NOTICEOF  ANNUAL  MEETINGOF  SHAREHOLDERS

Notice of Annual Meeting of ShareholdersOF  REPUBLIC  BANCORP, INC.

of Republic Bancorp, Inc.

Thursday, April 20, 2017

THURSDAY, APRIL 23, 2020

To our shareholders:  You are cordially invited to attend the 20172020 Annual Meeting of Shareholders of Republic Bancorp, Inc.  The following are details for the meeting:

Date:Thursday, April 20, 201723, 2020

Time:9:      10:00 A.M., EDT

Place:     Republic Bank Building, Lower Level, 9600 Brownsboro Road, Louisville, Kentucky 40241

Items on the agenda:

Your vote is important.  Whether or not you plan to attend the Annual Meeting of Shareholders, we hope you will vote as soon as possible.  Please review the instructions with respect to each of your voting options as described in the proxy statement and the Notice of Internet Availability of Proxy Materials.

IF YOU PLAN TO ATTEND:  Please note that space limitations may make it necessary to limit attendance at the Annual Meeting of Shareholders.  Shareholders holding stock in brokerage accounts (“street name holders”) may be asked to produce a brokerage statement reflecting stock ownership as of the record date and provide photo identification. Cameras, recording devices, or other like forms of electronic devices will not be permitted at the Annual Meeting of Shareholders.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on April 20, 2017.23, 2020.

The proxy statement and annual report to shareholders are available online at www.investorvote.com/RBCAA.  RBCAA.  

Republic Bancorp, Inc.REPUBLIC  BANCORP, INC.

601 West Market Street

Louisville, Kentucky 40202

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Republic Bancorp, Inc. (the “Company” or “Republic”).  The proxies will be voted at the 20172020 Annual Meeting of Shareholders (“Annual Meeting”) of Republic on April 20, 2017,23, 2020, and at any adjournments of the meeting.

This proxy statement, notice of annual meeting, and form of proxy are first being mailed or made available to shareholders on or about March 10, 2017.13, 2020.  As used in this document, the terms “Republic,” the “Company,” “we,” and “our” refer to Republic Bancorp, Inc., a Kentucky corporation.

VOTING

Record date.  You are entitled to notice of and to vote at the Annual Meeting if you held of record shares of our Class A Common Stock or Class B Common Stock at the close of business on February 10, 2017.21, 2020.  On that date, 18,608,91718,742,970 shares of Class A Common Stock and 2,245,0082,205,051 shares of Class B Common Stock were issued and outstanding for purposes of the Annual Meeting. 

Voting rights.  Each share of Class A Common Stock is entitled to one (1) vote and each share of Class B Common Stock is entitled to ten (10) votes.  Based on the number of shares outstanding as of the record date, the shares of Class A Common Stock are entitled to an aggregate of 18,608,91718,742,970 votes, and the shares of Class B Common Stock are entitled to an aggregate of 22,450,08022,050,510 votes at the Annual Meeting.

Voting by proxy.  If you received the Notice of Internet Availability of Proxy Materials, you may follow the instructions on that notice to access the proxy materials and download the proxy and vote online via the Internet.  If you request a paper or electronic copy of the proxy materials, the proxy will be mailed or e-mailed to you along with the other proxy materials.  If you received a paper copy of this proxy statement, the proxy card is enclosed.  If a proxy card is properly executed, returned to Republic and not revoked, the shares represented by the proxy card will be voted in accordance with the instructions set forth on the proxy card.  If no instructions are given, the shares represented will be voted (i) “For” the Board of Director nominees named in this proxy statement, (ii) “For” the approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement, (iii) “For” the option of “Every Two Years” as the frequency with which shareholders are provided an advisory vote on the compensation of its Named Executive Officers included in the Company’s proxy statement, and (iv)(ii) “For” the ratification of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2017.2020.  For participants in the Republic Bancorp, Inc. 401(k) Retirement Plan (the “Plan”), the Plan Trustee shall vote the shares for which it has not received voting direction from the Plan participants utilizing the same voting percentages derived from the Plan participants who did direct how their shares are to be voted.  The Board of Directors at present knows of no other business to be brought before the Annual Meeting. However, persons named in the proxy, or their substitutes, will have discretionary authority to vote on any other business which may properly come before the Annual Meeting and any adjournment thereof and will vote the proxies in accordance with the recommendations of the Board of Directors.

You may attend the Annual Meeting even though you have executed a proxy. You may revoke your proxy at any time before it is voted by delivering written notice of revocation to the Secretary of Republic, by delivering a subsequent dated proxy, by voting by telephone, or online through the Internet on a later date, or by attending the Annual Meeting and voting in person.

The affirmative vote of a plurality of the votes duly cast is required for the election of directors.Directors.  All other matters presented at the meeting will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal. Abstentions and broker non-votes are not counted as votes cast on any matter to which they relate and will have no impact on the outcome of any matter.

SHARE OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of the outstanding shares of Republic as of February 10, 2017,21, 2020, based on information available to the Company. The Class B Common Stock is convertible into Class A Common Stock on a share-for-share basis. In the following table, information in the column headed “Class A Common Stock” does not reflect the shares of Class A Common Stock issuable upon conversion of Class B Common Stock.  Information is included for:

Except as otherwise noted, Republic believes that each person named below has the sole power to vote and dispose of all shares shown as owned by such person.  Please note that the table provides information about the number of shares beneficially owned, as opposed to the voting power of those shares.  The amounts and percentages of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of February 21, 2020. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Included in the amount of common stock beneficially owned are shares of common stock subject to exercisable options or options that will become exercisable within 60 days of February 21, 2020. The calculation of percent owned by each person assumes that all such options held by such person have been exercised. The calculation of percent owned by all Directors and Executive Officers as a group assumes that all such options beneficially held by them have been exercised.  Also included in the amount of common stock beneficially owned are shares of common stock issuable within 60 days of February 21, 2020, for 2019 performance with respect to previously granted performance share units; the calculation of percent owned by each person assumes such issuance, as does the calculation of percent owned by all Directors and Executive Officers as a group.

Executive officers, directorsOfficers and director nomineesDirectors as a group (collectively 14 persons) beneficially own 67% of the combined voting power of the Class A and Class B Common Stock which represents 52% of the total number of shares of Class A and Class B Common Stock outstanding as of February 10, 201721, 2020 as detailed below:

(1)Includes 7,165,051 shares held of record by Teebank Family Limited Partnership (“Teebank”) and 750,067 shares held of record by Jaytee Properties Limited Partnership (“Jaytee”).  With respect to Teebank and Jaytee, Steven E. Trager is (i) trustee of a trust which is co-general partner and (ii) co-trustee of a trust which is the other co-general partner of each of these limited partnerships.  Steven E. Trager shares voting authority over shares held by both Teebank and Jaytee as a member of each partnership’s voting committee.  Trusts for the benefit of, among others, Steven E. Trager’s two children and his mother, are limited partners of both Teebank and Jaytee.  Includes 7,478 shares held by Steven E. Trager’s spouse, Amy Trager.  Includes 551,075 shares held of record by the Trager Family Foundation, a charitable foundation organized under Section 501(c)(3) of the Internal Revenue Code.  Steven E. Trager shares voting and investment power over these shares with Sheldon G. Gilman and the other directors of the Trager Family Foundation.  Also includes 12,085 shares held in Republic’s 401(k) plan and 225 shares held by Trager Marital Trust, for which Steven E. Trager is trustee.

(2)Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee.  With respect to Teebank and Jaytee, Steven E. Trager is (i) trustee of a trust which is co-general partner and (ii) co-trustee of a trust which is the other co-general partner of each of these limited partnerships.  Steven E. Trager shares voting authority over shares held by both Teebank and Jaytee as a member of each partnership’s voting committee.  Trusts for the benefit of, among others, Steven E. Trager’s two children and his mother, are limited partners of both Teebank and Jaytee.  Also includes 1,215 shares held in Republic’s 401(k) plan and 671,583 shares held by Trager Marital Trust, for which Steven E. Trager serves as trustee.

(3)Includes 7,165,051 shares held of record by Teebank and 750,067 shares held of record by Jaytee.  With respect to Teebank and Jaytee, Jean S. Trager is (i) co-trustee of a trust which is a co-general partner of each of those limited partnerships and (ii) a beneficiary of certain trusts which are limited partners of each of those limited partnerships. 

(4)Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee.  With respect to Teebank and Jaytee, Jean S. Trager is (i) co-trustee of a trust which is a co-general partner of each of these limited partnerships and (ii) a beneficiary of certain trusts which are limited partners of each of those limited partnerships.

(5)Includes 7,165,051 shares held of record by Teebank and 750,067 shares held of record by Jaytee.  A. Scott Trager is a limited partner of both Teebank and Jaytee.  A. Scott Trager shares voting authority over shares held by both Teebank and Jaytee as a member of each partnership’s voting committee.  Includes 51,697 shares held of record by a family trust of which A. Scott Trager is a co-trustee and a beneficiary.  Also includes 33,778 shares held in Republic’s 401(k) plan.  Also includes voting rights for 7,500 restricted shares which vest 50% in November 2017 and 50% in November 2018.

(6)Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee.  A. Scott Trager is a limited partner of both Teebank and Jaytee.  A. Scott Trager shares voting authority over shares held by both Teebank and Jaytee as a member of each partnership’s voting committee.  Includes 4,107 shares held of record by a family trust of which A. Scott Trager is a co-trustee and a beneficiary.  Also includes 1,190 shares held in Republic’s 401(k) plan.

(7)Includes 7,165,051 shares held of record by Teebank and 750,067 shares held of record by Jaytee.  Sheldon G. Gilman, as trustee of trusts, is a limited partner of both Teebank and Jaytee.  Sheldon G. Gilman shares voting authority over shares held by both Teebank and Jaytee as a member of each partnership’s voting committee.  Includes 551,075 shares held of record by the Trager Family Foundation, a charitable foundation organized under Section 501(c)(3) of the Internal Revenue Code.  Sheldon G. Gilman shares voting and investment power over these shares with Steven E. Trager and the other directors of the Trager Family Foundation.  Also includes 39,307 shares held by Sheldon G. Gilman’s spouse.

(8)Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee.  Sheldon G. Gilman, as trustee of trusts, is a limited partner of both Teebank and Jaytee.  Sheldon G. Gilman shares voting authority of both Teebank and Jaytee as a member of each partnership’s voting committee.

*     - Represents less than 1% of total

PROPOSAL ONE: ELECTION OF DIRECTORS

Republic’s Board of Directors is comprised of one class of directorsDirectors that are elected annually.  Each directorDirector serves a term of one (1) year until the 20182021 Annual Meeting and until his or her successor is duly elected or qualified. Republic’s Bylaws provide for not less than five (5) nor more than fifteen (15) directors.Directors. In accordance with the Company’s Bylaws, the Board of Directors has fixed the number of directorsDirectors to be elected at the 20172020 Annual Meeting at seven (7)fifteen (15). The Nominating Committee and the Board of Directors have nominated for election as directors: Steven E. Trager, A. Scott Trager, Andrew Trager-Kusman, Ronald F. Barnes, Campbell P. Brown, Laura M. Douglas, David P. Feaster, Craig A. Greenberg, Heather V. Howell, Ernest W. Marshall, Jr., W. Patrick Mulloy, II, W. Kenneth Oyler, III, Michael T. Rust, R. Wayne Stratton, Susan Stout Tamme, and Mark A. Vogt.  Each of the nominees is aSteven E. Trager, A. Scott Trager, Andrew Trager-Kusman, Craig A. Greenberg, Michael T. Rust, Susan Stout Tamme, and Mark A. Vogt are current membermembers of the Board of Directors of the Company.  

Steven E. Trager, A. Scott Trager, Ronald F. Barnes, Campbell P. Brown, Laura M. Douglas, David P. Feaster, Heather V. Howell, Ernest W. Marshall, Jr., W. Patrick Mulloy, II, and W. Kenneth Oyler, III are current members of the Board of Directors of the Bank.  The Director Nominees are proposed to serve on both the Company and the Bank Boards of Directors.   

Non-employee Director nomineesNominees Ronald F. Barnes, Campbell P. Brown, Laura M. Douglas, Craig A. Greenberg, Heather V. Howell, Ernest W. Marshall, Jr., W. Patrick Mulloy, II, W. Kenneth Oyler, III, Michael T. Rust, R. Wayne Stratton, Susan Stout Tamme, and Mark A. Vogt would collectively comprise a majority of the Board of Directors, and the Board has determined that each is an “independent director” as defined in Rule 5605(a)(2) of the NASDAQ listing standards. Director Nominee David P. Feaster, while a non-employee Director Nominee, recently retired from the Bank in 2019 and currently provides consulting services. Accordingly, David P. Feaster is not identified as an “independent director.” While the Company is a “controlled company” as defined under the NASDAQ rules and thus is entitled to an exemption from the majority independence rule, the Company has not elected this exemption for its 20172020 election of directors but reserves the right to claim this exemption in the future.

Neither the Nominating Committee nor the Board of Directors has reason to believe that any nominee for director will not be available for election or to serve following election. However, if any of the nomineesNominees should become unavailable for election, and unless authority is withheld, the holders of the proxies solicited hereby will vote for such other individual(s) as the Nominating Committee or the Board of Directors may recommend.

The Board of Directors and its Committees

The Board

Each directorDirector is expected to devote sufficient time, energy, and attention to ensure diligent performance of his or her duties and to attend all meetings of the shareholders, the Board, and the Board committees to which they are appointed. The Board of Directors held six (6) regularly scheduled board meetings in 2016 and one (1) special meeting.2019. Each of the directorsDirectors attended at least 75% of the total number of meetings of the Board of Directors.  Also, each of the directors attended at least 75% ofDirectors and the meetings held by committees on which such directors served during their respective terms of service in 2016.2019.  Also, some selected Company directorsDirectors were paid a committee fee for attending certain Bank committee meetings. Directors that are also employees of the Company or the Bank are not paid for attending board or committee meetings.

The Company believes it is both prudent and expedient and in the best interest of shareholders that the Chairman and CEO positions are combined and that such combination has no negative effect on the operation and direction of the Company.  The Company will continue to evaluate whether or not splitting the positions between two persons will be a viable preferred alternative in the future. This current structure, combining the positions, allows the independent directorsDirectors to concentrate on the oversight of the Company without the added burden of also addressing what are normally less material day-to-day managerial concerns.  The Company does not have a lead independent director,Director, but the independent directorsDirectors meet privately following each regularly scheduled board meeting and have the authority to request to speak with any officer or other employee of the Company or the Bank.  They also have direct access to and the authority to retain, at the Company’s expense, any outside auditors, accountants or attorneys at their discretion.

While the Company’s Board of Directors is ultimately responsible for risk oversight, selected committees of the Company’s Board and the Bank’s Board play an important role in assisting the Company’s Board of Directors in fulfilling its oversight responsibilities.  The Company’s Board of Directors analyzes enterprise risk at its regularly scheduled board meetings and more specifically as described below through the Company’s Audit Committee, the Company’s Compensation Committee, the Bank’s Compliance and Community Reinvestment Committee, and the Bank’s IT Steering Committee.  The Company’s Board of Directors and the Bank’s Board of Directors receive regular and timely reports from management and the chairpersons of these committees, as appropriate.  More specifically, the Audit Committee is responsible for oversight of the Internal Audit function and regularly reviews risks associated with insurance, credit, debt, financial, accounting, legal, operational, reputational, compliance, third-party, information technology security, and other risk matters involving the Company and the Bank.  The Audit Committee is also responsible for the oversight of the Third PartyThird-Party Risk Management Program of the Company and the Bank.  The ThirdThird- Party Risk Management Steering Committee, chaired by the Bank’s Chief Risk Management Officer, reviews and approves management’s third-party due diligence completed by the Company’s management responsible for third-party relationships with the Company and the Bank.  Reports concerning the Third PartyThird-Party Risk Management Program and any significant third-party arrangements are provided through the Audit Committee on a regular basis to the Company’s and the Bank’s Board of Directors.  The Company’s Audit Committee also reviews Enterprise Risk Management reports and Business Continuity Planning reports.

The Company’s Compensation Committee considers risks related to succession planning and approves the Company’s Succession Plan. The Compensation Committee also considers risks related to the attraction and retention of critical employees and risks relating to the Company’s incentive compensation programs and contractual employee arrangements.  In addition, the Compensation Committee reviews compensation and benefit plans affecting employees generally, in addition to those applicable to NEOs.

The Bank’s Compliance and Community Reinvestment Committee oversees and monitors the Bank’s Compliance Management Program and is responsible for reviewing the Compliance Policy of the Bank.  The Bank’s Compliance and Community Reinvestment Committee also monitors the consumer compliance and community reinvestment activities of the Bank, including compliance with all applicable laws and regulations with respect to compliance and community reinvestment, and compliance with all related orders and agreements entered into between the Bank or the Company and their respective boardBoard of directorsDirectors with any regulatory supervisory agency.  The

Steering Committee assists the Bank’s Board of Directors with monitoring the Bank’s IT plans, policies, and major expenditures, in addition to compliance with information security and technology risk management requirements.  Reports from the Information Security Officer about internal and external threats and cyber risks that could result in unauthorized disclosure, misuse, altercation,alteration, or destruction of data or information systems are reviewed by the Bank’s IT Steering Committee.

Committees of the Company’s Board of Directors

The Company’s Board has three (3) standing committees to facilitate and assist the Board in the execution of its responsibilities. The Board committees consist of the Audit Committee, the Compensation Committee, and the Nominating Committee. In accordance with NASDAQ listing standards, the Board has determineddetermines that each of the Board committee members meets the definition of “independent director” and satisfies the NASDAQ listing standards for service on the Board committees on which each serves.  In making these determinations, the Board consideredconsiders all relevant factors, including that Craig A. Greenberg is associated with the firm of Frost Brown Todd LLC, a law firm that provides general and corporate legal services to both the Company and the Bank.  Mr. Greenberg has an arrangement where he receives a percentage of revenues paid to the firm by certain clients previously referred to the firm by him, but not including the Company or the Bank.    Mr. Greenberg does not maintain an office at the firm, is not an equity holder in the firm, and is not salaried by the firm.  The Company and the Bank paid the law firm a total of $183,000 in 2016. factors.

Charters for each Board committee, as well as the Code of Conduct and Ethics Policy, are available on the Company’s website at www.republicbank.com.  The information contained on Republic’s website is not incorporated by reference in, or considered to be a part of, this proxy statement.

The table below details current membership for each of the standing Board committees:

*Denotes Committee ChairpersonChair

The Audit Committee held nine (9)eight (8) meetings during 2016.2019. The Company’s Board of Directors has evaluated the credentials of and designated and appointed R. Wayne Stratton, CPA, as ChairmanChair of the Audit Committee and as the “audit committee financial expert” as required by Section 407 of the Sarbanes-Oxley Act of 2002.  Following Mr. Stratton’s retirement as a Director at the Annual Meeting, and assuming Mr. Vogt’s election, Mr. Vogt is expected to be appointed to the Audit Committee and serve as its “audit committee financial expert.”

has reviewed the Company’s incentive plans in accordance with the recommendations of the Consumer Financial Protection Bureau’s Guidance issued on November 28, 2016, Bulletin 2016-03.  Neither theThe Compensation Committee, the Board, the Company, nor itsand management utilizeddid not utilize the services of an independent compensation consultant in 2016,2019, nor do any of them have any current arrangements with any compensation advisors or consultants. The CHAIR/CEO makes recommendations to the Compensation Committee with respect to all NEO compensation, including his own compensation.

own.

The Nominating Committee held one (1) meeting in 2016.2019. In 2017,2020, the Nominating Committee and the Company’s Board of Directors approved the director nominees to be considered for election at the Annual Meeting.  All director nomineesAs discussed above, all Director Nominees for 20172020 served as Company directorsand/or Bank Directors during 2016.2019. No candidates for director nomineesDirector Nominees for the 20172020 Annual Meeting election of directorsDirectors were submitted to the Nominating Committee or the Company’s Board of Directors for consideration by any non-management shareholder.

The Nominating Committee will consider candidates for director nominees at the 20182021 Annual Meeting properly put forth by shareholders. Shareholders should submit such nominations, if any, to the Company’s Secretary, Michael A. Ringswald, at 601 West Market Street, Louisville, Kentucky 40202, along with the information required in the Bylaws, no later than November 10, 2017.January 23, 2021.  The Nominating Committee will consider candidates who have a strong record of community leadership in the Company’s and the Bank’s market.markets.  Candidates should possess a strong record of achievement in both business and civic endeavors, possess strong ethics, and display leadership qualities including the ability to analyze and interpret bankingbank financial statements and regulatory requirements, the competence to evaluate endeavors of an entrepreneurial nature and be able to attract new Company banking relationships.  Board diversity as a whole is also considered, although the Company does not have a formal diversity policy.  Recommendations of the “Trager Family Members” (generally defined to include Steven E. Trager and Jean S. Trager and their descendants, and companies, partnerships, or trusts in which they are majority owners or beneficiaries), as well as prior service and performance as a director,Director will also be strongly considered.  The Company does not pay a third-party fee to assist in identifying and evaluating director nominees,Director Nominees, but the Company does not preclude the potential for utilizing such services, if needed, as may be determined at the discretion of the Nominating Committee.  No candidate that was recommended by a beneficial owner of more than five percent (5%) of

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee, which is comprised of three independent Republic Bancorp, Inc. (“Company”)Company directors, is responsible for approving the compensation of the Company’s Named Executive Officers (“NEOs”)NEOs and NEO compensation policies. The Compensation Committee also recommends the appointment of the Company’s and Republic Bank & Trust Company’s (“Bank”)the Bank’s other Executive Officers (“EOs”).EOs.  The Compensation Committee’s determinations are routinely subsequently approved by the Company’s and the Bank’s Board of Directors without change. The Company does not separately compensate its NEOs, all of whom are EOs of the Company’s sole banking subsidiary, the Bank, and are compensated directly by the Bank for their services. Following is a list of the Company’s NEOs along with other pertinent information:

N/A–Not Applicable

In deciding to generally continue with the Company’s existing executive compensation practices, the Compensation Committee has considered that holders of over 92%approximately 99% of the votes cast on an advisory basis at the Company’s 20152019 Annual Meeting of Shareholders approved the compensation of the Company’s NEOs.  Shareholders will have the opportunity to cast their advisory vote on executive compensation at the 20172021 Annual Meeting of Shareholders and alsoShareholders.  The Company’s current policy is to reject or accept the Company’s recommendation to have the “Say on Pay” frequencyhold this advisory vote every two years as proposed.

years.

Objectives of the Company’s Compensation Program.  The purpose of the Company’s Compensation Program is to establish and maintain suitable financial compensation and financial rewards for job performance that principally focus on the degree to which the Company’s profit objectives, as outlined in the Company’s budget, have been met or substantially met.  Other goals are assigned and attributed to certain NEOs in the primary areas of loan and deposit growth, loan loss control, risk management, regulatory control, loan loss control, customer service, product development, and operations.

Gross operating profit (“GOP”) for the Company and the Bank remains the central and most important metric in evaluating and determining most NEO compensation.  GOP is defined as “income before income taxes”tax expense” in accordance with generally accepted accounting principles (“GAAP”) adjusted for any extraordinary income or other non-recurring items as determined by the CHAIR/CEO.  Some NEOs are evaluated based on Total“Total Company GOP, includingGOP” as used herein includes the GOP of the Republic Processing Group (“RPG”) business segment,operations, while other NEOs are evaluated on the Core Bank’s GOP, i.e.,“Core Bank GOP” is the Company’s GOP excluding the RPG business segment (“Core Bank GOP”).operations.  As described below, the PRES/RPG is evaluated based on the GOP of his individual operating unit.  Base salary and incentive compensation awards are discussed in more detail below.  With respect to the NEOs, listed in the Summary Compensation Table included in this proxy statement, the Compensation Committee approves goals other than profit objectives in order to provide incentives for the NEOs to perform in the best interests of the Company and its shareholders and also to provide additional metrics against which the NEOs’ total performance and contributions can be evaluated. These additional goals are approved by the Compensation Committee and reviewed by management with each NEO, except for the Chairman and Chief Executive Officer (“CHAIR/CEO”) whose goals are not subject to management review, but only the review and approval of the Compensation Committee.  Historically, the Compensation Committee has awarded base salary increases and awarded incentive compensation amounts if the applicable GOP goals are met, even if other NEO goals not related to GOP may not have been fully achieved.

The Company’s Bonus Incentive Compensation Program, described below, is flexible in design and takes into accountconsiders factors beyond the control of any NEO in determining the amount of compensation to be paid to a particular NEO in any given year.  If the Company’sapplicable GOP or non-GOP related goals are not fully achieved, then a percentage of a potential incentive payout may be awarded based on intervening factors, such as economic factors, regulatory changes impacting profit objectives, or management decisions that may impact current profitability, normally made in return for the potential for greater long-term profitability.  Management decisions may include such things as technology upgrades, by way of example, or other similar management actions that were not evident whenat the time the Company’s GOP goals were initiallybudget was approved by the Company’sits Board of Directors. 

which, if reasonable in the subjective judgment of the Compensation Committee, is normally and historically accepted and approved by the Compensation Committee and ultimately the Board of Directors without modification.  If the Company’s financial performance is deemed acceptable in the view of the CHAIR/CEO, regardless of whether or not the Company’s GOP goals are met, annual increases to base salaryBase Salary are typically, but not always, granted in response to generally recognized cost of living factors and as a reward for acceptable performance. While the Compensation Committee considers cost of living adjustments when evaluating Base Salary, such adjustments are not automatic, but are also dependent on satisfactory earnings and other performance factors.  The Compensation Committee does not apply any particular formula or measurement in making these determinations.  The Compensation Committee used its collective judgment and considered the recommendations of the CHAIR/CEO in determining base compensationBase Salary levels for 20162019 and 2017.2020.  Going forward, the Compensation Committee will continue to make its determinations by using its collective judgment and by giving strong consideration toconsidering the recommendations of the CHAIR/CEO.  It will continue not to apply any particular formula or measurement regarding Base Salary, but the degree to which the Company’s GOP budget goals wereare attained remains a primary consideration in all compensation decisions.

NEO incentive compensation is tied principally, but not exclusively,objective of $800.0 million or more with a bonus potential of $100,000.  As related to the degree actual Total Company GOP compares to the Entry Level and Maximum Level goals approved by the Board of Directors.  The first level of financial performance,MLO Production, the “Entry Level” goal, typically results inobjective was $275.0 million with a bonus award less than the Maximumpotential of $50,000, a mid-level objective of $375.0 million with a bonus potential award associatedof $75,000, and a “Maximum Level” objective of $475.0 million or more with it, with the Entry Level award equal to 50% of the Maximuma bonus potential for 2016.  of $100,000.

The higher “Maximum Level” budget goal, which ifwas not achieved in 2019, usually results in the full NEO bonus potential being awarded.  Bonus potentials for all NEOs are recommended by the CHAIR/CEO, including himself,his own, and are subsequently routinely approved by the Compensation Committee and the Board of Directors.  No incentive compensation adjustments were made to the Bonus Incentive Compensation Program in 2016 other than for the SVP/CMBO.2019. See “Awards Under the Company’s Bonus Incentive Compensation Program” below.

The amount of incentive compensation or bonus actually awarded to the NEOs during 2016 wasis determined by the Compensation Committee and the Board of Directors.  The “Entry Level” and “Maximum Level” budget goals during 2016 wereare designed to be a challenge to meet, particularly for the “Maximum Level” performance tier, but the budget goals and the tiers associated with those goals wereare not set so as to be impractical or impossible to achieve.  For 2016,2019, the NEO budget goals were designed to provide an incentive for the NEOs to achieve performance which metmeets or exceededexceeds operating budgeted financial expectations.  The Company’s GOPbudgeted goals should not be relied upon by any investor or shareholder as an indication of management’s prediction of its future financial performance.

In its discretion, the Company may modify its budget goals and the Compensation Committee may elect to exclude any extraordinary income or other non-recurring items from its determination as to whether or not the budget goals were, in fact, met or substantially met.  A percentage of the total bonus potential may be awarded to the NEOs even if the “Entry Level” goalbudget goals for incentive compensation purposes isare not fully achieved.

By written agreementPursuant to the Bonus Agreement with each NEO, the incentive compensationBonus Incentive Compensation Program potential is subject to amendment, either upward or downward, at the discretion of the CHAIR/CEO, subject to the approval of the Compensation Committee and ultimately the Board of Directors.  With respect to the incentive compensationamounts paid under the Bonus Incentive Compensation Program for 20162019 performance, the Compensation Committee deferred to the recommendations of the CHAIR/CEO regarding non-recurring items.  There are potentially some occasions when NEOs may be awarded incentive compensation based on factors such as competitive information about the salaries or bonuses paid for similar positions at other local companies or awarded based on achievements other than profit, although no such incentive bonuses above 50% of the stated maximum incentive bonus potential for any NEO were awarded in 2016 other than the PRES/RPG and the SVP/CMBO.  See “Awards Under the Company’s Bonus Incentive Compensation Program” below.

The Compensation Committee, on the recommendation of the CHAIR/CEO, sets individual incentive bonus potentials at the end of each fiscal year to be applied to the next fiscal year, except for the PRES/RPG, whose bonus potential is typically determined in the third quarter of each calendar year. 

Participants in the Company’s Bonus Incentive Compensation Program described above agree that during their employment or service with Republic and for a period of two yearscertain periods following the date of their termination of employment ofor service for whatever reason, they shallwill not (i) solicit or divert or attempt to divert from Republic or its affiliates, any customer’scurrent or targeted customer or business enjoyed by or specifically targeted by Republic or its affiliates at any time during their employment or service with Republic; and (ii) directly or indirectly, solicit to employ or engage, offer employment or engagement to, hire, employ, or engage any employees or independent contractors of Republic or any of its affiliates.

Awards Under the Company’s Base Salary Compensation Program.  Upon the recommendation of the CHAIR/CEO, the Compensation Committee approved the annualized Base Salaries for the NEOs for 2019 along with their respective percentage increases over the prior year as shown in the table below.  These annualized Base Salary increases for 2019 were effective December 22, 2018 for all NEOs except for the PRES/RPG; his increase was effective May 31, 2019. 

Upon the recommendation of the CHAIR/CEO, the Compensation Committee approved the annualized salaries for the NEOs for 2020, based on 2019 performance and other competitive factors, along with their respective percentage increases over the prior year as shown in the table below.  All annualized Base Salary increases, except for the PRES/RPG, were effective January 14, 2020.  The PRES/RPG will be evaluated in mid-year 2020, primarily based on the responsibilityperformance of the managers who ownRPG business operations from July 1, 2019 to June 30, 2020.

Awards Under the policiesCompany’s Bonus Incentive Compensation Program.  The maximum bonus incentive potential of the NEOs for 2019 is listed in the table below under the heading Incentive Payout Potential. Adjusted GOP results for 2019 for the Total Company and Core Bank were $100.4 million and $63.9 million, respectively.  Total Company GOP and Core Bank GOP are for the twelve months ended December 31, 2019.  For RPG, its GOP was $28.8 million for the twelve months ended May 31, 2019.  Awards for the NEOs and related products.  factors are outlined in the table below:

The Bank’s Legal DepartmentCompany’s Stock Incentive Plan and Non-Employee Director and Key Employee Deferred Compensation Plan.  The Company’s primary form of equity-based incentive compensation has historically been stock options and stock grant awards.  This form of compensation was historically used by the Company due to previously favorable accounting and tax treatment.  Stock option and grant awards are also granted by the Company’s competitors and the Compensation Committee believes stock option and grant awards have been an expectation of business executives in Republic’s marketplace.  Despite the ramifications from the adoption of the Financial Accounting Standards Board (“FASB”) ASC Topic 718, the Compensation Committee believes that stock option awards, as well as stock grants, and Performance Stock Units (“PSUs”) constitute a favorable retention factor and enhance the Company’s ability to maintain the employment of its high performing executives.  Additionally, Republic’s equity-based incentive agreements provide that for certain periods following the date of termination of employment or service for whatever reason, participants in the Stock Incentive Plan will reviewnot (i) solicit or divert or attempt to divert from Republic or its affiliates, any current or targeted customer or business and (ii) directly or indirectly, solicit to employ or engage, offer employment or engagement to, hire, employ, or engage any employees or independent contractors of Republic or any of its affiliates.  The Company’s equity-based incentive agreements also have confidentiality requirements which act to protect the Bank’s Mission StatementCompany’s proprietary information.  A violation of those provisions allows the Company to ensurerequire a forfeiture of equity-based incentives or the profits derived from the sale of that stock if sold.  All equity-based incentive agreements have a change in control provision providing for immediate vesting of any unexercised equity-based incentives.

Company stock performance is not a component of evaluation for the bonus agreementspurpose of NEO incentive compensation.  Republic’s stock is not actively traded and thus may be subject to market fluctuations beyond the reasonable control of management.  Also, in the view of the CHAIR/CEO and the Compensation Committee, the significant stock holdings of the CHAIR/CEO and his related interests provide material executive motivation to not only preserve but to grow shareholder value, particularly long-term shareholder value.  Therefore, stock awards have not been traditionally awarded to the CHAIR/CEO.

Ultimately, the Compensation Committee believes that reasonable and consistent earnings over time will translate into appropriate and favorable stock performance.  The Compensation Committee’s policies are not designed to encourage Republic’s NEOs to manage the Company on a quarter-to-quarter time horizon or even over a one-year time period.  Investment in conflict withcapital improvements, product development, and new market expansion can act to reduce short-term profits while providing for a larger future, longer-term profit potential and/or provide for the Mission Statementlong-term soundness and sustainability of the Company’s operations and, thus, its long-term profit potential.  All of these factors are congruent withconsidered by the Bank’s Strategic Plan. This will be includedCompensation Committee in the reportits subjective annual evaluation process and deliberations.

Any equity stock incentives for NEOs are typically recommended to the Compensation Committee along with reports reviewed and received by the AuditCHAIR/CEO.  In choosing the date for the grant of equity stock incentives, the Compensation Committee relativegives no consideration to market events, as any relationship between the equity stock incentive date and the price of the Company’s stock on that date is strictly coincidental.

The Company’s 2015 Stock Incentive Plan provides for both stock option grants and stock awards.  There were no awards to NEOs under the Stock Incentive Plan during 2019. 

In January 2016 the Compensation Committee approved the grant of PSUs to a group of employees, including the NEOs and EOs.  On January 26, 2016, 5,000 PSUs were awarded to each of the PRES and CFO and 4,000 PSUs were awarded to each of the PRES/RPG and EVP/CMBO.  The awards provide that to the extent that the performance criteria, defined as the Company’s achievement of a Return on Average Assets (ROAA) of 1.25% for any calendar year beginning with the one ending on December 31, 2017 and for any subsequent calendar years through December 31, 2020, is met and as approved by the Compensation Committee, the NEO participant would be issued stock between March 1 and March 15 in an amount equal to 50% of the PSUs in each of the first and second years the performance criteria is met.  Once shares of stock equal to 100% of the PSUs are issued the award shall be complete.  The Compensation Committee approved the issuance of 50% of the stock underlying the PSUs on February 27, 2019. 

The Compensation Committee determined that the Company’s adjusted ROAA for 2019 was 1.52% and on January 13, 2020 approved the issuance of the remaining stock underlying the PSUs.  With respect to the previously issued PSUs, the Compensation Committee approved the issuance of 2,500 shares of Class A Common Stock to each of the PRES and CFO and 2,000 shares of Class A Common Stock to each of the PRES/RPG and EVP/CMBO.  

To further tie executives’ interests with those of the Company’s shareholders, stock reserved for issuance under the Stock Incentive Plan will also be used to cover payment in stock under the Company’s Non-Employee Director and Key Employee Deferred Compensation plans. 

Plan, for which many executives were first made eligible in 2018 and which was amended in 2018 to provide for matching of executives’ deferrals.  Both voluntary deferrals and such matching are deemed to be invested in Class A Common Stock.  Cash dividend equivalents with respect to deferred amounts are accumulated and converted into stock equivalents on a quarterly basis.

The Company’s Acquisition Bonus Plan.  In addition to the incentive potential described above, certain NEOs may qualify under the Company’s Acquisition Bonus Plan for an additional incentive bonus to be determined by the CHAIR/CEO and approved by the Company’s Compensation Committee relating to Company or Bank acquisitions.

The purpose of the Acquisition Bonus Plan is to set forth the terms and conditions of financial rewards forreward the job performance of associates of the Company, including certain NEOs, who materially participate in the negotiation, consummation, and transition of an acquisition or merger and contribute to the long-term profitability of the acquisitions, whether through an asset purchase, stock purchase, merger, or other corporate transaction.  The Company may engage in a number of acquisitions from time to time, and each acquisition may have a specific bonus incentive program subject to the provisions of the Acquisition Bonus Plan.

The bonus incentive pool, with respect to each acquisition, will be in an amount not to exceed $2,000,000, the amount determined by the Company’s CHAIR/CEO within sixty (60) days of the closing of each acquisition and subject to the approval of the Compensation Committee. 

The determination of the amount of Acquisition Bonus Plan awards that may be paid to any individual will be based on performance criteria as determined by the Compensation Committee and may include one or more of the following criteria:  (a) successful branch consolidations and core system conversions; (b) a limitation of any losses resulting from operational errors to less than a discretionary dollar amount as determined by the CHAIR/CEO; (c) operating profit (gross or net); (d) earnings including operating income, net operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items, or book value per share (which may exclude non-recurring items) or net earnings; (e) pre-tax income, after-tax income, pre-tax profits or after-tax profits; (f) revenue, revenue growth or rate of revenue growth; (g) return on assets (gross or net), return on investment (including cash flow return on investment), return on capital (including return on total capital or return on invested capital), or return on equity; (h) return on sales or revenues; (i) operating expenses; (j) cash flow (before or after dividends), free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital or cash flow per share (before or after dividends); (k) implementation or completion of critical projects or processes; (l) operating margin or profit margin; (m) cost targets, reductions and savings, productivity and efficiencies; (n) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation and other legal matters, information technology, and goals relating to budget comparisons; (o) personal professional objectives, including any of the foregoing performance targets, the implementation of policies and plans, the negotiation of transactions, and the development of long-term business goals; (p) improvement in or attainment of expense levels or working capital levels; (q) operating portfolio metrics, or (r) any

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee:

Craig A. Greenberg, ChairmanChair

Susan Stout Tamme

Mark A. Vogt

Susan Stout Tamme