UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 18, 2022, the Compensation Committee of Republic Bancorp, Inc. (the “Company” or “Republic”), the parent company of Republic Bank & Trust Company (the “Bank”) 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 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:
| ● | 6,506 Restricted Shares, vesting December 31, 2024; |
| ● | 3,839 PSUs; and |
| ● | 19,474 NQSOs, that are exercisable between the third and fourth anniversary of the grant date. |
Mr. Sipes and Mr. Nelson were each granted the following:
| ● | 667 Restricted Shares, vesting December 31, 2024; |
| ● | 959 PSUs; and |
| ● | 4,868 NQSOs, that are exercisable between the third and fourth anniversary of the grant date. |
The awarded PSUs will be settled in early 2023 by issuance of Restricted Shares (shares generally subject to forfeiture if employment ends before December 31, 2024) based on the Bank’s percentile ranking among its peers for its return on average assets (“ROAA”) and efficiency ratio as published by the Federal Financial Institutions Council (“FFIEC”) in its December 31, 2022, Uniform Bank Performance Report (“UBPR”). Each executive can earn the right to be issued Restricted Shares of up to 150% of the number of PSUs granted if the Bank’s rank against peers is high enough. 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 2021 Bonuses
On January 18, 2022, the Company’s Compensation Committee of the Company approved discretionary bonus payouts for certain executive officers of the Company in-line with the discretionary bonus payouts made to, in general, all its associates whose goals were tied to the performance of the Total Company and the Core Bank.
Named Executive Officers receiving discretionary payouts for the 2021 calendar year, include Steve Trager, Executive Chair and CEO of the Company and Messrs. Pichel and Sipes. No other bonus payouts are expected for these executive officers related to the 2021 calendar year.
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Overall payouts for these officers were as follows:
Executive Officer | Position | Discretionary Payout |
Steve Trager | Executive Chair & CEO | $150,000 |
Logan Pichel | CEO of the Bank | $250,000 |
Kevin Sipes | Executive Vice President & CFO | $ 87,500 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Republic Bancorp, Inc. | ||
(Registrant) | ||
Date: January 20, 2022 | By: | /s/ Kevin Sipes |
Executive Vice President, Chief Financial Officer & Chief Accounting Officer |
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