Proxy Statement (definitive) (def 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻

◻ Preliminary Proxy Statement

◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6e(2))

⌧ Definitive Proxy Statement

◻ Definitive Additional Materials

◻ Soliciting Material under Rule 14a-12

Community Trust Bancorp, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Kentucky (state or other jurisdiction of incorporation)	001-31220 (commission file number)	61-0979818 (irs employer identification no.)

346 North Mayo Trail, Pikeville, Kentucky (address of principal executive offices)		41501 (zip code)

Registrant’s telephone number, including area code (606) 432-1414

Payment of Filing Fee (Check the appropriate box):

⌧ No fee required.

◻ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

◻ Fee paid previously with preliminary materials.

◻	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule, or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

COMMUNITY TRUST BANCORP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 27, 2021

The Annual Meeting of Shareholders of Community Trust Bancorp, Inc. (“CTBI”) will be a live virtual meeting held via the Internet at http://www.virtualshareholdermeeting.com/CTBI2021 on Tuesday, April 27, 2021 at 10:00 a.m. EDT for the following purposes:

1.	To elect a Board of eleven directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualify.

2.	To ratify and approve the appointment of BKD, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021.

3.	To approve the advisory (nonbinding) resolution relating to executive compensation.

4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

Only those holders of stock of record at the close of business on February 26, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

The Board of Directors recommends that you vote FOR each of the nominees for director, FOR the ratification and approval of the independent registered public accounting firm, FOR the approval of the advisory (nonbinding) resolution relating to executive compensation, and that you grant discretion on such other business as may properly come before the meeting or any adjournment.

CTBI is furnishing all proxy materials, including the Proxy Card, to our shareholders via direct mail, except for shareholders who have previously elected to receive their documents via electronic delivery. However, all of the proxy materials listed below may also be obtained over the Internet at http://materials.proxyvote.com/204149:

•	Notice of Annual Meeting of Shareholders

•	CTBI’s Proxy Statement

•	CTBI’s 2020 Annual Report to Shareholders

•	Form of Proxy

Since the Annual Meeting will be a virtual meeting, you can attend the 2021 Annual Meeting online, vote your shares electronically, and submit questions during the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/CTBI2021. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted on our meeting site at http://www.virtualshareholdermeeting.com/CTBI2021. Be sure to have your 12-Digit Control Number to enter the Annual Meeting. We will begin mailing and electronically distributing, as applicable, this proxy statement to the shareholders of CTBI on or about April 1, 2021. We hope you will join us for our Annual Meeting of Shareholders.

By Order of the Board of Directors

/s/ Jean R. Hale

Jean R. Hale

Chairman of the Board, President, and Chief Executive Officer

Pikeville, Kentucky

April 1, 2021

IMPORTANT

WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL MEETING, PLEASE SUBMIT A PROXY.

Community Trust Bancorp, Inc.

346 North Mayo Trail

Pikeville, Kentucky 41501

PROXY STATEMENT

Annual Meeting of Shareholders

to be held April 27, 2021

INTRODUCTION

This Proxy Statement and accompanying proxy are furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of CTBI for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 27, 2021, at 10:00 a.m. (EDT). The Annual Meeting will be a live virtual meeting held via the Internet at http://www.virtualshareholdermeeting.com/CTBI2021. A copy of CTBI’s 2020 Annual Report to Shareholders accompanies this Proxy Statement.

In accordance with rules adopted by the U.S. Securities and Exchange Commission (“SEC”), our proxy materials may also be accessed on the Internet at http://materials.proxyvote.com/204149. The cost of solicitation of proxies will be borne by CTBI. In addition to the use of the mail, proxies may be solicited on-line during the virtual Annual Meeting, by telephone and other means of communication by directors, officers, and other employees of CTBI, none of whom will receive additional compensation for such services. CTBI will also request brokerage houses, custodians, and nominees to forward soliciting materials to the beneficial owners of stock held of record by them and will pay the reasonable expenses of such persons for forwarding such materials. This Proxy Statement and the accompanying proxy are first being mailed or given to shareholders of CTBI on or about April 1, 2021.

RECORD DATE AND VOTING SECURITIES

The Common Stock of CTBI (“Common Stock”) is the only class of outstanding voting securities. Only holders of Common Stock of record at the close of business on February 26, 2021 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. At the Record Date, there were 17,826,076 shares of Common Stock outstanding. With respect to the election of directors, shareholders have cumulative voting rights. Accordingly, each shareholder will have the right to cast as many votes in the aggregate as equals the number of shares of Common Stock held by the shareholder multiplied by the number of directors to be elected at the Annual Meeting. Each shareholder may cast all of his or her votes for one candidate or distribute such votes among two or more candidates. Shareholders will be entitled to one vote for each share of Common Stock held of record on the Record Date with regard to all proposals and other matters that properly come before the Annual Meeting or any adjournment thereof.

Each proxy, unless the shareholder otherwise specifies, will be voted in favor of the election of the eleven nominees for director named herein, for the approval of the appointment of BKD, LLP as CTBI’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021 and for the approval of the advisory (nonbinding) resolution relating to executive compensation. Where a shareholder has appropriately specified how the proxy is to be voted, it will be voted accordingly. As to any other matter which may properly be brought before the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the proxy. Shareholders may vote by mail, by telephone, or over the Internet by following the instructions on the Proxy Card. A shareholder may revoke his or her proxy at any time prior to its exercise. Revocation may be effected by written notice to CTBI, by a subsequently dated proxy received by CTBI, by revocation on-line during the virtual Annual Meeting or any adjournment thereof, or by voting during the virtual Annual Meeting or any adjournment thereof.

A majority of the outstanding shares is required to be present, via participation in the virtual Annual Meeting or by proxy, to constitute a quorum to transact business at the Annual Meeting. Abstentions will be treated as present for purposes of determining a quorum, but as unvoted shares for purposes of determining the approval of any matter submitted to the shareholders for a vote. If a broker indicates that it does not have discretionary authority as to certain shares to vote on a particular matter, such shares will not be considered as present and entitled to vote with respect to such matter. At the Annual Meeting, brokers and other nominees will not have discretionary authority with respect to election of directors or approval of the advisory nonbinding resolution relating to executive compensation. Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to such proposals.

PRINCIPAL SHAREHOLDERS

The following table sets forth information as to each shareholder known by CTBI to beneficially own more than five percent of the Common Stock as of the Record Date.

Beneficial Owner	Amount and Nature	Percent
Name and Address	of Beneficial Ownership	of Class
Community Trust and Investment Company	1,859,586 (1)	10.4%
As Fiduciary
100 East Vine St., Suite 501
Lexington, Kentucky 40507

BlackRock Inc.	1,309,315 (2)	7.3%
55 East 52^nd Street
New York, NY 10055

Dimensional Fund Advisors LP	1,117,808 (3)	6.3%
100 Vanguard Blvd.
Malvern, PA 19355

(1)

The shares indicated are held by Community Trust and Investment Company, a subsidiary of CTBI, in fiduciary capacities as trustee, executor, agent, or otherwise. Of the shares indicated, Community Trust and Investment Company has sole voting rights with respect to 1,263,030 shares and no voting rights with respect to 596,556 shares. Community Trust and Investment Company has sole investment authority with respect to 473,629 shares, shared investment authority with respect to 92,925 shares, no investment authority with respect to 30,002 shares, and directed investment authority with respect to 1,263,030 shares; 786,979 shares are held by CTBI’s Employee Stock Ownership Plan (“ESOP”) and 476,051 shares are held by the 401(k) Plan. Each participant for whom shares are maintained in his or her ESOP or 401(k) Plan account is entitled to direct the Trustee as to the manner in which voting rights will be exercised with respect to such shares. The Trustee will vote in its discretion all unallocated shares and all shares for which no voting instructions are timely received.

(2)	This information is taken from a Schedule 13G/A filed January 29, 2021 with respect to holdings of BlackRock Inc. subsidiaries as of December 31, 2020. The Schedule 13G/A reports sole voting power with respect to 1,279,945 shares and sole dispositive power with respect to 1,309,315 shares.

(3)

This information is taken from a Schedule 13G/A filed February 12, 2021 with respect to holdings of Dimensional Fund Advisors LP and its subsidiaries as of December 31, 2020. The Schedule 13G/A reports sole voting power with respect to 1,056,685 shares and sole dispositive power with respect to 1,117,808 shares.

ELECTION OF DIRECTORS

CTBI’s directors are elected at each Annual Meeting of Shareholders and hold office until the next election of directors or until their successors are duly elected and qualify. The persons named below have been nominated for election to serve until the next Annual Meeting of Shareholders. All of the these individuals currently serve as directors of CTBI, except David Collins, Ina Michelle Matthews, and Chad C. Street, whom have been nominated for election to the Board by the Nominating and Corporate Governance Committee. Nick Carter will be retiring from the Board effective April 2021 and, therefore, will not be standing for reelection.

Charles J. Baird

David Collins

Franklin H. Farris, Jr.

Jean R. Hale

Eugenia Crittenden “Crit” Luallen

Ina Michelle Matthews

James E. McGhee II

Franky Minnifield

M. Lynn Parrish

Anthony W. St. Charles

Chad C. Street

Unless authority to do so is withheld, it is the intention of the persons named in the proxy to vote for the election of each of the nominees listed above. All nominees have indicated a willingness to serve and CTBI does not anticipate that any of the above nominees will decline or be unable to serve if elected as a director. However, in the event that one or more of such nominees is unable, unwilling, or unavailable to serve, the persons named in the proxy shall have authority, according to their judgment, to vote for such substitute nominees as they, after consultation with CTBI’s Board of Directors, shall determine. If considered desirable, cumulative voting will be exercised by the persons named in the proxy to elect as many of such nominees as possible.

The Nominating and Corporate Governance Committee assists the Board in identifying qualified persons to serve as directors of CTBI. The Committee will evaluate proposed director nominees, including incumbent directors, prior to recommending re-nomination. The Nominating and Corporate Governance Committee selects as candidates for nomination individuals of high personal and professional integrity and ability who can contribute to the Board’s collective effectiveness in serving the interests of CTBI’s shareholders. Maturity of judgment and community leadership are considered strengths for Board members. Although the Committee does not utilize a specific or formulaic diversity policy or requirement, it does consider the make-up of the Board as a whole and favorably views Board diversity with respect to the following attributes: professional and life experience, education, skills, age, race, and gender.

Each of the above-listed nominees has been identified as possessing good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Each nominee also brings a strong and varied background and set of skills to the Board of Directors, giving the Board, as a whole, competence and experience in a range of areas.

Below is the information concerning each of the director nominees, including each nominee’s particular and specific qualifications, attributes, and skills which led the Board to conclude that he/she should serve as a director. As more fully described below, the nominees for director collectively have skills in areas considered by the Nominating and Corporate Governance Committee to be valuable to CTBI, including experience in finance, accounting, legal matters, management, operations, and business development and growth, within the financial institutions, energy, and other business sectors.

Charles J. Baird, age 71, was appointed to the Board in 1987. He currently serves as Chairman of the Board’s Corporate Retirement and Employee Benefit Committee, as Vice Chairman of the Board’s Executive Committee, and as a member of the Risk and Compliance Committee. Mr. Baird has been an attorney with Baird and Baird, PSC since 1975. He became President of Baird and Baird, PSC in 2009. In addition to his more than 40 years of legal and management experience, he has attended seminars on banking law, corporate finance, and numerous legal matters, has been involved in numerous significant acquisitions during his legal career, and has been a director of many organizations over the years. Mr. Baird has extensive legal experience in the businesses of coal, natural gas, and other natural resources, including the origination and management of such enterprises. Mr. Baird is currently Chairman of the Appalachian Wireless Arena, formerly Eastern Kentucky Exposition Center, and Coal Operators and Associates, Inc. He was a member of the Workers’ Compensation Board Nominating Commission of Kentucky from 1987 until 2010, serving as Chairman for 10 years, and resumed service as a member from 2013 to 2016. Mr. Baird also serves as a director of Community Trust and Investment Company, a subsidiary of CTBI. During his extensive professional career, Mr. Baird has developed relationships with many of our shareholders, customers, and employees.

David Collins, age 74, has been nominated for election to the Board by the Nominating and Corporate Governance Committee. He has served as a director of Community Trust Bank, Inc. (“CTB”), CTBI’s lead subsidiary, since 2005. He currently serves as Vice Chairman of CTB’s Risk and Compliance Committee, a member of the Audit and Asset Quality Committee, and a member of CTB’s Loan Committee. Mr. Collins served as managing partner of Collins & Slone, CPA’s, a local public accounting firm, and the predecessor firm of Collins & Love from 1978 to his retirement and withdrawal from the firm January 1, 2019. As a certified public accountant, he worked for numerous clients, primarily in Eastern Kentucky, that were in need of accounting and tax services. His experience as a CPA afforded him the opportunity to gain experience in various industries, including mining, oil and gas, wholesale petroleum products, radio broadcasting, and others. Mr. Collins has extensive experience in corporate, partnership, and individual income tax, and he continues to consult with a select number of clients on tax, financial, and other business issues. Mr. Collins is a member of the American Institute of Certified Public Accountants and the Kentucky Society of Certified Public Accountants, for which he is a past member of the Executive Committee. He is also a member of the Board of Directors of Pikeville Medical Center, for which he is a member of the Finance Committee and the By-laws Committee and a past Chairman of the Finance Committee and the Nominating Committee. Mr. Collins is also a past member of the Board of Trustees of Pikeville College, which is now the University of Pikeville, a past member of the Board of Directors of Citizens Bank of Pikeville, which is now U.S. Bank, and a past advisory director for the U.S. Bank Pikeville Branch.

Franklin H. Farris, Jr., age 70, was appointed to the Board on February 26, 2019. Mr. Farris serves as Chairman of the Board’s Audit and Asset Quality Committee and as a member of the Board’s Risk and Compliance Committee and Nominating and Corporate Governance Committee. He served as managing partner of the Louisville office of KPMG LLP (KPMG), an international public accounting firm, from 2004 to 2009. Mr. Farris, a certified public accountant, was an audit partner with KPMG from 1984 until his retirement in September 2009, after 37 years of service. In addition to his managing partner role, Mr. Farris maintained a client partner role on a number of accounting and auditing matters, including significant experience with public companies, as well as those with international operations. Upon his retirement from KPMG, he joined Mountjoy Chilton Medley, a Kentucky-based audit and advisory firm, where he served as an audit partner until 2015. In 2015, he formed Farris Advisory Services, LLC, where he continues to provide chief financial officer type services to small and medium size businesses. In addition, in 2015, he joined the Bluegrass International Fund, an EB-5 Regional Center, as its chief financial officer. Mr. Farris is a member of the American Institute of Certified Public Accountants and the Kentucky Society of Certified Public Accountants.

Jean R. Hale, age 74, was appointed to the Board in 1993 and was elected Chairman in 2004. She currently serves as Chairman of the Board’s Executive Committee and as a member of the Corporate Retirement and Employee Benefit Committee. Ms. Hale also serves as Chairman of the Board of Community Trust Bank, Inc. and Community Trust and Investment Company. Ms. Hale has been employed by CTBI since 1969 and held various positions within the company, primarily in the lending area, serving as Executive Vice President and Senior Lender, Senior Vice President/Commercial Lending, and Vice President/Consumer Lending, as well as serving as Compliance and CRA Officer, prior to becoming President and CEO of CTB in 1993 and President and CEO of CTBI in 1999. She is Chairman of the Board of the Kentucky Economic Development Finance Authority, a member of the Commonwealth Seed Capital, LLC Board, the University of Pikeville Board of Trustees, the ARH Foundation Board, and the Community Depository Institutions Advisory Council of the Federal Reserve Bank of Cleveland. In addition, she serves on the Executive Committee for SOAR (Shaping Our Appalachian Region). Ms. Hale has an extensive history of volunteer service focused on economic development and education having served as Chairman of the Kentucky Chamber of Commerce, Chairman of the Kentucky Community and Technical College System Foundation, Chairman of Big Sandy Community and Technical College, and a member of the Kentucky Economic Development Partnership Board. She also served six years as a member of the Board of the Cincinnati Branch of the Federal Reserve Bank of Cleveland.

Eugenia Crittenden “Crit” Luallen, age 68, was appointed to the Board in 2020. Ms. Luallen was appointed to the Board of Directors of CTB in 2012 and served in that capacity until 2014, at which time she was appointed Lieutenant Governor of Kentucky by Governor Steve Beshear. Ms. Luallen was reappointed to the CTB’s Board in 2016. She currently serves on the Board’s Audit and Asset Quality Committee, Risk and Compliance Committee, and Compensation Committee, as well as CTB’s Loan Committee. She also serves on the board of Community Trust and Investment Company. Ms. Luallen has served seven Kentucky Governors and been elected twice to statewide office. During her long career in state government, Ms. Luallen served in a variety of positions with responsibility for financial management and oversight. Ms. Luallen was elected the state’s Auditor of Public Accounts in 2003 and reelected in 2007, serving a total of eight years. In that position, her office was responsible for auditing all state agencies and county governments. With a then annual budget of over $10 million and a professional staff of 130, the Auditor’s office examined the management and control of institutions and public works in which the state has financial interest or legal power. Prior to that position, Ms. Luallen served seven years as Secretary of the Governor’s Executive Cabinet, a position equivalent to chief operating officer for the Commonwealth of Kentucky, whose operations then involved 39,000 full-time employees and a $17 billion annual state budget. During her tenure as Secretary of the Governor’s Cabinet, she served concurrently for 13 months as State Budget Director. In that capacity, she guided the state budget office staff in the preparation and implementation of the state’s biennial spending plan. Other gubernatorial appointments included Secretary of the state’s Finance and Administration Cabinet, which manages the financial resources of the Commonwealth and provides the central coordination for administrative services. Responsibilities of the Cabinet include investment and debt management, state purchasing, construction of state facilities, property management and computer services. Most recently, Ms. Luallen was appointed by newly elected Governor Andy Beshear in November 2019 to head the State Budget Transition Team as part of the gubernatorial transition. Ms. Luallen serves on the Board of Trustees of Centre College, where she chairs the Governance Committee, and as Vice-Chair of the Board of the James Graham Brown Foundation, the state’s largest philanthropic foundation, and is involved in numerous other civic and charitable activities.

Ina Michelle Matthews, age 50, has been nominated for election to the Board by the Nominating and Corporate Governance Committee. She has served as a director of CTB since 2019. She currently serves on CTB’s Audit and Asset Quality Committee and Risk and Compliance Committee. Mrs. Matthews has served as the President of Childers Oil Company and Double Kwik Convenience Stores since 2012. Childers Oil Company was founded in 1966 and distributes petroleum products and operates convenience stores throughout Eastern Kentucky and Southwest Virginia. Mrs. Matthews serves on the board of the National Association of Convenience Stores (NACS) and Georgetown College. She also serves as the Chairman of Letcher County Tourism and is the founder of the EKY Heritage Foundation with the sole purpose to help tourism and economic development in the Eastern Kentucky region.

James E. McGhee II, age 63, was appointed to the Board in 2005. He currently serves as Chairman of the Board’s Risk and Compliance Committee, as Vice Chairman of the Corporate Retirement and Employee Benefit Committee and the Nominating and Corporate Governance Committee, and as a member of the Executive Committee and the Audit and Asset Quality Committee. Mr. McGhee was an executive officer of Mountain Valley Explosives from 1995 until 2006 at which time he sold the company and formed Three JC Investments, LLC. As President of Three JC Investments, LLC, he is involved in explosives consulting, natural gas development, and commercial property. Over the years, Mr. McGhee has started several small businesses involving property and energy. He also served as Executive Director of Dyno Explosives Distributors Association. During his career, Mr. McGhee was responsible for sales, acquisition, distribution, personnel, and financial reporting for several locations with Coal-Mac, Sandy Valley Explosives, and Dyno East Kentucky (dba Mountain Valley Explosives). In addition to Mr. McGhee’s business management experience, he has attended several business related safety, sales, and management seminars, an accounting for non-accountants seminar, and continuing education classes for directors.

Franky Minnifield, age 61, was appointed to the Board in 2020. He has served as a director of CTB since 1998. He currently serves on the Board’s Audit and Asset Quality Committee, Corporate Retirement and Employee Benefit Committee, and Risk and Compliance Committee, as well as CTB’s Loan Committee. Mr. Minnifield is the president and founder of Minnifield Enterprize, Inc., a general contracting company, and has a long-standing contract with Toyota Motor Manufacturing providing goods and services (non-auto parts related) within the operations of North America, Canada, and Mexico. Mr. Minnifield brings over 30 years of finance, accounting, and management experience with extensive knowledge in small business startups. In 1996, he started the Kentucky Pro Football Hall of Fame organization where he currently serves as the executive director. Mr. Minnifield was formerly Chairman of the University of Louisville Board of Trustees and a member of the University of Louisville Foundation’s board. He is also a former member of the Lexington Chamber of Commerce Board.

M. Lynn Parrish, age 71, was appointed to the Board in 1993. He currently serves as the lead independent director of the Board, Chairman of the Board’s Nominating and Corporate Governance Committee, Vice Chairman of the Audit and Asset Quality Committee and the Compensation Committee, and a member of the Executive Committee and the Risk and Compliance Committee. Mr. Parrish has been President of Marwood Land Company, Inc., a mineral development company, since 1992. He co-founded Coal-Mac, Inc., a coal marketing and production company, in 1978 and served as its president until 1992. In this capacity, Mr. Parrish oversaw all corporate functions, including accounting and finance, until Coal-Mac, Inc. was acquired by a public company in 1989. In 1993, he co-founded Knott Floyd Land Company, Inc., another coal marketing and production company. As its Chairman of the Board and President, Mr. Parrish oversaw all functions of the company, including accounting and finance. In 2006, Knott Floyd Land Company, Inc. was acquired by a private equity fund. Today, Mr. Parrish has an ownership interest in Jigsaw Enterprises, LLC, an engineering and excavating company, Bit Source LLC, a software development company, Eastern Telephone and Technologies, Inc., an electrical and digital company, and Mountain Top Media, LLC, a media company. Mr. Parrish has served on several boards of directors over the years, including the Kentucky Chamber of Commerce and Pikeville Medical Center, and is currently a board member of Leadership Institute for School Principals, CEDAR, Inc., and the University of Pikeville, among others.

Anthony W. St. Charles, age 62, was appointed to the Board in 2010. He currently serves as Vice Chairman of the Board’s Corporate Retirement and Employee Benefit Committee and as a member of the Audit and Asset Quality Committee, Risk and Compliance Committee, and Compensation Committee. Mr. St. Charles is the President and Chief Executive Officer of The St. Charles Group, LLC of Cincinnati, Ohio. Mr. St. Charles has provided consulting services and subject matter expertise to financial institutions and technology companies in the United States and Europe for the past 30 years. His company specializes in control environment reviews, finance related remedial activities, electronic banking, retail delivery channel analysis, and operations reengineering for all back office processes. This broad spectrum of financial industry expertise allows Mr. St. Charles to provide valuable insight to the Board of Directors. Prior to the formation of his own company, Mr. St. Charles was involved in Sales and Consulting with the Unisys Corporation for five years and held officer level positions with U.S. Bank for fourteen years.

Chad C. Street, DMD, MD, age 49, has been nominated for election to the Board by the Nominating and Corporate Governance Committee. He has served as a director of CTB since 2017. He currently serves on CTB’s Audit and Asset Quality Committee and Risk and Compliance Committee. Dr. Street received his undergraduate degree at Pikeville College, currently the University of Pikeville, from 1989-1992. He completed his Doctor of Dental Medicine (DMD) degree from the University of Kentucky College of Dentistry in May 1996, and then enrolled into the combined DMD, MD Oral & Maxillofacial Surgical residency program at the University of Kentucky Chandler Medical Center, from which he completed his training in June 2003. Since then, he has been in private practice as an oral and maxillofacial surgeon in Pikeville, Kentucky. In June 2006, he opened his own practice after a three-year associateship with another practice. He is the sole owner and surgeon of the East Kentucky Oral & Maxillofacial Surgery, PSC practice, and owns his own real estate management company, Street Investments, LLC. Dr. Street has staff privileges for both inpatient and outpatient surgical procedures and consultations at the University of Kentucky Medical Center in Lexington, Kentucky and Pikeville Medical Center in Pikeville, Kentucky. He is a voluntary faculty member at the University of Kentucky Medical School and surgical departments, as well as a voluntary faculty preceptor at the University of Pikeville Osteopathic School of Medicine. Dr. Street has more than 15 years of business management experience, with extensive financial experience and is competent in practice management. He has many years of business/financial experience and is well invested in the local medical and dental communities, serving as past president three different terms for the Kentucky Mountain Dental Society.

The Nominating and Corporate Governance Committee will consider candidates nominated by shareholders. The Nominating and Corporate Governance Committee will evaluate candidates recommended by shareholders on the same basis as it evaluates any other properly recommended nominee. Shareholders who desire to recommend a candidate for election at the next Annual Meeting of Shareholders should submit the name of the candidate and information concerning the qualifications of the candidate by mail to the Nominating and Corporate Governance Committee at CTBI’s address on or before February 15, 2022.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Directors

The following persons are the directors of Community Trust Bancorp, Inc. as of the Record Date. Their security ownership as of the Record Date is as follows:

	Amount and Nature of		Percent
Name	Beneficial Ownership	(1)	of Class
Charles J. Baird	204,190	(3)	1.1%

Nick Carter	3,000		(2)

Franklin H. Farris, Jr.	1,650		(2)

Jean R. Hale	153,565	(4)	(2)

Eugenia Crittenden “Crit” Luallen	0		(2)

James E. McGhee II	29,915		(2)

Franky Minnifield	9,385		(2)

M. Lynn Parrish	174,242	(5)	1.0%

Anthony W. St. Charles	10,061		(2)

All directors and executive officers as a group (19 in number including the above named individuals)	847,622	(6)	4.8%

(1)

Under the rules of the Securities and Exchange Commission, a person is deemed to beneficially own a security if the person has or shares the power to vote or direct the voting of such security or the power to dispose or to direct the disposition of such security. A person is also deemed to beneficially own any shares of which that person has the right to acquire beneficial ownership within sixty days. Shares of Common Stock subject to options exercisable within sixty days are deemed outstanding for computing the percentage of class of the person holding such options but are not deemed outstanding for computing the percentage of class for any other person. Unless otherwise indicated, the named persons have sole voting and investment power with respect to shares held by them. Beneficial ownership of CTBI Common Stock is shown as of the Record Date.

(2)	Less than 1 percent.

(3)

Includes 6,213 shares held as trustee under various trust agreements established by Mr. Baird’s mother, Florane J. Baird, for her grandchildren, 129,000 shares held as trustee of the Bryan M. Johnson Testamentary Trust FBO Rosemary Dean, 30,800 shares held as trustee of the Carolyn A. Baird Family Trust, 220 shares held as trustee under various trust agreements established for Mr. Baird’s grandchildren, and 257 shares held by Mr. Baird’s wife, over which Mr. Baird has no voting or investment power.

(4)	Includes 3,645 restricted shares awarded under CTBI’s stock ownership plans, 26,458 shares held in the ESOP, and 87,666 shares held in the 401(k) Plan which she has the power to vote.

(5)	Includes 113,796 shares held by Mr. Parrish’s wife, Jessica J. Parrish, as trustee of the Trust under the M. Lynn Parrish 2006 GRAT over which Mr. Parrish has no voting or investment power.

(6)	Includes 20,000 shares which may be acquired by all directors and executive officers as a group pursuant to options exercisable within sixty days of the Record Date.

Executive Officers

The following persons are the executive officers of Community Trust Bancorp, Inc. as of the Record Date, in addition to Jean R. Hale, Chairman of the Board, President, and Chief Executive Officer. They are not nominated to serve as directors. Their security ownership as of the Record Date is as follows:

Name	Position	Amount and Nature of Beneficial Ownership		Percent of Class
James B. Draughn	Executive Vice President	37,704	(2)	(1)

James J. Gartner	Executive Vice President	1,694	(3)	(1)

Mark A. Gooch	Executive Vice President and Secretary	66,237	(4)	(1)

Charles Wayne Hancock	Executive Vice President	8,139	(5)	(1)

D. Andrew Jones	Executive Vice President	27,998	(6)	(1)

Larry W. Jones	Executive Vice President	13,266	(7)	(1)

Richard W. Newsom	Executive Vice President	35,555	(8)	(1)

Ricky D. Sparkman	Executive Vice President	29,449	(9)	(1)

Kevin J. Stumbo	Executive Vice President, CFO and Treasurer	24,467	(10)	(1)

Andy D. Waters	Executive Vice President	17,107	(11)	(1)

(1)	Less than 1 percent.

(2)	Includes 8,717 restricted shares awarded under CTBI’s stock ownership plans, 11,296 shares held in the ESOP, and 15,248 shares held in the 401(k) Plan which Mr. Draughn has the power to vote.

(3)	Includes 984 restricted shares awarded under CTBI’s stock ownership plans, 139 shares held in the ESOP, and 71 shares held in the 401(k) Plan which Mr. Gartner has the power to vote.

(4)	Includes 2,267 restricted shares awarded under CTBI’s stock ownership plans, 18,624 shares held in the ESOP, and 21,367 shares held in the 401(k) Plan which Mr. Gooch has the power to vote.

(5)	Includes 1,057 restricted shares awarded under CTBI’s stock ownership plans, 3,584 shares held in the ESOP, and 2,079 shares held in the 401(k) Plan which Mr. Hancock has the power to vote.

(6)

Includes 10,000 shares which Mr. Andrew Jones may acquire pursuant to options exercisable within sixty days of the Record Date, but over which he has no power to vote, and 1,003 restricted shares awarded under CTBI’s stock ownership plans, 9,355 shares held in the ESOP, and 2,688 shares held in the 401(k) Plan which he has the power to vote.

(7)	Includes 1,224 restricted shares awarded under CTBI’s stock ownership plans, 1,656 shares held in the ESOP, and 1,859 shares held in an individual retirement account which Mr. Larry Jones has the power to vote.

(8)	Includes 1,125 restricted shares awarded under CTBI’s stock ownership plans, 13,959 shares held in the ESOP, 12,536 shares held in the 401(k) Plan which Mr. Newsom has the power to vote, and 124 shares held by Mr. Newsom’s wife, over which Mr. Newsom has no voting or investment power.

(9)	Includes 1,125 restricted shares awarded under CTBI’s stock ownership plans, 9,397 shares held in the ESOP, 6,091 shares held in the 401(k) Plan, and 234 shares held in an individual retirement account which Mr. Sparkman has the power to vote.

(10)

Includes 1,228 restricted shares awarded under CTBI’s stock ownership plans, 10,158 shares held in the ESOP, and 11,994 shares held in the 401(k) Plan which Mr. Stumbo has the power to vote.

(11)

Includes 10,000 shares which Mr. Waters may acquire pursuant to options exercisable within sixty days of the Record Date, but over which he has no power to vote, and 1,036 restricted shares awarded under CTBI’s stock ownership plans and 5,241 shares held in the ESOP which he has the power to vote.

DIRECTORS’ COMPENSATION

Directors of CTBI, excluding the Chairman of the Audit Committee, the Chairman of the Risk and Compliance Committee, and the Chairman of the Compensation Committee, who are not also officers of CTBI, were paid $10,625 per quarter for 2020, plus $600 for any committee meeting attended the day prior to regularly scheduled quarterly Board meetings. The Chairman of the Audit Committee was paid $13,125 per quarter. The Chairman of the Risk and Compliance Committee and the Chairman of the Compensation Committee were each paid $11,875 per quarter for 2020. Directors are paid $100 for special committee meetings by telephone and $300 for other committee meetings held on days other than the day prior to regularly scheduled quarterly Board meetings. Directors who are also officers of CTBI did not receive additional compensation for serving as a director. No option awards, stock awards, retirement benefits, or other benefits are provided to directors of CTBI. The following table shows the total fees paid in 2020 to each director serving as of December 31, 2020.

Director	2020 Fees Paid
Charles J. Baird	$	46,100	(1)

Nick Carter		52,700	(1)

Franklin H. Farris, Jr.		55,900

Jean R. Hale		0	(2)

Eugenia Crittenden “Crit” Luallen		49,340	(1)(3)

James E. McGhee II		51,000

Franky Minnifield		47,380	(3)

M. Lynn Parrish		51,300

Anthony W. St. Charles		46,200

Total	$	399,920

(1) Mr. Baird, Mr. Carter, and Ms. Luallen each receive $300 per meeting as directors of Community Trust and Investment Company.

(2) As an officer of CTBI, Ms. Hale does not receive directors’ fees.

(3) Mrs. Luallen and Mr. Minnifield were elected as directors of CTBI in April 2020. Prior to that date, they were paid as directors of CTB. They currently serve as directors of both CTBI and CTB, and their payments are split between the two companies.

For information concerning director compensation for 2021, see the Role of the Compensation Committee section of the Compensation Discussion and Analysis.

CORPORATE GOVERNANCE

The Board of Directors has determined that the following nine of CTBI’s eleven directors and director nominees are “independent” as defined by applicable law and Nasdaq listing standards: David Collins, Franklin H. Farris, Jr., Eugenia Crittenden “Crit” Luallen, Ina Michelle Matthews, James E. McGhee II, Franky Minnifield, M. Lynn Parrish, Anthony W. St. Charles, and Chad C. Street. The independent directors have no relationships with CTBI or its independent auditors other than immaterial relationships which were therefore not considered by the Board in confirming independence. Mr. Parrish has been selected by the Board of Directors as the “lead independent director.”

The lead independent director presides over executive sessions of the Board and acts as the liaison between independent directors and the Chairman of the Board. The lead independent director also provides input to the Chairman of the Board concerning the agendas for Board meetings and performs other duties as assigned by the Board from time to time.

The leadership structure of the Board consists of a combined Chairman and Chief Executive Officer position, which has been held by Ms. Hale since 2004. The Board believes that a unified Chief Executive Officer and Chairman is appropriate and in the best interests of CTBI and its shareholders. The Board believes that combining these roles provides the following advantages:

•	The Chief Executive Officer is the director most familiar with CTBI’s business and is best suited to lead discussions on important matters affecting CTBI’s business;

•	The combination of the roles creates a firm link between management and the Board and facilitates the development and implementation of corporate strategy; and

•	The combination of the positions contributes to a more effective and efficient Board, and the Board believes it does not undermine the Board’s independence, particularly in light of the role played by the Board’s lead independent director.

The lead independent director serves an important corporate governance function by providing separate leadership for the non-management and independent directors. The Board makes the determination of the appropriate leadership structure based on current circumstances. The Board also believes that the solid and profitable performance of CTBI under Ms. Hale’s direction demonstrates the effectiveness of CTBI’s leadership structure. Ms. Hale is the direct link between executive management and the Board, and as a banking professional with over 50 years of industry experience, she provides critical insight and perception to the Board, as well as feedback to executive management, through her understanding of the issues at hand.

During 2020, the Board held four executive sessions, under the guidelines for executive sessions prescribed in the Corporate Governance Guidelines, which included only non-management directors.

Corporate Governance Guidelines and the Code of Business Conduct and Ethics adopted by the Board may be found on CTBI’s website at www.ctbi.com. The Code of Business Conduct and Ethics governs the actions of CTBI’s directors, officers, and employees. The Code is reviewed by the Nominating and Corporate Governance Committee and approved by the Board.

The Board of Directors has adopted a policy, included in CTBI’s insider trading policy, which prohibits directors, executive officers, and their designees from engaging, directly or indirectly, in hedging with respect to any CTBI equity securities or pledging a significant amount of CTBI’s equity securities. For these purposes, “significant” means the lesser of 1% of CTBI’s outstanding equity securities or 50% of the CTBI equity securities owned by the director or executive officer. Under the policy, “hedging” includes any instrument or transaction such as put options, collars, equity swaps, short sales, stock futures, and forward-sale contracts related to CTBI equity securities which offsets or reduces (or is designed to offset or reduce) the risk of price fluctuations of CTBI’s equity securities granted to, or held directly or indirectly by, a director or executive officer, but excludes portfolio diversification transactions and transactions related to broad-based investment vehicles.

Shareholders may communicate directly with the Board of Directors by sending a written communication addressed to the Chairman of the Board of Directors at CTBI’s address.

The Board of Directors held seven meetings during the 2020 fiscal year, including the annual organizational meeting. Each director serving in 2020 attended at least 75% of the aggregate number of Board meetings and meetings of Board committees on which such director served in 2020. It is the Board’s policy that directors should attend each Annual Meeting of Shareholders subject to a substantial personal or business conflict. All of CTBI’s directors holding office at the time attended the 2020 Annual Meeting of Shareholders. The Board has the following committees: Audit and Asset Quality Committee, Compensation Committee, Executive Committee, Nominating and Corporate Governance Committee, Risk and Compliance Committee, and Corporate Retirement and Employee Benefit Committee.

The Audit and Asset Quality Committee (the “Audit Committee”) Charter, which is subject to annual review, was last reviewed and approved in January 2021 and may be found on CTBI’s website at www.ctbi.com. The Audit Committee consists of Franklin H. Farris, Jr. (Chairman), M. Lynn Parrish (Vice Chairman), Nick Carter, Eugenia Crittenden “Crit” Luallen, James E. McGhee II, Franky Minnifield, and Anthony W. St. Charles, all of whom meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards. The Board of Directors has determined that none of the Audit Committee members has a relationship to CTBI that may interfere with his independence from CTBI and its management. The Board has determined that Mr. Farris is an audit committee financial expert for CTBI and is independent as described above. David Collins, Ina Michelle Matthews, and Chad C. Street are expected to be added to the Audit and Asset Quality Committee on April 27, 2021. For further information regarding the Audit Committee, please see the Report of the Audit and Asset Quality Committee below.

The Compensation Committee consists of Nick Carter (Chairman), M. Lynn Parrish (Vice Chairman), Eugenia Crittenden “Crit” Luallen, and Anthony W. St. Charles, all of whom meet the applicable independence standards. The Compensation Committee Charter can be found on CTBI’s website at www.ctbi.com. The Compensation Committee met five times during 2020. See the Role of the Compensation Committee section of the Compensation Discussion and Analysis for more information.

The Nominating and Corporate Governance Committee consists of M. Lynn Parrish (Chairman), James E. McGhee II (Vice Chairman), and Franklin H. Farris, Jr.; all meet the applicable independence standards. The Nominating and Corporate Governance Committee Charter can also be found on CTBI’s website at www.ctbi.com. The Nominating and Corporate Governance Committee: (i) evaluates and recommends nominee directors for election to the Board and appointment to committee membership and (ii) develops and recommends to the Board policies and guidelines relating to corporate governance and the identification and nomination of directors and committee members. This committee is also responsible for the annual review of the Board’s performance as a whole, each committee’s performance as a whole, each individual director’s performance, and the annual review of CTBI’s succession plans for its Chief Executive Officer and other executive officers. Each of our directors is evaluated annually on the basis of personal characteristics, financial literacy, mature confidence, high performance standards, and core competencies. The Nominating and Corporate Governance Committee met two times in 2020. See Election of Directors for more information.

The Risk and Compliance Committee consists of James E. McGhee II (Chairman), Franklin H. Farris, Jr., Eugenia Crittenden “Crit” Luallen, Franky Minnifield, M. Lynn Parrish, and Anthony W. St. Charles, all of whom meet the applicable independence standards. The Risk and Compliance Committee Charter may be found on CTBI’s website at www.ctbi.com. The Risk and Compliance Committee: (i) oversees management’s compliance with all of CTBI’s regulatory obligations arising under applicable federal and state banking and financial institutions laws, rules, and regulations and (ii) oversees management’s implementation and enforcement of CTBI’s risk management policies and procedures. On a quarterly basis, CTBI’s Chief Internal Audit/Risk Officer provides a comprehensive risk report to the Risk and Compliance Committee. The Risk and Compliance Committee met four times during 2019. David Collins, Ina Michelle Matthews, and Chad C. Street are expected to be added to the Risk and Compliance Committee on April 27, 2021.

Under our Corporate Governance Guidelines, the Board is charged with providing oversight of our risk management processes. The Audit Committee and the Risk and Compliance Committee are primarily responsible for overseeing our risk management function on behalf of the Board. In carrying out its responsibilities, the Audit and Risk and Compliance Committees work closely with our Chief Risk Officer and other members of our enterprise-wide risk management team. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including general economic risks, credit risks, regulatory risks, audit risks, reputational risks and others, such as the impact of competition. Management is responsible for the day-to-day management of risks CTBI faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

While the full Board of Directors is charged with ultimate oversight responsibility for risk management, various committees of the Board and members of management also have responsibilities with respect to our risk oversight. The Audit Committee plays a large role in monitoring and assessing our financial, legal, and organizational risks. CTBI utilizes an enterprise-wide risk management (“EWRM”) process designed to provide the Board and management with the capabilities needed to identify, assess, and manage the full spectrum of risks inherent to our industry. While business unit managers are primarily responsible for managing risk inherent in their areas of responsibility, CTBI has established a risk management governance structure to establish policies, monitor adherence to the policies, and manage the overall risk profile of CTBI. CTBI’s EWRM program is not intended to replace normal risk management activities conducted by the business unit managers. The EWRM program is designed to provide a portfolio view of risks across the entire enterprise.

As an integral part of the risk management process, management has established various committees consisting of senior executives and others within CTBI. The purpose of these committees is to closely monitor risks and ensure that adequate risk management practices exist within their respective areas of authority. Some of the principal committees include the Asset/Liability Management (ALCO) Committee, the Loan Portfolio Risk Management Committee, the Senior Credit Committee, the Information Technology Steering Committee, and various compliance-related committees. Overlapping membership of these committees by senior executives and others helps provide a unified view of risk on an enterprise-wide basis. To facilitate an enterprise-wide view of CTBI’s risk profile and coordinate the enterprise risk management governance process, a Chief Risk Officer has been appointed, who oversees the process and reports on CTBI’s risk profile. Additionally, risk champions are assigned for various areas. The risk champions facilitate implementation of the enterprise risk management and governance process across CTBI. The Risk and Compliance Committee oversees and supports the EWRM process. The Board of Directors, through its Risk and Compliance Committee, has overall responsibility for oversight of CTBI’s enterprise risk management governance process. The Risk and Compliance Committee monitors and assesses regular reports from the management team’s EWRM Committee regarding comprehensive organizational risk as well as particular areas of concern. In addition, the Nominating Committee considers risks related to succession planning. The Compensation Committee considers risks related to the attraction and retention of critical employees and risks relating to CTBI’s compensation programs and contractual employee arrangements and oversees incentives that encourage a level of risk-taking consistent with our overall strategy. The Compensation Committee reviews compensation and benefit plans affecting employees in addition to those applicable to executive officers.

REPORT OF THE AUDIT AND ASSET QUALITY COMMITTEE

The Audit and Asset Quality Committee (the “Audit Committee”) oversees the financial reporting process of CTBI on behalf of the Board of Directors. All directors who serve on the Audit Committee meet the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards. The Audit Committee monitors the integrity of CTBI’s financial statements, the qualifications and independence of CTBI’s independent registered public accounting firm (“independent auditor”), the performance of CTBI’s internal audit function, CTBI’s system of internal controls, financial reporting and disclosure controls, and compliance with the Corporate Governance Guidelines and Code of Business Conduct and Ethics. The Audit Committee has established procedures for the confidential, anonymous submission of concerns about accounting matters, internal controls, and auditing matters. Management has the responsibility for the preparation of CTBI’s consolidated financial statements and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting. The independent auditor has the responsibility for the examination of those consolidated financial statements.

The Audit Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality, not just the acceptability, of CTBI’s accounting policies and practices. Additionally, the Audit Committee’s review included discussion with CTBI’s independent auditor of matters required to be discussed pursuant to the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (“AS 1301”). AS 1301 requires CTBI’s independent auditor to provide the Audit Committee with additional information regarding the scope and results of its audit of CTBI’s financial statements, including with respect to: (i) its responsibility under audit standards performed in accordance with standards of the PCAOB (United States), (ii) qualitative aspects of significant accounting policies and practices, (iii) management judgments and critical estimates, (iv) significant unusual transactions, (v) related party relationships and transactions, (vi) audit adjustments, (vii) evaluation of the quality of financial reporting, (viii) other information in documents containing audited financial statements, (ix) any disagreements with management, (x) significant issues discussed with management, and (xi) any difficulties encountered in performing the audit.

The Audit Committee received from BKD, LLP a letter providing the disclosures required by applicable requirements of the PCAOB, with respect to any relationships between BKD, LLP and CTBI that, in its professional judgment, may reasonably be thought to bear on independence. BKD has discussed its independence with the Audit Committee and has confirmed in such letter that, in its professional judgment, it is independent of CTBI within the meaning of the federal securities laws.

The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor. The Audit Committee will periodically grant general pre-approval of certain audit and non-audit services. Any other services must be specifically approved by the Audit Committee, and any proposed services exceeding the pre-approved cost levels must be specifically pre-approved by the Audit Committee. In periods between Audit Committee meetings, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee.

The Audit Committee discussed with CTBI’s internal auditor and independent auditor the overall scope and plans for their respective audits. The Audit Committee met with its internal auditor and independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of CTBI’s internal controls, and the overall quality of CTBI’s financial reporting. The Audit Committee held twelve meetings during fiscal year 2020.

In fulfilling its oversight responsibilities, the Audit Committee reviewed with management and the independent auditor the audited consolidated financial statements of CTBI as of and for the year ended December 31, 2020 and management’s assertion on the design and effectiveness of CTBI’s internal control over financial reporting as of December 31, 2020.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the Securities and Exchange Commission. The Audit Committee has also recommended, subject to shareholder ratification, the selection of BKD, LLP as CTBI’s independent registered public accounting firm.

Franklin H. Farris, Jr., Chairman

M. Lynn Parrish, Vice Chairman

Nick Carter, Member

Eugenia “Crit” Luallen, Member

James E. McGhee II, Member

Franky Minnifield, Member

Anthony W. St. Charles, Member

February 18, 2021

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors of CTBI engaged BKD, LLP (“BKD”) to serve as its independent registered certified public accounting firm for the year ended December 31, 2020.

Aggregate fees paid by CTBI during the fiscal years ending December 31, 2020 and 2019 to CTBI’s principal accounting firm, BKD, LLP, were as follows:

	2020		2019
Audit fees	$	403,000	$	356,999
Audit related fees		50,960		46,392
Subtotal		453,960		403,391
Tax fees		56,080		41,780
Total	$	510,040	$	445,171

Audit related fees included payments for audits of CTBI’s ESOP and 401(k) Plan and out-of-pocket expenses related to the audit of the consolidated financial statements, as well as services normally provided by an independent auditor in connection with statutory or regulatory filings or engagements. Tax fees include payments for preparation of the federal and state corporate income tax returns and the preparation of the Form 5500s for the CTBI sponsored benefit plans.

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee requests that shareholders ratify its selection of BKD to examine the consolidated financial statements of CTBI for the fiscal year ending December 31, 2021. Although action by the shareholders on this matter is not required, the Board believes that it is appropriate to seek shareholder ratification of this appointment in light of the critical role played by independent auditors in maintaining the integrity of CTBI’s financial controls and reporting. Even if shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different auditors at any time during the year if it determines that such a change would be in the best interest of CTBI and its shareholders. BKD is not expected to have a representative present at the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF BKD, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CTBI.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The compensation of our Chief Executive Officer, Chief Financial Officer, and other three most highly compensated executive officers (“Named Executive Officers”) is described in the Compensation Discussion and Analysis and Executive Compensation sections of this Proxy Statement. Shareholders are urged to read both of these sections of this Proxy Statement, which discuss our compensation policies and procedures with respect to our Named Executive Officers. As discussed in the Compensation Discussion and Analysis, the Compensation Committee seeks to establish executive compensation at fair, reasonable, and competitive levels, with a meaningful portion of compensation tied to performance.

In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the changes to Section 14A of the Securities Exchange Act of 1934, we are providing CTBI’s shareholders the opportunity to vote on an advisory (nonbinding) resolution to approve the compensation of our Named Executive Officers. At our 2017 Annual Meeting of Shareholders, shareholders approved the annual submission of our Named Executive Officer compensation to shareholders for approval on an advisory (nonbinding) basis. Accordingly, the following resolution will be submitted for a shareholder vote at the Annual Meeting to be held on April 27, 2021:

“RESOLVED, that the shareholders of Community Trust Bancorp, Inc. (“CTBI”) approve, on an advisory basis, the overall compensation of CTBI’s Named Executive Officers, as described in the Compensation Discussion and Analysis and Executive Compensation sections set forth in the Proxy Statement for this Annual Meeting.”

This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is nonbinding on CTBI and the Board. However, the Board values constructive dialogue on executive compensation and other important governance topics with CTBI’s shareholders and encourages all shareholders to vote their shares on this matter.

Approval of this resolution requires the affirmative vote of a majority of the votes cast at the Annual Meeting. While this vote is required by law, it will neither be binding on CTBI or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, CTBI or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. Brokers and other nominees do not have discretionary voting power over the advisory vote on executive compensation. Therefore, if you hold shares through a broker or other nominee and do not provide voting instructions to your broker or other nominee, your shares will not be voted with respect to this proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY (NONBINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION.

PAY RATIO DISCLOSURE RULE

In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd – Frank Act”), the Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”). CTBI’s PEO is Ms. Jean Hale. The purpose of the required disclosure is to provide a measure of the equitability of pay within the organization. CTBI believes its compensation philosophy and process yield an equitable result and is presenting such information as follows:

Median employee total annual compensation	$	35,091
Ms. Hale (PEO) total annual compensation	$	1,165,733
Ratio of PEO to median employee compensation	33.2:1.0

In determining the median employee, a listing was prepared of all employees (other than the PEO) as of December 31, 2019, ordered based on total compensation. Wages and salaries were annualized for those employees who were not employed for the full year of 2019, other than temporary or seasonal employees. The median employee was selected from the annualized list. Included in the calculation of total compensation were the employee earnings paid by CTBI, cash bonuses received, the grant date fair value of any equity grants by the employer, employer paid ESOP contributions, employer matching of 401(k) contributions, employer paid life insurance premiums, and dividends paid on restricted stock held by the employee.

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

In the ordinary course of business, CTBI, through its wholly-owned commercial bank subsidiary, Community Trust Bank, Inc. (the “Bank”), has had in the past and expects to have in the future banking transactions, including lending to its directors, officers, principal shareholders, and their associates. When these banking transactions are credit transactions, they are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others. None of the credits are disclosed as nonaccrual, past due, restructured, or potential problem credits. In the opinion of CTBI’s Board of Directors, such transactions do not involve more than the normal risk of collectability or present any other unfavorable features.

Mr. Charles J. Baird, a director of CTBI, is a shareholder in Baird and Baird, P.S.C., a law firm that provided services to CTBI and its subsidiaries during 2020 and is being retained by CTBI and its subsidiaries during the fiscal year 2021. Approximately $0.8 million in legal fees and $0.1 million in expenses paid on behalf of CTBI, $0.9 million total, were paid to Baird and Baird, P.S.C. during 2020. A refund was issued for several years of adjustments reducing the total paid in 2020 to $0.6 million.

The Board of Directors has determined that the Compensation Committee of the Board should review and approve related party transactions. Accordingly, management recommends to the Compensation Committee related party transactions to be entered into by CTBI, including the proposed aggregate value of such transactions if applicable. After review, the Compensation Committee recommends approval or disapproval of such transactions and at each subsequently scheduled meeting, management updates the Compensation Committee as to any material change to those proposed transactions. The Compensation Committee provides a report to the Board of Directors at each regularly scheduled meeting of the related party transactions approved by the Compensation Committee since the date of its previous report to the Board.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Act”) requires CTBI’s executive officers and directors and persons who own more than ten percent (10%) of the Common Stock to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”), as well as to furnish CTBI with a copy of such report. Additionally, SEC regulations require CTBI to identify in its Proxy Statement those individuals for whom one of the referenced reports was not filed on a timely basis during the most recent fiscal year. Based upon a review of Forms 3, 4, and 5 furnished to CTBI, there were no late filings in the year 2020.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis is intended to provide shareholders with an understanding of our executive compensation philosophy, our decision making process, the key compensation-related decisions made by the Compensation Committee (“Committee”) in 2020, and any changes approved for 2021. It also describes the key components of compensation provided to CTBI’s executive officers, including our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers (“Named Executive Officers” or “NEOs”). Our Named Executive Officers consist of Jean R. Hale (Chairman, President, and Chief Executive Officer), Kevin J. Stumbo (Executive Vice President, Chief Financial Officer, and Treasurer), Mark A. Gooch (Executive Vice President and Secretary), James B. Draughn (Executive Vice President), and Larry W. Jones (Executive Vice President).

Executive Summary

During 2020, the Committee continued its oversight of the compensation program for executive officers and monitored the impact of certain changes initiated in 2012 continuing through 2020, especially in regard to the executive incentive plans. As described below, the changes made from 2012 through 2020 were intended to increase performance-based compensation and accomplish four significant objectives: (i) improve the alignment of executive pay with CTBI performance; (ii) provide executives a pay opportunity that is competitive with industry practices; (iii) attract and retain qualified management; and (iv) maintain enterprise wide risk management.

Beginning in 2012, the Committee adopted, and the Board of Directors approved, the following strategy for managing executive compensation:

•	Manage executive officer salaries toward the median of market values (i.e., the middle of the range of competitive practices), contingent on the executives meeting or exceeding performance standards.

•	Increase the cash incentive opportunity under the Senior Management Incentive Compensation Plan (“Incentive Plan”).

•	Slightly reduce the stock-based incentive opportunity under the Incentive Plan in order to offset some of the increase in cash incentives and control the potential dilution to shareholders that could result from the use of stock-based incentives.

•	Introduce a performance-based long-term incentive plan.

During 2020, the Committee continued the executive compensation strategy described above and the actions taken to implement it since 2012. The Committee believes this compensation strategy improves the competitiveness of the compensation opportunity provided to executive officers as well as the alignment of executive pay with CTBI performance. Therefore, the Committee continued managing pay in accordance with the executive compensation strategy in 2020 and into 2021.

In January of 2020, the Committee established the performance measures under the 2020 Incentive Plan and the required minimum level of performance under the Plan was not achieved by CTBI. However, the Committee recommended and the Board of Directors approved a discretionary payment to employees (including the Named Executive Officers) due to the unique circumstances of 2020 created by the COVID-19 pandemic, the difficult conditions under which everyone worked, and the extraordinary performance of the management team. CTBI’s Named Executive Officers were also participants in CTBI’s 2018 Executive Committee Long-Term Incentive Compensation Plan (“2018 Long-Term Incentive Plan”) for the three year period ending December 31, 2020. The Committee previously established the performance measures under the 2018 Long-Term Incentive Plan and the required level of performance was achieved by CTBI under the Plan to award payouts at 75% of the target level. Accordingly, the Named Executive Officers were entitled to cash incentive awards paid in early 2021.

In addition to the incentive payments earned for performance through the end of 2020, the Committee approved base salary increases for each of the Named Executive Officers in early 2021; the base salary increases ranged from 3.00% to 3.70% over 2020 base salaries. The Committee determined these salary increases were in keeping with the executive compensation strategy and the philosophy of managing executive base salaries toward the market median value for each position. See “Base Salaries” below for additional information about executive salary increases. Total compensation paid to the Named Executive Officers with respect to 2020 was just below the amounts paid to the Named Executive Officers with respect to 2019 primarily due to lower performance-based incentive payments under both the annual and long-term incentive plans for periods ending December 31, 2020.

Role of the Compensation Committee

The principal duties of the Committee are to establish the executive compensation strategy of CTBI; approve compensation plans that support the implementation of the strategy; assess and monitor the potential risks associated with various compensation arrangements, especially incentive compensation plans; approve the compensation of the CEO; review the recommendations of the CEO and approve the compensation of the other executive officers of CTBI; and make recommendations to the Board of Directors concerning executive officer and outside director compensation. The Committee is responsible for establishing, implementing, and continually monitoring adherence with CTBI’s executive compensation philosophy.

To accomplish these responsibilities, the Committee reviews and approves corporate goals and objectives relevant to the compensation of CTBI’s CEO, and it evaluates the performance of the CEO relative to the approved goals and objectives. The Committee considers this evaluation of performance when it determines and approves the CEO’s compensation. Additionally, the Committee reviews compensation levels for CTBI’s other executive officers relative to goals and objectives relevant to their responsibilities, considers the CEO’s evaluation of their achievements, and approves their compensation based on this evaluation.

The Committee strives to establish and maintain compensation plans that are: (i) focused on rewarding performance; (ii) aligned with the interests of shareholders; (iii) competitive with the practices of peer companies; (iv) sufficient to enable CTBI to attract and retain a strong management team; and (v) designed to avoid creation of undue risk for CTBI.

The Committee has followed certain guiding principles to ensure the effectiveness of CTBI’s executive compensation strategy. The Committee recognizes the importance of perceived fairness of compensation practices, both internally and externally, and believes that the long-term success of CTBI and its ability to create value for shareholders is dependent on attracting, motivating, rewarding, and retaining skilled executives. Significant time is devoted by the Committee to monitoring the relationship between executive pay and CTBI performance, and adjusting compensation plans and practices as needed from year to year to maintain an appropriate alignment of pay with performance. The Committee recognizes that the competition for talented executives among financial institutions similar to CTBI is intense, and it considers compensation data and other labor market indicators as it reviews CTBI’s compensation plans. Current economic and industry environments are considered when reviewing executive compensation. Full disclosure is made to the independent members of the Board of Directors of CTBI’s executive compensation policies, practices, and issues to ensure that all directors understand the implications of the Committee’s decisions. Likewise, the Committee works with management to ensure that public filings related to executive compensation are transparent and comply with applicable regulations.

The Committee has established various processes to assist it in ensuring CTBI’s executive compensation program is achieving its objectives. Among these are:

•

Assessment of Company Performance – The Committee considers various measures of company and industry performance, including but not limited to asset growth, asset quality, earnings per share, return on assets, return on equity, total shareholder return, and execution of CTBI’s growth strategy and annual business plan. In addition, the Committee considers general economic conditions within CTBI’s primary markets, as well as CTBI’s relationships with its regulators and the results of any recent exams. The Committee does not apply a formula or assign relative weights to these measures. Instead it makes a subjective determination after considering such measures individually and collectively.

•

Assessment of Individual Performance – Individual performance assessments impact the compensation of all CTBI employees, including the CEO and other Named Executive Officers. The Committee evaluates CEO performance relative to company performance and other factors, such as leadership, strategic planning, board relations, and relationships with customers, regulators and others outside the company. As with its assessments of company performance, the Committee does not apply a formula or assign relative weights to any of these measures, and the measures deemed most important by the Committee may vary from year to year. The process is subjective, but it results in an informed judgment of CEO performance. The Committee reviews the performance of other executive officers and considers the CEO’s recommendations concerning the officers’ achievements. Additionally, the Committee applies its own judgment based on the interactions of the Board and/or the Committee with each executive officer, their contributions to CTBI’s performance and other leadership accomplishments.

•

Total Compensation Review – The Committee annually reviews each executive’s base salary, annual incentive compensation, and stock-based incentives. In addition to these primary compensation elements, the Committee reviews other executive compensation arrangements, including, for example, payments that could be required under various severance and change in control scenarios. This “holistic” review process ensures that the Committee considers the executive’s total compensation prior to changing any single component.

•	Risk Management – The Committee reviews all incentive plans and compensation programs to insure the plans do not create any risks that are reasonably likely to have a material adverse impact on CTBI.

The Committee meets in executive session without management or guests present when making decisions about the compensation arrangements for Named Executive Officers and at other times as needed.

In addition to its responsibilities for executive compensation, the Committee periodically reviews the compensation provided to the CTBI Board of Directors to ensure that the compensation provided for service on the Board and its committees is commensurate to the amount of work required from the individual directors as well as from the Board in aggregate. The Committee periodically compares the pay arrangements for the Board and the actual amounts earned by individual directors to amounts paid to outside directors of banking companies in a custom peer group and to survey data for director compensation. The Committee did not review compensation for outside directors in 2020. In late 2018, the Committee reviewed the existing compensation program for outside directors of CTBI. The 2018 director compensation analysis prepared by Pearl Meyer, the Committee’s independent compensation consultant, revealed that CTBI’s director compensation was significantly below the market median pay for outside directors of other similar financial institutions. To maintain competitive compensation of our outside directors, CTBI made appropriate increases to director compensation in 2019. Adjustments to director compensation in 2020 was delayed to 2021 due to economic conditions related to COVID-19.

Executive Compensation Philosophy

The Committee believes that executive officer compensation is an integral component of CTBI’s business and human resources strategies. It is important to CTBI’s success that highly talented and experienced individuals serve as executive officers. The Committee strives to provide compensation which is sufficient to attract and retain such executives. The Committee seeks to establish executive compensation at fair, reasonable, and competitive levels. The Committee also believes that executive compensation should be strategy-focused and recognize individual achievements as well as group contributions and CTBI results. Therefore, the Committee desires to offer a competitive, market-driven executive officer compensation package which provides for a meaningful portion of compensation to be based upon performance. As a result, CTBI’s executive compensation package includes incentive-based cash and equity compensation in addition to base salary and employee benefits.

The goal of the Committee is to offer market competitive compensation, without being the highest or lowest provider. Total compensation packages, including base salaries plus cash- and stock-based incentives, are set at levels the Committee believes are sufficient to attract and retain qualified executives whose performance and success should contribute to shareholder value.

Compensation Consultant

As stated in the Compensation Committee Charter, the Committee may engage outside advisors as necessary to assist with its oversight of executive compensation. Pearl Meyer & Partners, LLC (“Pearl Meyer” or “Consultant”) was again retained in 2020 to advise the Committee on compensation matters and governance as it has been since 2012. The role of the Consultant is to provide analyses, information, and advice to assist the Committee in making decisions related to compensation of executive officers and outside directors. Due to the market uncertainty and stress on the economy in many industries caused by the COVID-19 pandemic, the Committee decided not to do a market study of peer executive and director compensation in 2020. The Committee believes that the Consultant is independent, and no conflicts of interest are raised by the work of the Consultant under the criteria specified in SEC and Nasdaq rules.

Executive Compensation Components

CTBI’s executive compensation program includes the following major components, each of which are described further below.

•	Base Salaries

•	Annual Incentive Plan

•	Long-Term Incentive Plan

•	Benefits and Perquisites

•	Employment Contracts, Termination of Employment, and Change in Control Arrangements

Base Salaries

Salaries for CTBI’s executives are established based upon the scope of their responsibilities, taking into account competitive market compensation paid by other similarly situated companies for comparable positions. The Committee sets the CEO’s base salary, subject to approval of the Board of Directors. Any salary increase for the CEO is determined based on the Committee’s review of the CEO’s leadership and contributions to the achievement of performance objectives for CTBI, which for 2020 included asset and revenue growth, asset quality, core earnings performance, identification of strategic opportunities, and execution of the current business strategy and operating plan. The Committee also considers how the CEO’s salary compares to salaries of CEO’s within the Peer Group. Base salaries for other executive officers, including the other Named Executive Officers, are approved by the Committee after considering recommendations from the CEO. In approving any salary increases for Named Executive Officers, the Committee considers performance for the prior year, responsibilities for the upcoming year, how the current salaries compare to those paid by peer companies to executives with similar responsibilities, and CTBI’s budget for salary increases for employees other than executive officers. The Committee’s objective is to pay base salaries which will be sufficient to attract, retain, motivate, and reward management for successful performance while maintaining affordability within CTBI’s business plan.

The Committee has established a policy of managing executive officer salaries to the market median, recognizing that a series of increases over several years may be required to adjust salaries to the desired level for any executive whose current salary is significantly below the market (contingent upon the executive sustaining the required level of performance). After considering the performance of both CTBI and each executive, as well as how individual officer salaries compared to the market median, the Committee determined that it was appropriate to increase executive salaries for 2021. The salary increases for 2021 reflect the Committee’s desire to balance (i) the need to compensate our Named Executive Officers at levels that are competitive with the market and recognize their performance and value to CTBI with (ii) the need to control expenses in an economic and regulatory environment that continues to be challenging for CTBI and other financial institutions. The salary increases approved for the Named Executive Officers for 2021 ranged from 3.00% to 3.70%. The following table shows the 2020 and 2021 base salary for each Named Executive Officer and the percentage increase over 2020.

	Base Salary		Base Salary		% Increase
	2020		2021		2020 to 2021
Jean R. Hale Chairman, President, and Chief Executive Officer	$	675,000	$	700,000		3.70	%

Kevin J. Stumbo Executive Vice President, Chief Financial Officer and Treasurer	$	315,000	$	325,000		3.17	%

Mark A. Gooch Executive Vice President and Secretary	$	475,000	$	490,000		3.16	%

James B. Draughn Executive Vice President	$	302,000	$	312,000		3.31	%

Larry W. Jones Executive Vice President	$	300,000	$	309,000		3.00	%

Annual Incentive Plan

The Named Executive Officers, other executive officers, and other members of senior management may earn annual cash incentive bonuses as well as stock-based awards under the Senior Management Incentive Compensation Plan. Bonuses and stock awards are earned for achieving targets set for earnings per share (“EPS”) and return on average assets (“ROAA”) of CTBI. The Incentive Plan is designed to reward participants for meeting or exceeding annual profit goals, and it is intended to achieve the following objectives:

•	Increase the profitability and growth of CTBI in a manner which is consistent with other goals of the company.

•	Pay for performance.

•	Provide an incentive opportunity which is competitive with other financial institutions in the Peer Group.

•	Attract and retain executive officers and other key employees and encourage excellence in the performance of individual responsibilities.

•	Motivate and appropriately reward those members of senior management who contribute to the success of CTBI.

At the beginning of each year, the Committee establishes a target (base) level of performance for EPS and ROAA. The Committee also establishes a performance range relative to the base level and an associated payment scale which defines the percent of salary that participants may earn as a cash bonus for a given level of performance. In addition, the Committee establishes a separate payment scale which defines the percentage of salary that participants may receive as a stock award for a given level of performance. Stock awards under the Incentive Plan may be granted as either restricted shares or stock options.

2020 Annual Incentive Plan

For 2020, the target (base) level of ROAA was 1.40%, and the target (base) level of EPS was $3.50 for payout under the Incentive Plan. The Committee believed the target (base) levels of performance were challenging, but appropriate given the expectations at the beginning of 2020. As provided in the 2020 Incentive Plan, in order to ensure that executive pay varies with company performance, executives earn less than target for results above the minimum required level but below the target (base) level. The minimum level of ROAA was 1.37%, and the minimum level of EPS was $3.33 for payout under the Incentive Plan.

As a result of the health concerns relating to the COVID-19 outbreak and related governmental actions taken to reduce the spread of the virus, the global economy (including the states and local economies in which we operate) was significantly impacted, as unemployment rose sharply and consumer and business spending decreased significantly. In response, the Federal Open Market Committee reduced the target federal funds rate range to 0% to 0.25%, resulting in downward pressure on our net interest income and noninterest income. As COVID-19 spread, we took many steps to protect the safety of our employees including adjusting branch operations and having employees work remotely when possible. We also put a policy in place to continue to pay employees when they were required to be quarantined due to a positive COVID-19 test or exposure to COVID-19, and we approved discretionary payments to employees due to the unique circumstances created by the pandemic, the difficult conditions under which everyone worked, and the extraordinary performance by the entire CTBI team. As a result of the impact of COVID-19, the demand for CTBI’s products and services was negatively impacted and our minimum performance measures under the 2020 Incentive Plan were not achieved by CTBI.

While the minimum performance measures were not achieved by CTBI, the Committee elected to reward the extraordinary performance by the executive team, in addressing the challenges of COVID-19, with certain discretionary awards as described below.

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Cash Payments. Based upon a recommendation of the Committee and approval by the Board of Directors, cash payments were made to the Named Executive Officers (as shown in the chart below) due to the unique circumstances of 2020, the difficult conditions under which everyone worked, and the extraordinary performance of the executive team, although CTBI did not achieve the minimum level of performance under the 2020 Incentive Plan. Such payments were made in reliance on the discretionary provisions set forth in the Plan’s governance documentation.

	Discretionary Cash Payments Awarded under the 2020 Annual Incentive Plan ($)
Jean R. Hale – Chairman, President and Chief Executive Officer	85,006
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer	23,801
Mark A. Gooch – Executive Vice President and Secretary	47,855
James B. Draughn– Executive Vice President	22,819
Larry W. Jones – Executive Vice President	22,668

•

Restricted Stock Awards. Based upon a recommendation of the Committee and approval by the Board of Directors, restricted stock was also granted to the Named Executive Officers (as shown in the chart below) due to the unique circumstances of 2020, the difficult conditions under which everyone worked, and the extraordinary performance of the management team, although CTBI did not achieve the minimum level of performance under the 2020 Incentive Plan. Using its discretion as defined in the Plan’s governance documentation, the restricted stock was granted pursuant to the terms of CTBI’s 2015 Stock Ownership Incentive Plan. The restrictions on the restricted stock will lapse ratably over four years.

	Discretionary Restricted Stock Grants Awarded under the 2020 Annual Incentive Plan (Shares)
Jean R. Hale – Chairman, President and Chief Executive Officer	728
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer	248
Mark A. Gooch – Executive Vice President and Secretary	451
James B. Draughn – Executive Vice President	244
Larry W. Jones – Executive Vice President	244

2021 Annual Incentive Plan

Prior to setting the terms of the Incentive Plan for 2021, the Committee considered the outcomes for 2020, the adjustments made to the Incentive Plan since 2012, and the executive compensation strategy adopted in January 2012.

As a result of these discussions, the Committee recommended, and the Board approved, the Incentive Plan for 2021. The key features of the 2021 Incentive Plan are listed below:

•	Maintain the cash incentives payable at the same levels as 2020 if results are within the performance ranges established by the Committee for ROAA and EPS.

•	Maintain the stock-based incentives payable to Named Executive Officers at the same levels of the 2020 plan if results are within the performance ranges established by the Committee for ROAA and EPS.

•	Maintain the continued service period of four years for executive officers to fully vest in stock awards made under the Incentive Plan, which vest in 25% increments each year.

•

Continue to allow executives to earn modest cash and stock incentives if results are slightly below the target (base) level, so long as performance meets or exceeds minimum levels of performance approved by the Committee; the minimum required level of ROAA performance was set at 98% of the target (base) level, and the minimum required level of EPS performance was also set at 98% of the target (base) level; the portion of the cash and stock incentives earned for minimum levels of performance remain at 50% of the target (base) incentive award.

•	Continue to allow executives to earn target (base) level incentives if the goal for net income (about $68.5 million) is achieved.

•	Maintain the maximum incentive potential provided by the plan at 200% of the target (base) award, the same percentage applicable in the 2020 Plan.

This approach is consistent with the Committee’s strategy of shifting the mix of executive compensation so that a larger portion of executive pay is contingent upon performance while controlling the cost of the plan.

The following table shows the target (base) level of ROAA performance and the cash incentive awards that may be earned by the CTBI CEO, the CTB CEO, and other Named Executive Officers (“Other NEOs”) for various levels of performance in 2021:

Target*								Cash Incentive Award as a % of Salary
ROAA			EPS		% of Target Award Earned			CTBI CEO			CTB CEO			Other NEOs
	1.29	%	$	3.76		50	%		25	%		20	%		15	%
Base	1.32	%	$	3.84		100	%		50	%		40	%		30	%
	1.35	%	$	3.93		150	%		75	%		60	%		45	%
	1.38	%	$	4.02		200	%		100	%		80	%		60	%

*These results are after accrual of the incentive.

The CTB officers responsible for various consolidated functions as selected by the CTB CEO, the market presidents, and the Community Trust and Investment Company officers responsible for various departments as selected by the CTIC CEO (“Group II Participants”) may receive awards for the year ended December 30, 2021 based on the same performance measures and targets applicable to the Named Executive Officers. Potential cash incentive awards for Group II Participants expressed as a percentage of salary ranges from a minimum award of 3.50% of salary and maximum award of 8.75% of salary; and (v) Group III Participants ranges from a minimum award of 2.75% of salary and maximum award of 6.71% of salary.

As shown in the table above, executives would earn no incentives for performance below the minimum required levels of ROAA and EPS. To ensure that executive pay varies with company performance, executives earn less than target for results above the minimum required level but below the target (base) level, and they may earn larger incentives if results exceed the target (base) level. Payments are “capped” at a maximum level to preclude overpayment and control the cost of the plan. The maximum payment provided under the 2021 plan, as well as prior versions of the plan from 2015 through 2020, is 200% of the target (base) opportunity, which was reduced from the maximum 450% of target applicable to the 2014 plan, in recognition of actions taken in prior years, including salary adjustments and increases to the target (base) amounts.

The following table shows the target (base) level of ROAA and EPS performance and the stock awards that may be earned by the CTBI CEO, the CTB CEO, and other executive officers, including the Other NEOs, for 2021 performance. The stock awards shown below as percentages of salaries are the same as those used in the 2020 Incentive Plan. Beginning in 2016, the Committee reduced the percentage of the target (base) award earned for performance at the minimum level from 90% to 50% for cash and stock awards. In keeping with the changes made to the cash portion of the Incentive Plan in 2015, the maximum potential stock award is 115% of the target award, reduced from 150% of the target (base) award in 2014:

Target									Stock Award as a % of Salary
	ROAA*			EPS*		% of Target Award Earned			CTBI CEO			CTB CEO			Other NEOs
		1.29	%	$	3.76		50	%		10	%		8.757	%		7.50	%
Base		1.32	%	$	3.84		100	%		20	%		17.515	%		15.00	%
		1.35	%	$	3.93		105	%		21	%		18.375	%		15.75	%
		1.38	%	$	4.02		115	%		23	%		20.125	%		17.25	%

*These results are after accrual of the incentive.

Group II Participants may receive stock awards for the year ending December 31, 2020 based on the same performance targets applicable to executive officers, ranging from 5.0% to 11.5% of salary. Group III Participants may receive stock awards for the year ending December 31, 2021 based on the same performance targets applicable to executive officers, ranging from 2.25% to 5.00% of salary.

The Committee at its sole discretion may choose to issue restricted stock, stock options, or a combination of options and restricted stock in the proportion recommended by the Committee and approved by the Board of Directors of Community Trust Bancorp, Inc. subject to any limitations of the 2015 Stock Ownership Incentive Plan. For the last several years, the Committee has determined that any stock awards earned under the Incentive Plan would be granted as restricted shares, and the restrictions would lapse pro-rata over four years from the date of grant, contingent upon the executive’s continued service with CTBI. In the event of certain participant employee termination events occurring within 24 months of a change in control of CTBI or the death of a participant, the restrictions will lapse on any unvested restricted shares on the date employment is terminated. In the event the participant becomes disabled, restrictions will lapse on a pro-rata basis, dependent on time served from the date of grant through the date of termination due to disability. In the event of a participant’s retirement prior to the lapse of all restrictions, the Committee will have discretion to review and revise any restrictions. The actual number of any restricted shares granted will be determined based on the stock price on the date of grant (which would be in early 2022, after the Committee has the opportunity to review the achievement of performance goals for 2021).

Long-Term Incentive Plan

A key component of the executive compensation strategy approved by the Committee in 2012 was the implementation of a forward-looking, performance-based long-term incentive compensation plan. The long-term incentive plan is intended to balance the other, more short-term components of pay (such as base salaries and annual cash incentives), and increase the portion of total pay that is contingent upon performance.

After considering several potential plan designs, the Committee recommended, and the Board approved the use of performance units beginning in 2012. Performance units are long-term incentives which are earned for achieving one or more financial performance goals over a multi-year period and paid in cash rather than shares. Awards of performance units are permitted under CTBI’s shareholder-approved 2015 Stock Ownership Incentive Plan. Only executive officers of CTBI (including the CEO and the other NEOs) participate in the performance unit plan, as they are the individuals who are held accountable for creating shareholder value. In early 2021, the Committee approved long-term awards to the CEO and other NEOs, as further described below.

The Committee believes that earnings growth, when sustained over a period of time, will create value for CTBI shareholders. For this reason, the Committee approved awards of performance units that require executives to achieve a target for cumulative net income over a three-year period. In early 2021, the Committee approved grants for a three-year period covering 2021, 2022, and 2023. The Committee believes the cumulative net income performance requirement is achievable but challenging, given the relatively low growth rate in the U.S. economy, the regulatory environment of the banking industry and the challenges to the local economy in some of the markets served by CTBI. Targets for cumulative net income growth were set after giving consideration to CTBI’s results in prior years, CTBI’s forecasts of future results within its strategic plan, local economic conditions, and industry performance.

The Committee believes the performance units will focus the executive officers on creating shareholder value through sustained growth in earnings, improve the alignment of pay with performance for all executive officers, and create a more balanced incentive compensation program. The use of cash-based performance units avoids any potential dilution to existing shareholders (as might occur if awards were stock-based). The Committee gradually adjusted the target incentive percentages of salary associated with the awards of performance units in 2012, 2013, and 2014 in order to change the mix of executive compensation, resulting in a greater portion of executive compensation being contingent on performance.

The table below shows the percentage of salary that may be earned by the CTBI CEO, the CTB CEO, and the Other NEOs, based on achievement of the cumulative net income goal for 2021 through 2023. Any earned performance units will be paid in early 2024, after the Committee evaluates actual results for 2021 through 2023 versus the cumulative net income goal.

	Award as a %	Award as a % of Salary
Cumulative Net Income vs. Target	of Target	CTBI CEO	CTB CEO	Other NEOs
90% of Target (Minimum)	25%	10.0%	7.5%	5.0%
93% of Target	50%	20.0%	15.0%	10.0%
96% of Target	75%	30.0%	22.5%	15.0%
100% of Target Cumulative Net Income (Target)	100%	40.0%	30.0%	20.0%
103% of Target	120%	48.0%	36.0%	24.0%
107% of Target	135%	54.0%	40.5%	27.0%
110% of Target (Maximum)	150%	60.0%	45.0%	30.0%

For reference, the 2021 performance unit awards for the CTBI CEO, the CTB CEO, and the Other NEOs (expressed as percentages of salary at target performance) are the same as in 2020. In addition, beginning in 2018, the Committee set the minimum potential payment for the Other NEOs at 5.0%, which reflected an increase from 2.50% in the 2017 plan, in order to provide a payment at minimum levels of performance that is consistent with the minimum payments that may be earned by the CTBI CEO and the CTB CEO. The cumulative net income target for the 2021 Long-Term Incentive Plan is $216.0 million.

Voluntary or involuntary termination of employment prior to the end of the performance period and/or prior to the payment of any earned performance units will result in forfeiture of any outstanding performance units, except as noted below. In the case of termination of employment by reason of death, disability, or retirement prior to the expiration of the performance period, any outstanding performance units will be deemed to have been earned in an amount equal to the amount payable at the maximum amount payable under the performance unit at the target (base) level multiplied by the percentage that would have been earned, assuming that the rate at which the performance goal has been achieved as of the date of such termination of employment would have continued until the end of the performance period. Upon the occurrence of certain termination events within the 24 month period beginning on the date of a change in control, any outstanding performance units granted under the 2015 Stock Ownership Incentive Plan will become fully vested and payable in an amount which is equal to the greater of (a) the maximum amount payable under the performance unit at the target level multiplied by the percentage that would have been earned, assuming that the rate at which the performance goal has been achieved as of the date of such change in control termination event would have continued until the end of the performance period or (b) the maximum amount payable under the performance unit at target level multiplied by the percentage of the performance period completed at the time of the change in control termination event.

Long-Term Incentive Plan – Incentives Earned for 2018-2020 Performance Period

In early 2021, the Committee reviewed performance for the three-year period ended December 31, 2020. The cumulative net income goal for 2018-2020 was $184.0 million. Previously, the Committee determined it would be appropriate to adjust the calculation of results for the three-year period ending December 31, 2020 by excluding the additional accrual in 2018 required for the Federal Reserve Consent Order. The adjusted cumulative net income for the 2018-2020 period was $179.1 million resulting in a payout equal to 75% of the target amount. Accordingly, the Committee approved incentive payments to the CEO and other Named Executive Officers equal to 75% of their target incentive potentials under the Long-Term Incentive Compensation Plan for the 2018-2020 performance period. Amounts earned under the plan and paid to executives in early 2021 are shown below and included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

	2020 Cash Incentive Awarded Under the Long-Term Incentive Compensation Plan ($)
Jean R. Hale – Chairman, President and Chief Executive Officer	187,500
Kevin J. Stumbo – Executive Vice President, Chief Financial Officer, and Treasurer	42,000
Mark A. Gooch – Executive Vice President and Secretary	100,125
James B. Draughn – Executive Vice President	41,625
Larry W. Jones – Executive Vice President	42,000

Benefits and Perquisites

CTBI’s policy is to minimize the use of executive benefits and perquisites. The Named Executive Officers participate in the same benefit plans as other CTBI employees, with the few exceptions described below. During 2020, there were no changes to the benefits and perquisites provided to Named Executive Officers, and none have been approved for 2021.

To align the interests of all employees, including Named Executive Officers, with those of shareholders, CTBI has implemented an Employee Stock Ownership Plan (“ESOP”) which provides awards of CTBI stock subject to vesting requirements. Participation in the ESOP is available to any employee of CTBI or its subsidiaries who has been employed for one year, completed 1,000 hours of service, and attained the age of 21. CTBI currently contributes 4.0% of covered employees’ gross wages to the ESOP. ESOP contributions are used to acquire shares of CTBI stock on the open market.

CTBI has established a 401(k) Plan under which employees can contribute from 1.0% to 20.0% of their annual salary, up to applicable limits. CTBI provides a matching contribution equal to 50% of the first 8.0% of salary contributed by the employee. CTBI also provides health insurance, life insurance, and other benefit programs that are usual and customary within the banking industry in order to attract and retain employees. Named Executive Officers are eligible to participate in these plans on the same basis as other employees, subject to IRS limits.

CTBI provides supplemental life insurance to its Named Executive Officers, as well as other senior and key management. The plan provides a split-dollar share of death benefits at an amount necessary to provide the Named Executive Officers with a total company-provided death benefit of three times their annual salary. This amount is consistent with the death benefit provided to other eligible employees. Additionally, each Named Executive Officer and other senior and key employees are provided a post-retirement death benefit equal to one times his or her annual salary at the time of retirement. The benefits are funded with bank-owned life insurance policies. CTBI will recover its plan costs upon the death of the covered individual, and the executive’s beneficiary will receive a portion of the insurance proceeds. The Committee believes the supplemental life insurance program is common within the banking industry and provides an incentive for long-term employment with CTBI.

CTBI does not provide significant perquisites or personal benefits to executive officers. The Named Executive Officers, as well as other executive officers, members of senior management, and key employees, are provided country club memberships and other perquisites with an aggregate individual annual value of less than $10,000.

Unlike some other banks in its Peer Group, CTBI does not provide any supplemental executive retirement plan. CTBI allows executives to voluntarily defer receipt of any cash bonuses earned under the annual Incentive Plan.

Employment Contracts, Termination of Employment, and Change in Control Arrangements

CTBI does not provide employment agreements to executives. Due to ongoing industry consolidation, CTBI has established termination of employment and change in control agreements (“Severance Agreements”) with each of its Named Executive Officers, other executive officers, and certain other senior officers. Severance Agreements are provided in order to attract and retain key executives by protecting them in the event of a change in control. The Severance Agreements are effective for a term equal to the longer of three years or the covered period should a change in control of CTBI occur during such three-year period. These agreements are automatically renewable for additional one-year periods. The covered period during which the terms and conditions of the Severance Agreements are effective is the period of time following a change in control equal to: (i) two years following the occurrence of the change in control in the event of an involuntary termination or a voluntary termination following a change in duties or (ii) the thirteenth month following the change in control in the event of a voluntary termination not preceded by a change in duties.

The Severance Agreements require the payment to a Named Executive Officer, other executive officer, or senior officer of a severance amount in the event of an involuntary or voluntary termination of employment after a change in control of CTBI during the covered period. The severance amount payable under the Severance Agreements is equal to: (i) 2.99 times the Named Executive Officer’s or other executive officer’s base annual salary in the event of involuntary termination or in the event of a voluntary termination of employment preceded by a change in duties subsequent to a change in control of CTBI, or (ii) 2.00 times the Named Executive Officer’s or other executive officer’s annual base salary in the event of a voluntary termination of employment not preceded by a change in duties subsequent to a change in control of CTBI.

For purposes of the Severance Agreements, a change in control occurs when: (i) any person, including a group under Section 13(d)(3) of the Securities Exchange Act of 1934 is or becomes the owner of 30% or more of the combined voting power of CTBI’s outstanding securities; (ii) as a result of, or in connection with, any tender offer, exchange offer, merger or other combination, sale of assets or contested election, the persons who were directors of CTBI before such transaction(s) cease to constitute a majority of the Board of Directors of CTBI or successor of CTBI; (iii) a tender or exchange offer is made and consummated for the ownership of 30% or more of the combined voting power of CTBI’s outstanding voting securities; or (iv) CTBI transfers substantially all of its assets to another corporation that is not a wholly-owned subsidiary of CTBI.

The Committee believes the use and structure of the Severance Agreements are consistent with CTBI’s compensation objectives to attract, motivate, and retain highly qualified executives. The Committee also believes that the Severance Agreements promote job stability, provide a measure of financial security, preserve morale and productivity, and encourage retention during the period of uncertainty that accompanies an actual or potential change in control. The Committee periodically reviews the terms of the Severance Agreements in the context of CTBI’s other executive compensation arrangements, changes in government regulations and trends in competitive practices.

No termination of employment or change in control payments were made under the Severance Agreements in 2020, and there were no changes made to the terms of the Severance Agreements during 2020 or to date in 2021.

Compensation Governance and Oversight

The Committee is responsible for the oversight of compensation risk. The Committee annually reviews the Senior Management Incentive Compensation Plan, the Long-Term Incentive Compensation Plan, and the Employee Incentive Compensation Plan, as well as other compensation arrangements, to evaluate their potential for creating or increasing risk to CTBI. During 2020, the Committee reviewed the compensation risk assessment performed by management and concluded that CTBI’s compensation plans do not motivate or reward management for taking inappropriate risks and do not create any risks that are reasonably likely to have a material adverse impact on CTBI.

The Committee has adopted a recoupment policy applicable to members of CTBI’s Executive Committee. The policy provides, in general, that in the event any such person’s fraud, dishonesty or recklessness substantially contributes to CTBI’s material noncompliance with financial reporting requirements under securities laws resulting in CTBI’s obligation to prepare an accounting restatement, the Committee will direct CTBI to use prompt and reasonable efforts to recover from such person the amount of specified performance-based compensation determined by the Committee to have been materially affected by the restatement that is in excess of the amount of performance-based compensation which would have otherwise been received by such person, assuming the financial statements had originally been prepared as restated. The Committee may approve amendments to the recoupment policy at any time, including amendments to conform to regulations adopted by the Securities and Exchange Commission or applicable listing requirements.

Tax Deductibility

Federal income tax law caps at $1,000,000 the deductible compensation per year for each of the NEOs, subject to certain exceptions. In developing and implementing executive compensation policies and programs, the Committee considers whether particular payments and awards are deductible for federal income tax purposes, along with other relevant factors. The Committee has taken what it believes to be appropriate steps to maximize the deductibility of executive compensation. It is the general intention of the Committee to meet the requirements for deductibility whenever possible. However, considering the repeal of the performance-based compensation exception under Tax Code Section 162(m), the Compensation Committee expects in the future to approve compensation that is not deductible for income tax purposes. The Committee will continue to review and monitor the deductibility of compensation.

Say on Pay Resolutions

In 2020, we submitted our executive compensation program to an advisory, nonbinding vote of shareholders (i.e., “say on pay”). At the 2020 annual shareholders meeting, approximately 97% of votes cast were voted in favor of a resolution approving our executive compensation program. Based on these results, the Committee concluded that shareholders supported CTBI’s approach to executive compensation. In addition, at the 2017 annual shareholders meeting, more than 80% of votes cast were in favor of having an annual say on pay vote. Accordingly, at the 2021 Annual Meeting, shareholders are being asked to approve an advisory, nonbinding resolution in favor of CTBI’s executive compensation arrangements. Although the results of annual say on pay resolutions are not binding on CTBI, the Committee welcomes feedback from shareholders, and it will consider the outcome of each year’s say on pay vote as part of its ongoing review of the executive compensation program.

Report of the Compensation Committee

The Compensation Committee of CTBI has reviewed and discussed the Compensation Discussion and Analysis with management. Based on that review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Nick Carter, Chairman

M. Lynn Parrish, Vice Chairman

Anthony W. St. Charles

Eugenia Crittenden “Crit” Luallen

March 12, 2021

EXECUTIVE COMPENSATION

The following table sets forth the total annual compensation paid or accrued by CTBI to or for the account of the Chief Executive Officer, the Chief Financial Officer, and each of the other three most highly compensated executive officers of CTBI (“Named Executive Officers” or “NEOs”) for the fiscal years ended December 31, 2020, 2019, and 2018.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Stock Awards (1) ($)	Non-Equity Incentive Plan Compensation (2) ($)	All Other Compensation (3) ($)	Total Compensation (4) ($)
Jean R. Hale,	2020	699,039	64,996	272,506	39,652	1,076,193
Chairman, President and	2019	648,077	125,005	342,500	37,551	1,153,133
Chief Executive Officer	2018	623,077	59,998	485,000	40,054	1,208,129

Kevin J. Stumbo,	2020	325,577	22,141	65,802	23,768	437,288
Executive Vice President,	2019	293,846	41,984	82,500	22,983	441,313
Chief Financial Officer	2018	278,077	19,128	120,750	23,609	441,564
and Treasurer

Mark A. Gooch,	2020	492,115	40,265	147,981	27,784	708,145
Executive Vice	2019	458,846	77,922	188,525	26,887	752,180
President and Secretary	2018	443,769	37,567	271,150	28,692	781,178

James B. Draughn,	2020	312,692	133,340	64,444	37,401	547,877
Executive Vice	2019	289,039	41,613	83,250	34,432	448,334
President	2018	276,563	19,868	121,050	31,539	449,020

Larry W. Jones,	2020	310,769	21,740	64,668	26,982	424,159
Executive Vice	2019	289,231	41,984	84,000	25,538	440,753
President	2018	279,256	20,262	123,000	25,847	448,365

(1)	The amounts in this column reflect the grant date fair value of all restricted stock awards granted during the years ended December 31, 2020, 2019, and 2018, under CTBI’s stock ownership plans and in accordance with ASC Topic 718.

(2)

Non-Equity Incentive Plan Compensation includes amounts paid under the Senior Management Incentive Compensation Plan (“Incentive Plan”), which is open to all executive officers, market presidents, and senior vice presidents of consolidated functions and the Executive Long-Term Incentive Plan which is open to all executive officers. Individuals below senior vice president level may be recommended and approved by the Compensation Committee for special awards of options for extraordinary performance under the Incentive Plan. Non-Equity Incentive Plan Compensation for executive officers is earned based on CTBI reaching certain earnings per share and return on assets goals after accruing for the cost of the incentive compensation. As described below under “Grants of Plan Based Awards,” certain discretionary cash incentive payments were made to the Named Executive Officers for 2020.

(3)	The compensation represented by the amounts for 2020, 2019, and 2018 set forth in the All Other Compensation column for NEOs is detailed in the following table.

Name	Year	Company Contributions to ESOP ($)	Company Contributions to 401(k) ($)	Perquisites ($)	Company Paid Life Insurance Premiums ($)	Dividends Received on Restricted Stock ($)	Total All Other Compensation ($)
		(a)	(a)		(b)
Jean R. Hale	2020	11,400	13,000	-	7,823	7,429	39,652
	2019	11,200	12,500	-	6,862	6,989	37,551
	2018	11,000	12,250	-	6,014	10,790	40,054

Kevin J. Stumbo	2020	11,400	8,679	-	1,219	2,470	23,768
	2019	11,200	8,448	-	1,050	2,285	22,983
	2018	11,000	8,248	-	931	3,430	23,609

Mark A. Gooch	2020	11,400	9,750	-	1,998	4,636	27,784
	2019	11,200	9,500	-	1,807	4,380	26,887
	2018	11,000	9,250	-	1,613	6,829	28,692

James B. Draughn	2020	11,400	11,798	-	1,244	12,959	37,401
	2019	11,200	12,500	-	1,114	9,618	34,432
	2018	11,000	9,250	-	983	10,306	31,539

Larry W. Jones	2020	11,400	7,879	-	5,203	2,500	26,982
	2019	11,200	7,608	-	4,369	2,361	25,538
	2018	11,000	7,401	-	3,775	3,671	25,847

(a)	For further information regarding the ESOP and 401(k) Plans, see the Compensation Discussion and Analysis.

(b)	This column includes excess premiums reported as taxable compensation on the NEO’s W-2 for life insurance at three times salary. A similar insurance benefit at three times salary is provided to all full-time employees on a nondiscriminatory basis.

The following table sets forth the information regarding plan based awards granted to NEOs in 2020.

GRANTS OF PLAN BASED AWARDS

Name	Grant Date	Payouts Under Non-Equity Incentive Plan Awards (1) ($)	All Other Awards: Number of Securities Underlying Options Granted (2) (#)	Exercise or Base Price ($/share)	Grant Date Fair Value of Equity Awards (3) ($)
Jean R. Hale	-	272,506	-	-	-
Restricted Stock Grant	01/28/2020	-	1,456	44.64	64,996

Kevin J. Stumbo	-	65,802	-	-	-
Restricted Stock Grant	01/28/2020	-	496	44.64	22,141

Mark A. Gooch	-	147,981	-	-	-
Restricted Stock Grant	01/28/2020	-	902	44.64	40,265

James B. Draughn	-	64,444	-	-	-
Restricted Stock Grant	01/28/2020	-	2,987	44.64	133,340

Larry W. Jones	-	64,668	-	-	-
Restricted Stock Grant	01/28/2020	-	487	44.64	21,740

(1) CTBI’s Named Executive Officers were participants in CTBI’s Senior Management Incentive Compensation Plan for the year ended December 31, 2020 (“2020 Incentive Plan”). The Committee previously established the performance measures under the 2020 Incentive Plan and the required minimum level of performance was not achieved by CTBI under the Plan. However, the Committee recommended and the Board of Directors approved a payment to employees (including Named Executive Officers) due to the unique circumstances of 2020, the difficult conditions under which everyone worked, and the extraordinary performance of the management team. This column shows these discretionary payments under the 2020 Incentive Plan and payouts for performance during the years 2018, 2019, and 2020 under the 2018 Executive Committee Long-Term Incentive Compensation Plan (“2018 Long-Term Incentive Plan”), in each case, paid in the first quarter of 2021, as described in the Compensation Discussion and Analysis. The cumulative net income goal for 2018-2020, under the 2018 Long-Term Incentive Plan, was $184.0 million, and actual cumulative net income for the period was $183.3 million. The Committee determined it would be appropriate to adjust the calculation of results for the three-year period ending December 31, 2020 to exclude the additional accrual in 2018 required for the Federal Reserve Consent Order and the windfall benefits of the impact of changes to Kentucky state tax laws that benefited CTBI in 2019. Normalized cumulative net income for the three year period was $179.1 million. Normalized cumulative net income was between the 75% required level of performance of $175 million and the target (base) level of $184 million. As a result, the CEO and other Named Executive Officers earned incentives equal to 75% of their target incentive potentials under the 2018 Long-Term Incentive Plan.

(2)

Restricted stock grants were earned for performance during the year 2019 and granted on January 28, 2020 under the Incentive Plan. The restrictions on the restricted stock lapse ratably over four years or upon a change in control of CTBI followed by certain employment termination events. In addition to these restricted stock grants, a management retention restricted stock award was granted to James B. Draughn for 2,500 shares. The terms of this grant are consistent with the above described restricted stock grants, except the retention award will cliff vest at the end of five years.

(3)	The grant-date fair value of restricted stock grants was $44.64 per share, measured in accordance with ASC 718.

The following table sets forth the estimated payouts of non-equity incentive plan awards that may result from the performance units granted to the Named Executive Officers in 2020 and 2019, outstanding as of December 31, 2020:

ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS

Name	Year Granted	Minimum ($)	Target ($)	Maximum ($)
Jean R. Hale	2020	67,500	270,000	405,000
	2019	65,000	260,000	390,000

Kevin J. Stumbo	2020	15,750	63,000	94,500
	2019	14,750	59,000	88,500

Mark A. Gooch	2020	35,625	142,500	213,750
	2019	34,500	138,000	207,000

James B. Draughn	2020	15,100	60,400	90,600
	2019	14,500	58,000	87,000

Larry W. Jones	2020	15,000	60,000	90,000
	2019	14,500	58,000	87,000

There were no stock option exercises by NEOs in 2020. The following tables set forth information concerning restricted stock vested during 2020 and the number and value of restricted stock held by the NEOs of CTBI at December 31, 2020.

OPTION EXERCISES AND RESTRICTED STOCK VESTED

Name	Shares Acquired on Exercise (#)	Value Realized (1) ($)	Shares Acquired on Vesting (#)	Value Realized (1) ($)
Jean R. Hale	0	--	1,892	84,542

Kevin J. Stumbo	0	--	615	27,472

Mark A. Gooch	0	--	1,187	53,044

James B. Draughn	0	--	627	28,016

Larry W. Jones	0	--	640	28,600

(1) The value realized is calculated based on the closing market price on the date of vesting of restricted stock.

Name	Number of Securities Underlying Unexercised Options and Restricted Stock Grants at Fiscal Year-End (1) (#)		Option Exercise Price ($)	Expiration Date (2)	Value of Unexercised In-the-Money Options and Restricted Stock Grants at Fiscal Year-End (3) ($)
Name	Exercisable	Unexercisable	Option Exercise Price ($)	Expiration Date (2)	Exercisable	Unexercisable
Jean R. Hale
Restricted Stock Grants:
Granted 01/24/17	0	418	-	01/24/21	-	15,487
Granted 01/23/18	0	609	-	01/23/22	-	22,563
Granted 01/29/19	0	2,280	-	01/29/23	-	84,474
Granted 01/28/20	0	1,456	-	01/28/24	-	53,945

Kevin J. Stumbo
Restricted Stock Grants:
Granted 01/24/17	0	134	-	01/24/21	-	4,965
Granted 01/23/18	0	194	-	01/23/22	-	7,188
Granted 01/29/19	0	766	-	01/29/23	-	28,380
Granted 01/28/20	0	496	-	01/28/24	-	18,377

Mark A. Gooch
Restricted Stock Grants:
Granted 01/24/17	0	264	-	01/24/21	-	9,781
Granted 01/23/18	0	381	-	01/23/22	-	14,116
Granted 01/29/19	0	1,422	-	01/29/23	-	52,685
Granted 01/28/20	0	902	-	01/28/24	-	33,419

James B. Draughn
Restricted Stock Grants:
Granted 01/24/17	0	5,000	-	01/24/22	-	185,250
Granted 01/24/17	0	138	-	01/24/21	-	5,113
Granted 01/23/18	0	202	-	01/23/22	-	7,484
Granted 01/29/19	0	759	-	01/29/23	-	28,121
Granted 01/28/20	0	487	-	01/28/24	-	18,043

Larry W. Jones
Restricted Stock Grants:
Granted 01/24/17	0	142	-	01/24/21	-	5,261
Granted 01/23/18	0	206	-	01/23/22	-	7,632
Granted 01/29/19	0	766	-	01/29/23	-	28,380
Granted 01/28/20	0	487	-	01/28/24	-	18,043

(1) The restrictions on the restricted stock granted to NEOs will lapse ratably over four years, except for 5,000 shares issued to Mr. Draughn on January 24, 2017 that were issued as a management retention grant and will cliff vest in five years. All restrictions on restricted stock issued prior to 2017 lapse upon a change in control of CTBI. The restrictions on restricted stock issued in 2017 and after, lapse upon a change in control of CTBI followed by certain employment termination events.

(2)	This column represents the date restrictions lapse on restricted stock grants.

(3)	Based on the per share closing price of $37.05 of our common stock at December 31, 2020.

CHANGE IN CONTROL AND TERMINATION BENEFITS

CTBI provides additional benefits, not included in the previous tables, to the NEOs in the event of a change in control. The following table provides an estimate of the value of such benefits, assuming the change in control had occurred on December 31, 2020.

Name	Severance Payment Equal to 2.99 Times Annual Base Salary (1) ($)		Severance Payment Equal to 2.00 Times Annual Base Salary (2) ($)		Acceleration of Restricted Stock Grants (3) ($)		Acceleration of Performance Based Units Payable in Cash (4) ($)		Total (Based on 2.99 Times Annual Base Salary) (1) ($)		Total (Based on 2.00 Times Annual Base Salary) (2) ($)
Jean R. Hale	$	2,018,250	$	1,350,000	$	176,469	$	152,500	$	2,347,219	$	1,678,969

Kevin J. Stumbo		941,850		630,000		58,910		34,033		1,034,793		722,943

Mark A. Gooch		1,420,250		950,000		110,001		80,875		1,611,126		1,140,876

James B. Draughn		902,980		604,000		244,011		34,000		1,180,991		882,011

Larry W. Jones		897,000		600,000		59,317		34,750		991,067		694,067

(1)	Severance agreements with the NEOs require payment of an amount equal to 2.99 times annual base salary in the event of a change in control of CTBI followed by: (a) a subsequent involuntary termination; or (b) a voluntary termination preceded by a change in duties.

(2)	Severance agreements with the NEOs require payment of an amount equal to 2.00 times annual base salary in the event of a voluntary termination not preceded by a change in duties subsequent to a change in control of CTBI.

(3)

The restrictions on restricted stock issued prior to 2017 lapse immediately upon a change in control of CTBI. Restrictions on restricted stock issued in 2017 and after, lapse upon a change in control of CTBI followed by certain employment termination events. The amounts shown for restricted stock represent the number of shares granted multiplied by the per share closing price at December 31, 2020 of $37.05.

(4)

Upon a change in control, followed by certain employment termination events, any then outstanding performance units shall become fully vested following the change in control, in an amount which is equal to the greater of (a) the amount payable under the performance unit at the target cumulative net income level multiplied by a percentage equal to the percentage that would have been earned under the terms of the performance unit agreement assuming that the rate at which the performance goal has been achieved as of the date of such change in control would have been continued until the end of the performance period; or (b) the amount payable under the performance unit at the target cumulative net income level multiplied by the percentage of the performance period completed by the participant at the time of the change in control.

See the Employment Contracts, Termination of Employment, and Change in Control Agreements section of the Compensation Discussion and Analysis for further information.

SHAREHOLDER PROPOSALS

It is currently contemplated that next year’s Annual Meeting of Shareholders will be held on or about April 26, 2022. In the event that a shareholder desires to have a proposal considered for presentation at CTBI’s next Annual Meeting of Shareholders and inclusion in the Proxy Statement for such meeting, the proposal must be forwarded in writing to the Secretary of CTBI so that it is received no later than December 2, 2021. Any such proposal must comply with the requirements of Rule 14(a)-8 promulgated under the Act. If a shareholder intends to present a proposal at the next Annual Meeting of Shareholders, but has not sought the inclusion of such proposal in CTBI’s Proxy, Notice of Meeting, and Proxy Statement, such proposal must be received by the Secretary of CTBI by February 15, 2022 or CTBI’s management proxies for the Annual Meeting will be entitled to use their discretionary voting authority should such proposal then be raised, without any discussion of the matter in CTBI’s Proxy, Notice of Meeting, or Proxy Statement.

MISCELLANEOUS

The Board of Directors of CTBI knows of no other business to be presented to the Annual Meeting. If other matters should properly come before the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the proxy. The Board of Directors urges each shareholder who does not intend to be participate in and to vote during the virtual Annual Meeting to submit a proxy as promptly as possible.

By Order of the Board of Directors

/s/ Jean R. Hale

Jean R. Hale

Chairman of the Board, President, and Chief Executive Officer

Pikeville, Kentucky

April 1, 2021