Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Grants of Long-Term Incentive Equity Awards
On January 17, 2023, the Compensation Committee (the "Committee") of Republic
Bancorp, Inc. (the "Company" or "Republic") awarded shares of restricted stock
(the "Restricted Shares"), performance share units ("PSUs"), and nonqualified
stock options ("NQSOs") (collectively the "Equity Awards") to certain executive
officers, including Logan Pichel, Chief Executive Officer and President of
Republic Bank & Trust Company (the "Bank"); Kevin Sipes, Executive Vice
President and Chief Financial Officer; and William (Bill) Nelson, President of
the Republic Processing Group.
Mr. Pichel was granted the following:
? 4,757 Restricted Shares, vesting December 31, 2025;
? 4,757 PSUs; and
? 21,505 NQSOs, that are exercisable between December 31, 2025 and December 31,
2026.
Mr. Sipes and Mr. Nelson were each granted the following:
? 1,189 PSUs; and
? 5,376 NQSOs, that are exercisable between December 31, 2025 and December 31,
2026.
The awarded PSUs will be settled in early 2024 by issuance of Restricted Shares
(shares generally subject to forfeiture if employment ends before December 31,
2025) based on the Company's achievement of certain return on average assets
("ROAA") percentages and efficiency ratios. In addition, in order to receive a
payout for either the ROAA percentages or efficiency ratios, the Company must
maintain its ranking as calculated as of September 30, 2022 for that particular
category among a group of selected peers. All shares of stock issued under the
PSUs or as Restricted Stock must be held by the officer for a period of two
years after the vesting date.
This summary of the Equity Awards is qualified in its entirety by reference to
the text of the Equity Award agreements, the forms of which were filed as
Exhibits to the Company's Current Report on Form 8-K dated January 27, 2021 and
are incorporated herein by reference.
Approval of Discretionary 2022 Bonuses
On January 17, 2023, the Committee approved discretionary bonus payouts related
to the 2022 calendar year for certain Named Executive Officers including Juan
Montano, Executive Vice President & Chief Mortgage Banking Officer, as well as
Messrs. Trager, Pichel, and Sipes.
As previously described in the Company's discussion and analysis of compensation
in its annual proxy solicitation materials, Messrs. Trager, Pichel, and Sipes
participate in the Company's Bonus Incentive Compensation Program. The Bonus
Incentive Compensation Program's incentive compensation goals are tied to the
overall performance of the total company ("Total Company") as measured through
the Total Company's gross operating profit ("Total Company GOP"). The
discretionary bonuses set forth in the table below are in addition to bonus
incentive compensation awards payable under the Bonus Incentive Compensation
Program as described in the proxy solicitation materials. Additionally, these
discretionary bonuses are in-line with the discretionary bonuses approved for,
in general, all other Company associates whose goals were tied to the Total
Company GOP for 2022.
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Also as previously described in the Company's discussion and analysis of
compensation in its annual proxy solicitation materials, Mr. Montano's bonus
incentive compensation goals are tied to the overall performance of the
Warehouse Lending division and Company-wide mortgage origination volume. The
discretionary bonus set forth in the table below for Mr. Montano is in addition
to the bonus incentive compensation award payable related to the Warehouse
Lending division and mortgage origination results as described in the proxy
solicitation materials.
The discretionary bonus amounts for 2022 for these officers were as follows:
Payout
Executive Officer Position Discretionary
Payout
Steve Trager Executive Chair & CEO $40,000
Logan Pichel CEO of the Bank $50,000
Kevin Sipes Executive Vice President & CFO $17,500
Juan Montano Executive Vice President & CMBO $50,000
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