executive Compensation section below) owned on March 7, 2019.  Unless otherwise indicated, all shares shown are held with sole voting and investment power.  Shares and per share data have been adjusted for the two-for-one stock split which occurred as of close of business on December 3, 2018.

 

 

 

*Ownership is less than 1.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Compensation.

 

Compensation Discussion and Analysis.

 

Overview of Compensation Program. The Compensation Committee (“Committee”) of the Board has responsibility for establishing, implementing and continually monitoring adherence with our compensation philosophy.  The Committee ensures that the total compensation paid is fair, reasonable, and competitive.  The individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during fiscal year 2018, as well as the other individuals included in the Summary Compensation Table, are referred to as the “Named Executive Officers.”

 

Compensation Philosophy and Objectives. The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company, and which aligns executives’ interests with those of the shareholders by rewarding performance above established corporate and individual goals, with the ultimate objective of improving shareholder value.  The Committee evaluates both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies.  To that end, the Committee believes that the executive compensation packages we provide to our executives, including the Named Executive Officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

 

For 2016 through 2018, the Committee and CEO evaluated and relied primarily on Blanchard Consulting Group Executive Compensation Review.  After reviewing and evaluating these surveys and information, the Committee then made a subjective judgment to determine a percentage increase in total base pay.  Each manager, based on this aggregate percentage increase, is allocated a pool of funds to award increases among the employees the manager supervises.  For 2018, increases of 4-10% were granted to the Named Executive Officers.    

 

Effect of Nonbinding Shareholder Advisory Vote:  At our 2018 shareholder meeting, we asked our shareholders for a non-binding advisory vote on our programs and procedures related to our executive compensation.  While the shareholder vote was not binding, our Board did review and consider the voting results.  Ninety-two percent of the votes cast were in favor of our compensation programs and procedures.  As a result, we determined that we did not need to consider changing our overall approach to executive compensation. 

 

Role of Executive Officers in Compensation Decisions. The Committee makes all compensation decisions for the CEO and approves recommendations regarding equity awards to all officers of the Company.  Using their discretion, our CEO and our Chief Operating Officer awards the salary and non-equity compensation to the remaining executive officers, using the pool of funds allocated to them from the overall percentage increase established by the Committee.

 

Setting Executive Compensation.  Based on the foregoing objectives, the Committee has structured the Company’s annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals.  A significant percentage of total compensation is allocated to incentives.

 

The Committee reviews relevant market data and alternatives when making compensation decisions for the CEO.  Up to 65% of base compensation may be earned in performance-based incentive compensation as a result of the performance of the Company, compared to established goals.

 

2018 Executive Compensation Components.  For the fiscal year ended December 31, 2018, the principal components of compensation for Named Executive Officers were base salary, performance-based incentive compensation, long-term equity incentive compensation, and retirement and other benefits.

 

Currently Paid Compensation Components:

 

Base Salary.  We provide our Named Executive Officers and other employees with base salary to compensate them for services rendered during the fiscal year.  Base salary ranges for Named Executive Officers are determined for each executive based on his or her position and responsibility.  Salary levels are typically considered annually as part of our performance review process as well as upon a promotion or other change in job responsibility.  Recently, the Committee and the CEO primarily relied upon the Blanchard Consulting Group Compensation Review in setting salary ranges on an annual basis.  At least every five years, the Committee recalibrates salary ranges based on the overall value of each job by comparing current market rates of benchmark jobs and assigning all jobs to salary grades, after considering their market value and internal value.  During his review of base salaries for other executives, the CEO primarily focuses on the individual’s performance.

 

Performance-Based Incentive Compensation.  The Management Incentive Plan (“MIP”) was created to promote continual high performance by officers of the Company through achievement of corporate goals and encouragement of growth of shareholder value.  We currently have approximately 61 officers (including the Named Executive Officers) who are eligible to receive cash awards under MIP.  The MIP provides guidelines for the calculation of annual non-equity incentive based compensation, subject to Committee oversight and modification.  Annually, the Committee considers whether any changes should be made with the MIP.  The MIP includes various incentive levels based on the participant’s accountability and impact on our operations, with target award opportunities that are established as a percentage of base salary.  These maximum targets range from 50% of base salary to 65% of base salary for the Named Executive Officers.

 

The Named Executive Officers individual performance goals are aligned with the Company’s strategic focus areas.  For the 2018 performance year, the Compensation Committee set the following individual performance objectives for the President and Chief Executive Officer, and the President and Chief Executive Officer set the following goals for the other Named Executive Officers:

 

 

 

MIP for Fiscal Year 2016, 2017 and 2018.  The goals for each participant varied and related to the individuals potential to affect our operations.  For fiscal years 2016, 2017 and 2018, the Committee established specific monthly department and/or individual and bank goals with a threshold (bronze), target (silver) and maximum (gold) achievement level for each goal that remained constant throughout the year.  Bronze and gold levels are set below and above the silver level (generally ten to twenty percentage points, as applicable).  The monthly department and/or individual goals included loan and deposit increases, income increases, new customer accounts, efficiency measures and specific customer service improvements.  The Company goals were to increase earnings, deposit growth, and loan growth.

 

We made annual MIP Payments.  To help our employees individually monitor his or her achievement results, each month we evaluated whether the applicable department, individual or Company achieved the bronze level or achieved or exceeded the silver or gold level for each of its, his or her goals.  On an annual basis, we calculated the average of each of the prior 12-month results for each goal and then evaluated whether the department, individual or company achieved or exceeded the bronze, silver or gold levels for the 12-month period for each of its, his or her goals.  Each goal had an award value based upon a percentage of an individual’s salary and each individual received 50% of the gold goal award if the bronze level was met, 75% of the gold goal award if silver level was met and 100% of the gold goal award if gold level was met, and with prorated levels being achievable between these levels.  The payout percentages (as a percent of salary) for the Named Executive Officers ranged from 39% to 50% for 2018.  For the Named Executive Officers, a portion of the incentive earned in 2018 was awarded in restricted stock ranging from 20% to 50%.  Fifty percent of each of these grants vest annually on the anniversary date of the grant (assuming the recipient is still in our employ).  Awards made to Named Executive Officers under the MIP for performance in 2016, 2017 and 2018 are reflected in the “non-equity incentive plan compensation” column of the Summary Compensation Table.

 

Long-Term Incentive Compensation:

 

2009 Stock Award Plan.  The 2009 Stock Award Plan, which will expire in May 2019, is intended to help us enhance the link between the creation of shareholder value and long-term executive incentive compensation, to provide an opportunity for increased equity ownership by executives and to maintain competitive levels of total compensation.  Under this plan, our Board and the Committee have the ability to issue stock options, stock appreciation rights, restricted stock and other stock-based awards. 

 

In 2018 the Committee utilized the 2009 Stock Award Plan to compensate executives and other officers for sustained increases in our stock performance by issuing restricted stock.  Twenty percent of each grant vests annually on the anniversary date of the grant (assuming the recipient is still in our employ).  Upon a change of control, death, disability or retirement (assuming the individual has reached the age of 65 or greater when he or she retires) any restriction period will expire immediately and the employee will hold the restricted stock free of any restrictions.  Upon any other termination of employment, nonvested awards are immediately forfeited.

 

Based on its subjective judgment, the Committee annually establishes the awards to the executive officers under the 2009 Stock Award Plan based on the salary level of each employee.  The Committee, in its discretion, may also award stock grants to newly hired employees and to employees who are promoted.  These awards are reflected in the Summary Compensation Table and the Grants of Plan Based Awards Table for our Named Executive Officers.

 

2005 Restricted Stock Grant Plan.  The 2005 Restricted Stock Grant Plan, which expired in May 2015, encouraged participants to focus on long-term Company performance and provided an opportunity for executives and other officers to increase their stake in the Company through restricted grants of our common stock.  Starting in 2006, the Committee utilized the 2005 Restricted Stock Grant Plan to compensate executives and other officers for sustained increases in our stock performance.  Twenty percent of each grant vests annually on anniversary date of the grant (assuming the recipient is still in our employ).  Upon a change of control, death, disability or retirement (assuming the individual has reached the age of 65 or greater when he or she retires) any restriction period will expire immediately and the employee will hold the restricted stock free of any restrictions.  Upon any other termination of employment, nonvested awards are immediately forfeited.

 

Based on its subjective judgment, the Committee annually established the awards to the executive officers under the 2005 Restricted Stock Grant Plan based on the salary level of each employee.  The Committee, in its discretion, also awarded stock grants to newly hired employees and to employees who were promoted.  These awards are reflected in the Summary Compensation Table.

 

Retirement Plan & Trust.  The Retirement Plan & Trust (the “Plan”) was terminated at December 31, 2008.  The Company made distributions under the Plan and the distribution amounts made to Plan participants were based upon amendments made to the Pension Protection Act of 2006 and the Internal Revenue Code of 1986, as amended.  In connection with the termination of the Plan, employees had the choice of choosing to receive their distributions as a rollover to their 401(k) plans or to IRAs, or they could choose to receive cash or an annuity.  Additionally, employees who had more than 50 years of combined age plus years of service as of December 31, 2008 received additional distribution credits (“transition credit amounts”), which have been and will continue to be paid through the 401k Plan.  Finally, Plan participants also had the option to rollover their additional $1.5 million Plan termination distributions to a 401(k) or IRA, or to receive cash.

 

Profit Sharing (401k) Plan.  Our Profit Sharing (401k) Plan is available to all employees, including the Named Executive Officers.  We match 100% of the first 6% of pay that is contributed by an employee to the plan.  All employee contributions to the plan are fully-vested upon contribution, and matching contributions are vested after 3 years of service.  We may, at our discretion, make a profit sharing contribution to the plan.  We have not made a profit sharing contribution since we added the 401(k) feature to the plan.  Due to the termination of the Retirement Plan mentioned above, transition credits will be earned by employees who have more than 50 years of combined age plus years of service as of December 31, 2008 and this will be paid through the 401k Plan.

 

Compensation Policies and Practices as They Relate to the Company’s Risk Management.  The Compensation Committee annually reviews our Company plans with its senior risk officers to ensure that (a) any risks posed by such plans have been limited, (b) these plans do not encourage behavior focused on short-term results rather than long-term value creation and (c) the plans do not encourage the manipulation of reported earnings to enhance the compensation of any employee.  We do not believe that there is anything inherent in the various compensation plans described above that encourages the manipulation of reported earnings to enhance the compensation of any employee or encourages behavior focused on short-term results rather than long-term value creation.  Our compensation plans use multiple performance goals and risk-based criteria and, in a number of cases (a) provide for delayed payment of awards in order to ensure that risk-based performance measurements continue to be met over an extended period of time; and (b) provide for payment in the common stock of the Company, which effectively aligns the interests of employees with those of shareholders in enhancing the long-term value of the Company’s stock.

 

The following summary describes how risk factors have been addressed:

 

 

 

Report of the Compensation Committee.

 

The Compensation Committee of our Board of Directors is composed of three members who are independent, outside directors as defined under NASDAQ director independence rules.  The Compensation Committee has furnished the following report:

 

We determine the total compensation of the Company’s CEO.  With input from the CEO, we also determine the total long-term compensation of the other executive officers and the total short-term and long-term compensation of the directors.  We do not have power to delegate our authority.  The role and responsibilities of the Compensation Committee are set forth in a written Charter adopted by the Board.  Our Compensation Committee charter can be located at our website www.kybank.com in the section entitled “About Us” under “Investor Relations” in the “Corporate Information — Governance Documents” subsection.

 

The Compensation Committee reviews and reassesses the Charter annually, and recommends any changes to the Board for approval.

 

Please refer to “Compensation Discussion and Analysis” above for a more thorough discussion of the Company’s philosophy and procedures. We have reviewed and discussed the Compensation Discussion and Analysis with management.  Based on our review of the Compensation Discussion and Analysis and discussions with management, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for its 2019 Annual Meeting of Shareholders.

 

Dated:  March 28, 2019

 

Edwin S. Saunier, Chairman
Henry Hinkle

Ted McClain

 

Compensation of Named Executive Officers.

 

Summary Compensation Table

 

The table below summarizes the total compensation paid to or earned by our CEO, our Chief Financial Officer, and each of our three most highly compensated executive officers other than the CEO and Chief Financial Officer.

 

Summary Compensation Table

 

 

 

 

 

 

2018 Pay Ratio Disclosure

 

(1)  The amounts under this column represent the aggregate grant date fair value of the restricted stock that we granted Mr. Prichard and our median employee computed in accordance with FASB ASC Topic 718.  

   

(2) Represents cash payments from satisfaction of the performance goals under the MIP plan.  See discussion above under “Currently Paid Compensation Components:  Performance-Based Incentive Compensation”.

   

(3) The amounts reflected in this column for both Mr. Prichard and the median employee include the Company’s matching contributions of the first 6% of voluntarily deferred salary contribution into his/her 401(k) plan (which was $16,500 for Mr. Prichard).  The remaining amounts in the column for Mr. Prichard include premiums paid for life insurance, a car allowance, and director fees of $12,400.

 

In determining the median employee compensation, the Company calculated the total annual compensation for 2018 for all full time and part time active employees as of December 31, 2018 (the “Identification Date”), excluding the President/CEO.  We did not exclude any employees.  We used gross pay reported on our employees’ 2018 Form W-2 to determine annual total compensation for those that were employed for the full year.  For full-time employees who had not been employed by the Company the full year, annual total compensation was determined by using current agreed upon annual salary as of the Identification Date.  For part-time employees who have not been employed by the Company the full year, annual total compensation was determined by annualizing the gross pay reported on the employee’s 2018 Form W-2.  Additionally, we computed the value of stock awards in accordance with FASB ASC Topic 18.  The President/CEO’s total annual compensation is approximately fourteen (14) times larger than the median employee’s annual total compensation.