REPUBLIC BANCORP INC CLASS A (RBCAA)
Sector: Financials
2026 Annual Meeting Analysis
REPUBLIC BANCORP INC CLASS A · Meeting: April 23, 2026
Directors FOR
11
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 13 Directors to serve until the 2027 Annual Meeting
Against Analysis
The proxy explicitly discloses that A. Scott Trager is the only incumbent director who failed to attend at least 75% of board and committee meetings in 2025, triggering a mandatory Against vote under the attendance policy; additionally, he is a first cousin of Executive Chair/CEO Steven E. Trager, raising independence concerns for a non-independent insider director.
Andrew Trager-Kusman is the nephew of Executive Chair/CEO Steven E. Trager and a first cousin once removed of A. Scott Trager; his familial proximity to the CEO/top management is a direct trigger under the policy's familial relationship rule, which calls for a vote against directors with family ties to senior management.
For Analysis
Director since 2024, exempt from TSR trigger as she joined within the past 24 months; strong accounting and finance background qualifies her as an audit committee financial expert.
Director since 2022; RBCAA's 3-year price return of 86.9% outpaces QABA by +47.5pp, well below the 65pp threshold required to trigger a vote against under the strong-positive TSR tier.
Director since 2020; RBCAA's strong 3-year outperformance vs. QABA (+47.5pp, threshold 65pp not met) means no TSR trigger applies; relevant entrepreneurial and consumer business experience.
Director since 2022; no TSR trigger applies given RBCAA's strong outperformance of QABA; brings extensive HR and operations experience from Humana and Bank of America.
Director since 2020; no TSR trigger applies; strong HR and legal background and serves on only one other public company board (LSI Industries), well within the overboarding limit.
Director since 2020; no TSR trigger applies; brings deep financial services entrepreneurial experience with no overboarding concerns.
CEO/Bank and director since 2021; as an executive director he is subject to the same TSR trigger as all other directors, but RBCAA's +47.5pp outperformance of QABA over 3 years does not meet the 65pp threshold; strong banking credentials.
Director since 2023; no TSR trigger applies; brings relevant technology and entrepreneurial leadership experience as a sitting CEO of a technology outsourcing firm.
Director since 2024, within the 24-month new-director exemption window; brings deep banking industry expertise from the Florida Bankers Association.
Director since 1988 and Executive Chair/CEO; no TSR trigger applies given strong outperformance of QABA; no overboarding, attendance, or qualification concerns identified.
Director since 2016, Lead Independent Director, and Audit Committee Chair; CPA and former CFO of Republic brings strong financial expertise; no TSR trigger, overboarding, or attendance concerns.
The 13-director slate is broadly well-qualified with strong TSR performance vs. QABA (3-year gap +47.5pp, well below the 65pp trigger threshold). Two directors are flagged: A. Scott Trager for failing the 75% meeting attendance threshold (the only incumbent so identified in the proxy), and Andrew Trager-Kusman for his direct familial relationship to the CEO. All other directors receive a FOR vote.
Say on Pay
✓ FORCEO
Logan M. Pichel
Total Comp
$1,819,342
Prior Support
99%%
The prior say-on-pay vote at the April 2025 annual meeting received over 99% support, far above the 70% threshold that would require scrutiny of shareholder engagement. CEO Logan M. Pichel's total reported compensation of $1,819,342 is reasonable for a community bank CEO at a $1.3B market cap company and is consistent with benchmarks for this title, sector, and size. The pay program includes meaningful performance conditions — bonuses tied to gross operating profit goals, performance stock units with ROAA and efficiency ratio hurdles, and restricted stock/option awards — and the company maintains a clawback policy, stock ownership requirements, and an anti-hedging policy, all of which are positive governance indicators.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$776,750
Non-Audit Fees
$284,459
Non-audit fees (tax fees of $196,784 plus audit-related fees of $87,675 = $284,459) represent approximately 37% of audit fees ($776,750), which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can be applied; no material restatements are noted.
Overall Assessment
The 2026 RBCAA ballot contains two management proposals — director elections and auditor ratification — with no say-on-pay vote scheduled this year given the company's biennial cadence (next vote due 2027). The board slate is largely supportable given strong stock performance versus the QABA community bank benchmark, but two directors are flagged: A. Scott Trager for documented below-75% meeting attendance, and Andrew Trager-Kusman for his familial relationship to the CEO. Auditor Forvis Mazars passes the non-audit fee independence test with a 37% non-audit ratio.