DEF: Republic Bancorp Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Republic Bancorp announces its 2025 Annual Meeting of Shareholders to be held on April 24, 2025, detailing proposals for director elections, executive compensation, stock incentive plan approval, and accounting firm ratification.

Summary

• Republic Bancorp, Inc. will hold its 2025 Annual Meeting of Shareholders on April 24, 2025, in Louisville, Kentucky.
• Shareholders will vote on the election of 15 directors, an advisory vote on executive compensation, approval of the 2025 Stock Incentive Plan, and ratification of Forvis Mazars as the independent accounting firm.
• The Board of Directors recommends voting 'FOR' all proposals.
• As of December 31, 2024, Republic had total assets of $6.8 billion, total deposits of $5.2 billion, and total shareholders equity of $992 million.
• The company's most recent Net Promoter Score (NPS) was 75.5 in Q4 2024.
• The company has provided small business clients over $5 million in funding through the Community Loan Fund.
• The company has made more than $275 million in community development loans for affordable housing, community services, and economic development.
• Over $83.8 million in non-conventional mortgage loans were made to nearly 2,135 lowto moderate-income families and individuals in the last three years.

Sentiment

Score: 7

Explanation: The document presents a positive outlook with a focus on corporate governance and shareholder value. The company's financial metrics and community involvement are highlighted, contributing to a moderately positive sentiment.

Positives

• The Board of Directors believes the proposals are in the best interests of Republic and its shareholders.
• Republic's Net Promoter Score (NPS) is significantly higher than the average for all banks.
• The company is committed to strengthening communities through community development loans and non-conventional mortgage loans.
• The company is investing in its workplace through education, mentorship, and recruiting.
• The company has established an independent hotline for the anonymous reporting of ethics and compliance issues.
• The company has a strong focus on customer service and satisfaction.

Negatives

• The document does not explicitly state any negative aspects of the company's performance or outlook.
• The company identified that a Republic Credit Solutions products contractual terms were not sufficiently communicated internally, and the controls were not designed to identify and test all relevant transactional data posting to the Companys financial statements for the product.

Risks

• The document does not explicitly state any current issues or potential future challenges.
• The company faces risks related to fraud and cybersecurity issues.
• The company faces risks related to information technology and information security.

Future Outlook

The Board of Directors has determined that the proposals to be considered at the Annual Meeting are in the best interests of Republic and its shareholders.

Management Comments

• On behalf of the Board of Directors and the officers and associates of Republic, I would like to take this opportunity to thank our shareholders for your continued support Steven E. Trager, Executive Chair and Chief Executive Officer.

Industry Context

The document provides information relevant to the banking and financial services industry, particularly concerning corporate governance, executive compensation, and shareholder engagement. It reflects standard practices for publicly traded companies in the sector.

Comparison to Industry Standards

• The document mentions that Republic's Net Promoter Score (NPS) is over two and one-half times the average NPS score for all banks measured in 2024, indicating a strong focus on customer satisfaction compared to industry peers.
• The document mentions a peer group of publicly traded bank holding companies and/or banks with a relatively similar market capitalization, business units, and asset size: Metropolitan Commercial Bank (NYSE: MCB), Green Dot Corporation (NYSE: GDOT), Pathward Financial, Inc. (formerly known as MetaBank) (NASDAQ: CASH), The Bancorp, Inc. (NASDAQ: TBBK), Lakeland Financial Corp. (NASDAQ: LKFN), Community Trust Bancorp, Inc. (NASDAQ: CTBI), 1st Source Corporation (NASDAQ: SRCE), Park National Corporation (NYSEAMERICAN: PRK), FB Financial Corporation (NYSE: FBK), Stock Yards Bancorp, Inc. (NASDAQ: SYBT), Premier Financial Corp (NASDAQ: PFC), German American Bancorp, Inc. (NASDAQ: GABC), First Savings Financial Group, Inc. (NASDAQ: FSFG), City Holding Company (NASDAQ: CHCO), Seacoast Banking Corporation of Florida (NASDAQ: SBCF).

Related Party Transactions

• The Bank leases space in buildings owned by a limited liability company, MAKBE, LLC, whose managing members are the children and nephews of Steven E. Trager, the Chair/CEO, and limited liability companies whose managing members are Steven E. Trager and MAKBE, LLC.
• The aggregate annual amount paid under these affiliate leasing arrangements in 2024 was $4,670,634.
• By an agreement dated December 14, 1989, as amended August 8, 1994, the Bank entered into a split-dollar insurance agreement with a trust established by the Companys deceased former Chairman, Bernard M. Trager, father of Chair/CEO, Steven E. Trager, which by agreement, the trust assigned to MAKBE, LLC, whose managing members are the children and nephews of Steven E. Trager, in 2016.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Employees are affected by the stock incentive plan and executive compensation policies.
• Communities benefit from the company's community development loans and investments.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board of Directors will consider the outcome of the shareholder votes in future decision-making.

Key Dates