Community Trust Bancorp refreshes audit leadership as director retires

Rhea-AI Filing Summary

Community Trust Bancorp, Inc. (CTBI) filed an 8-K to report a board change mandated by its director age-limit policy. Director Franklin H. Farris, Jr. reached age 75 on June 21, 2025 and therefore retired, reducing the Board from ten to nine members. Mr. Farris also vacated his role as Chairman of the Audit and Asset Quality Committee. The Board promptly appointed Vice Chairman and lead independent director Eugenia Crittenden “Crit” Luallen to succeed him. CTBI states that Ms. Luallen qualifies as an “audit committee financial expert” and meets Nasdaq independence requirements (Rules 5605(a)(2) & 5605(c)(2)). No other compensatory or operational changes were disclosed.

Positive

• Seamless leadership transition: Immediate appointment of a qualified financial expert (Luallen) maintains stability of the Audit and Asset Quality Committee.
• Governance compliance: Retirement follows established age-limit policy, reinforcing board refreshment and adherence to Nasdaq independence standards.

Negative

• Loss of experience: Retirement of long-serving Audit Committee Chair Farris removes institutional knowledge and reduces board size from ten to nine.

Insights

Corporate Governance Analyst

TL;DR: Required age-limit retirement; new audit chair named; governance continuity maintained; limited financial impact.

The filing describes a routine governance transition. CTBI adheres to its retirement policy, which supports board refreshment and compliance with best practices. Appointing Ms. Luallen, already Vice Chairman and a certified audit committee financial expert, minimizes disruption and sustains committee expertise. The board remains majority-independent and compliant with Nasdaq rules, so no regulatory risk arises. Investors should view the news as neutral: while the loss of Mr. Farris’ experience carries modest downside, the swift replacement with a qualified independent director preserves oversight quality.

false000035085200003508522025-06-212025-06-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 21, 2025

Commission file number 001-31220

Community Trust Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Kentucky	61-0979818
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
P.O. Box 2947 346 North Mayo Trail Pikeville, Kentucky	41502
(Address of principal executive offices)	(Zip code)
(606) 432-1414 (Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock (Title of class)
CTBI	The NASDAQ Global Select Market
(Trading symbol)	(Name of exchange on which registered)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Per the Community Trust Bancorp, Inc. (“CTBI”) Directors’ Compensation, Retirement, and Benefits Policy, directors must retire from being a voting director upon attaining the age of 75.  On June 21, 2025, Franklin H. Farris, Jr. attained the age of 75 and, therefore, has retired from CTBI’s Board of Directors.  Mr. Farris’ retirement reduces the number of directors from ten to nine.

Mr. Farris held the position of Audit and Asset Quality Committee Chairman.  Upon Mr. Farris’ retirement, the Board of Directors appointed Eugenia Crittenden “Crit” Luallen as Chairman of the Audit and Asset Quality Committee.  Ms. Luallen currently serves as Vice Chairman and lead independent director of CTBI’s Board of Directors.  The Board has determined that Ms. Luallen is an audit committee financial expert for CTBI and is independent as described the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			COMMUNITY TRUST BANCORP, INC.
			By:
Date:	June 23, 2025		/s/ Mark A. Gooch
			Mark A. Gooch
			Chairman, President, and Chief Executive Officer

FAQ

Why did Franklin H. Farris, Jr. retire from CTBIs Board?

CTBIs policy requires directors to retire at age 75; Mr. Farris reached that age on June 21, 2025.

How does the retirement affect CTBIs board size?

The number of directors decreases from 10 to 9.

Who is the new Chair of CTBIs Audit and Asset Quality Committee?

Eugenia Crittenden “Crit” Luallen has been appointed to the role.

Is Ms. Luallen considered independent?

Yes. The Board confirmed she meets Nasdaq Rules 5605(a)(2) and 5605(c)(2) independence criteria.

Does the 8-K disclose any financial impact or compensation changes?

No. The filing focuses solely on the board transition and states no additional compensatory arrangements.