CTBI Expands Board, Discloses $0.6M Related-Party Fees

Rhea-AI Filing Summary

Community Trust Bancorp (NASDAQ:CTBI) filed an 8-K announcing the appointment of David L. Baird to its Board of Directors effective June 25, 2025, expanding the Board to ten members.

Mr. Baird, a shareholder at Baird and Baird, P.S.C., will join the Risk and Compliance Committee. He will be compensated under CTBIs standard non-employee director plan described in the 2025 proxy. CTBI paid the firm approximately $0.6 million in 2024 and has retained it for 2025, a related-party relationship deemed immaterial but fully disclosed.

No other material financial, operational, or strategic changes were reported.

Insights

Corporate Governance Analyst

Board expands; minor related-party tie; neutral impact.

The filing adds attorney David L. Baird, bringing CTBIs board to ten and strengthening risk oversight via his expected committee role. Compensation follows the pre-set non-employee schedule, so incremental cost is negligible. Although CTBI paid Bairds firm $0.6 million in 2024 and continues the engagement, the sum is modest relative to bank revenues and fully disclosed, limiting conflict-of-interest risk under NASDAQ independence rules. No earnings data, capital actions, or strategic initiatives accompany the governance change, suggesting minimal immediate financial effect. Investors should simply note the expanded board and monitor future related-party transactions.

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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 25, 2025

Commission file number 001-31220

Community Trust Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Kentucky (State or other jurisdiction of incorporation or organization)		61-0979818 (IRS Employer Identification No.)
P.O. Box 2947 346 North Mayo Trail Pikeville, Kentucky (Address of principal executive offices)		41502 (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 (Trading symbol)		The NASDAQ Global Select Market (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 Exchange 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 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 ARRANGEMENTS OF CERTAIN OFFICERS

On June 25, 2025, Community Trust Bancorp, Inc.’s (“CTBI”) Board of Directors appointed David L. Baird as a director, effective immediately.  The addition of Mr. Baird expands CTBI’s Board of Directors (the “Board”) to ten members.  Mr. Baird is expected to be named to the Risk and Compliance Committee of the Board.

In connection with his service as a non-employee director, Mr. Baird will be compensated in accordance with CTBI’s standard compensation policies and practices for non-employee directors of the Board as described in CTBI’s Proxy Statement for its 2025 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 21, 2025.

Mr. Baird does not have any family relationships with any of CTBI’s directors or executive officers.  He is a shareholder in Baird and Baird, P.S.C., a law firm that provided services to CTBI and its subsidiaries during previous years and has been retained during the fiscal year 2025.  Approximately $0.5 million in legal fees and $0.1 million in expenses paid on behalf of CTBI, $0.6 million total, were paid to this law firm during 2024.

For further information regarding Mr. Baird, please see the attached press release included as Exhibit 99.1.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits 

Exhibit No.	Description
99.1	Press release dated June 26, 2025

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:
Dated:  June 26, 2025		/s/ Mark A. Gooch
		Mark A. Gooch
		Chairman, President, and Chief Executive Officer

FAQ

Who was appointed to [[CTBI]]'s board on June 25, 2025?

Community Trust Bancorp appointed David L. Baird as a director effective June 25, 2025.

How many directors does [[CTBI]] have after the appointment?

The board now consists of 10 members following Mr. Baird's addition.

Which committee will David L. Baird join at [[CTBI]]?

He is expected to serve on the Board's Risk and Compliance Committee.

What compensation will the new director receive from [[CTBI]]?

Mr. Baird will be paid under the standard non-employee director compensation program detailed in the 2025 proxy.

How much did [[CTBI]] pay Baird and Baird, P.S.C. in 2024?

[[CTBI]] paid the law firm $0.5 million in fees plus $0.1 million in expenses, totaling $0.6 million.