STOCK YARDS BANCORP INC (SYBT)
Sector: Financials
2026 Annual Meeting Analysis
STOCK YARDS BANCORP INC · Meeting: April 23, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director since 2021, no overboarding, strong attendance (99%+), and the TSR underperformance trigger does not apply — SYBT's 3-year return of 26.4% trails the peer group median by only 13.5 percentage points, well below the 50-point threshold required to trigger a No vote.
Independent director since 2022, no overboarding, strong attendance, and the TSR trigger does not apply given the 13.5-point gap versus peer median falls far short of the 50-point threshold; brings relevant banking and corporate law expertise.
Appointed October 2025, well within the 24-month new-director exemption from the TSR trigger, and brings relevant commercial real estate expertise to the board.
Independent director since 2005, serves as audit committee financial expert (CPA, former CFO background), no overboarding, strong attendance, and TSR trigger does not apply.
Executive director (CEO) since 2008, no overboarding, strong attendance, and the 3-year TSR underperformance gap of 13.5 percentage points versus the peer group median falls well below the 50-point threshold needed to trigger a No vote under the policy.
Independent director since 2007, serves as audit committee financial expert (former Fortune 500 CFO), no overboarding, strong attendance, and TSR trigger does not apply.
Executive director (President) since 2022, no overboarding, strong attendance, and the TSR underperformance gap versus peer median does not meet the 50-point trigger threshold.
Independent Lead Director since 2012, no overboarding, strong attendance, and TSR trigger does not apply given the 13.5-point gap versus peer median falls well below the 50-point threshold.
Independent director since 2021, no overboarding, strong attendance, and TSR trigger does not apply; note that Mr. Saunier also serves as an officer and director of Captyn, Inc., a private software company, which does not constitute an additional public board seat triggering the overboarding rule.
All nine nominees receive a FOR recommendation. SYBT's 3-year price return of 26.4% trails the company-disclosed peer group median by 13.5 percentage points, which is well below the 50-point underperformance threshold required to trigger a No vote for directors with strong positive absolute returns. No overboarding, independence, attendance, or familial relationship concerns were identified. The board includes two designated audit committee financial experts, a published skills matrix, and a strong Lead Independent Director structure.
Say on Pay
✓ FORCEO
James A. Hillebrand
Total Comp
$3,380,337
Prior Support
97.5%%
CEO total compensation of approximately $3.38 million is reasonable for a community bank CEO at a $1.9 billion market cap company that delivered record net income of $140.2 million and EPS of $4.75 in 2025, representing a 22% year-over-year increase. The pay structure is well-designed: 65% of the CEO's target direct pay is variable and at-risk, with 75% of long-term equity in three-year performance stock awards tied to relative return on average assets and cumulative earnings per share, and 25% in stock appreciation rights that only have value if the stock price rises. The prior-year say-on-pay vote received 97.5% support, the company maintains a clawback policy, and there are no concerns about excessive fixed pay, lack of performance conditions, or misalignment between incentive payouts and company results.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
1 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
BDO USA, P.C. has served as SYBT's auditor only since July 8, 2025 — less than one year — so there are no tenure, non-audit fee ratio, or restatement concerns. BDO is a large national firm appropriate for a $1.9 billion market cap regional bank, meeting the policy's adequacy standard for companies above $1 billion in market cap. Fee data was not disclosed in the available filing text, so no fee ratio analysis could be performed, but the absence of confirmed data does not trigger a No vote under policy.
Overall Assessment
The 2026 Stock Yards Bancorp annual meeting presents a clean ballot with no significant governance concerns: all nine director nominees pass the policy screens, the newly appointed auditor BDO USA is in its first year of engagement with no tenure or independence flags, and the executive compensation program is well-structured with majority variable pay, meaningful three-year performance conditions, and 97.5% prior-year shareholder support. The company's strong fundamental performance — record earnings, top-quartile profitability versus peers, and a 26.4% three-year stock return — supports FOR votes across all three proposals.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing