Sector: Financials
COMMUNITY TRUST BANCORP INC · Meeting: April 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Board of Ten Directors
Appointed June 25, 2025, well within the 24-month new-director exemption from the TSR trigger, and brings relevant legal and business experience; no overboarding, attendance, or independence concerns identified.
CTBI's 3-year price return of 64.2% outpaces QABA (First Trust NASDAQ ABA Community Bank Index) by +30.8 percentage points, well below the 65-percentage-point threshold required to trigger a vote against under the strong-positive TSR tier; no overboarding or other concerns identified.
CTBI's strong outperformance vs. QABA (First Trust NASDAQ ABA Community Bank Index) means the TSR trigger does not apply; Ms. Luallen serves as lead independent director and audit committee chair with strong financial management credentials and no overboarding concerns.
TSR trigger does not apply given CTBI's outperformance vs. QABA (First Trust NASDAQ ABA Community Bank Index); Ms. Matthews is independent, serves on appropriate committees, and brings relevant executive and operational experience.
TSR trigger does not apply; Mr. McGhee has served since 2005 with extensive business management experience, is independent, and no overboarding, attendance, or other concerns are identified.
TSR trigger does not apply given CTBI's strong outperformance vs. QABA (First Trust NASDAQ ABA Community Bank Index); Mr. Minnifield is independent with over 30 years of finance and management experience and no overboarding concerns.
Appointed January 2024, roughly two years of tenure — TSR trigger does not meaningfully apply given both the short tenure and CTBI's strong outperformance vs. QABA (First Trust NASDAQ ABA Community Bank Index); brings operational and acquisition expertise.
TSR trigger does not apply; Mr. St. Charles has served since 2010, chairs the compensation committee, and brings deep banking and financial industry consulting expertise with no overboarding concerns.
TSR trigger does not apply given CTBI's strong outperformance vs. QABA (First Trust NASDAQ ABA Community Bank Index); Dr. Street is independent with substantial business management and financial experience and no overboarding concerns.
Appointed November 2023, within roughly 24 months — TSR trigger exemption applies; Dr. Webb brings leadership development and organizational expertise, and no other concerns are identified.
All ten nominees receive a FOR vote. CTBI's 3-year price return of 64.2% outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) by +30.8 percentage points, well short of the 65-percentage-point threshold required to trigger votes against directors under the strong-positive TSR tier. No director has overboarding issues, attendance problems, independence concerns, or familial relationships with management. Two newer directors (Baird, Webb) fall within the 24-month new-director exemption regardless.
CEO
Mark A. Gooch
Total Comp
$1,639,760
Prior Support
97%%
CEO Mark A. Gooch received total compensation of $1,639,760 in 2025, which is reasonable for a CEO of a $1.1 billion market-cap community bank holding company and is not flagged as above benchmark. The pay structure has a meaningful variable component — salary was $721,962 (approximately 44% of total pay), with the remaining 56% tied to performance-based cash incentives and restricted stock awards linked to EPS, return on assets, and cumulative net income goals, satisfying the 50-60% variable pay requirement. CTBI's stock delivered a 3-year return of 64.2%, outperforming the QABA (First Trust NASDAQ ABA Community Bank Index) by +30.8 percentage points, and the prior say-on-pay vote received approximately 97% shareholder support, indicating strong alignment between pay and performance.
Auditor
BDO USA, P.C.
Tenure
1 yrs
Audit Fees
$464,500
Non-Audit Fees
$113,534
BDO USA, P.C. was only engaged in October 2024 (replacing Forvis Mazars) and has completed just one fiscal year audit, so tenure is approximately one year — well below the 25-year threshold. Non-audit fees (audit-related fees of $74,000 plus tax fees of $39,534 totaling $113,534) represent approximately 24% of audit fees of $464,500, comfortably below the 50% independence-concern threshold. No restatements or other concerns are identified, and BDO is a large national firm appropriate for CTBI's $1.1 billion market cap.
The 2026 CTBI annual meeting ballot contains three standard proposals: election of ten directors, ratification of BDO USA as auditor, and an advisory say-on-pay vote. All proposals receive a FOR vote — the director slate is clean with no TSR, overboarding, or independence concerns given CTBI's strong outperformance vs. QABA (First Trust NASDAQ ABA Community Bank Index), BDO is newly engaged with a low non-audit fee ratio, and executive pay is reasonably structured with strong variable components and 97% prior shareholder support. No stockholder proposals appear on this year's ballot.
13 companies disclosed in 2026 proxy filing
