Community Trust Bancorp (CTBI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2025, with key items including director elections, approval of an amended stock incentive plan, auditor ratification, and a say-on-pay vote.

• Board recommends voting in favor of all proposals and nominees.

• Proxy materials are distributed by mail and electronically, with voting available by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, approving the Amended and Restated 2025 Stock Ownership Incentive Plan, ratifying BDO USA, P.C. as the new independent auditor, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2026 meeting by December 2, 2025.

Board of directors and corporate governance

• Nine of ten directors are independent per Nasdaq standards; the lead independent director presides over executive sessions.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Risk and Compliance, and others.

• Directors must retire at age 75; one director retired in January 2025 due to this policy.

• Board held eight meetings in 2024, with all directors attending at least 75% of meetings.