NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF LIMESTONE BANCORP, INC.
WEDNESDAY, JUNE 19, 2019
To our shareholders:
The Annual Meeting of Shareholders of Limestone Bancorp, Inc. will be held on Wednesday, June 19, 2019, at 9:00 a.m. EDT
in the Conference Center on the second floor of our main office located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223, to consider and act upon the following matters:
1.
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The election of eight nominees as directors;
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2.
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A proposal to approve, in a non-binding advisory vote, the compensation of the Company’s executives as disclosed in the
accompanying proxy statement;
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3.
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A proposal to ratify the appointment of the Company’s independent registered public accounting firm; and
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4.
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Such other business as may properly come before the meeting.
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The close of business on April 23, 2019, is the record date for determining the shareholders entitled to notice of, and
to vote at, the Annual Meeting of Shareholders.
Whether or not you plan to attend the meeting, please sign, date and promptly return the enclosed proxy. If for any
reason you desire to revoke your proxy, you may do so at any time before the voting as described in the accompanying proxy statement.
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By order of the Board of Directors,
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John T. Taylor
Chief Executive Officer
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April 30, 2019
Important Notice Regarding the Availability of Proxy Materials for the
Shareholders Meeting to be Held on June 19, 2019:
This proxy statement and our 2018 Annual Report to Shareholders,
including Form 10-K, are available at www.limestonebank.com under “About Us – Investor Relations.”
2019 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 19, 2019:
The proxy statement and annual report on Form 10-K are
available at
www.limestonebank.com
under “Investor Relations.”
QUESTIONS AND ANSWERS
Why am I receiving these materials?
We are sending this proxy statement and
the accompanying proxy card to our shareholders of record beginning on or about April 30, 2019. These materials are for use at the 2019 Annual Meeting of Limestone Bancorp Shareholders, which will be held on June 19, 2019, at
9:00
a.m. EDT in the Conference Center on the second floor of our main office located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223
. Our Board of Directors is
soliciting proxies to give all shareholders of record an opportunity to vote on matters to be presented at the Annual Meeting. In the following pages of this Proxy Statement, you will find information on matters to be voted upon at the
Annual Meeting or any adjournment of that meeting.
Who is entitled to vote?
Shareholders of record of Limestone Bancorp common shares as of the close of business on April 23, 2019, are entitled
to vote at the Annual Meeting. Only shares that are present in person or represented by a valid proxy can be voted at the meeting.
What constitutes a quorum and how many
shares are outstanding?
A majority of the outstanding common shares must be present, either in person or represented by proxy, in order to
conduct business at the Annual Meeting. On April 23, 2019, there were 6,240,614 common shares of Limestone Bancorp outstanding.
Shareholders are entitled to cast one vote per common share on each matter except the election of directors. In the
election of directors, shareholders are entitled to cast one vote per common share for each of the eight positions on our Board of Directors up for election at the Annual Meeting.
All shares represented by properly completed proxies received before the polls are closed at the Annual Meeting,
unless revoked or superseded, will be voted in accordance with instructions indicated on those proxies.
You are voting on three items:
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The election of eight directors (Proposal 1);
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A proposal to approve, in a non-binding advisory vote, the compensation of the Company’s executives as disclosed under “Executive
Compensation” (Proposal 2); and
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A proposal to ratify the appointment of our independent registered public accounting firm (Proposal 3).
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Our Board recommends that you vote your shares:
●
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FOR
the election of the nominees listed in this proxy statement;
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●
●
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FOR
the proposal to approve, on an advisory basis, the compensation of the Company’s executives as disclosed in this proxy statement; and
FOR
the ratification of the appointment of our independent registered public accounting firm.
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We are not aware of any other business to be submitted for a vote of shareholders at the Annual Meeting.
How many votes are required for approval?
Directors are elected by a plurality of
the votes cast, which means
the eight
nominees who receive the largest number of votes will be elected as directors. Cumulative voting is not permitted.
Shares that are represented by proxies marked “withhold authority” for the election of one or more director nominees will not be counted in determining the number of votes cast for those persons.
Each of the other proposals on the agenda for the Annual Meeting – to approve the compensation of the Company’s
executives (Proposal 2), and to ratify the appointment of our independent registered public accounting firm (Proposal 3) –
will be approved if the number of votes
cast in favor of the proposal is greater than the number cast against it.
Abstentions and broker non-votes will be
counted as present for purposes of determining whether a quorum exists. Neither abstentions nor broker non-votes will have any effect on the election of directors or the proposals to approve executive compensation, and to ratify
the
appointment of our independent registered public accounting firm;
Brokers will not have discretionary
authority to vote on Proposal 1 or 2 on behalf of beneficial owners of common shares who have not provided voting instructions. Brokers who hold shares in nominee name have discretionary authority to vote those shares without instruction
from the beneficial owners only with respect to the proposal to ratify
the appointment of our independent registered public accounting firm (Proposal 3).
You may vote by proxy or in person at the meeting. To vote by proxy, simply mark your proxy card, date and sign it and
return it in the envelope provided. The Board has designated two individuals to vote the shares represented by proxies solicited by the Board at the Annual Meeting. If you properly submit a proxy but do not specify how you want your shares
to be voted, your shares will be voted by the designated proxies:
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FOR
the election of all the director nominees recommended by the Board;
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FOR
the approval of our executive compensation
; and
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FOR
the ratification of the appointment of our independent registered public accounting firm.
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The designated proxies will vote in their discretion on any other matter that may properly come before the meeting. At
the date the Proxy Statement went to press, we did not anticipate that any other matters would be raised at the Annual Meeting.
If you wish to vote in person at the meeting and you hold your shares through a broker, bank or other institution, you
are considered a “street name” shareholder and you must obtain a “legal proxy” from your broker or bank in order to vote in person at the meeting. Please contact the institution holding your shares for information on how to obtain a legal
proxy.
How can I revoke my proxy?
If you vote by proxy, you may revoke that proxy at any time before it is voted at the meeting. You may do this by
(a) signing another proxy card with a later date and returning it to us before the meeting or (b) attending the meeting in person and casting a ballot.
How may I obtain Limestone Bancorp’s 10-K and other financial information?
A copy of
our 2018 Annual Report on
Form 10-K
is enclosed.
Shareholders and prospective investors may request a free copy of our 2018 Annual Report on Form 10-K
by writing to Investor Relations - Limestone Bancorp, Inc. at
: 2500 Eastpoint Parkway, Louisville, Kentucky 40223.
The Form 10-K is also available at
www.limestonebank.com
.
Click on “Investor Relations” under the “About Us” tab and then proceed to “SEC Filings” under “Documents.”
Who can help answer my questions?
If you have questions or would like to receive additional copies of this proxy statement or voting materials, please
contact Investor Relations as described above.
PROPOSAL
1:
ELECTION OF DIRECTORS
At the 2019 Annual Meeting, our shareholders will elect eight directors to serve for a one-year term and until their
successors are elected and qualified. Our articles of incorporation and bylaws provide that our Board of Directors will consist of not less than two nor more than 15 members, with the actual number of directors to be set by the Board. Our Board
of Directors is currently comprised of eight directors.
The Nominating and Corporate Governance Committee and the Board of Directors have nominated the eight individuals named
in the table below for election as directors. All of the nominees are current members of the Board with the exception of Kevin J. Kooman who has been nominated by Patriot Financial Partners III, L.P. with the approval of our Nominating and
Corporate Governance Committee to replace W. Kirk Wycoff when his term ends at the annual meeting. Mr. Wycoff has served on the Board of Directors since 2010. None of the nominees currently serves as a director of any other public or registered
investment company, nor have they held any such directorship, except as described in each director’s biography below.
Director Nominees
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Age
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Position
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W. Glenn Hogan
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57
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Chairman of the Board of Directors
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Celia P. Catlett
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42
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Director
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Kevin J. Kooman
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49
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Nominee
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Michael T. Levy
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50
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Director
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James M. Parsons
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62
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Director
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Bradford T. Ray
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61
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Director
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Dr. Edmond J. Seifried
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72
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Director
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John T. Taylor
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59
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President, Chief Executive Officer and Director of Limestone Bancorp
President, Chief Executive Officer and Chairman of the Board of
Directors of Limestone Bank
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W. Glenn Hogan
, a
director since 2006,
is founder, President and Chief Executive Officer of Hogan Real Estate, a full service commercial real estate development company headquartered in
Louisville, Kentucky. Mr. Hogan has more than thirty years of real estate development experience and has developed millions of square feet of retail space in the Midwest and Southeast. He is a Certified Commercial Investment Member and a past
president of the Kentucky State CCIM Chapter. Mr. Hogan brings executive decision making skills and his commercial real estate background strengthens our risk assessment function. He also is familiar with the banking industry from previous
service on the Board of Directors of two other Louisville community banks. Mr. Hogan served as a director of US Wireless Online, Inc. from August 2005 until May 2006.
Celia P. Catlett,
a
director since 2018,
is the General Counsel of Texas Roadhouse, a Nasdaq listed company. She has held this position since 2013.
She first joined that organization in 2005, and has served as its Corporate Secretary since 2011. Prior to joining Texas Roadhouse, Ms. Catlett practiced law in New York
City. She graduated magna cum laude from the University of Alabama with a Bachelor’s Degree in communications, and earned her Juris Doctor Degree from Vanderbilt University Law School. In 2014, Ms. Catlett was named one of Louisville Business
First’s Forty Under 40, and recognized by the Kentucky Governor’s office as an Outstanding Kentuckian. In 2016, Catlett was named as the Enterprising Woman to Watch by Louisville Business First. Ms. Catlett brings her public company
experience, legal background, and experience in the customer-focused hospitality industry.
Kevin J. Kooman,
is
a Partner with Patriot Financial Partners, L.P., a private equity investment fund focused on investments in the community bank and financial services sectors. Mr. Kooman joined Patriot Financial Partners in 2007 and has over 25 years of private
equity, investment banking and corporate finance experience. Prior to joining Patriot Financial Partners, he served as a Vice President of Investment Banking at Janney Montgomery Scott LLC in the firm’s Financial Institutions Group. Prior to
joining Janney, Mr. Kooman held the positions of divisional Controller and Manager of Financial Operations at CIGNA Corporation and ACE Limited. Mr. Kooman began his career in the Philadelphia office of Arthur Andersen LLP. He currently serves
on the board of White River Bancshares Company. Mr. Kooman received a Bachelor’s Degree in Accounting from Villanova University and received an M.B.A. in Finance from Temple University. He is a Certified Public Accountant (currently inactive).
As the representative of Patriot Financial Partners III, L.P., Mr. Kooman will bring extensive leadership and community banking experience to our Board, including
merger and acquisition experience, public company expertise and risk assessment skills.
Michael T. Levy,
a
director since 2014,
is President of Muirfield Insurance LLC of Kentucky, a Lexington, Kentucky insurance brokerage firm. An owner of
Bluewater Farm, LLC, Mr. Levy is active in breeding and selling Thoroughbreds and has served in the past as a board member of the Thoroughbred Owners and Breeders Association and Breeders Cup, Ltd. He is a graduate of the University of
Pennsylvania. The lead producer in an insurance agency, Mr. Levy has intimate knowledge of the Lexington market, which has been identified as a target growth market in our strategic planning. He also has extensive experience in the equine
industry, a niche market also identified in the strategic plan of our banking subsidiary, Limestone Bank, Inc.
James M. Parsons,
a
director since 2015,
is the Chief Financial Officer of Ball Homes, LLC, a residential real estate development firm headquartered in Lexington,
Kentucky with operations in Kentucky and Tennessee. Mr. Parsons has served with Ball Homes since 2005. Mr. Parsons previously served as President and CEO of ONB Insurance Group. His background in accounting and real estate development finance
strengthen the Board’s depth of experience in those areas. Mr. Parsons earned his Bachelor’s Degree in Business Administration and Accounting from West Virginia University.
Bradford T. Ray
,
a director since 2014,
served in various leadership roles at Steel Technologies, Inc., a steel processor, from 1981 to 2010, serving as CEO beginning in 1999 and as
Chairman beginning in 2002. He served as an advisor to Steel Technologies, Inc. from 2010 to 2012. He has been a consultant with BTR Advisory Services since 2012 and has been an independent director at Global Brass and Copper Holdings, Inc.
since December 10, 2014. Mr. Ray serves on the Board of Trustees of Bellarmine University in Louisville, Kentucky. He provides the experience and perspective of a former chief executive of a publicly traded manufacturing business.
Dr. Edmond J. Seifried,
a director since 2015, is a principal in S&B West LLC, a community bank consulting center in Easton, Pennsylvania. In addition, Dr. Seifried is a Professor Emeritus at Lafayette College in Easton, Pennsylvania. He also serves as
Executive Consultant and Chief Economist for Sheshunoff CEO Affiliation Program, a national bank consulting organization. Dr. Seifried serves as the dean of the Virginia and West Virginia Banking Schools and has served on the faculty of numerous
banking schools including: Stonier Graduate School of Banking, and the Graduate School of Banking of the South. Dr. Seifried provides experience and insight with respect to trends and developments affecting community banks nationally.
John T. Taylor
has served as President and a director of Limestone Bancorp, and as President and Chief Executive Officer of the Bank since July 2012. He became Chief Executive Officer of Limestone Bancorp in 2013. Mr. Taylor serves as an executive officer and
is nominated as a director in accordance with his employment agreement with the Company and the Bank. Prior to joining Limestone, Mr. Taylor served as President and CEO of American Founders Bank, Inc. and American Founders Bancorp, Inc. of
Lexington, Kentucky since 2007. Prior to joining American Founders, he served in senior management positions with increasing responsibility for PNC Bank, N.A., including as President of its Ohio/Northern Kentucky region for six years. Mr. Taylor
has over 30 years of banking experience in Kentucky and Ohio. Mr. Taylor has been actively involved in a number of civic and professional organizations. He has a solid history of building organizations with a clear vision and strategy to build
long-term enterprise value. Mr. Taylor also has strong roots in Kentucky with significant experience in our key markets. He is a graduate of the University of Kentucky where he earned a Master’s and a Bachelor’s Degree in Business Administration.
Neither the Nominating and Corporate Governance Committee nor the Board of Directors has reason to believe that any
nominee for director is unwilling or unable to serve following election. However, if that were to occur, the holders of the proxies solicited hereby will vote for such substitute nominees as the Nominating and Corporate Governance Committee or
the Board of Directors may recommend.
The Board of Directors recommends that shareholders vote “FOR” the election of the eight nominees.
Other Executive Officers
Name
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Age
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Position
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Phillip W. Barnhouse
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48
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Chief Financial Officer Limestone Bancorp and Limestone Bank
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John R. Davis
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56
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Chief Credit Officer of Limestone Bank
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Joseph C. Seiler
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52
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Executive Vice President of Limestone Bank
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Phillip W. Barnhouse
has served as Chief Financial Officer since 2012 and has served as Chief Financial Officer of the Bank since 2006. He served as the Bank’s Chief Operating Officer from 2013 to 2018. Mr. Barnhouse served as Chief Financial Officer of Ascencia
Bank from 1998 to 2005. From 1992 to 1998, Mr. Barnhouse worked with Arthur Andersen LLP, where he managed the audits of public and private companies. He is a member of the American Institute of Certified Public Accountants and the Kentucky
Society of CPAs. Mr. Barnhouse earned a Bachelor's Degree in Accounting from Western Kentucky University and a diploma from The Graduate School of Banking at Louisiana State University.
John R. Davis
has
served as Chief Credit Officer of the Bank since September 2012. Mr. Davis has the responsibility for establishing and executing credit quality policies and overseeing credit administration. He previously served as Executive Vice President and
Chief Credit Officer of American Founders Bank, Inc. and American Founders Bancorp, Inc. of Lexington, Kentucky. Before joining American Founders in 2005, he served for 17 years in various commercial lending and credit administration positions
of increasing authority with National City Bank. Mr. Davis earned his Bachelor’s Degree in Business from the University of Louisville, an MBA from Bellarmine University and is a graduate of the Stonier Graduate School of Banking.
Joseph C. Seiler
has served as Executive Vice President of the Bank and head of the Bank’s commercial banking business since August 2013. Mr. Seiler previously served as Executive Vice President, Asset Resolution Team, of PNC Bank, N.A. in Louisville, Kentucky.
Before joining PNC Bank in 2009, he served as Executive Vice President and Managing Director, Investment Real Estate Group, for National City Bank of Louisville, Kentucky. Mr. Seiler earned his Bachelor’s Degree in Economics from Centre College
in Danville, Kentucky and an MBA from the University of Louisville.
CORPORATE GOVERNANCE
Corporate Governance Principles
Our Board of Directors has adopted corporate governance principles that address the role and composition of our Board of
Directors and the functions of our Board and its committees.
We regularly review and may revise our corporate governance principles from time to time in response
to changing regulatory requirements, evolving best practices and items of interest to our shareholders and other constituents. Our corporate governance principles are available on our website at www.limestonebank.com under “Investor Relations”
and “Governance Documents.”
Director Independence
Our corporate governance principles provide that a majority of the members of the Board of Directors must be
independent from management. For this purpose, the Board has adopted director independence standards that meet the listing standards of the Nasdaq corporate governance rules. In accordance with our corporate governance guidelines, the
Nominating and Corporate Governance Committee undertakes an annual review of director independence during the first quarter of each year. During this review, the Board considers any and all commercial and charitable relationships of directors,
including transactions and relationships between each Director or any member of his or her immediate family and the Company and its subsidiaries.
In its 2019 review, the Board
affirmatively determined that director nominees Michael T. Levy, James M. Parsons, Bradford T. Ray, Dr. Edmond J. Seifried, Celia P. Catlett, and Kevin J. Kooman are each independent of the Company and its management in that none
have
any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, in accordance with the N
asdaq
corporate governance rules
. Our Board has also affirmatively determined that W. Kirk Wycoff is independent of the Company and its management in that he does not
have
any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, in accordance with the N
asdaq
corporate governance rules
.
Limestone Bank received real estate management services and sales services from Hogan Development Company, a firm in
which our director, W. Glenn Hogan holds a controlling interest. As described under “Certain Relationships and Related Transactions,” this arrangement was reviewed and evaluated by the independent members of our Audit Committee as part of the
Board’s annual assessment of director independence. The Bank paid real estate management fees to Hogan Development Company of $20,000 in each of 2018 and 2017. The Bank paid no real estate commissions in 2018 and $6,000 to Hogan Development
Company in 2017. Fees paid annually to Hogan Development Company in 2016 were more than 5% of that firm’s consolidated gross revenues and preclude Mr. Hogan from being an independent director under the N
asdaq
corporate governance rules.
Director Nominations and Qualifications
In making its recommendations of nominees to be elected to the Board of Directors and included in our proxy statement,
the Nominating and Corporate Governance Committee evaluates incumbent directors, potential director nominees and persons recommended by shareholders, if any. The Committee reviews each candidate in light of the selection criteria set forth in
our corporate governance principles. Candidates are selected based on their integrity, independence, diversity of experience, leadership and their ability to exercise sound judgment. While we do not have a separate diversity policy, the
Committee does consider the diversity of experience of its nominees in knowledge, skills, expertise and other demographics that may contribute to the Board. When considering potential Board members, the Committee will look at all of the
foregoing criteria and the current and anticipated needs of the Company. The various qualifications and criteria are normally considered at a Committee meeting during March of each calendar year so that the respective names can be placed on the
ballot for the annual meeting. All of the nominees for election as directors at the annual meeting were nominated by the Committee. The Committee did not receive any shareholder nominations for directors, other than the nomination of Mr. Kooman
by Patriot Financial Partners III, L.P.
Board Leadership Structure
In 2012, the Board’s five independent directors identified and hired John T. Taylor to serve in the primary leadership
role for the Company. Mr. Taylor joined as President of Limestone Bancorp and as President and Chief Executive Officer of the Bank in July 2012. In 2013, Mr. Taylor was named CEO of Limestone Bancorp and W. Glenn Hogan was named Chairman of the
Board. Mr. Taylor is responsible for the executive leadership and management of the Company and the Bank. Mr. Taylor also serves as a director of Limestone Bancorp and Limestone Bank.
Consistent with N
asdaq
’s corporate
governance rule, the independent directors meet regularly in executive session without management or non-independent directors in attendance. The Board as a whole actively considers strategic decisions proposed by management, including matters
affecting the business strategy and competitive and financial positions of the Company, and also monitors the Company’s risk profile. Board meetings are focused on strategic matters affecting major areas of the Company’s business, including
operational, execution and risk management initiatives. During 2018, the independent directors met periodically in executive session on an as-needed basis.
Board Structure and Committee Composition
Our Board of Directors has established standing committees in connection with the discharge of its responsibilities.
These committees include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which has a separate charter. Our committee charters are available on our website at www.limestonebank.com under
“Investor Relations” and “Governance Documents.”
Audit Committee
The Audit Committee is responsible for and assists our Board in monitoring the integrity of the financial statements,
the qualifications and independence of our independent registered public accounting firm, the performance of our internal audit function and our independent registered public accounting firm and our compliance with legal and regulatory
requirements. The Audit Committee has the sole authority and responsibility to select, appoint, compensate, evaluate and, if necessary, replace the Company's independent auditors. The Audit Committee approves all audit engagement fees and terms,
and must pre-approve any non-audit services provided to the Company by the independent auditors. The Audit Committee met six times in 2018.
During the past year, our Audit Committee was comprised of Ms. Catlett, Mr. Levy, Mr. Parsons, and Mr. Ray. Our Board
of Directors determined that all four of the members of the Audit Committee met the independence requirements of the N
asdaq
corporate governance rules and
relevant federal securities laws and regulations, and that Mr. Parsons qualified as an audit committee financial expert.
Compensation Committee
Our Compensation Committee was comprised of Ms. Catlett, Mr. Levy, Mr. Ray, Mr. Seifried, and Mr. Wycoff during the past
year. Our Board of Directors determined that all 5 members of the Compensation Committee met the independence requirements of the Nasdaq corporate governance rules. The Compensation Committee has overall responsibility for evaluating and
approving our executive officer incentive compensation, benefit, severance, equity-based or other compensation plans, policies and programs. The Compensation Committee is also responsible for producing an annual report on executive compensation
for inclusion in this proxy statement. The Compensation Committee met three times in 2018.
The Compensation Committee is responsible for establishing a compensation policy that fairly rewards our executive
officers for performance benefiting the shareholders and effectively attracts and retains executive talent necessary to successfully lead and manage the Company. In practice, our Chief Executive Officer, John T. Taylor, is expected to present a
total compensation policy for the executive management team, which the Compensation Committee will evaluate and retains the right to modify or reject. The Compensation Committee is directly responsible for evaluating the performance of Mr.
Taylor, and determining the details of his total compensation. The Committee also evaluates Mr. Taylor’s recommendations for the salaries and incentive compensation of other named executives, which the Committee will modify and authorize as it
deems appropriate.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee was comprised of Ms. Catlett, Mr. Levy, Mr. Ray, and Mr. Wycoff during
the past year. Our Board of Directors determined that all 4 members of the Nominating and Corporate Governance Committee met the independence requirements of the Nasdaq corporate governance rules. The Nominating and Corporate Governance
Committee assists our Board of Directors in promoting our best interests and the best interests of our shareholders through the implementation of sound corporate governance principles and practices. In furtherance of this purpose, the Nominating
and Corporate Governance Committee identifies individuals qualified to become Board members and recommends to our Board of Directors persons to be nominated for election as directors at each annual meeting of shareholders. It also reviews the
qualifications and independence of the members of our Board of Directors and its various committees on a regular basis and makes any recommendations the Committee members may deem appropriate from time to time concerning any recommended changes
in the composition of our Board and Board Committees. The Nominating and Corporate Governance Committee met one time in 2018.
Meeting Attendance
During 2018, our Board of Directors met eight times. None of our current directors attended fewer than 75% of the
meetings of the Board of Directors and the committees on which he or she served. All directors and director nominees are expected to attend each annual meeting of shareholders, unless circumstances prevent them from doing so. Mr. Levy, Mr.
Parsons, Mr. Seifried, Mr. Taylor, and Mr. Hogan (5 directors) attended last year’s annual meeting.
Board’s Role in Risk Oversight
As a bank holding company, we face a number of risks, including general economic risk, credit risk, regulatory risk,
liquidity risk, interest rate risk, audit risk, reputational risk and others. Management is responsible for the day-to-day management of risks to the Company, and the Board, as a whole and through its committees, has responsibility for the
oversight of risk management. In its risk oversight role, the Board of Directors 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
standing committees of the Board also have responsibilities with respect to our risk oversight. In particular, the Audit Committee plays a large role in monitoring and assessing our risk related to financial reporting and accounting matters as
well as any other particular areas of concern of the Board. The Board’s Compensation Committee monitors and assesses the various risks associated with compensation policies, and oversees incentives that encourage performance subject to a level
of risk-taking consistent with our overall strategy.
Code of Ethics and Conflict of Interest Policy
Our
Board has adopted a Code of Ethics
and Conflict of Interest Policy that set forth important policies and procedures in conducting our business in a legal, ethical and responsible manner. The Code of Ethics is applicable to our CEO, CFO, and all Senior Financial Officers. The
Conflict of Interest Policy is applicable to all employees and directors. The Code of Ethics and the Conflict of Interest Policy are each available on our website at
www.limestonebank.com
under “About Us - Investor Relations” and “Governance Documents.” We will post any amendments to, or waivers from, these policies on our website.
The CEO, CFO, and Senior Financial Officers must report any conduct they believe in good faith to be an actual or
apparent violation of our Code of Ethics to the Audit Committee and violations of our Conflict of Interest Policy are to be brought to the attention of our General Counsel. In addition, as required under the Sarbanes-Oxley Act of 2002, the
Audit Committee has established confidential procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by company employees of
concerns regarding questionable accounting or auditing matters.
Stock Ownership Guidelines
Our Corporate Governance Principles require all non-employee directors to hold at least 1,000 of our shares while
serving as a director of the Company. All directors are expected to be in compliance with the stock ownership guidelines within five years of becoming a director.
Shareholder Communications with the Board of Directors
Shareholders may communicate directly to the Board of Directors in writing by sending a letter to the Board at:
Limestone Bancorp Board of Directors, 2500 Eastpoint Parkway, Louisville, KY 40223. Communications directed to the Board of Directors will be received by the Chairman and processed by the Nominating and Corporate Governance Committee when the
communications concern matters related to the duties and responsibilities of the Board of Directors.