Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Logan M. Pichel as Chief Executive Officer of Republic Bank &
On September 15, 2021, Republic Bank & Trust Company (the "Bank"), a wholly
owned subsidiary of Republic Bancorp, Inc. (the "Company"), announced that,
effective October 1, 2021, it will appoint Logan M. Pichel, its current
President, to be the Chief Executive Officer and President. Steven E. Trager
will transition from the role of Bank Chair and Chief Executive Officer to the
position of Executive Chair of both the Bank and the Company and will retain the
position of Chief Executive Officer for the Company.
Election of Logan M. Pichel as Director of Republic Bank & Trust Company and
Director of Republic Bancorp, Inc.
On September 15, 2021, the boards of directors for both the Company and the Bank
elected Mr. Pichel as a director effective immediately.
Mr. Pichel has served as President of the Bank since June 2020 and has been
appointed as the Bank's Chief Executive Officer effective as of October 1, 2021.
Mr. Pichel received his undergraduate degree in finance from Ohio Northern
University and his MBA from the University of Michigan. He has more than thirty
years of banking and financial services experience. From 2005 until he began
employment with the Bank, he served in various positions with Regions Bank,
initially as National Production Manager with Regions Mortgage until 2010. From
2010-2018 Mr. Pichel served as Regions Bank's Head of Consumer Lending,
inclusive of mortgage, home equity, auto and personal loans as well as fintech
and small-dollar lending; and from 2018-2019, its Head of Enterprise Operations,
inclusive of bank operations, loan fulfillment and servicing, collections, and
contact centers. From 2019 until joining the Bank, Mr. Pichel served as Regions
Bank's Executive Vice President and Head of Corporate Development - Financial
Planning and Analysis and Mergers and Acquisitions where he was responsible for
company budgeting, forecasting, capital allocation, business and product
profitability analytics, and bank and non-bank mergers and acquisitions. From
2018 until his departure, Mr. Pichel also led Regions Bank's Simplify and Grow
initiative, which focused on making banking easier for customers, improving
efficiencies of internal processes and accelerating revenue growth.
Based on Mr. Pichel's banking experience, his proven leadership skills, his
education and background, and his specific experience, qualifications and
attributes herein disclosed, the boards of directors for the Company and Bank
determined that Mr. Pichel should serve as a director.
Change in Control Severance Agreements and Termination of Mr. Pichel's April 24,
2020 Employment Agreement
On September 15, 2021, the Company's board of directors approved, and the
Company and the Bank entered into, Change in Control Severance Agreements
(collectively, "Agreements") with three executives, Mr. Pichel, Steven E.
Trager, and A. Scott Trager, the Company's President and Vice Chair and the
Bank's Vice Chair. The Agreements for Steven E. Trager and A. Scott Trager
replace their previous Officer Compensation Continuation Agreements dated
January 12, 1995. The Agreements' initial terms end on December 31, 2022 with
automatic renewal thereafter for successive two-year periods, unless the Company
elects not to renew by providing written notice to the executive at least 60
days prior to the expiration of the then-current term.
On September 15, 2021, Mr. Pichel also executed a termination of his Employment
Agreement dated April 24, 2020, with his Change in Control Severance Agreement
replacing certain post-employment provisions contained in Mr. Pichel's
Upon a change in control, as defined in the Agreements, any executive subject to
an Agreement who is involuntarily terminated without cause, or resigns for good
reason as a result of material changes in duties or compensation (both as
defined in the Agreements), within a two-year period after such change in
control would be entitled to receive the following benefits:
1) Pay to the executive of the unpaid balance of the executive's full base
salary through the date of termination;
2) Severance compensation equal to two times the executive's base salary plus
the average bonus paid to the executive officer in the prior three years,
payable in installments over the 24 months following termination;
3) Pay as incurred to reimburse the executive for all legal fees and expenses
incurred by the executive resulting from the termination;
4) Cause all stock options and stock appreciation rights held by the executive,
immediately prior to the termination, to become immediately exercisable;
5) Maintain in full force and effect, for the benefit of the executive for two
years following the date of termination, participation in all employee welfare
benefit plans of the Company or Bank; and
6) Assign to the executive any assignable interest in any life insurance policy
the Company owns on the executive's life.
These benefits may be reduced if they would trigger an excise tax under the
Internal Revenue Code Section 280G, but only if the net after-tax value to the
executive after such reduction is higher than it would be if the entire amount
were paid, and the executive paid the related excise taxes. The Agreements
contain non-competition, non-solicitation, and confidentiality provisions
binding upon the executives.
This summary of the Agreements is qualified in its entirety by reference to the
form of executive officer change in control severance agreement filed as Exhibit
10.05 to Form 8-K on February 1, 2021.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
10.1 Termination of Employment Agreement dated September 15, 2021
between Republic Bank & Trust Company and Logan M. Pichel
99.1 Republic Bank & Trust Company News Release dated September 15,
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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