Your vote is important. ~~Whether~~ For holders of Class A common stock or Class B common stock, whether or not you plan to attend the Annual Meeting, ~~of Shareholders,~~ we ~~hope~~urge you ~~will~~to vote as soon as possible. Promptly voting will help ensure that the greatest number of common shareholders are present whether in person or by proxy. You may vote in person at the Annual Meeting, over the Internet, by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. 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.~~Notice.

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.

Internet

Go to www.investorvote.com/RBCAA

Mail

Proxy Services

c/o Computershare Investor Services

PO Box 43101
Providence, RI 02040-5067

9600 Brownsboro Road
Louisville, Kentucky 40241

In Person

Attend the Annual Meeting and cast your vote in person

Phone

Call toll free
1-800-652-VOTE (8683)

Chairman of the Board of Directors

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

Very truly yours,

Christy A. Ames
Secretary, Republic Bancorp, Inc.

March 15, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 25, 2024.

Beginning on or about March 15, 2024, the Company mailed the Notice to its shareholders. Instructions for requesting a paper copy of the proxy materials are contained in the Notice.

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

Table of Contents

TABLE OF CONTENTS


Proxy Statement Summary		1
Annual Meeting	~~Steven E. Trager~~	5
Voting Guide		~~Chairman and Chief Executive Officer~~5
~~Louisville, Kentucky~~Snapshot of the Board Nominees		6

Voting		8

Share Ownership		10

Proposal One: Election of Directors		15
~~March 9, 2018~~Number of Directors		15
Mandatory Retirement Age		15
2024 Director Nominees		16
2024 Independent Director Nominees		16
Director Nominee Availability		17
Director Nominees’ Names and Principal Occupations for the Past Five Years		19
The Board of Directors and its Committees		27

Director Compensation		33

Executive Officers		35

Compensation Discussion and Analysis		37
Purpose of the Company’s Compensation Elements		40
Establishment of Compensation Levels		41
The Company’s Base Salary Compensation Program		42
The Company’s Bonus Incentive Compensation Program		43
The Company’s Stock Incentive Plan and Non-Employee Director and Key Employee Deferred Compensation Plan		46
The Company's Post-Employment Benefits		49

Compensation Committee Report		50


2023 Summary Compensation Table		51

Grants of Plan Based Awards During 2023		53

Outstanding Equity Awards as of December 31, 2023		54

Option Exercises and Stock Vested During 2023		55

Nonqualified Deferred Compensation		56

Post-Employment Compensation		57

Pay Versus Performance		59

2023 Pay Ratio Disclosure		66

Audit Committee Report		67

Certain Relationships and Related Transactions		68

Solicitation of Proxies		70

Proposal Two: Ratification of Independent Registered Public Accounting Firm		71

Shareholders’ Communications with the Board of Directors		75

Other Matters		76

Shareholder Proposals		77

Annual Report		78

~~Important Notice Regarding the Availability of Proxy Materials~~

~~for the Shareholder Meeting to be Held on April 19, 2018.~~

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

~~Republic Bancorp, Inc.~~

~~601 West Market Street~~

~~Louisville, Kentucky 40202~~

~~PROXY STATEMENT~~

This proxy statement, notice of annual meeting, and form of proxy are first being mailed or made available to shareholders on or about March 11, 2022. As used in this document, the terms “Republic,” the “Company,” “we,” and “our” refer to Republic Bancorp, Inc., a Kentucky corporation.

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 2024 Annual Meeting of Shareholders of Republic on April 25, 2024 and at any adjournments or postponements thereof (the “Annual Meeting”).
The close of business on February 16, 2024 is the record date (the “Record Date”) for the determination of common shareholders entitled to notice of, and to vote at, the Annual Meeting. We first mailed the Notice of Internet Availability of Proxy Materials to our common shareholders on or about March 15, 2024. As used in this document, the terms “Republic,” the “Company,” “we,” and “our” refer to Republic Bancorp, Inc., a Kentucky corporation.

Table of Contents

PROXY STATEMENT SUMMARY

The following is only a summary of highlights information about Republic Bancorp, Inc. and certain information contained elsewhere in this proxy statement, which has been prepared in connection with the ~~solicitation~~Annual Meeting. This summary does not contain all the information that you should consider in voting your shares. You should read the entire proxy statement carefully before voting.

About Republic

Republic is a financial holding company headquartered in Louisville, Kentucky. Republic Bank & Trust Company (“Republic Bank” or the “Bank”) is a Kentucky-based, state-chartered nonmember financial institution that provides both traditional and non-traditional banking products. The Bank is a wholly-owned subsidiary of ~~proxies by~~ the ~~Board~~Company.

Republic Bank offers its clients deposit products, including savings, checking, and money market accounts; individual retirement accounts (IRAs); and certificates of ~~Directors of Republic Bancorp, Inc. (the “Company” or “Republic”)~~deposit (CDs). The ~~proxies will be voted~~Bank originates residential mortgage loans, home equity loans and lines, and consumer loans, as well as commercial real estate loans, commercial and industrial (C&I) loans, business loans and lines of credit, equipment leasing through its new Republic Bank Finance division, and warehouse lines of credit. The Bank also offers personal and business online banking at www.republicbank.com and mobile banking on its mobile apps for both iOS and Android devices.

Republic Bank Banking Center Locations

In 2023, Republic Bank expanded access for its clients with a net expansion of five new locations through the ~~2018 Annual Meeting~~acquisition of ~~Shareholders~~CBank in Cincinnati, Ohio, and new banking center openings in Northern Kentucky and Tennessee. As of December 31, 2023, the Bank had 47 banking centers in communities within five metropolitan statistical areas (“~~Annual Meeting”~~MSAs”) across five states: 22 banking centers located within the Louisville/Jefferson County, Kentucky-Indiana MSA (the “Louisville MSA”) in Louisville, Prospect, Shelbyville, and Shepherdsville in Kentucky, and Floyds Knobs,


2024 PROXY STATEMENT	1

Table of Contents

Jeffersonville, and New Albany in Indiana; six banking centers within the Lexington-Fayette, Kentucky MSA in Georgetown and Lexington in Kentucky; eight banking centers within the Cincinnati, Ohio-Kentucky-Indiana MSA in Cincinnati and West Chester in Ohio, and Bellevue, Covington, Crestview Hills, and Florence in Kentucky; seven banking centers within the Tampa-St. Petersburg-Clearwater, Florida MSA in Largo, New Port Richey, St. Petersburg, Seminole, and Tampa in Florida; and four banking centers within the Nashville-Davidson-Murfreesboro-Franklin, Tennessee MSA in Franklin, Murfreesboro, Nashville, and Spring Hill, Tennessee. In addition, Republic ~~on April 19, 2018,~~Bank Finance has one loan production office in St. Louis, Missouri.

In addition to full-service banking services offered in the Bank’s retail footprint, Republic also provides mortgage banking services and ~~at any adjournments~~financial products to customers in select states across the U.S. Some financial products are offered also through the Company’s Republic Processing Group (“RPG”). Sponsorship of prepaid card products, small dollar credit programs, and payment processing are areas of the ~~meeting.~~fintech ecosystem where RPG is active.

~~This proxy statement, notice~~As of ~~annual meeting~~December 31, 2023, Republic had total assets of $6.6 billion, total deposits of $5.1 billion, and ~~form~~total shareholders’ equity of ~~proxy~~$913 million. Republic’s executive offices are ~~first being mailed~~located at 601 West Market Street, Louisville, Kentucky 40202.

Our Values

Republic’s values are built upon making an IMPACT for our clients, our associates, and the communities we serve. IMPACT is an acronym for the actions we do to fulfill our purpose.

Innovate for the Future

Make it Easy

Provide Exceptional Service

Acknowledge & Celebrate Success

Commit to Caring

Thrive Together

Our Beliefs

Our beliefs guide our actions to deliver on our purpose.



	We believe everyone needs to be able to easily access the financial services they need to achieve their goals.		We believe in taking care of our associates and making it easier for them to take care of our clients.

	We believe in helping our communities more easily create equitable, inclusive, diverse, and sustainable environments.		We believe the Company must be successful to more easily allow us to act on these other beliefs.


2	Republic Bancorp, Inc.

Table of Contents

Our Purpose: Republic exists to enable our clients, Company, associates, and the communities we serve to thrive.

Our Clients

Since its founding over 40 years ago, Republic has had an unwavering focus on customer service and satisfaction.

The Net Promoter Score^® (“NPS^®”) is one of the most widely used measures of customer satisfaction, utilized by hundreds of leading U.S. companies. Republic’s most recent NPS score, measured in Q3 2023, was 57.9, over two times the average NPS score for all banks measured in 2023¹. As important, this was a 31% increase from our score the previous year, showing the results of our constant efforts to provide industry-leading customer service.

Expanding Republic’s client base to communities that have been historically marginalized continues to be a priority for Republic. The Bank’s Community Loan Fund in Louisville, Kentucky and beyond, has provided small business clients nearly $4 million in funding and has promoted business development, expanded services, and job creation in low-to-moderate income communities. In 2023, the Bank also introduced its new Community and Multi-Cultural Banking Group that focuses on non-profits, minority-owned businesses, and developers who support underserved communities.

¹Qualtrics XM Institute Q3 2023 Consumer Benchmark Study. The score is not a percentage, but a figure resulting from a formula that weighs satisfied, neutral, and dissatisfied customers.

Our Company

Governance is an essential element of ensuring the Company, and our clients, associates and communities thrive.

●

Board Diversity – Each of the Republic Board of Directors (the “Board” or the “Board of Directors”) and the Republic Bank Board of Directors (the “Bank Board” or “Bank Board of Directors”) is a diverse group of esteemed professionals across a variety of industries. Their direction, advice, and voices represent broad viewpoints.

●

Fraud & Cybersecurity – The Company invests significant resources to prevent and combat fraud and cybersecurity issues, including robust processes and tools, annual associate and Board training and awareness, and regular assessments of our practices reported to the Risk Committee of the Board (the “Risk Committee”), which is tasked, in part, with overseeing operational risks, including cybersecurity, as well as the full Board.

●

Ethics and Compliance Hotline – Republic has established an independent hotline available 24 hours/day and 365 days/year for the anonymous reporting of ethics and compliance issues in such areas as discrimination, criminal misconduct, accounting or auditing matters, and security. Findings are investigated and reported to the Audit Committee of the Board (the “Audit Committee”).

●	Training – All associates are required to take specific functional, regulatory, and governance-related training. Talent Development assigns and monitors completion of these trainings.

●

Vendor Management – Republic Bank’s processes provide end-to-end oversight of vendor partnerships, from the evaluation of potential vendors, including intentional practices to expand the diversity of the Bank’s vendors, to the regular review of contracted vendors, and through to a vendor contract’s termination.


2024 PROXY STATEMENT	3

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Our Associates

We are taking significant actions to grow a more inclusive and diverse workplace through education, mentorship, and recruiting.

Republic Bank facilitates Business Resource Groups (“BRGs”) for its associates to foster inclusive and diverse education and learning opportunities, recruitment, and advice for Bank leadership on how the Bank conducts day-to-day and long-term business. Currently, there are six BRGs, with active participation and self-leadership by associates who identify, or ~~made available~~ally, with the group. The BRGs include Conexion (Hispanic), Nia (Black), Pride (LGBTQ+), Women, Veterans, and Caregivers.

Republic Bank’s “Building Bridges” program provides associates the opportunity to ~~shareholders on~~pair with mentors or ~~about March 9, 2018.~~mentees to exchange valuable Bank and business leadership skills, and to make lasting connections in the company and beyond. Formal programming and training ensure participants get the most from their mentoring experiences and continue to grow both professionally and personally. Over 200 associates have benefited from the program as mentors or mentees.

In addition to health benefits, including medical, dental, vision, and Teladoc services, the Bank helps its associates thrive with programs, including hybrid and work-from-home opportunities; a 401(k) plan; an Employee Stock Purchase Plan providing discounted opportunities to share in Company ownership; college tuition reimbursement; and an Employee Assistance Program for individual and family mental health, wellness, and limited legal support.

Key to the Bank’s continued improvement and success are formal and informal listening programs such as the below that allow leadership to learn from associates at all levels – those who are closest to our clients, to their fellow associates, and to our communities.

●

An annual anonymous associate engagement survey has 90% associate participation and guides leadership on key planning and decision making.

●

A CEO Council consisting of associates from throughout the organization meets regularly with our top executives and provides insight and ideas.

●

A “Suggestions to the CEO” e-mail mailbox provides daily opportunities for associates at all levels to share their ideas.

Our Communities

Republic recognizes the importance of making a lasting IMPACT, and that starts by strengthening the communities in which we live and work. As ~~used~~an organization, we devote time and funding to help support and build a foundation for the future.

●	In the last three years, over $7.7 million has been donated to more than 700 service organizations, and associates have performed nearly 21,000 hours of volunteer service in our communities.

●	During the same period, the Bank has made more than $320 million in community development loans for affordable housing, community services, and economic development and the revitalization and stabilization of underserved communities.

●	Over $212 million in non-conventional mortgage loans were made to nearly 1,800 low- to moderate-income families and individuals helping them achieve the American dream of homeownership in the last three years.

In 2023, Republic Bank began a multi-year relocation plan, bringing nearly 100 associates back to downtown Louisville from locations in ~~this document,~~Louisville’s East End. The move reflects the ~~terms~~Bank’s commitment to creating a more vibrant downtown community in Louisville. “Republic Bank’s commitment to our downtown community is a prime example of the positive engagement we need with our businesses to become a more vibrant city,” ~~the “Company,~~said Louisville Mayor, Craig Greenberg. “We hope other businesses will follow suit and view downtown as a smart option for their long-term growth plans.” ~~“we,” and “our” refer to Republic Bancorp, Inc., a Kentucky corporation.~~


4	Republic Bancorp, Inc.

Table of Contents

Annual Meeting

5BWHEN

Thursday, April 25, 2024
10:00 a.m. EDT

Where

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

7RECORD DATE

February 16, 2024

Voting Guide

Proposal 1: Election of 15 Directors (see page 15)


The Board of Directors believes that each of these nominees brings a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our Company.	OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE

Proposal 2: Ratification of Independent Registered Public Accounting Firm (see page 71)


The Audit Committee has selected FORVIS, LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and is asking shareholders to ratify this selection.	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL


2024 PROXY STATEMENT	5

Table of Contents

Snapshot of Board Nominees


			Company Committee Membership March 15, 2024					Other Public

Name Age, Director Since	Primary Occupation	Independent	Audit	Compensation	Nominating	Risk	Company Boards
Yoania Cannon 43, N/A (new 2024 nominee to both the Board and the Bank Board)	VP Director, Global Brand Strategy/Analytics & Finance Capabilities at Brown-Forman Corporation
David P. Feaster 70, 2020 (Company); 2019 (Bank)	Retired, Consultant to Republic Bank & Trust Company
Jennifer N. Green 39, 2022 (Company and Bank)	Chief Legal Officer, Yum! Digital & Technology at Yum! Brands
Heather V. Howell 50, 2020 (Company); 2015 (Bank)	Previously Director of Global Innovation and Trademark Development for the Jack Daniel Brands, Brown-Forman Corporation
Timothy S. Huval 57, 2022 (Company and Bank)	Chief Administrative Officer of Humana, Inc.
Ernest W. Marshall, Jr. 55, 2020 (Company); 2017 (Bank)	Executive Vice President and Chief Human Resources Officer of Eaton Corporation
W. Patrick Mulloy, II 70, 2020 (Company); 2012 (Bank)	Deputy Mayor, Louisville-Jefferson County Metro Government
W. Kennett Oyler, III 65, 2020 (Company); 2008 (Bank)	CEO of OPM Services, Inc. a Financial Services and Investment Firm
Logan M. Pichel 59, 2021 (Company and Bank)	President and CEO of Republic Bank & Trust Company
Vidya Ravichandran 51, 2023 (Company and Bank)	CEO of GlowTouch, LLC, a Business Process Outsourcing Provider for Customer Care and Technology Services
Alejandro M. Sanchez 65, N/A (new 2024 nominee to both the Board and the Bank Board)	President and CEO, Salva Financial Group of Florida
A. Scott Trager 71, 1990 (Company and Bank)	President of Republic Bancorp, Inc. and Vice Chair of Republic Bank & Trust Company
Steven E. Trager 63, 1988 (Company and Bank)	Executive Chair & CEO of Republic Bancorp, Inc. and Executive Chair of Republic Bank & Trust Company


6	Republic Bancorp, Inc.

Table of Contents


			Company Committee Membership March 15, 2024					Other Public
Name Age, Director Since	Primary Occupation	Independent	Audit	Compensation	Nominating	Risk	Company Boards
Andrew Trager-Kusman 37, 2019 (Company); 2020 (Bank)	Senior Vice President, Chief Strategy Officer of Republic Bank & Trust Company
Andrew Trager-Kusman 37, 2019 (Company); 2020 (Bank)
Mark A. Vogt 55, 2016 (Company); 2012-2016 and 2020 (Bank)	CEO of Galen College of Nursing


Independent	Committee Chairs	Committee Member


2024 PROXY STATEMENT	7

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VOTING

Record ~~date~~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 ~~9, 2018.~~16, 2024. On that date, ~~18,609,173~~17,252,179 shares of Class A Common Stock and ~~2,242,624~~2,150,669 shares of Class B Common Stock were issued and outstanding for purposes of the Annual Meeting.

Voting ~~rights.~~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 ~~18,609,173~~17,252,179 votes, and the shares of Class B Common Stock are entitled to an aggregate of ~~22,426,240~~21,506,690 votes at the Annual Meeting.

Voting by ~~proxy.~~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~~you are ~~given,~~a shareholder of record and you return a signed and dated proxy card without marking any voting selections, the shares represented will be voted (i) “For” each of the Board ~~of Director~~ nominees named in this proxy statement ~~(ii) “For” the approval of the Amended~~(“Director Nominees”) and ~~Restated Non-Employee Director and Key Employee Deferred Compensation Plan, (iii) “For” the approval of the Employee Stock Purchase Plan, and (iv)~~(ii) “For” the ratification of ~~Crowe Horwath~~FORVIS, LLP as the Company’s independent registered public accounting firm for ~~2018.~~the fiscal year ending December 31, 2024. 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.

If your shares are held by your broker, bank, or other agent as your nominee, you will need to obtain a proxy card from the organization that holds your shares and follow the instructions on that form regarding how to instruct your broker, bank, or other agent to vote your shares. Brokers, banks, or other agents that have not received voting instructions from their clients cannot vote on their clients’ behalf with respect to proposals that are not “routine” but may vote their clients’ shares on “routine” proposals. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner (“broker non-vote”). Proposal 1 is considered a non-routine matter, and Proposal 2 is considered a routine matter. Therefore, your broker only has discretionary authority to vote your shares with respect to Proposal 2. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1. Although broker non-votes are counted as shares that are present at the Annual Meeting and entitled to vote for purposes of determining the presence of a quorum, they will not be counted as votes cast and will not have any effect on voting for a non-routine proposal presented at the Annual Meeting.

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 at the Annual Meeting 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.

Quorum and Voting Requirements and Counting Votes. A majority of the votes entitled to be cast on the matter by the voting ~~requirements and counting votes.~~ ~~The presence~~group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at the ~~holders~~Annual Meeting.


8	Republic Bancorp, Inc.

Table of ~~a majority in voting power~~Contents

There were 17,252,179 shares of ~~the combined voting power of the~~our Class A Common Stock and ~~the~~2,150,669 (each share of Class B Common Stock is entitled to ten (10) votes, or 21,506,690 votes) shares of our Class B Common Stock ~~will constitute~~outstanding and entitled to vote at the Annual Meeting on the record date. Therefore, a quorum ~~for the transaction of business~~will be present if 19,379,435 votes are present in person or represented by executed proxies timely and properly received by us at the Annual Meeting. ~~Abstentions~~Withheld, abstentions, and broker non-votes will be counted as being present or represented at the Annual Meeting for the purpose of establishing a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner is otherwise present by proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

The affirmative vote of a plurality of the votes duly cast is required for the election of ~~directors. All other matters presented at the meeting~~each director in Proposal 1. Proposal 2 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.~~matter except for quorum purposes.

The following table sets forth, among other things, the vote required for approval of each of the proposals to be presented at the Annual Meeting:

Proposal
Proposal		Voting Options		Vote Required for Approval		Impact of Withhold or Abstentions (as applicable)		Broker Discretionary Voting Allowed?		Effect of Broker Non-Votes
Election of Director Nominees	FOR WITHHOLD		At least one FOR vote. Director Nominees receiving the highest number of FOR votes are elected. If Director Nominees are unopposed, election requires only a single vote or more.		Withheld votes have no effect; not treated as a vote cast, except for quorum purposes		No		No effect
Ratification of Independent Registered Public Accounting Firm	FOR AGAINST ABSTAIN		More FOR votes than AGAINST votes		Abstention votes have no effect; not treated as a vote cast, except for quorum purposes		Yes		Not applicable


2024 PROXY STATEMENT	9

Table of Contents

SHARE OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of the outstanding shares of Republic common stock as of February ~~9, 2018,~~16, 2024, based on information available to the Company. On that date, 17,252,179 shares of Class A Common Stock and 2,150,669 shares of Class B Common Stock were issued and outstanding. 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:

(1)

~~(1)~~

persons or entities who own more than 5% of the Class A Common Stock or Class B Common Stock outstanding;

(2)

~~(2)~~

~~directors placed in nomination;~~

all Directors (“Director(s)”) and Director nominees;

(3)

~~(3)~~

the ~~Chairman~~Executive Chair and Chief Executive Officer (“~~CHAIR/~~Chair/CEO”), the Chief Financial Officer (“CFO”), and three other ~~Executive Officers~~executive officers of Republic, including its subsidiary Republic Bank, who earned the highest total compensation payout during ~~2017~~2023 (collectively, with the ~~CHAIR/~~Chair/CEO and CFO, the “Named Executive Officers” or the “NEOs”); and

(4)

~~(4)~~

all executive officers ~~directors~~(“Executive Officers”), Directors, and ~~director nominees~~Director Nominees of Republic and Republic Bank as a group.

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~~The amounts and percentages of ~~shares~~common stock beneficially owned are reported on the basis of the regulations of the U.S. Securities and Exchange Commission (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 16, 2024. 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 underlying options and other derivative securities that are currently exercisable or will become exercisable within 60 days of February 16, 2024. Ownership percentages reflect the ownership percentage assuming that such person, but no other person, exercises all options and other derivative securities to acquire shares of our common stock held by such person that are currently exercisable or exercisable within 60 days of February 16, 2024. The ownership percentage of all Executive Officers and Directors, as ~~opposed~~a group, assumes that all 23 persons, but no other persons, exercise all options and other derivative securities to acquire shares of our common stock held by such persons that are currently exercisable or exercisable within 60 days of February 16, 2024. Unless otherwise indicated, the mailing address for each beneficial owner is c/o Republic Bancorp, Inc., 601 West Market Street, Louisville, Kentucky, 40202. If applicable, fractional shares are rounded to the ~~voting power~~closest whole number.


10	Republic Bancorp, Inc.

Table of ~~those shares.~~Contents

Executive ~~officers, directors~~Officers and ~~director nominees~~Directors as a group (collectively 1423 persons) beneficially own ~~67%~~approximately 73% of the combined voting power of the Class A Common Stock and Class B Common Stock, which represents ~~52%~~approximately 57% of the total number of shares of Class A Common Stock and Class B Common Stock outstanding as of February ~~9, 2018~~16, 2024 as detailed below:

Class A and Class B Common

Class A Common Stock

Class B Common Stock

Stock Combined

Name

Shares

Percent

Shares

Percent

Shares

Percent

Five Percent Shareholders:





Steven E. Trager

8,561,857
(1)
46.0
%
1,797,327
(2)
80.1
%
10,359,184
(1)(2)
49.7
%
601 West Market Street


Louisville, Kentucky 40202





Jean S. Trager

8,460,793
(3)
45.5

1,250,279
(4)
55.8

9,711,072
(3)(4)
46.6

601 West Market Street


Louisville, Kentucky 40202





A. Scott Trager

8,170,787
(5)
43.9

1,142,300
(6)
50.9

9,313,087
(5)(6)
44.7

601 West Market Street


Louisville, Kentucky 40202





Sheldon G. Gilman

7,967,392
(7)
42.8

1,107,515
(8)
49.4

9,074,907
(7)(8)
43.5

500 West Jefferson Street


Suite 2100


Louisville, Kentucky 40202





Teebank Family

7,165,051

38.5

939,449

41.9

8,104,500

38.9

Limited Partnership (9)


601 West Market Street


Louisville, Kentucky 40202





Jaytee Properties

750,067

4.0

168,066

7.5

918,133

4.4

Limited Partnership (9)


601 West Market Street


Louisville, Kentucky 40202





Directors, Nominees and


Named Executive Officers:





Craig A. Greenberg

10,443
(10)
*

—

*

10,443
(10)
*

Michael T. Rust

13,457
(11)
*

—

*

13,457
(11)
*

R. Wayne Stratton

23,698
(12)
*

2,063
(13)
*

25,761
(12)(13)
*

Susan Stout Tamme

15,561
(14)
*

—

*

15,561
(14)
*

Mark A. Vogt

5,778
(15)
*

—

*

5,778
(15)
*

Juan M. Montano

11,350
(16)
*

—

*

11,350
(16)
*

William R. Nelson

8,440
(17)
*

—

*

8,440
(17)
*

Kevin D. Sipes

67,094
(18)
*

—

*

67,094
(18)
*

A. Scott Trager

8,170,787
(5)
43.9

1,142,300
(6)
50.9

9,313,087
(5)(6)
44.7

Steven E. Trager

8,561,857
(1)
46.0

1,797,327
(2)
80.1

10,359,184
(1)(2)
49.7




Directors, Nominees and All


Executive Officers (14 persons):

9,065,716
(19)
48.7
%
1,834,175
(19)
81.8
%
10,899,891
(19)
52.3
%



									Class A and Class B Common
	Class A Common Stock				Class B Common Stock				Stock Combined
Name	Shares		Percent		Shares		Percent		Shares		Percent
Five Percent Shareholders:

Steven E. Trager	8,399,127	⁽¹⁾	48.6	%	1,940,091	⁽²⁾	90.2	%	10,339,218	⁽¹⁾⁽²⁾	53.3	%
601 West Market Street
Louisville, Kentucky 40202

Trager Trust of 2012	7,915,343	⁽³⁾	45.8		1,921,862	⁽⁴⁾	89.4		9,837,205	⁽³⁾⁽⁴⁾	50.7
601 West Market Street
Louisville, Kentucky 40202

A. Scott Trager	8,231,629	⁽⁵⁾	47.7		1,923,916	⁽⁶⁾	89.5		10,155,545	⁽⁵⁾⁽⁶⁾	52.3
601 West Market Street
Louisville, Kentucky 40202

Sheldon G. Gilman	7,967,617	⁽⁷⁾	46.1		1,921,862	⁽⁸⁾	89.4		9,889,479	⁽⁷⁾⁽⁸⁾	50.9
3513 Winterberry Cir
Louisville, Kentucky 40207

Teebank Family	7,165,276		41.5		1,753,796		81.5		8,919,072		45.9
Limited Partnership⁽⁹⁾
601 West Market Street
Louisville, Kentucky 40202

Jaytee Properties	750,067		4.3		168,066		7.8		918,133		4.7
Limited Partnership⁽⁹⁾
601 West Market Street
Louisville, Kentucky 40202

Dimensional Fund Advisors LP⁽¹⁰⁾	927,375		5.4		—		*		927,375		5.4
6300 Bee Cave Road
Building One
Austin, Texas 78746
Directors, Director Nominees, and
Named Executive Officers:

Yoania Cannon	—		*		—		*		—		*
David P. Feaster	2,334	⁽¹¹⁾	*		—		*		2,334	⁽¹¹⁾	*
Jennifer N. Green	—	⁽¹²⁾	*		—		*		—	⁽¹²⁾	*
Heather V. Howell	375	⁽¹³⁾	*		—		*		375	⁽¹³⁾	*
Timothy S. Huval	—	⁽¹⁴⁾	*		—		*		—	⁽¹⁴⁾	*
Ernest W. Marshall, Jr.	185	⁽¹⁵⁾	*		—		*		185	⁽¹⁵⁾	*
W. Patrick Mulloy, II	16,636	⁽¹⁶⁾	*		—		*		16,636	⁽¹⁶⁾	*
W. Kennett Oyler, III	1,116	⁽¹⁷⁾	*		—		*		1,116	⁽¹⁷⁾	*
Vidya Ravichandran	—	⁽¹⁸⁾	*		—		*		—	⁽¹⁸⁾	*
Alejandro M. Sanchez	—		*		—		*		—		*
Andrew Trager-Kusman	2,421	⁽¹⁹⁾	*		—		*		2,421	⁽¹⁹⁾	*
Mark A. Vogt	17,391	⁽²⁰⁾	*		—		*		17,391	⁽²⁰⁾	*
William R. Nelson	27,386	⁽²¹⁾	*		—		*		27,386	⁽²¹⁾	*
Logan M. Pichel	46,235	⁽²²⁾	*		—		*		46,235	⁽²²⁾	*
Kevin D. Sipes	80,777	⁽²³⁾	*		—		*		80,777	⁽²³⁾	*
Jeffrey A. Starke	4,587	⁽²⁴⁾	*		—		*		4,587	⁽²⁴⁾	*
A. Scott Trager	8,231,629	⁽⁵⁾	47.7		1,923,916	⁽⁶⁾	89.5		10,155,545	⁽⁵⁾⁽⁶⁾	52.3
Steven E. Trager	8,399,127	⁽¹⁾	48.6		1,940,091	⁽²⁾	90.2		10,339,218	⁽¹⁾⁽²⁾	53.3
All directors and executive officers
as a group (23 persons):	9,050,571	⁽²⁵⁾	52.4	%	1,942,145	⁽²⁵⁾	90.3	%	10,992,716	⁽²⁵⁾	56.6	%

*Represents less than 1% of total


2024 PROXY STATEMENT	11

Table of Contents

(1)

~~(1)~~

Includes ~~7,165,051~~7,165,276 shares held of record by Teebank Family Limited Partnership ~~(“Teebank”~~(“Teebank”) and 750,067 shares held of record by Jaytee Properties Limited Partnership ~~(“Jaytee”~~(“Jaytee”). With respect to Teebank and Jaytee, Steven E. Trager is ~~(i)~~ trustee of two trusts that are co-general partners and limited partners of each of these limited partnerships. Steven E. Trager shares voting authority over shares held by both Teebank and Jaytee as a ~~trust which~~member of each partnership’s voting committee. Trusts for the benefit of, among others, Steven E. Trager’s two children, are limited partners of both Teebank and Jaytee. Includes 7,478 shares held by Steven E. Trager’s spouse, Amy Trager. Includes 382,945 shares held of record by the Trager Family Foundation Trust, a charitable foundation organized under Section501(c)(3)of the Internal Revenue Code. Steven E. Trager shares voting and investment power over these shares with JeanS.Trager, Shelley L. Kusman, and Amy Trager. Also includes 12,085 shares held by Steven E. Trager in Republic’s 401(k)plan.

(2)

Includes 1,753,796 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 trustee of two trusts that are co-general ~~partner~~partners and a limited ~~partner and (ii) co-trustee of a trust which is the other co-general partner and a limited partner~~partners 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~~Also includes 1,215 shares held by Steven E. ~~Trager’s spouse, Amy Trager.~~ Trager in Republic’s 401(k) plan.

(3)

Includes ~~545,675~~7,165,276 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~~Teebank and ~~investment power over these shares with Jean S. Trager, Shelley Trager Kusman and Amy Trager. Also includes 12,085~~750,067 shares held ~~in Republic’s 401(k) plan~~of record by Jaytee. With respect to Teebank and ~~225 shares held by~~Jaytee, Trager ~~Marital~~ Trust ~~for~~of 2012, of which Steven E. Trager is ~~trustee.~~

trustee, is a co-general partner and a limited partner of each of those limited partnerships.

(4)

~~(2)~~

Includes ~~939,449~~1,753,796 shares held of record by Teebank and 168,066 shares held of record by Jaytee. With respect to Teebank and Jaytee, Trager Trust of 2012, of which Steven E. Trager is ~~(i)~~ trustee, of a trust which is co-general partner and a limited partner and (ii) co-trustee of a trust which is the other co-general partner and a limited 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~~ and a limited partner of each of those limited ~~partnerships and (ii) a beneficiary of certain trusts which are limited partners of each of those limited~~ partnerships. Includes 545,675 shares held of record by the Trager Family Foundation, a charitable foundation organized under Section 501(c)(3) of the Internal Revenue Code. Jean S. Trager shares voting and investment power over these shares with Steven E. Trager, Shelley Trager Kusman and Amy Trager.

(5)

~~(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 and a limited 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~~7,165,276 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~~60,420 shares held of record by a family trust of which A. Scott Trager is a co-trustee and a beneficiary. Also includes ~~35,319~~52,856 shares held by A. Scott Trager in Republic’s 401(k) ~~plan. Also includes voting rights for 3,750 restricted shares which vest in November 2018.~~

Plan.

(6)

~~(6)~~

Includes ~~939,449~~1,753,796 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~~2,054 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)

~~(7)~~

Includes ~~7,165,051~~7,165,276 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. Also includes 39,307 shares held by Sheldon G. Gilman’s spouse.

(8)

~~(8)~~

Includes ~~939,449~~1,753,796 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.


12	Republic Bancorp, Inc.

Table of Contents

(9)

~~(9)~~

Teebank and Jaytee are limited partnerships, the limited partners of which ~~Jean S. Trager,~~include A. Scott Trager, ~~Trager Marital Trust~~Andrew Trager-Kusman, and trusts for which each of Steven E. Trager and Sheldon G. Gilman serve as ~~trustees, are limited partners.~~trustees. Steven E. Trager is ~~(i)~~ trustee of ~~a revocable trust~~two trusts that ~~is a~~are co-general ~~partner~~partners and a limited ~~partner~~partners of each ~~partnership and (ii) co-trustee with Jean S. Trager of a trust which is the other general partner and a limited partner of Teebank and Jaytee.~~partnership. Teebank and Jaytee each have voting committees comprised of Steven E. Trager, A. Scott Trager, and Sheldon G. Gilman. These committees direct the voting of the shares held by Teebank and Jaytee. Teebank ~~and Jaytee each have~~has a total of ~~2 million~~2,201,017 units outstanding, and Jaytee has a total of 2,000,000 units outstanding. The following table provides information about the units of Teebank and Jaytee beneficially owned by ~~directors, officers~~Directors, Director Nominees, Executive Officers, and 5% shareholders of Republic:



	Number of		Percent of Jaytee		Number of		Percent of Teebank
Name	Jaytee Units		Units Outstanding		Teebank Units		Units Outstanding
Trager Trust of 2012	32,284	^(a)	1.6	%	200,442	^(c)	9.1	%
Steven E. Trager	1,548,297	^(b)	77.4	%	1,596,496	^(d)	72.5	%
A. Scott Trager	5,293		*	%	5,293		*	%
Andrew Trager-Kusman	28,978		1.4	%	80,666	^(e)	3.7	%
Sheldon G. Gilman, Trustee	44,050		2.2	%	156,608		7.1	%

Number of

Percent of Jaytee

Number of

Percent of Teebank

Name

Jaytee Units

Units Outstanding

Teebank Units

Units Outstanding

Jean S. Trager

20,046
(a)
1.0
%
20,046
(c)
1.0
%
Steven E. Trager

384,207
(b)
19.2
%
667,252
(d)
33.4
%
A. Scott Trager

5,293

*

5,293

*

Sheldon G. Gilman, Trustee

44,050

2.2
%
156,608

7.8
%

* - Represents less than 1% of total

(a)

~~(a)~~

Includes 20,000 general partner units and 4612,284 limited partner units held by the ~~Jean S.~~ Trager Trust of 2012, of which ~~Jean S. Trager and~~ Steven E. Trager ~~are co-trustees.~~

is trustee.

(b)

~~(b)~~

Includes 20,000 general partner units and 268,130 limited ~~partner and 20,000 general~~ partner units held in a revocable trust and 20,000 general partner units and 4612,284 limited partner units held by the ~~Jean S.~~ Trager Trust of ~~which Steven E. Trager and Jean S. Trager are co-trustees. Also includes 76,031 limited partner units held by Trager Marital Trust,~~2012, both of which Steven E. Trager is trustee.

Also includes 1,227,883 limited partner units held in trusts for family members, of which Steven E. Trager is trustee.

(c)

~~(c)~~

Includes 20,000 general partner units and 46180,442 limited partner units held by the ~~Jean S.~~ Trager Trust of 2012, of which ~~Jean S. Trager and~~ Steven E. Trager ~~are co-trustees.~~

is trustee.

(d)

~~(d)~~

Includes ~~153,269~~20,001 general partner units and 36,905 limited ~~partner and 20,000 general~~ partner units held in a revocable trust and 20,000 general partner units and ~~46 limited partner units held by the Jean S. Trager Trust, of which Jean S. Trager and Steven E. Trager are co-trustees.~~ ~~Also includes 180,396~~180,442 limited partner units held by the Trager Trust of 2012, ~~and 293,541 limited partner units held by Trager Marital Trust,~~both of which Steven E. Trager is trustee.

Also includes 1,222,784 limited partner units held in trusts for family members, of which Steven E. Trager is trustee. Also includes 116,364 limited partner units held in an irrevocable trust of which Steven E. Trager’s spouse is co-trustee.

(e)

Includes 54,545 limited partner units held in an irrevocable trust for Andrew Trager-Kusman’s mother of which Andrew Trager-Kusman is co-trustee.

(10)

Based on information disclosed in a Schedule 13G filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 9, 2024, Dimensional, a registered investment adviser, may be deemed to have beneficial ownership of these shares which are held by certain investment companies, trusts, and accounts for which Dimensional serves as investment manager, adviser, or sub-adviser. Dimensional indicated sole voting power over 907,862 shares, sole dispositive power over 927,375 shares and no shared voting power or shared dispositive power.

(11)

~~Includes 10,243~~Does not include 2,663 shares issuable beyond 60 days of February 16, 2024 to ~~Craig A. Greenberg~~David P. Feaster upon vesting in accordance with the terms of the Company’s ~~deferred compensation plan.~~

Non-Employee Director and Key Employee Deferred Compensation Plan.

(12)

~~(11)~~

~~Includes 10,274~~Does not include 1,233 shares issuable beyond 60 days of February 16, 2024 to ~~Michael T. Rust~~Jennifer N. Green upon vesting in accordance with the terms of the Company’s ~~deferred compensation plan.~~

Non-Employee Director and Key Employee Deferred Compensation Plan.

(13)

~~(12)~~

Includes 5,352 shares held jointly by R. Wayne Stratton with his spouse and 11,423 shares held by R. Wayne Stratton’s spouse. R. Wayne Stratton shares investment and voting power over these shares. Also includes 6,723Does not include 6,542 shares issuable beyond 60 days of February 16, 2024 to ~~R. Wayne Stratton~~Heather V. Howell upon vesting in accordance with the terms of the Company’s ~~deferred compensation plan.~~Non-Employee Director and Key Employee Deferred Compensation Plan.


2024 PROXY STATEMENT	13

Table of Contents

(14)

~~(13)~~

~~Includes 849 shares held jointly by R. Wayne Stratton with his spouse and 1,214 shares held by R. Wayne Stratton’s spouse. R. Wayne Stratton shares investment and voting power over these shares.~~

~~(14)~~

~~Includes 6,277~~Does not include 1,233 shares issuable beyond 60 days of February 16, 2024 to ~~Susan Stout Tamme~~Timothy S. Huval upon vesting in accordance with the terms of the Company’s ~~deferred compensation plan.~~

Non-Employee Director and Key Employee Deferred Compensation Plan.

(15)

~~(15)~~

Does not include 5,482 shares issuable beyond 60 days of February 16, 2024 to Ernest W. Marshall, Jr. upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(16)

Includes 15,510 shares held jointly by W. Patrick Mulloy, II with his spouse. W. Patrick Mulloy, II shares investment and voting power over these shares. Does not include 8,288 shares issuable beyond 60 days of February 16, 2024 to W. Patrick Mulloy, II upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(17)

Does not include 1,572 shares issuable beyond 60 days of February 16, 2024 to W. Kennett Oyler, III upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(18)

Does not include 865 shares issuable beyond 60 days of February 16, 2024 to Vidya Ravichandran upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(19)

Includes voting rights for 400 restricted shares that vest in October 2026. Includes 2,000 shares for stock options held by Andrew Trager-Kusman that are exercisable within 60 days of February 16, 2024. Andrew Trager-Kusman owns Jaytee and Teebank limited partnership units, both individually and through various trusts, as disclosed in Footnote 9. Does not include 264 shares issuable beyond 60 days of February 16, 2024 to Andrew Trager-Kusman upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(20)

Includes 3,000 shares held jointly by Mark A. Vogt with his spouse. Mark A. Vogt shares investment and voting power over these shares. Also includes ~~2,062~~10,000 shares held in a Delaware Trust. Does not include 10,383 shares issuable beyond 60 days of February 16, 2024 to Mark A. Vogt upon vesting in accordance with the terms of the Company’s ~~deferred compensation plan.~~

Non-Employee Director and Key Employee Deferred Compensation Plan.

(21)

~~(16)~~

Includes 3,350 shares held in Republic’s 401(k) plan. Also includes voting rights for 1,250 restricted shares which vest in November 2018 and 2,500 restricted shares which vest 50% in June 2019 and 50% in June 2020.

~~(17)~~

Includes voting rights for 1,500 restricted shares ~~which~~that vest in ~~November 2018.~~

~~(18)~~

~~Includes 3,954 shares held in Republic’s 401(k) plan.~~March 2024. Also includes voting rights for ~~3,750~~667 restricted shares ~~which~~that vest in ~~November 2018.~~

December 2024 and 476 restricted shares that vest in January 2027. Includes 1,500 shares for stock options held by William R. Nelson that are exercisable within 60 days of February 16, 2024. Does not include 2,590 shares issuable beyond 60 days of February 16, 2024 to William R. Nelson upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(22)

~~(19)~~

Includes 1,007 shares held by Logan M. Pichel in Republic’s 401(k) Plan. Also includes 1,032 shares held by Logan M. Pichel in Republic’s Employee Stock Purchase Plan. Includes voting rights for 6,506 restricted shares that vest in December 2024, 4,757 restricted shares that vest in December 2025, and 5,733 restricted shares that vest in January 2027. Does not include 2,587 shares issuable beyond 60 days of February 16, 2024 to Logan M. Pichel upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(23)

Includes 3,954 shares held by Kevin D. Sipes in Republic’s 401(k) Plan. Also includes 1,224 shares held by Kevin D. Sipes in Republic’s Employee Stock Purchase Plan. Includes voting rights for 1,500 restricted shares that vest in March 2024. Also includes voting rights for 667 restricted shares that vest in December 2024 and 476 restricted shares that vest in January 2027. Includes 1,500 shares for stock options held by Kevin D. Sipes that are exercisable within 60 days of February 16, 2024. Does not include 4,712 shares issuable beyond 60 days of February 16, 2024 to Kevin D. Sipes upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(24)

Includes 708 shares held by Jeffrey A. Starke in Republic’s 401(k) Plan. Also includes 3,285 restricted shares that vest in July 2024 and 594 restricted shares that vest in January 2027. Does not include 551 shares issuable beyond 60 days of February 16, 2024 to Jeffrey A. Starke upon vesting in accordance with the terms of the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan.

(25)

Includes the shares as described above held by the ~~directors, nominees~~Directors and the NEOs, along with an additional ~~144,643~~120,131 shares. held by other Executive Officers. Shares held by the Director Nominees are not included.


14	Republic Bancorp, Inc.

Table of Contents

PROPOSAL ONE:
ELECTION OF DIRECTORS


Recommendation of Republic’s Board of Directors	The Board of Directors recommends that shareholders vote “FOR” all of the proposed Director Nominees named in this proxy statement.

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

~~Republic’s~~The Board of Directors is comprised of one class of ~~directors~~Directors that ~~are~~is elected annually. Each ~~director~~Director serves a term of one (1) year until the ~~2019 Annual Meeting~~next annual meeting and shall serve until his or her successor is ~~duly~~ elected and qualified or ~~qualified.~~ his or her earlier resignation or removal. All of Republic’s current Directors were elected to a one (1) year term at the most recent Annual Meeting held on April 20, 2023.

Number of Directors

Republic’s Bylaws (the “Bylaws”) currently provide for not less than five (5) nor more than ~~fifteen (15) directors.~~eighteen (18) Directors. In accordance with the ~~Company’s~~ Bylaws, the Board of Directors has fixed the number of ~~directors~~Directors to be elected at the ~~2018~~ Annual Meeting at ~~seven (7)~~fifteen (15).

	Mandatory Retirement Age
	Mandatory Retirement Age
	72

Mandatory Retirement Age

The mandatory retirement age for a Director is seventy-two (72) years old, determined as of December 31 of the year preceding the election. A Director’s age shall be determined as of December 31 of the year prior to the Director’s election, i.e., a person can be elected as a Director if that person is under age seventy-two (72) as of December 31 of the year prior to that election. Any Director who is or reaches age seventy-two (72) during the Director’s term shall serve until the expiration of the Director’s term and shall serve until his or her successor is elected and qualified or his or her earlier resignation or removal. Two current Directors, Michael T. Rust and Susan Stout Tamme, will retire from the Board at this Annual Meeting due to the mandatory retirement age. The Company and the Bank would like to thank Mr. Rust and Ms. Tamme for their prior service as Directors.


2024 PROXY STATEMENT	15

Table of Contents

2024 Director Nominees

The Nominating Committee of the Board of Directors (the “Nominating Committee”) and the Board of Directors have nominated the following Director Nominees for election:

Yoania Cannon

David P. Feaster

Jennifer N. Green

Heather V. Howell

Timothy S. Huval

Ernest W. Marshall, Jr.

W. Patrick Mulloy, II

W. Kennett Oyler, III

Logan M. Pichel

Vidya Ravichandran

Alejandro M. Sanchez

A. Scott Trager

Steven E. Trager

Andrew Trager-Kusman

Mark A. Vogt

All Director Nominees, except for Yoania Cannon and Alejandro M. Sanchez, are current members of the Board of Directors and the Bank Board. The Director Nominees would serve a one (1) year term until the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”) and shall serve until their successor is elected and qualified or their earlier resignation or removal.

Due to time constraints, George Nichols III chose not to run for reelection to the Board and the Bank Board of Directors. The Company and the Bank would like to thank Mr. Nichols for his prior service as a Director of the Bank from March 2020 to March 2024 and as a Director of the Company from April 2021 to April 2024.

The Nominating Committee strongly considers recommendations of the Chief Executive Officer of the Bank (“CEO/Bank”) and the Trager family members (“Trager Family Members”) (generally defined to include Steven E. Trager, who is Chair/CEO, and JeanS.Trager, the mother of Steven E. Trager, and their descendants, companies, partnerships, or trusts in which they are majority owners, trustees, or beneficiaries) as well as prior service and performance as a Director. In 2024, the Nominating Committee and the Board of Directors ~~have nominated~~approved the Director Nominees to be considered for election ~~as directors: Steven E. Trager, A. Scott Trager, Craig A. Greenberg, Michael T. Rust, R. Wayne Stratton, Susan Stout Tamme and Mark A. Vogt. Each~~at the Annual Meeting. No candidate that was recommended by a beneficial owner of more than fivepercent (5%) of the ~~nominees is a current member of~~Company’s voting common stock was rejected. The Trager Family Members recommended all Director Nominees submitted to the Nominating Committee and the Board of ~~Directors~~Directors. No other shareholder submitted a recommendation for a Director Nominee for the Annual Meeting.

The Nominating Committee will consider candidates for Director Nominees at the 2025 Annual Meeting properly put forth by Republic shareholders. Shareholders should submit such nominations, if any, to the Company’s Secretary, at 601 West Market Street, Louisville, Kentucky, 40202, along with the information required in the Bylaws, no later than January 21, 2025. Shareholder nominations must be made according to the procedures contained in the Bylaws and described in this proxy statement under the heading “Shareholder Proposals”.

Any shareholder notice of nomination must include the information required by the Bylaws with respect to the nomination and all other information regarding the proposed nominee and the nominating shareholder required by Section 14 of the ~~Company.~~ Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. The Company may refuse to consider any nomination that is not timely or otherwise fails to meet the requirements of the Bylaws or the SEC’s rules with respect to the submission of director nominations. A written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any shareholder nomination.

2024 Independent Director Nominees

Non-employee Director ~~nominees Craig A. Greenberg, Michael T. Rust, R. Wayne Stratton, Susan Stout Tamme~~Nominees Yoania Cannon, Jennifer N. Green, Heather V. Howell, Timothy S. Huval, Ernest W. Marshall, Jr., W. Patrick Mulloy, II, W. Kennett Oyler, III, Vidya Ravichandran, Alejandro M. Sanchez, 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.~~ standards (“Independent Directors”).


16	Republic Bancorp, Inc.

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Director Nominee David P. Feaster, while a non-employee Director Nominee, retired from the Bank in 2019 and currently provides consulting services to the Bank. Accordingly, Mr. 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 ~~2018~~2024 election of ~~directors,~~Directors but reserves the right to claim this exemption in the future.

Director Nominee Availability

Neither the Nominating Committee nor the Board of Directors has reason to believe that any ~~nominee for director~~Director Nominee will not be available for election or to serve following election. However, if any of the ~~nominees~~Director Nominees 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.

Director Skills Matrix



	Accounting Financial Reporting	Banking Investment	Technology Cyber Security	Human Capital Management	Legal/ Compliance	CEO & Board Leadership	Environmental/ Social Responsibility	Mergers & Acquisitions
Yoania Cannon
David P. Feaster
Jennifer N. Green
Heather V. Howell
Timothy S. Huval
Ernest W. Marshall, Jr.
W. Patrick Mulloy, II
W. Kennett Oyler, III
Logan M. Pichel
Vidya Ravichandran
Alejandro M. Sanchez
A. Scott Trager
Steven E. Trager
Andrew Trager-Kusman
Mark A. Vogt


2024 PROXY STATEMENT	17

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NASDAQ Board Diversity Rules and Matrix

The SEC approved NASDAQ Rule 5605(f) (the “Board Diversity Rule”) that requires companies listed on the NASDAQ Global Select Market to have, or to explain why they do not have, at least one diverse director (as defined in the Board Diversity Rule) by December 31, 2023 and at least two diverse directors (including at least one woman and at least one member of an underrepresented community) by December 31, 2025. Additionally, effective August 8, 2022, NASDAQ companies are required to disclose on an annual basis directors’ voluntary, self-identified demographic information using a standardized board diversity matrix (“Board Diversity Matrix”), which may be disclosed in the company’s proxy statement.

The Company already satisfies the Board Diversity Rule requirement having at least two applicable diverse directors prior to the December 31, 2025 compliance deadline. In further compliance with the Board Diversity Rule, the Board Diversity Matrix below provides the self-identified demographic information for the Company’s Director Nominees as of January 7, 2024. Each of the categories listed in the table below has the meaning as it is used in the Board Diversity Rule.

Board Diversity Matrix (as of January 7, 2024)



Total Number of Directors	15
					Did Not
		Female	Male	Non-Binary	Disclose Gender
Part I: Gender Identity
Directors		4	11	0	0
Part II: Demographic Background
African American or Black		1	1	0	0
Asian		1	0	0	0
Hispanic or Latinx		1	1	0	0
White		1	9	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Our Board Diversity Matrix as of January 8, 2023 can be found in the definitive proxy statement for our 2023 annual meeting of shareholders, filed with the SEC on March 10, 2023.


18	Republic Bancorp, Inc.

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Director Nominees’ Names and Principal Occupations for the Past Five Years

The following table details the indicated information for each ~~nominee and incumbent director:~~

Director Nominees:

Director
Name and Principal Occupation for Past Five Years
Age
Since

Steven E. Trager began serving as both Chairman and CEO of Republic in 2012.  He previously served as President and CEO of Republic since 1998.  He also currently serves as Chairman and CEO of Republic Bank & Trust Company (the “Bank”).  Mr. Trager began his career with the Bank in 1988 as General Counsel.
57
1988

Steven E. Trager received his undergraduate degree in finance at the University of Texas at Austin.  He received his Juris Doctor degree from the University of Louisville Brandeis School of Law and engaged in the practice of law with the firm of Wyatt, Tarrant & Combs.  He has more than twenty-five years banking experience.  In 1994, he provided the leadership resulting in the complex merger and reorganization of the Republic group of multiple banks into a consolidated and more efficient banking structure.  He provided the leadership for the Company’s initial public offering.  He also has direct experience not only in banking, but also in finance, operations and retail management.  His banking experience includes his service as past chairman for the Kentucky Bankers Association and his past service as a board member of the Federal Reserve Bank of St. Louis’ Louisville branch.  He also has leadership and directorate experience in multiple community service organizations.  Based on Steven E. Trager's experience as a Bank Board Director, his direct banking experience, his proven leadership skills, his education and legal background, his extensive community involvement, his vested interest in the long-term success of Republic as a material equity owner, and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

A. Scott Trager has served as Director and President of Republic since 2012 and was appointed Vice Chairman in March 2017.  He previously served as Vice Chairman from 1994 to 2012.  He also currently serves as Vice Chairman of the Bank.
65
1990

A. Scott Trager holds a degree in Business Administration from the University of Tennessee and has spent his entire working career in various finance and banking capacities.  He has extensive leadership experience in marketing, operations and retail branch management.  He has extensive community board experience and broad-based community connections in the metropolitan Louisville area.  Based on A. Scott Trager's experience as a Bank Board Director, his direct banking experience, his proven leadership skills, his educational background, his extensive community involvement and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

Craig A. Greenberg has served as President of 21c Museum Hotels since 2011 and also as CEO since September 2017.  He has served in various roles with the company since its founding in 2007.  Prior to 21c, Craig served as Counsel with the general legal services law firm of Frost Brown Todd LLC in Louisville, Kentucky.  He served as Director of the Bank from 2006 to 2008 and has served as a Director of Republic from 2008 to present.
44
2008

Craig A. Greenberg is a graduate of the University of Michigan, where he served as Student Government President.  He is a Harvard Law School cum laude graduate.  He has extensive experience in securing and deploying federal, state and local tax credits and other incentives in connection with the development of urban revitalization projects across the country.  He has direct experience in commercial finance, capital raising, transaction structuring, and the leadership of multi-million dollar developments.  He is active in local civic and charitable organizations.  Based on Craig A. Greenberg’s experience as a Bank Board director, his commercial finance and development knowledge, his educational background, including legal knowledge and skills, his extensive community involvement and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

Director Nominees:

Director
Name and Principal Occupation for Past Five Years (continued)
Age
Since

Michael T. Rust has served as President of Kentucky Hospital Association (“KHA”), located in Louisville, Kentucky, since 1996. He served as a Director of the Bank from 2001 to 2007 and has served as a Director of Republic from 2007 to present.
66
2007

Michael T. Rust graduated from Glenville State College in West Virginia where he received his undergraduate degree in Business Administration.  He received a Master’s degree in Public Health from the University of Tennessee.  He serves as a Community Based Faculty Member at the University of Kentucky.  In his role as President of the KHA, he has extensive management and regulatory experience.  He also has extensive advocacy experience in Washington, D.C. and Frankfort, Kentucky.  He is a proven recruiter and organizer and has significant community involvement experience.  He has leadership and directorate experience in multiple community service organizations.  As a member of the Audit Committee, he is able to read and understand basic financial statements, such as a balance sheet, income statement and cash flow statement. Based on Michael T. Rust's experience as a Bank Board Director, his managerial and regulatory compliance background, his business and education background, his extensive community involvement, including governmental affairs and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

R. Wayne Stratton is a Certified Public Accountant and a partner of the public accounting firm of Jones, Nale & Mattingly PLC located in Louisville, Kentucky.  He served as a Director of the Bank from 1994 to 1995 and has served as a Director of Republic from 1995 to present, while also serving as Republic's financial expert on the Audit Committee.
70
1995

R. Wayne Stratton is a graduate of the University of Cincinnati with a Bachelor of Arts degree and a major in Accounting.  He is accredited in Business Valuations by the American Institute of Certified Public Accountants and holds a Diplomat Certification in Forensic Accounting from the American College of Forensic Examiners.  As a member of the Audit Committee, he is able to read and understand basic financial statements, such as a balance sheet, income statement and cash flow statement.  He has been recognized as a top national tax accountant by Money Magazine and has received recognition and awards for his accounting expertise from multiple sources, including Who’s Who in Accounting and Finance and Who’s Who in Executives and Business.  He has extensive experience in both the preparation and review of financial statements and statements of condition of publicly traded stock corporations.  He meets NASDAQ's financial knowledge and sophistication requirements and qualifies as an "audit committee financial expert" under SEC rules.  Based on R. Wayne Stratton's experience as a Bank Board Director, his managerial and accounting background, his education and certification as a Certified Public Accountant, his business background and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

Susan Stout Tamme was employed by Baptist Healthcare System, Inc. and is retired as of April 2014. In July of 2013, she was appointed as President of Baptist Health Collaborations.  She was formerly in the position of President of the Louisville Market from 2011 to 2013 and she was President and CEO of Baptist Hospital East from 1995 to 2011 and Vice President of Baptist Healthcare System, Inc.  She served as a Director of the Bank from 1999 to 2003 and has served as a Director of Republic from 2003 to present.
67
2003

Susan Stout Tamme received an Associate degree in nursing from Eastern Kentucky University, a Bachelor of Science degree in nursing from the University of Louisville and a Master of Science degree in Health Systems Administration, also from the University of Louisville.  She has extensive experience in administration, specifically in broad-based multi-hospital systems and is proficient in working with department heads, clinical staff and governing regulatory bodies.  She has leadership and directorate experience in multiple community service organizations and has received multiple community service awards for excellence and achievement.  Based on Susan Stout Tamme’s experience as a Bank Board Director, her managerial and administrative background, regulatory compliance experience, her extensive community involvement and her specific experience, qualifications and attributes herein disclosed, the Board has determined that she should continue to serve as a Director.

Mark A. Vogt received his Bachelor of Arts degree in Accounting and Business Administration from Bellarmine University in Louisville, Kentucky.  Since 2004, he has served as CEO of Galen College of Nursing, one of the nation's largest educators of nurses with campuses located in Kentucky, Texas, Florida and Ohio.  During his time with Galen, the College has grown significantly by adding nursing programs that meet the needs of the healthcare community and adult learners.
49
2016

Prior to joining Galen, Mark A. Vogt was Chief Operating Officer of a private equity investment group specializing in the education sector.  He served as Senior Vice President and Chief Financial Officer of Republic Bancorp, Inc. from 1995 to 2000.  He served as a Director of the Bank from 2012 to 2016 and has served as a Director of Republic since 2016.  As CFO, he provided leadership in accounting, finance, treasury, and various operational functions.  During his tenure, he was significantly involved in the Company's initial public offering and the sale and acquisition of several business units.  Previously, he was employed for five years by the public accounting firm of Deloitte & Touche LLP where he provided accounting and consulting services to a wide array of financial service clients.  In addition, he has leadership and directorate experience in a number of civic and community organizations.  Based on Mark A. Vogt's experience as a Bank Board Director, his managerial and accounting background, his education and certification as a Certified Public Accountant, his business background and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

~~None of the persons placed in nomination currently holds or has in the past five (5) years held any directorships in any other company with~~Director Nominee, including service as a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended.

Republic’s directors were elected at the most recent Annual Meeting held on April 20, 2017, to a one (1) year term. The Company’s executive officers are recommended by the Chairman and CEO, Steven E. Trager, and are subsequently approved by the Compensation Committee and formally approved by the Board of Directors. Executive officers hold office at the discretion of the Board of Directors. All but oneDirector of the Company ~~directors attended the 2017 Annual Meeting~~or its predecessors:


YOANIA CANNON			DAVID P. FEASTER
COMMITTEE: N/A Age: 43 Director Since: N/A (new 2024 nominee to both the Board and Bank Board)			COMMITTEES: Loan Trust - Chair Age: 70 Director of Republic since 2020 and Director of the Bank since 2019 Consultant, Republic Bank & Trust Company
KEY EXPERIENCE AND QUALIFICATIONS ● Vice President, Global Brand Strategy and Finance Capabilities with Brown-Forman Corporation since February 2023. ● Prior experience with Brown-Forman includes Director, Strategy and Brand Analytics (2020 – 2023); Finance Director Global Travel Retail and Developed APAC (2018 – 2020); Controller, Americas (2016 – 2018); Division Finance Manager, West Division (2014 – 2016); Commercial Finance Manager (2012 – 2014); Finance Sales Operations Manager (2009 – 2011); and Finance Analyst (2007 – 2009) EDUCATION ● University of Louisville, Master of Accountancy, MBA, and Bachelor of Science in Accounting HONORS AND RECOGNITIONS Ms. Cannon meets NASDAQ’s financial knowledge and sophistication requirements and qualifies as an “audit committee financial expert” under SEC rules. REASON FOR NOMINATION Based on Ms. Cannon’s managerial, business, and accounting background and her specific experience, qualifications and attributes disclosed, the Board has determined that she should be nominated to serve as a Director.			KEY EXPERIENCE AND QUALIFICATIONS ● Retired, consultant to the Bank since 2019. ● Previously, having 47 years of banking experience, Florida Market President for the Bank (2016-2019); CEO, President, and Director of Cornerstone Community Bank (2009 – 2016, when Cornerstone merged with the Bank); founder, CEO, and President of Signature Bank in St. Petersburg, Florida (which merged into Whitney National Bank); Area President of Whitney National Bank after merger; an executive at a number of banks in Florida, including Sun Bank, Bank of America, C&S, and Northern Trust Bank. ● Member of the Florida Bankers Association Board, former chair of the St. Petersburg Area Chamber of Commerce, former chair of All Children’s Hospital Board, and a member of the St. Petersburg College Banking School Board. EDUCATION ● University of Florida, Business Administration, with honors REASON FOR NOMINATION Based on Mr. Feaster’s experience as a Republic and Bank Board Director, his extensive banking experience, his significant community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.


2024 PROXY STATEMENT	19

Table of ~~Shareholders.~~Contents


jennifer n. green			HEATHER V. HOWELL
COMMITTEE: Risk - Chair Age: 39 Director of Republic and Director of the Bank since 2022			COMMITTEE: Nominating Age: 50 Director of Republic since 2020 and Director of the Bank since 2015
KEY EXPERIENCE AND QUALIFICATIONS ● Chief Legal Officer, Yum! Digital & Technology at Yum! Brands. Reporting to the Chief Digital & Technology Officer, leads a team of U.S.- and non-U.S.-based lawyers and legal professionals responsible for providing strategic advice and legal support on a range of matters related to the development, rollout and commercialization of internally-owned digital and technology products and services. ● Previously YUM! Brands Vice President, Global Mergers & Acquisitions (2020-2023); YUM! Brands’ Director of Transformation & Chief of Staff (2020-2021) and Director, Corporate Counsel (2016-2020); Vice President and Counsel, Corporate Secretary Americas for Credit Suisse (2014-2016); and attorney with Davis Polk & Wardwell LLP (2012 - 2014), with practice areas including Capital Markets, Mergers & Acquisitions, and Derivatives and Structured Products. ● Member of the City of Louisville’s Civilian Review & Accountability Board (Board’s inaugural Chair) and the Greater Louisville Inc. Business Council to End Racism, and former board member for Stage One Family Theatre and Maryhurst. ● Member of the New York Bar Association, the Kentucky Bar Association, the Charles W. Anderson, Jr. Chapter of the National Bar Association, and the Brandeis Inn of Court. EDUCATION ● Columbia Law School, Juris Doctor; Harlan Fiske Stone Scholar and Articles Editor of the Columbia Law Review ● Harvard University, Bachelor of Arts in Government, and a French Language Citation HONORS AND RECOGNITION ● 2021 On Deck Fellow ● 2019 Leadership Council on Legal Diversity Fellow ● 2017 graduate of Ignite Louisville REASON FOR NOMINATION Based on Ms. Green’s experience as a Republic and Bank Board Director, her managerial and business background, her educational and legal background, and her specific experience, qualifications, and attributes disclosed, the Board has determined that she should continue to serve as a Director.			KEY EXPERIENCE AND QUALIFICATIONS ● Previously Director of Global Innovation and Trademark Development for the Jack Daniel’s Family of Brands (through October 2023), having been employed by Brown-Forman Corporation since 2015. ● Previously CEO and Chief Tea Officer (2010-2015) of Rooibee Red Tea, launching Rooibee Roo in 2014, a line of ready-to-drink tea with less calories and sugar for children, a brand extension for Rooibee Red Tea. ● Member of the Greater Louisville Project Board of Directors. EDUCATION ● Bellarmine University, Executive MBA ● Eastern Kentucky University, Bachelor of Arts HONORS AND RECOGNITION ● 2013 Ernst & Young E.D.G.E. Award ● 2014 Business First Enterprising Woman to Watch ● Finalist in 2013 Business First Business Leader of the Year REASON FOR NOMINATION Based on Ms. Howell’s experience as a Republic and Bank Board Director, her education, her business and entrepreneurial experience, and her specific experience, qualifications, and attributes disclosed, the Board has determined that she should continue to serve as a Director.


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timothy s. huval			eRNEST W. MARSHALL, JR.
COMMITTEE: Audit Age: 57 Director of Republic and Director of the Bank since 2022			COMMITTEES: Compensation - Chair Nominating Age: 55 Director of Republic since 2020 and Director of the Bank since 2017
KEY EXPERIENCE AND QUALIFICATIONS ● Chief Administrative Officer (2019 - Present) and Chief Human Resources Officer (2013 - Present) of Humana, Inc. ● Previously held a number of positions at Bank of America (2002-2013), including Human Resources Executive, Global Treasury Services/Technology Division; Senior Human Resources Executive, Global Wealth & Investment Management; Chief Information Officer, Global Wealth & Investment Management; Head of Operations, Credit Card Services; Head of Operations, Mortgage Business; and Senior Vice President, Consumer Service & Operations, and served in various roles at Gateway Computers (1997-2002), including Training and Development Manager, Global Operations; Sr. Manager, Human Resources; General Manager, Factory & Call Center; and Director, Human Resources, Global Operations & Consumer. ● Advisory board member for MyCareGorithm, LLC. ● Former member of the NASDAQ-listed Seacoast Banking Corporation board of directors (2016 - 2019). EDUCATION ● Brigham Young University, Master’s in Public Administration ● Weber State University, Bachelor of Arts, Marketing ● Salt Lake City Community College, Associate’s Degree; Honorary Doctor of Humane Letters REASON FOR NOMINATION As a member of the Audit Committee, Mr. Huval meets NASDAQ’s financial knowledge and sophistication requirements. Based on Mr. Huval’s experience as a Republic and Bank Board Director, his financial experience, his managerial and banking background, his business and educational background, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.			KEY EXPERIENCE AND QUALIFICATIONS ● Executive Vice President and Chief Human Resources Officer at Eaton Corporation since 2018. ● Vice President of Human Resources of GE Aviation at the General Electric Company (2013-2018). ● Trustee for Bellarmine University and board member for Kindway and the Rock and Roll Hall of Fame. ● Director for the NASDAQ-listed LSI Industries Inc. since August 16, 2022. EDUCATION ● Indiana University, Bloomington, MBA/Juris Doctor ● Bellarmine University, Bachelor’s degree with a dual major in Accounting and Business Administration; including two semesters abroad at New College in Oxford, England HONORS AND RECOGNITION ● One of 2020’s Most Influential Black Executives in Corporate America, Savoy Magazine ● ’50 under 50’ feature, Black MBA Magazine ● ‘Top 40 under 40’ feature, Network Journal REASON FOR NOMINATION Based on Mr. Marshall’s experience as a Republic and Bank Board Director, his business experience and accomplishments, his extensive civic and community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.


2024 PROXY STATEMENT	21

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W. PATRICK MULLOY, II			W. KENNETT OYLER, III
COMMITTEES: Audit Loan Age: 70 Director of Republic since 2020 and Director of the Bank since 2012			COMMITTEE: Risk Age: 65 Director of Republic since 2020 and Director of the Bank since 2008
KEY EXPERIENCE AND QUALIFICATIONS ● Deputy Mayor, Louisville-Jefferson County Metro Government since May 2023. ● Of Counsel with the law firm of Wyatt, Tarrant & Combs, LLP since 2022. ● Member, Advisory Board Savoy Life, LLC; Previously Director and CEO of Sharps Compliance, Inc. (April 2022 – September 2022); Of Counsel with Wyatt, Tarrant & Combs, LLP (2018-2022); Chairman and CEO of Elmcroft Senior Living (2006-2018), a national provider of senior housing services; President and CEO of two other senior housing companies, LifeTrust America, Inc., and Atria, Inc.; an attorney with the regional law firm of Greenebaum, Doll & McDonald PLLC (1994-1996); the Secretary of Finance to the Governor of Kentucky (1992-1994); and an attorney at a Louisville law firm (1978 - 1992). ● Investor and director of Assembly Healthcare, an ancillary service provider to healthcare providers. ● Member of Advisory Board of Apploi, Inc., the Board of Advisors of Vanderbilt University School of Law, and the Board Chair of University of Louisville Health, Inc. ● Director for the NASDAQ-listed Sharps Compliance Corp. from February 1, 2021 – September 2022. EDUCATION ● Vanderbilt University School of Law, Juris Doctor ● Vanderbilt University, Bachelor of Arts, interdisciplinary major in History, Economics, Philosophy, summa cum laude REASON FOR NOMINATION As a member of the Audit Committee, Mr. Mulloy meets NASDAQ’s financial knowledge and sophistication requirements. Based on Mr. Mulloy’s experience as a Republic and Bank Board Director, his managerial and business background, his educational and legal background, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.			KEY EXPERIENCE AND QUALIFICATIONS ● CEO of OPM Services, Inc., a financial-services and investment firm Mr. Oyler founded in 1992. ● Executive in Residence at University of Louisville College of Business. ● Previously President and CEO of Greater Louisville, Inc., the Louisville, Kentucky Metro Chamber of Commerce (2014 - 2020); Managing Partner of OPM (1992 - 2015); Cash Management Officer of Citizens Fidelity (now PNC) Bank; President, CEO, CSO of High Speed Access Corp.; and Treasurer, VP of Finance and CFO of Henry Vogt Machine Co. ● Founded or co-founded twenty businesses in various industries, including financial services, real estate, internet access, manufacturing, railway, equipment leasing, and consumer research, and in 1997, co-founded a broadband internet provider, High Speed Access Corp., which he took public in 1999. ● Experience in leadership roles and directorships, including sixteen roles as chair, with dozens of civic and community organizations, including Leadership Louisville, Metro YMCA, University of Louisville, Metro United Way, Kentuckiana Works, the Metro Police Foundation, GLI, Canopy, Louisville Ballet, Junior Achievement, Louisville Science Center, and Downtown Development Corp. ● Serves as Director for Alliance Cost Containment, LLC and Thornton Capital. EDUCATION ● University of Louisville, Master of Business Administration ● University of Louisville, Bachelor of Science, Commerce, Marketing HONORS AND RECOGNITION ● Inducted into Kentucky Entrepreneur Hall of Fame, 2016 ● E&Y Entrepreneur of the Year, 2000 ● Cashflow Magazine Treasurer of the Year, 1985 REASON FOR NOMINATION Based on Mr. Oyler’s experience as a Republic and Bank Board Director, his education, his entrepreneurial and business background, his significant civic and community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.


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LOGAN M. PICHEL			VIDYA RAVICHANDRAN
COMMITTEE: Risk Age: 59 Director of Republic and Director of the Bank since 2021 President & CEO of Republic Bank & Trust Company			COMMITTEE: Risk Age: 51 Director of Republic and Director of the Bank since 2023
KEY EXPERIENCE AND QUALIFICATIONS ● President and CEO of the Bank since 2021. ● Previously, having over 30 years of banking and financial services experience, served as President for the Bank (2020-2021) and held various positions with Regions Bank (2005-2020), including, Executive Vice President and Head of Corporate Development – Financial Planning and Analysis and Mergers and Acquisitions (2019-2020) (responsible for company budgeting, forecasting, capital allocation, business and product profitability analytics and reporting and bank and non-bank mergers and acquisitions), Head of Consumer Lending (2010-2018) (mortgage, home equity, auto and personal loans as well as fintech and small dollar lending), Head of Enterprise Operations (2018-2019) (bank operations, loan fulfillment and servicing, collections, and contact centers), and National Production Manager for Mortgage (2005-2010). ● Leader of Regions Bank’s Simplify and Grow initiative (2018-2020), which focused on making banking easier for customers, improving efficiencies of internal processes, and accelerating revenue growth. EDUCATION ● University of Michigan, Master of Business Administration ● Ohio Northern University, Finance REASON FOR NOMINATION Based on Mr. Pichel's banking experience, his experience as a Republic and Bank Board Director, his proven leadership skills, his education and background, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.			KEY EXPERIENCE AND QUALIFICATIONS ● CEO and founder of GlowTouch, a global enterprise that provides customer care and technology outsourcing services, headquartered in Louisville, Kentucky, with more than 3,000 employees throughout the United States, India, Philippines, and the Dominican Republic, since 2002. ● Founded StemWizard (2013), a software platform that allows students, teachers, judges, volunteers, and administrators to set up and run STEM competitions, such as science fairs, the Science Olympiad, and robotics events, through a cloud-enabled platform. ● Member of the Kentucky Council for Postsecondary Education Board, Young Presidents’ Organization, and C200. EDUCATION ● Virginia Polytechnic Institute and State University, Master of Science ● University of Agricultural Sciences, Bangalore, Bachelor of Science HONORS AND RECOGNITION ● Inductee of CCWomen Hall of Fame ● Louisville’s Most Admired CEOs, Business First REASON FOR NOMINATION Based on Ms. Ravichandran’s background in technology, her leadership and entrepreneurial achievements, her educational background, and her specific experience, qualifications, and attributes disclosed, the Board has determined that she should be nominated to serve as a Director.


2024 PROXY STATEMENT	23

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ALEJANDRO M. SANCHEZ			a. scott trager
COMMITTEE: N/A Age: 65 Director Since: N/A (new 2024 nominee to both the Board and Bank Board)			COMMITTEE: Loan Age: 71 Director of Republic and Director of the Bank since1990 President & Vice Chair, Republic Vice Chair, Republic Bank
KEY EXPERIENCE AND QUALIFICATIONS ● President and CEO of Salva Financial Group of Florida since 2024. ● CEO Emeritus for the Florida Bankers Association since November 2023. ● Board Director for Poplar Bank since 2023. ● Board Member for Apalachee Center Hospital, Inc. since 2022. ● Previously President and CEO for the Florida Bankers Association (1998-2023); a Board Director for Trustco Bank (2022-2023); Board Member for the Exim Bank Advisory Committee (2018-2020); and a Member of the Federal Retirement Thrift Investment Board (2002-2010). EDUCATION ● University of Iowa, College of Law, Juris Doctor ● Troy University, Bachelor of Science in Business and Social Science HONORS AND RECOGNITION ● Served in United States Air Force 1976-1981, Honorable Discharge. REASON FOR NOMINATION Based on Mr. Sanchez’s banking, managerial, business, educational, and legal background and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should be nominated to serve as a Director.			KEY EXPERIENCE AND QUALIFICATIONS ● President of Republic since 2012; Vice Chairman of Republic since 2017; and Vice Chair of the Bank since 2017. ● Previously Vice Chairman of Republic (1994-2012). ● Entire working career spent in various finance and banking capacities. ● Leadership experience in marketing, operations, and community bank management. ● Extensive community board experience and broad-based community connections in the metropolitan Louisville area. EDUCATION ● University of Tennessee, Business Administration REASON FOR NOMINATION Based on Mr. Trager's experience as a Republic and Bank Board Director, his direct banking experience, his proven leadership skills, his educational background, his extensive community involvement, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.


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steven e. trager			andrew trager-kusman
Age: 63 Director of Republic and Director of the Bank since1988 Executive Chair & CEO, Republic Executive Chair, Republic Bank			COMMITTEES: Loan Trust Age: 37 Director of Republic since 2019 and Director of the Bank since 2020 Senior Vice President, Chief Strategy Officer, Republic Bank
KEY EXPERIENCE AND QUALIFICATIONS ● Executive Chair & CEO of Republic and Executive Chair of the Bank since 2021. ● More than 30 years of banking experience, previously holding positions of Chairman & CEO of both Republic and the Bank (2012-2021) and President and CEO of Republic (1998-2012), beginning his career with the Bank as General Counsel in 1988. ● Leadership experience in finance, operations, and community bank management. ● Past chair of the Kentucky Bankers Association, University of Louisville Board of Overseers, 2016 Fund for the Arts Campaign, and Leadership Kentucky; former board member of the Federal Reserve Bank of St. Louis’ Louisville Branch and the Louisville Regional Airport Authority; and current member of the Bellarmine University Board of Trustees. EDUCATION ● University of Louisville Brandeis School of Law, Juris Doctor ● University of Texas at Austin, Finance HONORS AND RECOGNITIONS ● University of Louisville Alumnus of the Year, 2023 ● Bellarmine University Knight of Knights Honoree, 2022 ● Louisvillian of the Year, 2017 ● Lincoln Foundation Spirit of Excellence Award, 2018 ● Juvenile Diabetes Research Foundation’s Man of the Year, 2003 ● Ernst & Young Entrepreneur of the Year Award for the Southern Ohio and Kentucky Region, 2003 REASON FOR NOMINATION Based on Mr. Trager's experience as a Republic and Bank Board Director, his direct banking experience, his proven leadership skills, his education and legal background, his extensive community involvement, his vested interest in the long-term success of Republic as a material equity owner, and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.			KEY EXPERIENCE AND QUALIFICATIONS ● Senior Vice President, Chief Strategy Officer of the Bank since 2021. ● Previously Vice President, Managing Director of Corporate Strategies of the Bank (2016-2021)(primarily overseeing strategic initiatives, profitability modeling, and reviewing potential acquisition opportunities); Portfolio Analyst with EJF Capital LLC (2012-2015), an alternative asset manager primarily focused on United States and global financial institutions (focusing on TARP investments and small bank private equity funds, recapitalizations of struggling institutions, and placement of capital for growth in well-performing banks and routinely speaking with company management and boards regarding regulatory issues and long-term strategies); and worked in the U.S. House of Representatives. ● Member of the Craig Greenberg for Mayor Transition Team and the boards for the Jewish Heritage Fund and Louisville Orchestra Endowment; former trustee for Spalding University, board member for JTomorrow Louisville, and member of the Leadership Louisville Bingham Fellows class of 2019. EDUCATION ● Indiana University, Bloomington, Finance REASON FOR NOMINATION Based on Mr. Trager-Kusman’s experience with the Bank and other entities, experience as a Republic and Bank Board Director, his leadership ability, community involvement and his specific experience, qualifications, and attributes disclosed, the Board has determined that he should continue to serve as a Director.


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Mark A. Vogt
COMMITTEES: Audit – Chair Compensation Nominating – Chair Age: 55 Director of Republic since 2016 and Director of the Bank from 2012 to 2016 and since 2020
KEY EXPERIENCE AND QUALIFICATIONS ● CEO of Galen College of Nursing since 2004, Mr. Vogt has lead Galen in becoming one of the largest educators of nurses in the U.S. growing from three to seventeen campuses. ● Previously the Chief Operating Officer of a private equity investment group specializing in the education sector; Senior Vice President and Chief Financial Officer of Republic (1995-2000), providing leadership in accounting, finance, treasury, and various operational functions and being significantly involved in Republic's initial public offering and the sale and acquisition of several business units; and employed by the public accounting firm of Deloitte (1990-1995) providing accounting and consulting services to a wide array of financial service clients. ● Certified Public Accountant. EDUCATION ● Bellarmine University, Bachelor of Arts, Accounting REASON FOR NOMINATION Mr. Vogt meets NASDAQ’s financial knowledge and sophistication requirements and qualifies as an “audit committee financial expert” under SEC rules. Based on Mr. Vogt’s experience as a Republic and Bank Board Director, his managerial and accounting background, his education and certification as a Certified Public Accountant, his business background, and his specific experience, qualifications, and attributes disclosed, the Board has determined that Mr. Vogt should continue to serve as a Director.

Steven E. Trager and A. Scott Trager are cousins. A. Scott Trager and Andrew Trager-Kusman are cousins. Steven E. Trager is Andrew Trager-Kusman’s uncle.

~~The Board~~


26	Republic Bancorp, Inc.

Table of ~~Directors recommends that shareholders vote “FOR” all of the proposed Board of Director nominees named in this proxy statement.~~Contents

The Board of Directors and its Committees

~~The Board~~

Directors’ Responsibilities

Each ~~director~~Director 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~~regularly-scheduled board meetings and one special board meeting in ~~2017.~~2023. Each of the ~~directors~~incumbent Directors attended at least 75% of the total number of meetings of the Board of Directors ~~and the meetings held by committees on which such directors served~~ during their respective terms of service in ~~2017.~~2023. Also, some selected Company ~~directors~~Directors were paid a committee fee for attending certain Bank committee meetings. Directors ~~that~~who are also employees of the Company or the Bank are not paid for attending ~~board~~Board or Board committee meetings.

Company Directors and Director Nominees are expected to attend the Annual Meeting. Eleven (11) of the sixteen (16) 2023 Directors or 2023 Director Nominees attended the 2023 annual meeting of the Republic shareholders.

Leadership structure

Executive Chair of the Board of Directors

Until October 1, 2021, the Chair and CEO positions for the Company and Bank had been combined. Effective October 1, 2021, Logan M. Pichel was appointed as CEO and President of the Bank and also serves as Director for the Company and the Bank. Steven E. Trager remains CEO of the Company and Executive Chair of both the Company and the Bank. This current structure continues to allow the Independent Directors to concentrate on the oversight of the Company without the added burden of addressing what are normally less material day-to-day managerial concerns.

11BLead Independent Director

In November 2020, the Independent Directors appointed Mark A. Vogt as the Lead Independent Director. The Independent Directors meet privately at least twice per year following a regularly scheduled Board meeting, may set additional Independent Director meetings, 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 sole authority to retain, at the Company’s expense, any outside auditors, accountants, or attorneys at their discretion.

The Board believes that this leadership structure, coupled with strong Independent Director leadership, is the most effective and appropriate leadership model for the Company at this time. The Board believes the combined Chair/CEO structure promotes decisive leadership, ensures clear accountability and enhances our ability to communicate with a single and consistent voice to shareholders, associates, and other stakeholders.

The ~~Company believes it is both prudent~~Board’s Risk Oversight

The Board 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 directors 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, but the independent directors 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~~Bank Board of Directors ~~is ultimately~~are responsible for risk ~~oversight, selected committees~~oversight. The Board and Bank Board of Directors review, oversee, and approve management’s short- and long-term strategic objectives, including the Company’s ~~Board~~ and the Bank’s strategic planning, annual budget, significant lending and expenditures over certain limits, and other risks related to financial performance. The following Board committees and Bank Board of Directors committees also play an important role in assisting the ~~Company’s~~Board and Bank Board of Directors in fulfilling ~~its~~their 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’sBank Board of Directors receive regular and timely reports ~~from management and the chairpersons~~ of these committees, as appropriate. ~~More specifically,~~

Company Committees

Audit Committee. The Audit Committee is responsible for oversight of the ~~Audit Committee~~internal audit function and regularly reviews risks associated with ~~insurance,~~ credit, debt, financial, accounting, compliance, legal, operational, reputational, ~~compliance, third-party, information technology security~~ and other risk matters involving the Company and the Bank.

Compensation Committee. The ~~Audit~~Board’s Compensation Committee is also responsible for the oversight of the Third Party Risk Management Program of the Company and the Bank. The Third Party Risk Management Steering Committee, chaired by the Bank’s Chief Risk Management Officer,(the “Compensation Committee”) reviews and approves ~~management’s third-party due diligence completed by~~ the Company’s ~~management responsible for third-party relationships with~~goals and objectives relevant to Executive Officers’ compensation, evaluates the ~~Company~~Executive Officers’ performance in light of those goals and objectives, and has the ~~Bank. Reports concerning~~sole authority to determine the ~~Third Party Risk Management Program~~compensation of the Chair/CEO 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~~other Executive Officers. It considers risks related to succession planning and approves the Company’s ~~Succession Plan.~~succession plan. The Compensation Committee also considers risks related to the attraction and retention of critical ~~employees~~associates and risks relating to the Company’s incentive compensation programs and contractual employee


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arrangements. ~~In addition, the~~The Compensation Committee reviews compensation and benefit plans affecting ~~employees~~associates generally, in addition to those applicable to the NEOs. The Board has delegated management of certain employee benefits plans to the retirement committee comprised of key members of management. The Compensation Committee administers the Company’s Incentive-Based Compensation Recovery Policy (the “Clawback Policy”) and recommends Director compensation to the Board.

Nominating Committee.The Nominating Committee oversees the Board and Bank Board of Directors and related committee composition and Director succession planning. The Nominating Committee also provides a recommendation of Director independence to the Board of Directors.

~~The~~Risk Committee.In January 2024, the Nominating Committee recommended, and the Board approved, that the Bank’s ~~Compliance~~Enterprise Risk and Community Reinvestment Act Committee become a Board committee and be renamed the Risk Committee. The Risk Committee oversees and monitors the ~~consumer compliance~~Company’s and ~~community reinvestment activities of~~ the ~~Bank, including compliance with all applicable laws and regulations with respect to compliance and community reinvestment,~~Bank’s enterprise risk management practices and compliance ~~with all related orders and agreements entered into between the Bank or the Company and their respective board of directors with any regulatory supervisory agency. The Bank’s Compliance~~management program, including its compliance management system and Community Reinvestment ~~Committee also monitors~~Act, third-party management, insurance, and business continuity programs. In addition, the Bank’s Compliance Management Systems and is responsible for reviewing the Compliance Policy of the Bank annually. This Committee also monitors and oversees the activities of the Bank’s Compliance department including Community Reinvestment Act requirements and Bank Secrecy Act requirements. Craig A. Greenberg and Steven E. Trager, both Company directors, serve on the Bank’s Compliance and Community Reinvestment Committee.

The Company’s Board and the Bank’s Board also receive regular and timely reports from the IT Steering Committee. Management, Company directors and Bank directors serve on the IT Steering Committee. The IT SteeringRisk Committee assists the ~~Bank’s~~ Board of Directors with monitoring the ~~Bank’s IT plans, policies,~~Company’s management of information technology and ~~major expenditures, in addition to compliance with~~ information security risks and ~~technology~~oversight of the Company’s written information security plan and the reporting of the Company’s material risks from cybersecurity threats.

Bank Committees

Loan Committee. With respect to credit risk, loans are approved by Bank management and its Senior and Executive Loan Committees based on delegation set out in the Bank Board-approved Loan Policy. The Bank Board of Directors approves loans over thresholds set out in the Loan Policy. Interest rate risk management ~~requirements. Reports from~~is delegated to the ~~Information Security Officer about internal~~Interest Rate Risk and ~~external threats and cyber risks that could result in unauthorized disclosure, misuse, alteration, or destruction of data or information systems~~Asset-Liability Committees with reporting to the Bank Board. Legal lending limits are reviewed by the ~~Bank’s IT Steering~~Audit Committee on a quarterly basis. The Bank Board’s Loan Committee monitors its loan portfolio by reviewing matters such as portfolio growth and production, interest rate averages, and underwriting exceptions. The Bank Board Loan Committee also reviews classified assets and the allowance for credit losses calculation.

Trust Committee. The Bank Board’s Trust Committee oversees operations of the Trust Department to ensure proper exercise of the fiduciary powers of the Bank.

Key Areas of Risk Oversight as Analyzed by the Board’s and Bank Board’s Committees


28	Republic Bancorp, Inc.

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BANK BOARD’S COMMITTEES

	LOAN	TRUST
	◾ Credit risk ◾ Loan portfolio growth and production ◾ Classified assets and loan allowance for credit losses	◾ Trust Department operations

Committees of the ~~Company’s~~ Board of Directors

The ~~Company’s~~ Board has ~~three (3)~~ four (4)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, Nominating Committee, and Risk Committee, which, prior to January 2024, had been the ~~Nominating~~Bank Board’s Enterprise Risk and Community Reinvestment Act Committee. In accordance with SEC rules and NASDAQ listing standards, the Board, ~~has determined~~at the recommendation of the Nominating Committee, determines that each of the Board committee members on the Audit Committee, Compensation Committee, and Nominating Committee meets the definition of “independent director” and satisfies the SEC and NASDAQ listing standards for service on the Board committees on which each ~~serves.~~serve, including that at least one member of the Audit Committee is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. In making these determinations, the Nominating Committee and the Board ~~considered~~consider all relevant factors, including that Craig A. Greenberg was formerly 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 through June 30, 2017. Mr. Greenberg had an arrangement where he received 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 did not maintain an office at the firm, was not an equity holder in the firm, and was not salaried by the firm. factors.

Charters for each Company Board committee, as well as the Code of Conduct and Ethics Policy, are available on the Company’s website at www.republicbank.com. TheThe 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:~~committees as of March 15, 2024:

Audit Committee		Compensation Committee	Nominating Committee	Risk Committee
~~Audit Committee~~Timothy S. Huval	~~Compensation Committee~~	~~Nominating Committee~~Ernest W. Marshall, Jr.*	Heather V. Howell	Jennifer N. Green*
~~Craig A. Greenberg~~W. Patrick Mulloy, II	Craig A. Greenberg*	Craig A. Greenberg*George Nichols III	Ernest W. Marshall, Jr.	George Nichols III
Michael T. Rust	~~Susan Stout Tamme~~	~~Susan Stout Tamme~~
R. Wayne Stratton, CPA*	~~Mark A. Vogt~~	~~Mark A. Vogt~~

*~~Denotes Committee Chairperson~~

~~The~~ ~~Audit Committee~~ held eight (8) meetings during 2017. The Company’s Board of Directors has evaluated the credentials of and designated and appointed R. Wayne Stratton, CPA, as Chairman of the Audit Committee and as the “audit committee financial expert” as required by Section 407 of the Sarbanes-Oxley Act of 2002.

The Company’s Board of Directors adopted a written charter for the Audit Committee, which sets out the functions and responsibilities of the Audit Committee. As described in the charter, the Audit Committee, among other things, is directly responsible for the selection, oversight and compensation of the Company’s independent registered

public accounting firm. It is also responsible for the oversight of the accounting and financial reporting processes of the Company, audits of the financial statements and pre-approval of any non-audit services of the independent registered public accounting firm. The Audit Committee is responsible for making recommendations to the Company’s Board of Directors with respect to: the review and scope of audit arrangements; the independent registered public accounting firm’s suggestions for strengthening internal accounting controls; matters of concern to the Audit Committee, the independent registered public accounting firm, or management relating to the Company’s consolidated financial statements or other results of the annual audit; the review of internal accounting procedures and controls with the Company’s financial and accounting staff; the review of the activities and recommendations of the Internal Auditor and compliance auditors; and the review of the consolidated financial statements and other financial information published by the Company. Auditors for the Company are required to report directly to the Audit Committee. The Audit Committee is required to pre-approve all audit and permitted non-audit services provided by the Company’s independent registered public accounting firm.

The Audit Committee has recommended, and the Board of Directors has approved and adopted, a Code of Conduct and Ethics Policy that applies to all directors, officers and employees of the Company and the Bank, including the principal executive and financial officers, the controller and the principal accounting officer. The Company intends to post amendments to, or waivers from, its Code of Conduct and Ethics Policy, if any, that apply to the principal executive and financial officers, the controller or the principal accounting officer on its website. There were no amendments or waivers approved, granted or posted in 2017.

~~The~~ ~~Compensation Committee~~ held two (2) meetings during 2017. The Compensation Committee makes recommendations to the Company’s Board of Directors as to the amount and form of NEO compensation and option awards, if any. The Compensation Committee also reviews and approves the Company’s and the Bank’s Management Succession Plan on an annual basis. The Compensation Committee, in addition to other Bank committees, reviews 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 the Compensation Committee, the Board, the Company, nor its management utilized the services of an independent compensation consultant in 2017, 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.

~~The~~ ~~Nominating Committee~~ held one (1) meeting in 2017. In 2018, 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 nominees for 2018 served as Company directors during 2017. No candidates for director nominees for the 2018 Annual Meeting election of directors 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 2019 Annual Meeting properly put forth by shareholders. In accordance with Republic’s bylaws, shareholders should submit such nominations, if any, to the Company’s Secretary, at 601 West Market Street, Louisville, Kentucky 40202, along with the information required in the bylaws, no later than January 19, 2019. The Nominating Committee will consider candidates who have a strong record of community leadership in the Company’s and the Bank’s market. 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 banking 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, will also be strongly considered. The Company does not pay a third-party fee to assist in identifying and evaluating 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 the Company’s voting Common Stock was rejected. The “Trager Family Members” recommended all director nominees submitted to the Nominating Committee and the Company’s Board of Directors. No other shareholders submitted a recommendation for a director nominee for 2018.

All but one of the Company directors attended the 2017 Annual Meeting. All Company directors who are also the director nominees are requested to attend and are expected to attend the 2018 Annual Meeting.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The Compensation Committee, which is comprised of three independent Republic Bancorp, Inc. (“Company”) directors, is responsible for approving the compensation of the Company’s Named Executive Officers (“NEOs”) and NEO compensation policies. The Compensation Committee also recommends the appointment of the Company’s and Republic Bank & Trust Company’s (“Bank”) other Executive Officers (“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:


Named Executive Officer	~~Age~~	~~Company Office~~	~~Bank Office~~	Immediate Supervising Executive	~~Area of Management~~	Proposer of Compensation Package (1)
~~Steven E. Trager (CHAIR/CEO)~~	57	~~Chairman and Chief Executive Officer~~	~~Chairman and Chief Executive Officer~~	NA	~~Company and Bank~~	~~CHAIR/CEO~~
~~A. Scott Trager (PRES)~~	65	~~President and Vice Chairman~~	~~Vice Chairman~~	~~Chief Executive Officer~~	~~Company and Bank~~	~~CHAIR/CEO~~
~~William R. Nelson (PRES/RPG)~~	54	NA	~~President of Republic Processing Group~~	~~Chief Executive Officer~~	~~Republic Processing Group~~	~~CHAIR/CEO~~
~~Kevin D. Sipes (CFO)~~	46	~~Executive Vice President and Chief Financial Officer~~	~~Executive Vice President and Chief Financial Officer~~	~~Chief Executive Officer~~	~~Company and Bank~~	~~CHAIR/CEO~~
~~Juan M. Montano (EVP/CMBO)~~	48	NA	~~Executive Vice President and Chief Mortgage Banking Officer~~	~~Chief Financial Officer~~	~~Core Bank, Warehouse Lending Segment and Mortgage Banking Operations~~	~~CFO~~

~~NA–Not Applicable~~

~~(1)~~

~~All NEO compensation packages are subject to the discretion of the CHAIR/CEO of the Company and approval of the Compensation Committee.~~

In deciding to generally continue with the Company’s existing executive compensation practices, the Compensation Committee has considered that holders of approximately 99% of the votes cast on an advisory basis at the Company’s 2017 Annual Meeting of Shareholders approved the compensation of the Company’s NEOs.

~~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, 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” in accordance with generally accepted accounting principles (“GAAP”) adjusted for any extraordinary income or other non-recurring items as determined by the CHAIR/CEO. “Total Company GOP” as used herein includes the GOP of the Republic Processing Group (“RPG”) business operations, while “Core Bank GOP” is the Company’s GOP excluding the RPG business operations. As described below, two NEOs are evaluated based on the GOP of their individual operating units. Base salary and bonus compensation awards are discussed in more detail below. With respect to the NEOs, 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.

The Company’s Incentive Compensation Program, described below, is flexible in design and takes into account 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 applicable 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 at the time the Company’s budget was approved by the Board of Directors.

~~Compensation Elements.~~ The Company’s Compensation Program has three (3) principal components: Base Salary, the Incentive Compensation Program or Incentive Bonus Program, and the Stock Incentive Program. Base Salary compensation and the Company’s Incentive Bonus Program are annual programs. The Stock Incentive Program is not typically an annual program, but stock incentives may be awarded at any time during the year to some or all of the Company’s NEOs, subject to the recommendation of the CHAIR/CEO and the approval by the Compensation Committee and the Board of Directors.

In addition to the three components listed above, some NEOs, based on their respective participation, may be included in the Company’s Acquisition Bonus Program. The Company’s Acquisition Bonus Program provides for a bonus payout for the achievement of profit objectives based solely on the profitability of the Company’s acquisitions, as may be applicable. There were no awards under the Company’s Acquisition Bonus Program during 2017.

NEOs also participate in Company-wide employee benefit plans and typically are rewarded, as part of their base compensation, additional selected customary business-related perquisites such as, by way of examples, car allowances and country club memberships.

~~Purpose of the Company’s Compensation Elements.~~ The primary purpose of the Base Salary component of the Company’s Compensation Program is to provide base compensation for ordinary living expenses. The Company wants to provide its NEOs with a base salary that supports a reasonable lifestyle that is comparable to their high and visible standing in the community, one that supports the demands from the community given that standing and their community visibility and one that also provides reasonable compensation for the performance of their duties and responsibilities directly associated with their NEO status. As long as 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 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 compensation levels for 2017 and 2018. Going forward, the Compensation Committee will continue to make its determinations by using its collective judgment and by giving strong consideration to 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 were attained remains a primary consideration in all compensation decisions.

Bonus incentive goals, in terms of both incentive to be paid and GOP profit goals, are set at the beginning of the Company’s fiscal year (except for the PRES/RPG whose goals are set at mid-fiscal year) by the Compensation Committee and are used to provide the NEOs and EOs with incentives to improve both short-term and long-term Company performance. Stock compensation awards are also granted from time to time to provide the NEOs and EOs with incentives to maximize the Company’s GOP, as well as to provide retention incentives. Acquisition bonus awards are granted to incentivize NEOs, EOs and other Company associates to maximize Company earnings and to implement target integration components relating to acquisitions, such as timely and accurate system conversions, in order to maximize operational efficiencies associated with acquisitions.

~~Establishment of Compensation Levels.~~ The Company’s compensation elements are designed to be generally competitive with similar employment opportunities or positions in similarly sized companies in the metropolitan Louisville, Kentucky area. The Compensation Committee, however, does not rely on benchmarking to determine its compensation elements; rather, the Compensation Committee gives strong consideration and has not historically deviated from the recommendations of the CHAIR/CEO, whose recommendations are based upon his individual

judgment. The Compensation Committee annually reviews various peer data to determine if compensation levels are within reasonable ranges as compared to those benchmarks. In 2017 there were no compensation adjustments based on the various peer data reviewed. The Compensation Committee has not previously engaged a third-party executive compensation consultant and has no immediate plans to do so in the future.

The CHAIR/CEO makes specific executive compensation recommendations to the Compensation Committee on all NEO compensation elements, including his own. The CHAIR/CEO will recommend his own compensation, 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. The Compensation Committee or the CHAIR/CEO is authorized to make adjustments in the terms and conditions of, and the criteria included in, the Incentive Compensation Program in recognition of unusual or non-recurring events, including acquisitions and dispositions of businesses and assets affecting the Company, or the financial statements of the Company, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Compensation Committee’s or CHAIR/CEO’s assessment of the business strategy of the Company, economic and business conditions, personal performance of a particular NEO and any other circumstances deemed relevant.

As previously stated, the compensation of the NEOs is principally recommended by the CHAIR/CEO with consideration of the recommendations of the NEO’s immediate supervising executive. These recommendations, if reasonable in the subjective judgment of the Compensation Committee, are also normally and typically accepted and approved by the Compensation Committee and ultimately the Board of Directors without modification. All NEO base salary and incentive compensation is approved by the Board of Directors upon recommendation by the Compensation Committee.

~~The Company’s Incentive Compensation Program.~~ The Incentive Compensation Program is designed to reward those individuals who contribute through their own performance and their influence on others to achieve and exceed the Company’s financial goals, and to a lesser extent, other goals that target performance in areas required to run a successful banking operation. The incentive bonus compensation potential for the CHAIR/CEO and the CFO is tied to the Total Company GOP. The incentive bonus compensation potential of the PRES is tied to the Core Bank GOP. The Total Company GOP and Core Bank GOP objectives at the “Entry Level” for 2017 were $78.1 million and $53.5 million, respectively. The Total Company GOP and Core Bank GOP objectives at the “Maximum Level” were $84.1 million and $57.7 million, respectively. The RPG business operation’s GOP budgeted “Entry Level” objective for the 2017 measurement period was $24.5 million, with the “Maximum Level” set at $29.5 million. Unlike other NEOs, whose goals are based on the Company’s fiscal year of January 1 through December 31, the PRES/RPG has goals based on RPG’s seasonally based measurement period from July 1 of a given year through June 30 of the following year. The EVP/CMBO has multiple goals, including goals related to Core Bank GOP, Mortgage Banking Revenue and Warehouse Lending GOP.

NEO incentive compensation is tied principally, but not exclusively, to the degree actual Total Company GOP compares to the Entry Level and Maximum Level budget goals approved by the Board of Directors. The first level of financial performance, the “Entry Level” budget goal, typically results in a bonus award equal to 70% of the Maximum bonus potential award associated with it, as was the case in 2017. The higher “Maximum Level” budget goal, which, if achieved, usually results in the full NEO bonus potential being awarded. Bonus potentials for all NEOs are recommended by the CHAIR/CEO, including his own, and are subsequently routinely approved by the Compensation Committee and the Board of Directors. No incentive compensation adjustments were made to the Incentive Compensation Program in 2017 other than for the EVP/CMBO. See “Awards Under the Company’s Bonus Incentive Compensation Program” below.

The amount of incentive compensation or bonus actually awarded to the NEOs is determined by the Compensation Committee and the Board of Directors. The “Entry Level” and “Maximum Level” budget goals are 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 are not set so as to be impractical or impossible to achieve. For 2017, the NEO budget goals were designed to provide an incentive for the NEOs to achieve performance which meets or exceeds operating budgeted financial expectations. The Company’s budgeted 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” budget goals for incentive compensation purposes are not fully achieved.

By written agreement with each NEO, the incentive compensation 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 compensation paid for 2017 performance, the Compensation Committee deferred to the recommendations of the CHAIR/CEO regarding non-recurring items. There are potentially occasions when, based on the CHAIR/CEOs discretion and recommendation, 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. No such incentive bonuses were awarded in 2017 other than to the EVP/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 Incentive Compensation Program described above agree that during their employment or service with Republic and for a period of two years following the date of their termination of employment of service for whatever reason, they will not (i) solicit or divert or attempt to divert from Republic or its affiliates, any customer’s 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.

The Compensation Committee also considered and determined that the Company’s Incentive Compensation Program for all employees follows reasonable best practices as outlined in the Consumer Financial Protection Bureau Guidance, Bulletin 2016-03, regarding Incentive Compensation. Managers responsible for ensuring that risks are addressed in the bonus plans themselves were provided with information from the guidance. As part of the approval process for incentive compensation plans, managers must:

~~document monitoring of compliance with the plan. If there is no monitoring plan, the incentive or bonus plan will not be approved by the Human Resources (“HR”) Staffing Committee;~~

~~include definitions of terms such as “account” and “activity,” at a minimum, when those terms are used for incentive purposes; and,~~

~~obtain review and approval of plans by the HR Staffing Committee. The HR Staffing Committee documents review and approval of plans.~~

The HR Staffing Committee reviews the Bank’s applicable regulatory policy statements to ensure that the bonus agreements are not in conflict with the policies. This is the responsibility of the managers who are responsible for the policies and related products. The Bank’s Legal Department reviews the Bank’s Mission Statement to ensure that the bonus agreements are not in conflict with the Mission Statement and are congruent with the Bank’s Strategic Plan. This is included in the Human Resources report to the Compensation Committee along with Internal Audit reports reviewed and received by the Audit Committee relative to the Company’s Incentive Compensation plans.

~~Awards Under the Company’s Base Salary Compensation Program.~~ Upon the recommendation of the CHAIR/CEO, the Compensation Committee approved the salaries for the NEOs for 2017 along with their respective percentage increases over the prior year as shown in the table below. All NEO Base Salary increases for 2017, except

~~the PRES/RPG, were effective December 22, 2016. The increase for the PRES/RPG was effective July 3, 2017.~~

NEO

2017 Salary

Approximate % Increase Over Prior Year
CHAIR/CEO

$
376,502

1.3%
PRES

$
372,000

1.3%
PRES/RPG

$
300,148

4.7%
CFO

$
326,730

4.0%
EVP/CMBO

$
300,000

5.0%

Upon the recommendation of the CHAIR/CEO, the Compensation Committee approved the salaries for the NEOs for 2018, along with their respective percentage increases over the prior year as shown in the table below. All NEOs, except the PRES/RPG, who is on a different review schedule, received a Base Salary increase based on 2017 performance and other competitive factors. All Base Salary increases, except the PRES/RPG, were effective January 15, 2018. The annualized Base Salary for the PRES/RPG remains unchanged at $300,148 as of January 1, 2018, but the PRES/RPG will be evaluated in mid-year 2018, primarily based on the performance of the RPG business operations during the first quarter of 2018.

NEO

2018 Salary

Approximate % Increase Over Prior Year
CHAIR/CEO

$
382,500

1.6%
PRES

$
372,000

0.0%
PRES/RPG

$
300,148

N/A
CFO

$
333,700

2.1%
EVP/CMBO

$
309,000

3.0%

~~Awards Under the Company’s Bonus Incentive Compensation Program.~~ The maximum bonus incentive potential of the NEOs for 2017 is listed in the table below under the heading Incentive Payout Potential. Actual GOP results for 2017 for the Total Company, Core Bank and RPG were $78.4 million, $56.5 million and $21.5 million, respectively. Total Company GOP and Core Bank GOP are for the twelve months ended December 31, 2017, while the GOP for the RPG business operations is for the twelve months ended June 30, 2017. Awards for the NEOs and related factors are outlined in the table below:

Named Executive
Officer

Performance
Criteria

Entry Level Goal

Maximum Level Goal

Incentive Payout
Potential (2)

Percent of
Total Payout Potential Awarded

Incentive
Payout
Award
Steven E. Trager

Total Company GOP

Achieved

Not Achieved

$
185,000

70%

$
129,500
(CHAIR/CEO)

A. Scott Trager

Core Bank GOP

Achieved

Not Achieved

$
175,000

80%

$
140,000
(PRES)

William R. Nelson

RPG GOP

Achieved

Achieved

$
200,000

100%

$
200,000
(PRES/RPG)

Kevin D. Sipes

Total Company GOP

Achieved

Not Achieved

$
125,000

70%

$
87,500
(CFO)

Juan M. Montano

1. Core Bank GOP (1)

Achieved

Not Achieved

$
22,000

80%

$
17,600
(EVP/CMBO)

2. Warehouse Lending (1)

Achieved

Not Achieved

$
66,000

67%

$
44,000

3. Mortgage/Internet Lending (1)

Not Achieved

Not Achieved

$
44,000

0%

$
—

4. Additional Bonus (1)

N/A

N/A

N/A

N/A

$
23,400

~~(1)~~

The EVP/CMBO had three different incentive compensation goals, with each goal comprising a portion of his overall maximum incentive compensation potential. The first goal was achievement of Core Bank Entry and Maximum budget goals, with Entry and Maximum Level potential payouts of $15,400 and $22,000, respectively. The second goal was the Company’s Warehouse Lending segment’s achievement of certain GOP goals. The third goal, relating to the Company’s Mortgage Lending division, was the achievement of budgeted mortgage banking revenue of $6.5 million at the Entry Level with a potential payout of $30,800 and of $8.0 million at the Maximum Level with a potential payout of $44,000. The EVP/CMBO was awarded total non-equity incentive compensation of $61,600 for 2017, which constituted an increase over his potential stated incentive compensation achievement level; however, the level of incentive compensation awarded was below his Maximum potential incentive compensation award. The EVP/CMBO had multiple areas of responsibility including Mortgage Lending, Warehouse Lending and Correspondent Lending. Two of the areas exceeded Entry Level budgeted expectations and contributed significantly to the Company’s overall GOP in 2017 and a significant mortgage origination system conversion was achieved in 2017. As a result, the EVP/CMBO was awarded additional bonus compensation of $23,400 over his realized incentive compensation relative to his goal achievement.

~~(2)~~

Maximum bonus potentials for the NEOs remain unchanged for 2018 for the CHAIR/CEO, the PRES and the CFO. The 2018 maximum bonus potential for the EVP/CMBO increased to $275,000 and the maximum bonus potential for the PRES/RPG increased to $240,000. All NEOs except the PRES/RPG must remain an employee in good standing as of March 15, 2018 in order to receive any incentive compensation for 2017 performance. The PRES/RPG must remain an employee in good standing as of August 3, 2018 to receive incentive compensation for the 2017/2018 evaluation period.

~~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 reward 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 combination of, or a specified increase in, any of the foregoing. Where applicable, the performance targets may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, all as determined by the Compensation Committee. The performance targets may include a threshold level of performance below which no payment will be made, levels of performance at which specified payments will be made, and a maximum level of performance above which no additional payment will be made. Each performance target shall be determined in accordance with GAAP, if applicable, and shall be subject to certification by the Compensation Committee provided that the Compensation Committee shall have the authority to adjust such targets in recognition of extraordinary items or other items that may not be infrequent or unusual but which may have inconsistent effects on performance.

The Acquisition Bonus Plan is administered by the Compensation Committee. The Compensation Committee has delegated to the CHAIR/CEO of the Company the authority, subject to such terms as the Compensation Committee shall determine, to perform such functions, including administrative functions, except that the Compensation Committee may not delegate authority to an officer or employee to grant a bonus award or otherwise make determinations with respect to the officer or employee to whom the authority is delegated.

Unless otherwise specifically determined by the Compensation Committee or the CHAIR/CEO, an acquisition bonus incentive award is deemed earned and vested only with respect to a participant who remains employed at the Company and is in good standing at the time of the determination. However, under certain special conditions, this requirement may be subject to waiver by the CHAIR/CEO.

~~There were no awards under the Acquisition Bonus Plan during 2017.~~

~~The Company’s Stock Incentive Plan.~~ The Company’s primary form of equity-based incentive compensation has historically been stock option and stock grant awards. This form of compensation was historically used by the Company due to previously favorable accounting and tax treatment. Stock option awards are also granted by the Company’s competitors and the Compensation Committee believes stock option 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, 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 for a two (2) year prohibition, following the termination of employment of an equity-based incentive recipient, on the solicitation of any customer of the Company or the recruitment and hiring of any Company associate. The Company’s equity-based incentive agreement also has confidentiality requirements which act to protect the Company’s proprietary information. A violation of those provisions allows the Company to require 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.

Overall Company stock performance is not a component of evaluation for the purpose 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 Compensation Committee’s view, 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 capital 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 long-term soundness and sustainability of the Company’s operations and, thus, its long-term profit potential. All of these factors are taken into account by the Compensation Committee in its subjective annual evaluation process and deliberations.

Any equity stock incentives for NEOs are typically recommended to the Compensation Committee by the CHAIR/CEO. In choosing the date for the grant of equity stock incentives, the Compensation Committee gives 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.

~~There were no awards under the Stock Incentive Plan during 2017.~~

~~Post-Employment Benefits.~~ ~~As described under the heading “Post-Employment Compensation~~” elsewhere in this proxy statement, the Company has entered into Officer Compensation Continuation Agreements with each of the NEOs who served in that capacity during 2017, with the exception of the PRES/RPG and the EVP/CMBO. As described herein, the Officer Compensation Continuation Agreements provide for the payment to an NEO terminated following a change in control equal to up to 24 months of the NEO’s base salary and benefits. The Company deems the agreements necessary for the maintenance of sound management and essential to protecting the best interests of the Company and its shareholders. The agreements are intended to encourage the NEOs to remain in the employment of the Company and to continue to perform their assigned duties without distraction in the face of potentially disruptive events that would normally surround a Company change in control. Potential payments and benefits under these arrangements have no bearing on the Compensation Committee’s deliberations regarding all other compensation elements. The Company has modified these agreements to conform them to changes in law under Section 409A of the Internal Revenue Code of 1986, as amended.

~~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, Chairman~~

Susan Stout Tamme

W. Kennett Oyler, III

Mark A. Vogt, CPA*

Mark A. Vogt

~~DIRECTOR COMPENSATION~~Mark A. Vogt*

~~From January~~Logan M. Pichel

Vidya Ravichandran

* Denotes Committee Chair


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Audit Committee	2023 Meetings: 13


Chair:	Other Members:
Mark A. Vogt, CPA	Timothy S. Huval	W. Patrick Mulloy, II	Michael T. Rust

The Audit Committee held thirteen (13) meetings during 2023. The Board evaluated the credentials of and designated and appointed Mark A. Vogt, CPA, as Chair of the Audit Committee and as the “audit committee financial expert” as required by Section407 of the Sarbanes-Oxley Act of 2002. The Board adopted a written charter for the Audit Committee, which sets out the following functions and responsibilities of the Audit Committee. The Audit Committee charter is located at www.republicbank.com.

As described in the Audit Committee charter, the Audit Committee, among other things, is directly responsible for the selection, oversight, and compensation of the Company’s independent registered public accounting firm. It is also responsible for the oversight of the accounting and financial reporting processes of the Company, audits of the financial statements, and pre-approval of any non-audit services of the independent registered public accounting firm. The Audit Committee is responsible for making recommendations to the Board of Directors with respect to: the review and scope of audit arrangements; the independent registered public accounting firm’s suggestions for strengthening internal accounting controls; matters of concern to the Audit Committee, the independent registered public accounting firm, or management relating to the Company’s consolidated financial statements or other results of the annual audit; the review of internal accounting procedures and controls with the Company’s financial and accounting staff; the review of the activities and recommendations of the Company’s director of internal audit; and the review of the consolidated financial statements and other financial information published by the Company. The independent auditors for the Company are required to report directly to the Audit Committee. The Audit Committee is required to pre-approve all audit and permitted non-audit services provided by the Company’s independent registered public accounting firm.

The Audit Committee has recommended, and the Board of Directors has approved and adopted, a Code of Conduct and Ethics Policy that applies to all Directors, Executive Officers, and employees of the Company and the Bank. The Company intends to post on its website, www.republicbank.com, any amendments to, or waivers from, its Code of Conduct and Ethics Policy for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.


Compensation Committee	2023 Meetings: 3


Chair:	Other Members:
Ernest W. Marshall, Jr.	George Nichols III	Susan Stout Tamme	Mark A. Vogt

The Compensation Committee held three (3)meetings during 2023. The Board adopted a written charter for the Compensation Committee, which sets out the following functions and responsibilities of the Compensation Committee. The Compensation Committee charter is located at www.republicbank.com.

At least annually, the Compensation Committee reviews and approves the compensation of the Executive Officers, including annual base salaries, short- and long-term (including cash-based and equity-based) incentive awards and opportunities, and perquisites or other personal benefits; corporate goals and objectives relevant to the Chair/CEO and Executive Officers’ compensation; evaluates the Chair/CEO and Executive Officers’ performance in light of those goals and objectives; and determines and approves the Chair/CEO and Executive Officers’ overall compensation levels based on this evaluation. Periodically, the Compensation Committee reviews and approves the succession plan for the Chair/CEO and the CEO/Bank; Executive Officer employment and severance arrangements; and Executive Officer change-in-control severance agreements and change-in-control provisions that affect any elements of Executive Officers’ compensation, benefits, and perquisites, and any special or supplemental compensation and benefits. The Compensation Committee also reviews and makes recommendations to the Board with respect to Director compensation.


30	Republic Bancorp, Inc.

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The Compensation Committee performs the following compliance and governance functions: reviews all relevant disclosures required for this proxy statement; considers advisory votes on NEO compensation and the frequency of such votes; oversees the Company’s incentive compensation arrangements for all employees; determines, along with the Board, stock ownership guidelines for certain Executive Officers; and administers the Clawback Policy ensuring that the Clawback Policy complies with all applicable rules and regulations, consulting with the Audit Committee of the Board or the Company’s Chief Financial Officer, as applicable, in order to properly administer the Clawback Policy.


Nominating Committee	2023 Meetings: 1 ~~2017 until~~


Chair:	Other Members:
Mark A. Vogt	Heather V. Howell	Ernest W. Marshall, Jr.	Susan Stout Tamme

The Nominating Committee held one (1)meeting in 2023. The Board adopted a written charter for the Nominating Committee, which sets out the following functions and responsibilities of the Nominating Committee. The Nominating Committee charter is located at www.republicbank.com.

The Nominating Committee identifies, reviews, and selects potential director nominees for election to the Board, which reflect, at a minimum, all applicable laws, rules, regulations, and NASDAQ listing standards. The Nominating Committee considers candidates who have a strong record of community leadership in the Company’s and the Bank’s 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 bank 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 is also considered, although the Company does not have a formal diversity policy. Recommendations of the Trager Family Members as well as prior service and performance as a Director will also be strongly considered.

The Company does not pay a third party to assist in identifying and evaluating 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.

The Nominating Committee annually reviews and makes recommendations to the Board regarding the composition, size, and structure of the Board’s committees, including the creation of additional committees or elimination of existing committees and annually recommends to the Board the members (including specified committee chairs) of each of the Board’s committees. The Nominating Committee also recommends to the Board Director independence and Director Nominees to fill vacancies and newly created directorships on the Board, as necessary.


Risk Committee	2023 Meetings: 6


Chair:	Other Members:
Jennifer N. Green	George Nichols III	W. Kennett Oyler, III	Logan M. Pichel	Vidya Ravichandran

The Risk Committee, formerly the Bank Board’s Enterprise Risk and Community Reinvestment Act Committee prior to January 24, 2024, had six (6) meetings during 2023. The Board adopted a written charter for the Risk Committee, which sets out the following functions and responsibilities of the Risk Committee. The Risk Committee charter is located at www.republicbank.com.


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The Risk Committee oversees the Company’s and Bank’s enterprise risks including, but not limited to, reviewing senior management’s establishment and operation of the Company’s and Bank’s enterprise risk framework; the effectiveness of policies, procedures, processes, and systems for identifying, measuring, monitoring, mitigating, and controlling enterprise risks; the adequacy of insurance coverages; risks related to information security and cybersecurity as well as the steps taken by management to assess and mitigate such risks; the Company’s and Bank’s management of information technology and information security risks, including compliance with all applicable laws and regulations with respect to technology risk; the reporting of the Company’s material risks from cybersecurity threats, management’s process to monitor, detect, mitigate, and remediate cybersecurity incidents, and the Company’s disclosure of any cybersecurity incident deemed material as required by the SEC or any other governmental authority, as applicable; the effectiveness of management in communicating, training, and administering the Company’s risk culture across the Company; corrective actions taken by the Company’s senior management related to deficiencies identified in the Company’s risk monitoring infrastructure; and risks related to Company activities, legal and compliance, human resources, and operations, other emerging risks and management’s policies and controls of such risks.

The Risk Committee oversees the Company’s and Bank’s compliance with laws and regulations including reviewing with the Chief Risk Officer of the Bank, other members of senior management, the independent auditor, and legal counsel, as appropriate, significant regulatory and other published reports regarding the Company or the Bank and any threatened or pending material regulatory or legal actions against the Company or the Bank; compliance and community reinvestment activity of the Bank; compliance with any and all orders or agreements entered into between the Board, the Bank, or the Bank Board of Directors, and any of the Bank’s regulatory supervision agencies; and the activities of the Bank’s Compliance Department, including management of the Compliance Management System.


32	Republic Bancorp, Inc.

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DIRECTOR COMPENSATION

For 2023, non-employee Directors of the Company and the Bank received an annual stock retainer of approximately $25,000 (based on whole share value), cash fees of $4,000 for each Board meeting attended (unless the Director attends four (4) or fewer Board meetings in person, in which case the Director would receive $2,000 for each meeting virtually attended thereafter), and cash fees of $1,000 for each Board committee meeting attended, whether attended virtually or in person. On occasion, brief, typically single-issue meetings are held for which there is no compensation. The Board committee chairs received an annual committee chair retainer cash fee of $10,000 for each committee chaired.

At its May17, 2023 meeting, the Board approved that the 2023 annual stock retainers for the Directors and Committee Chairs would be determined by using the Company’s closing stock price on that day, which resulted in each Director being awarded 613 shares of ClassA Common Stock.

Non-employee Directors have the option of allocating their stock awards and fees into the Non-Employee Director and Key Employee Deferred Compensation Plan. Amounts deferred in the Non-Employee Director and Key Employee Deferred Compensation Plan are invested in ClassA Common Stock. Cash dividend equivalents with respect to deferred amounts were converted into stock equivalents on a quarterly basis during 2023. The Company does not make matching contributions for amounts deferred by the Directors. Compensation paid or deferred to Directors of Republic during 2023 for services as a Director of Republic, including amounts paid in 2023 for 2023 committee chair retainers, were as follows:



(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in
					Pension Value
					and Non-
	Fees				Qualified
	Earned	Stock		Non-Equity	Deferred	All Other
	or Paid in	Awards	Option	Incentive Plan	Compensation	Compensation
	Cash⁽²⁾	^(2, 3)	Awards	Compensation	Earnings	⁽⁴⁾	Total
Name⁽¹⁾	($)	($)	($)	($)	($)	($)	($)

David P. Feaster	30,000	24,998	—	—	—	70,144	125,142
Jennifer N. Green	34,000	24,998	—	—	—	—	58,998
Heather V. Howell	25,000	24,998	—	—	—	—	49,998
Timothy S. Huval	36,000	24,998	—	—	—	—	60,998
Ernest W. Marshall, Jr.	38,000	24,998	—	—	—	—	62,998
W. Patrick Mulloy, II	40,000	24,998	—	—	—	—	64,998
George Nichols III	41,000	24,998	—	—	—	—	65,998
W. Kennett Oyler, III	30,000	24,998	—	—	—	—	54,998
Vidya Ravichandran	11,000	24,998	—	—	—	—	35,998
Michael T. Rust	37,000	24,998	—	—	—	—	61,998
Susan Stout Tamme	44,000	24,998	—	—	—	—	68,998
Mark A. Vogt	56,000	24,998	—	—	—	—	80,998

(1)

Steven E. Trager, A. Scott Trager, Logan M. Pichel, and Andrew Trager-Kusman, who served as Directors in 2023, are not included in this table as they are Executive Officers and received no additional compensation for their services as Directors. The compensation received by Steven E. Trager and Logan M. Pichel is included in the ~~regularly scheduled March 15, 2017 board meeting, non-employee directors of the Company and the Bank received fees of $2,000 for each board meeting attended~~"Summary Compensation Table."


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(2)

Of these stock awards and fees, ~~ranging from $375 to $750, based on~~ the ~~particular committee,~~Directors deferred the entire amount earned, except for each committee meeting attended. For committee meetings held after the March 15, 2017 board meeting, non-employee directors of the Company and the Bank received fees of $2,000 for each board meeting attended and fees ranging from $500 to $750, based on the particular committee, for each committee meeting attended. The Committee chairperson(1)Jennifer N. Green who was paid ~~a fee of $1,000 to $1,500 per committee meeting attended. In addition, all Company~~$34,000 in cash with the balance being deferred, (2)Timothy S. Huval who was paid $36,000 in cash with the balance being deferred, (3)Ernest W. Marshall,Jr. who was paid $3,700 in cash with the balance being deferred, and ~~Bank non-employee directors were awarded 200~~(4)W. Kennett Oyler,III who was paid $30,000 in cash with the balance being deferred.

(3)

Reflects 613 shares of ClassA Common Stock ~~each following~~awarded in 2023. Amounts shown represent the ~~March 2017 regularly scheduled board meeting.~~

~~On occasion, brief, typically single-issue telephonic meetings are held for which there is no compensation. Non-employee directors have~~aggregate grant date fair values computed in accordance with FASB ASC Topic 718. For a discussion of the ~~option~~assumptions used in determining these values, see Note17 of ~~allocating their fees into a Director Deferred Compensation Plan. Amounts deferred~~the financial statements in the Director Deferred Compensation Plan are deemed to be invested in Class A Common Stock. Cash dividend equivalents with respect to deferred amounts are accumulated and converted into stock equivalentsCompany’s Annual Report on ~~a quarterly basis. Compensation paid or deferred to directors of Republic during 2017 for services as a director of Republic were as follows:~~

~~2017 DIRECTOR SUMMARY COMPENSATION TABLE~~

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)


Fees
Earned
or Paid in
Cash (2)

Stock
Awards

Option
Awards

Non-Equity Incentive Plan
Compensation

Change in Pension Value and Non-Qualified Deferred
Compensation
Earnings

All Other
Compensation

Total

Name (1)

($)

($)

($)

($)

($)

($)

($)

Craig A. Greenberg

17,100

6,820

—

—

—

—

23,920

Michael T. Rust

17,250

6,820

—

—

—

—

24,070

R. Wayne Stratton

24,875

6,820

—

—

—

—

31,695

Susan Stout Tamme

14,325

6,820

—

—

—

—

21,145

Mark A. Vogt

12,950

6,820

—

—

—

—

19,770

~~(1)~~

Steven E. Trager and A. Scott Trager, who served as directors in 2017, are not included in this table as they received no additional compensation for their services as directors. The compensation received by these individuals is included in the "~~Summary Compensation Table~~."

~~(2)~~

~~Of these fees, the directors deferred the entire amount of their fees earned, except for R. Wayne Stratton who was paid $12,438 in cash with the balance being deferred.~~

~~CERTAIN INFORMATION AS TO MANAGEMENT~~

~~The following table contains information concerning the compensation received by Republic’s CHAIR/CEO, its CFO and its other three most highly compensated EOs~~Form10-K for the fiscal year ended December 31, ~~2017:~~2023 (the “2023 10-K”).

(4)

Amount reflects monthly $5,000 payments, along with expenses and monthly dues to a Florida country club for consulting services.


34	Republic Bancorp, Inc.

Table of Contents

EXECUTIVE OFFICERS

Set forth below is information about the Executive Officers, other than Steven E. Trager, A. Scott Trager, Logan M. Pichel, and Andrew Trager-Kusman, each of whom is also a Director Nominee and discussed above.


Christy A. Ames	Age: 51
Position with the Company and the Bank: Secretary of the Company and the Bank; EVP, General Counsel

Christy A. Ames has served as the Secretary for the Company and the Bank and the Bank’s General Counsel since joining the Company in January 2018.


Pedro Bryant	Age: 62
Position with the Bank: EVP, Senior Business Development Executive

Pedro Bryant began serving as Senior Business Development Executive in January 2023. Mr. Bryant joined the Bank in July 2020 serving as Managing Director of Community Lending. Prior to joining the Bank, Mr. Bryant served from 2002 to 2020 as President and CEO of Metro Bank, a Louisville-based community development bank.


Steven E. DeWeese	Age: 55
Position with the Bank: EVP, Managing Director of Commercial and Private Banking

Steven E. DeWeese has served as the Bank’s Managing Director of Commercial and Private Banking since 2019. Mr. DeWeese joined the Bank in 1990 serving in various business development and retail banking positions.


Juan M. Montano	Age: 54
Position with the Bank: EVP, Chief Mortgage Banking Officer

Juan M. Montano has served as the Bank’s Chief Mortgage Banking Officer since 2018. Mr. Montano joined the Bank in 2009 serving in various mortgage and finance positions.


William R. Nelson	Age: 60
Position with the Bank: President of RPG

William R. Nelson has served as President of RPG since joining the Bank in 2007.


Anthony T. Powell	Age: 56
Position with the Bank: EVP, Chief Credit Officer

Anthony T. Powell has served as the Bank’s Chief Lending Officer since 2017. Mr. Powell joined the Bank in 1999 serving in various lending, credit, and retail banking positions.


John T. Rippy	Age: 63
Position with the Bank: Assistant Secretary of the Company and the Bank; EVP, Chief Risk Officer

John T. Rippy has served as Chief Risk Officer of the Bank since 2018. Mr. Rippy joined the Bank in 2005 serving previously as the Risk Management Officer and Chief Legal and Compliance Officer.


2024 PROXY STATEMENT	35

Table of Contents


Kevin D. Sipes	Age: 52
Position with the Bank: EVP, CFO, and Chief Accounting Officer of the Company and Bank

Kevin D. Sipes has served as Treasurer of the Company and Bank since 2002 and CFO of the Company and Bank since 2000. Mr. Sipes joined the Bank in 1995 serving in various accounting and finance positions.


JeffREY A. Starke	Age: 46
Position with the Bank: EVP, Chief Information and Operating Officer

Jeffrey A. Starke has served as the Bank’s Chief Information Officer since joining the Bank in 2021. Previously, Mr. Starke held various technical and operational roles in the financial services industry for over 20 years.


Margaret S. Wendler	Age: 69
Position with the Bank: EVP, Chief Human Resources Officer

Margaret S. Wendler has served as the Bank’s Chief Human Resources Officer since 2019. Ms. Wendler joined the Bank in 1996 serving in training positions and human resource positions since 2005.


36	Republic Bancorp, Inc.

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee, which is comprised of four (4) Independent Directors, is responsible for approving the compensation of the NEOs and NEO compensation policies. The Compensation Committee’s determinations are routinely subsequently approved by the Board and the Bank Board of Directors without change. The Company does not separately compensate the NEOs, all of whom are Executive Officers of the Bank and are compensated directly by the Bank for their services.

Following is a list of the Company’s 2023 NEOs along with other pertinent information as of December 31, 2023:

Named Executive
Officer
Age

~~2017 SUMMARY COMPENSATION TABLE~~

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Name and Principal



Salary

Bonus

Stock
Awards (1)

Option
Awards (1)

Non-Equity
Incentive Plan
Compensation (2)

Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings

All Other
Compensation (3)

Total

Position

Year

($)

($)

($)

($)

($)

($)

($)

($)

Steven E. Trager,

2017

376,502

—

—

—

129,500

—

39,523

545,525

Chairman, CEO

2016

371,502

—

—

—

92,500

—

40,716

504,718

2015

368,502

—

—

—

92,500

—

37,331

498,333

A. Scott Trager,

2017

372,000

—

—

—

140,000

—

38,101

550,101

Vice Chairman and President

2016

367,000

—

—

—

87,500

—

39,459

493,959

2015

364,000

—

—

134,585

87,500

—

35,858

621,943

William R. Nelson,

2017

286,241

—

—

—

200,000

—

13,190

499,431

President of RPG

2016

285,041

—

—

—

175,000

—

14,614

474,655

2015

277,887

—

—

134,585

52,500

—

11,302

476,274

Kevin D. Sipes,

2017

326,730

—

—

—

87,500

—

23,648

437,878

EVP, CFO

2016

314,150

—

—

—

62,500

—

25,072

401,722

2015

305,000

—

—

134,585

62,500

—

21,760

523,845

Juan M. Montano

2017

300,000

23,400

—

—

61,600

—

13,190

398,190

EVP/CMBO

2016

285,000

—

—

—

85,000

—

14,614

384,614

2015

250,000

—

62,975

260,535

80,000

—

11,302

664,812

~~(1)~~

Amounts shown represent the aggregate grant date fair values computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in determining these values, see Note 17 to our 2017 financial statements.

~~(2)~~

The amounts in column (g) reflect incentive compensation earned during the year and paid on the Company’s following March incentive payout date for achievement of Company and Bank goals, except for the PRES/RPG whose incentive compensation was paid in the year listed.

Steven E. Trager
(Chair/CEO)
63

Logan M. Pichel
(CEO/Bank)
59

Kevin D. Sipes
(CFO)
52

William R. Nelson
(President of
RPG (“Pres/RPG”))
60

Jeffrey A. Starke
(Chief Information and
Operating Officer (“CIOO”))
46

Company
Office

~~(3)~~

~~For 2017, the amounts in column (i) include the following:~~

Executive Chair and Chief Executive Officer

Not Applicable

Chief Financial Officer

Not Applicable

Bank Office

Executive Chair

President and Chief Executive Officer

Executive Vice President and Chief Financial Officer

President of RPG

Executive Vice President and Chief Information and Operating Officer

Immediate Supervising Executive

Not Applicable

Chair/CEO

CEO/Bank

Chair/CEO

CEO/Bank

Area of Management

Company and Bank

Bank

Company and Bank

RPG

Bank

Proposer of 2023 Compensation Package

Chair/CEO

Chair/CEO and CEO/Bank

Chair/CEO

Chair/CEO and CEO/Bank

401(k) Matching
Contributions

Life Insurance
Policies

Club
Memberships

Auto Allowance or
Personal Use of
Company Owned
Vehicles

Total
Name

($)

($)

($)

($)

($)
Steven E. Trager

12,488

1,560

15,875

9,600

39,523
A. Scott Trager

12,488

1,560

14,453

9,600

38,101
William R. Nelson

12,488

702

—

—

13,190
Kevin D. Sipes

12,488

1,560

—

9,600

23,648
Juan M. Montano

12,488

702

—

—

13,190

2024 PROXY STATEMENT

Table of Contents

		Objectives of the Company’s Compensation Program.
		Objectives of the Company’s Compensation Program.
	The philosophy of the Company’s Compensation Program is to establish and maintain suitable financial compensation and 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. The Company’s Compensation Program also seeks to properly incentivize certain NEOs in the primary areas of loan and deposit growth, loan loss control, risk management, regulatory control, customer service, product development, and operations. We believe that the objectives of the Company’s Compensation Program are reflected in what we do and do not do in terms of pay policies and practices.

		20
	What we do			what we do not do

●

Desi

●

~~2017 PAY RATIO DISCLOSURE~~

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Change in Pension

Value and

Non-Qualified

Non-Equity

Deferred

Stock

Option

Incentive Plan

Compensation

All Other

Name and Principal

Salary

Bonus

Awards

Awards

Compensation (1)

Earnings

Compensation (2)

Total
Position

Year

($)

($)

($)

($)

($)

($)

($)

($)

Steven E. Trager,

2017

376,502

—

—

—

129,500

—

39,523

545,525
Chairman and CEO

Median Employee

2017

44,344

—

—

—

—

—

1,026

45,370

~~(1)~~

~~The amounts in column (g) reflect incentive compensation earned during the year and paid on the Company’s following March incentive payout date for achievement of Company and Bank goals.~~

~~(2)~~

~~The amounts in column (i) include the following:~~

Auto Allowance or

Personal Use of

401(k) Matching

Life Insurance

Club

Company Owned

Contributions

Policies

Memberships

Vehicles

Total
Name

($)

($)

($)

($)

($)

Steven E. Trager

12,488

1,560

15,875

9,600

39,523
Median Employee

887

139

—

—

1,026

In determining the median employee compensation, the Company calculated the total compensation (year to date as of December 22, 2017) for all active employees, removed the CHAIR/CEO, and then determined the median employee. The CHAIR/CEO’s total annual compensation is approximately twelve (12) times larger than the median employee’s annual total compensation.

●

~~GRANTS OF PLAN BASED AWARDS DURING 2017~~

All Other

All Other

Stock

Option

Awards:

Awards:

Number of

Number of

Exercise or

Full Grant

Shares of

Securities

Base Price

Date Fair

Estimated Future Payouts Under Non-

Estimated Future Payouts Under Equity

Stock or

Underlying

of Option

Value of

Name

Grant Date

Grant Type

Equity Incentive Plan Awards

Incentive Plan Awards

Units

Options

Awards

Awards

Threshold

Target

Maximum

Threshold

Target

Maximum








($)

($)

($)

($)

($)

($)

(#)

(#)

($/sh)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Steven E. Trager

2/1/2017

Annual Incentive

(1)

129,500

185,000

—

—

—

—

—

—

—

A. Scott Trager

2/1/2017

Annual Incentive

(1)

122,500

175,000

—

—

—

—

—

—

—

William R. Nelson

7/1/2017

Annual Incentive

(1)

140,000

240,000

—

—

—

—

—

—

—

Kevin D. Sipes

2/1/2017

Annual Incentive

(1)

87,500

125,000

—

—

—

—

—

—

—

Juan M. Montano

2/1/2017

Annual Incentive

(1)

15,400

22,000

—

—

—

—

—

—

—

Juan M. Montano

2/1/2017

Annual Incentive

(1)

30,800

44,000

—

—

—

—

—

—

—

Juan M. Montano

2/1/2017

Annual Incentive

(1)

22,000

66,000

—

—

—

—

—

—

—

~~(1)~~

Represents target and maximum payout levels for awards granted under the NEO Incentive Compensation Program for 2017 performance, except for the 07/01/2017 award for William R. Nelson which is for the 2018 measurement period. The potential payouts are performance-driven and therefore completely at-risk. The performance goals and target payout under the Program for each NEO are described in the Compensation Discussion and Analysis. The actual amount of incentive compensation earned by each NEO is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table for the year in which it was earned. Additional information regarding the design of the NEO Incentive Compensation Program is included in the Compensation Discussion and Analysis.

~~OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017~~

Option Awards

Stock Awards
(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Equity

Equity

Incentive Plan

Number

Incentive Plan

Awards:

Equity Incentive

of Shares

Awards:

Market or

Number of

Plan Awards:

or Units

Market

Number of

Payout Value

Securities

Number of

Number of

of Stock

Value of

Unearned

of Unearned

Underlying

Securities

Securities

That

Shares or

Shares, Units

Shares, Units

Unexercised

Underlying

Underlying

Option

Have

Units of

or Other

or Other

Options

Unexercised

Unexercised

Exercise

Option

Not

Stock That

Rights That

Rights That

(#)

Options (#)(1)

Unearned

Price

Expiration

Vested

Have Not

Have Not

Have Not
Name

Exercisable

Unexercisable

Options (#)

($)

Date

(#)(2)

Vested ($)

Vested (#)

Vested ($)
Steven E. Trager

—

—

—

—

—

—

—

—

—

A. Scott Trager

—

2,750

—

24.47

04/24/2020

3,750

142,575

—

—

—

2,750

—

24.47

04/24/2021

William R. Nelson

—

2,750

—

24.47

04/24/2020

1,500

57,030

—

—

—

2,750

—

24.47

04/24/2021

Kevin D. Sipes

—

2,750

—

24.47

04/24/2020

3,750

142,575

—

—

—

2,750

—

24.47

04/24/2021

Juan M. Montano

—

2,750

—

24.47

04/24/2020

2,500

95,050

—

—

—

2,750

—

24.47

04/24/2021

—

2,500

—

25.19

06/12/2020

—

2,500

—

25.19

06/12/2021

●

~~(1)~~

~~The first exercisable date for each option listed by expiration date is as follows:~~

●

Design compensation mix to link pay to job, business unit, and Company performance

●

Assign goals to certain NEOs in the primary areas of loan and deposit growth, loan loss control, risk management, regulatory control, customer service, product development, and operations

●

Maintain stock ownership requirements for the NEOs and Directors

●

Dedicate significant time each year to robust executive succession planning and leadership development

●

Maintain a clawback policy

●

Offer employment agreements to the NEOs

●

Provide gross-up payments to cover excess parachute payment excise taxes for the NEOs

●

Allow margin, derivative, or speculative transactions with Company stock, such as hedges, pledges and margin accounts, by the NEOs and Directors

Say-on-Pay Result from 2023
Annual Meeting of
Shareholders.

2023 Say-On-Pay Results

The Company most recently held an advisory say-on-pay vote at its April 20, 2023 annual meeting of shareholders. Shareholders approved the compensation of the NEOs, with over 99% of shareholder votes cast (including abstentions) voting in favor of the say-on-pay proposal. The Compensation Committee and the Board viewed these results as evidence that shareholders continue to support the Company’s NEO compensation policies and practices.

99%

Expiration
Date

Exercisable
Date

38
Republic Bancorp, Inc.

Table of Contents

~~04/24/2020~~
~~04/24/2019~~
~~04/24/2021~~
~~04/24/2020~~
~~06/12/2020~~
~~06/12/2019~~
~~06/12/2021~~
~~06/12/2020~~

Compensation Elements.

~~(2)~~

Other than described in the following sentence, these are awards of restricted stock made on 11/14/2012 which vest on 11/14/2018. Includes 2,500 restricted shares awarded to Juan M. Montano on 06/12/2015 which vest 50% on 06/12/2019 and 50% on 06/12/2020.

~~OPTION EXERCISES AND STOCK VESTED DURING 2017~~

Option Awards

Stock Awards
(a)

(b)

(c)

(d)

(e)

Number of Shares

Value Realized

Number of Shares

Value Realized


Acquired on Exercise

on Exercise

Acquired on Vesting

on Vesting
Name

(#)

($)

(#)

($)
Steven E. Trager

—

—

—

—
A. Scott Trager

—

—

3,750

144,600
William R. Nelson

—

—

1,500

57,840
Kevin D. Sipes

—

—

3,750

144,600
Juan M. Montano

—

—

1,250

48,200

~~POST-EMPLOYMENT COMPENSATION~~

~~Republic entered into Officer~~The Company’s Compensation ~~Continuation Agreements with Steven E. Trager~~Program has four (4) principal elements: Base Salary Compensation Program, Bonus Incentive Compensation Program, Stock Incentive Program, and ~~A. Scott Trager, which became effective January 12, 1995. Republic entered into an Officer~~Non-Employee Director and Key Employee Deferred Compensation ~~Continuation Agreement with Kevin D. Sipes, which became effective June 15, 2001 (all collectively, “Agreements”). These Agreements provide for~~Plan. The Base Salary Compensation Program and the ~~payment~~Company’s Bonus Incentive Compensation Program are annual programs. Stock incentives under the Stock Incentive Program may be awarded at any time during the year to some or all NEOs, subject to the recommendation of the NEO’s base salary for up to a period of two (2) years in the event of disability or if, following the announcement of a potential change in control, or after an actual change in control, the NEO terminates his employment for “Good Reason” or his employment is terminated other than pursuant to death or for “Cause,” as defined in the Agreements. “Good Reason” is defined to include a material diminution in duties or demotion, material change in benefit plans or fringe benefits, or a reduction in base salary. In addition, benefits provided by the Chair/CEO and CEO/Bank are to continue for the salary continuation period, to the extent possible, or alternative benefits are to be secured. For purposes of these Agreements, a change in control includes the acquisition by a person of beneficial ownership of securities representing greater voting power than held by the “Trager Family Members” as a group or a reduction to less than 25% of the combined voting power of the stock held by the “Trager Family Members.”

~~Republic~~ and the Bank approved separate Modification Agreements (collectively, “Modifications”) to the Agreements on February 15, 2006. Each Modification conformed the Agreement to changes in law enacted under Section 409A of the Internal Revenue Code of 1986, as amended, and generally provided that payments under an Agreement to an executive who is a “key employee” may not commence earlier than six (6) months following the executive’s separation from service from Republic and the Bank. The initial payment to an executive will include any make up payments that would have been made to the executive but for the delay due to the executive’s status as a “key employee.” In other respects, the original Agreements continue in effect, without change. The Agreement with Kevin D. Sipes called for a lump sum payment at its present value, rather than continuation of periodic compensation payments. The Modification for Kevin D. Sipes provided that his lump sum would not be paid earlier than six (6) months following his separation from service. All of the Agreements limit the total value of the consideration paid to three times the five-year average of the NEO’s prior taxable compensation, so as to avoid lost tax deductions or excise taxes under Internal Revenue Code Section 280G.

In 2008, each of these Agreements was amended and restated to incorporate prior changes and to conform to certain language and definitions, and clarify the timing of payment, to comply with Internal Revenue Code Section 409A final regulations.

The Agreements were renewed effective as of December 31, 2017 for a term to cover any change in control that occurs within three (3) years after that date. The Agreements are automatically extended for one (1) additional year at each December 31, to maintain a three (3) year coverage period, unless Republic gives notice to the NEO(s) that it elects not to extend the Agreement(s).

Detail of executive agreements which trigger post-employment payments, trigger events and estimated payment amount/values follow, including, in the case of NEOs who do not have change in control agreements, the potential spread in value that would be realized on as-yet unvested equity awards if a change in control had occurred on December 31, 2017:

Executive Name

Agreement Which Triggers Payments

Trigger Event

Estimated
Payment
Amount/Value (2)


Steven E. Trager

Officer Compensation Continuation Agreement (1)

Termination of Employment after potential or actual Change in Control

$
862,708

A. Scott Trager

Officer Compensation Continuation Agreement (1) and equity grant agreements with accelerated vesting on Change in Control

Termination of Employment after potential or actual Change in Control Equity award vesting occurs at Change in Control

$
830,692

William R. Nelson

Equity grant agreements with accelerated vesting on Change in Control

Change in Control

$
131,555

Kevin D. Sipes

Officer Compensation Continuation Agreement (1) and equity grant agreements with accelerated vesting on Change in Control

Termination of Employment after potential or actual Change In Control Equity award vesting occurs at Change in Control

$
948,514

Juan M. Montano

Equity grant agreements with accelerated vesting on Change in Control

Change in Control

$
281,250

~~(1)~~

~~Each of these agreements is described in more detail in the section above.~~

~~(2)~~

The estimated values are determined based on the Agreements' terms, and assuming a trigger event for payment occurred on December 31, 2017. In the case of the Officer Compensation Continuation Agreements, (i) the value of benefits continuing for up to 24 months was assumed to be equal to two times the Bank's cost of health, dental, life, long-term disability and 401(k) benefits for the NEO for the fiscal year ending 2017 and (ii) because vesting accelerates on stock options and restricted stock upon change in control, an amount equal to the closing price for the Company's stock as of the last trading date in 2017, less any exercise price due to be paid, times each NEO's total outstanding unvested awards. While each such agreement includes a cap on the total amounts owed based on the parachute limits of Internal Revenue Code Section 280G, that cap is not expected to reduce the amounts payable for any of these NEOs.

~~AUDIT COMMITTEE REPORT~~

~~The Audit Committee has furnished the following report:~~

It is the responsibility of management to prepare the consolidated financial statements and the responsibility of Crowe Horwath LLP, Republic’s independent registered public accounting firm, to audit the consolidated financial statements for conformity with the United States Generally Accepted Accounting Standards. The Audit Committee has adopted a written charter describing the functions and responsibilities of the Audit Committee. The Audit Committee charter is available on the Company’s website at www.republicbank.com.

~~In connection with its review of Republic’s consolidated financial statements for 2017, the Audit Committee has:~~

~~Reviewed and discussed the audited consolidated financial statements with management;~~

~~Discussed with the independent registered public accounting firm, the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Section 380);~~

Received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), and has discussed with the independent registered public accounting firm, the independent registered public accounting firm’s independence; and,

~~Approved the audit and non-audit services of the independent registered public accounting firm for 2017.~~

The Audit Committee has also discussed with management and the independent registered public accounting firm, the quality and adequacy of Republic’s internal controls and the internal audit function’s organization, responsibilities, budget and staffing. The Audit Committee reviewed with the independent registered public accounting firm their audit plans, audit scope and identification of audit risks. The Audit Committee has procedures in place to receive and address complaints regarding accounting, internal control, or auditing and other Company issues.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included as presented in Republic’s Annual Report on Form 10-K for the year ended December 31, 2017.

~~Members of the Audit Committee:~~

~~R. Wayne Stratton, CPA, Chairman~~

~~Craig A. Greenberg~~

~~Michael T. Rust~~

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

With respect to transactions involving the Company and its directors, officers, and 5% shareholders, the Audit Committee’s charter provides that it will conduct an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis, and the approval by the Audit Committee is required for all such transactions (other than transactions governed by Regulation O of the Board of Governors of the Federal Reserve System, which have received the approval of the ~~Board of Directors of the Company’s bank subsidiary). In reviewing a related party transaction, the Audit~~Compensation Committee ~~considers the material terms of the transaction, including whether the terms are generally available to an unaffiliated third party under similar circumstances. In addition,~~and the Board of ~~Directors is informed~~Directors. For a description of ~~such related party transactions.~~

~~Leasing Arrangements.~~ ~~Within~~ the Louisville, Kentucky, metropolitan area, Republic leases space in buildings owned by a limited liability company whose managing member is Steven E. Trager, and limited liability companies whose sole managing member is Jaytee, a partnership in which Steven E. Trager is a general partner and is co-trustee with Jean S. Trager of a trust which is also a general partner. See notes to the table under “~~Share Ownership.~~” The buildings include Republic Corporate Center, which serves as both the Company’s main office and administrative headquarters in Louisville, Kentucky, and is owned and leased by MAKBE, LLC, a limited liability company beneficially owned by the grandchildren of Bernard M. Trager and managed by Steven E. Trager. During 2017, additional leasing relations included Republic Bank & Trust Company’s Hurstbourne Parkway banking center which is owned and leased to Republic Bank & Trust Company by Jaytee – Hurstbourne, LLC, the Bardstown Road banking center which is owned and leased to Republic Bank & Trust Company by Jaytee – Bardstown, LLC and the Springhurst banking center which is owned and leased to Republic Bank & Trust Company by Jaytee – Springhurst, LLC. In addition, space at the Republic Plaza location is owned and leased to Republic Bank & Trust Company by Jaytee Properties II SPE, LLC, of which Steven E. Trager is manager. Under certain of these lease arrangements, the Bank was responsible for the fit-up and certain build out costs associated with the leased premises at those facilities. Altogether, these affiliates currently lease 209,817 square feet to Republic Bank & Trust Company and Republic Bank & Trust Company pays $352,248 per month in rent, with lease terms expiring between 2020 and 2028. The aggregate annual amount paid under these affiliate leasing arrangements in 2017 was $4,007,861. In accordance with the Audit Committee charter, each of the above leasing transactions was approved by the Board of Directors and the Audit

~~Committee and all were determined by the Board of Directors and the Audit Committee to be on terms comparable to those that could have been obtained from unaffiliated parties.~~

~~Right of First Offer Agreement.~~ On September 19, 2007, Republic entered into a Right of First Offer Agreement (the “Agreement”) with Teebank Family Limited Partnership (“Teebank”), and Bernard M. Trager and Jean S. Trager (collectively, the “Tragers”).

The Agreement does not restrict Teebank’s sale of shares of Republic common stock up until the trigger date (the “Trigger Date”) of the second to die of the Tragers. If Teebank desires to sell to a third party up to 1,000,000 shares of Class A Common Stock in the nine (9) months following the Trigger Date, Teebank must first offer the shares to Republic. Republic then has twenty (20) business days after the notice of a proposed sale to exercise the option, subject to satisfaction of any required regulatory notice requirements and receipt of all required regulatory approvals within sixty (60) days of the option exercise. The option exercise price is the Fair Market Value, as defined in the Agreement, of the shares on the closing date. Teebank is not required to consummate the transaction if the Fair Market Value on the closing date is less than 95% of the Fair Market Value on the date Teebank first gave notice of the proposed sale. Republic can exercise the option only if a majority of Republic’s independent directors determine at the time of exercise that the exercise is in Republic’s best interests.

The Agreement terminates on the first to occur of the following: (i) a Change in Control, as defined in the Agreement, of Republic, (ii) Republic’s duty to file reports required under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 is suspended, or (iii) fourteen (14) months following the Trigger Date. In addition, Teebank may terminate the Agreement following a material change in the anticipated impact of the estate tax laws and regulations upon the Tragers or their estates.

~~Relationships with Directors.~~ ~~There are no additional relationships with Republic directors not described in this section or the subsection of this proxy statement titled “Committees of the Company’s Board.~~”

~~Indebtedness of Directors, Executive Officers and Principal Shareholders.~~ There is no absolute prohibition on personal loans to directors or executive officers of insured depository institutions. However, Federal banking laws require that all loans or extensions of credit by the Bank to the Company’s or the Bank’s executive officers and directors be made on substantially the same terms, including interest rate and collateral requirements, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. These loans must be of a type generally made available to the Company’s employees or the public at large. In addition, loans made to executive officers, Company directors and Bank directors must be approved in advance by a majority of the disinterested members of the Board of Directors.

During 2017, directors and executive officers of Republic and other persons or entities with which they are affiliated or with whom they are members of the same immediate family were customers of and had in the ordinary course of business banking transactions with Republic. All loans included in such transactions were made in the ordinary course of business, were generally available to the public, were made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loan transactions with other persons not related to the lender, which loans did not involve more than the normal risk of collectability or present other unfavorable features as per Regulation S-K Item 404(a) Instruction 4(c). As of December 31, 2017, directors, executive officers and principal shareholders of Republic had loans outstanding of $28.1 million.

~~Split Dollar Insurance Agreement.~~ By an agreement dated December 14, 1989, as amended August 8, 1994, the Bank entered into a split-dollar insurance agreement with a trust established by the Company’s deceased former Chairman, Bernard M. Trager, which agreement the trust assigned to MAKBE, LLC in 2016. Pursuant to the agreement, from 1989 through 2002 the Bank paid $690,000 in total annual premiums on insurance policies held in the trust. The policies are joint-life policies payable upon the death of Ms. Jean S. Trager, as the survivor of her husband Bernard M. Trager. The cash surrender value of the policies was approximately $2 million as of December 31, 2017.

policies was approximately $3 million. Upon the termination of the agreement, whether by the death of Ms. Trager or earlier cancellation, the Bank is entitled to be repaid by MAKBE, LLC the amount of indebtedness outstanding at that time.

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Securities Exchange Act of 1934 requires Republic’s officers, directors and greater than 10% beneficial owners to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers and directors are required to furnish Republic with copies of all Section 16(a) forms filed. Based solely upon review of copies of such forms received, or written representations that there were no unreported holdings or transactions, Republic believes that, for the most recent fiscal year, all Section 16(a) filing requirements applicable to its officers, directors and 10% beneficial owners were complied with on a timely basis.

~~SOLICITATION OF PROXIES~~

The cost of solicitation of proxies hereby will be borne by Republic. Some of Republic’s directors and officers who will receive no additional compensation may solicit proxies in person and by telephone, electronic media, facsimile, and mail from brokerage houses and other institutions, nominees, fiduciaries and custodians, who will be requested to forward the proxy materials to beneficial owners of the Class A Common Stock and Class B Common Stock. Republic will, upon request, reimburse such intermediaries for their reasonable expenses in forwarding proxy materials but will not pay fees, commissions, or other compensation.

~~PROPOSAL TWO: APPROVAL OF THE AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR AND KEY EMPLOYEE DEFERRED COMPENSATION PLAN~~

~~The Republic Bancorp, Inc.~~ Non-Employee Director and Key Employee Deferred Compensation Plan, ~~(the “Deferred~~see the accompanying description in the “Nonqualified Deferred Compensation” table herein.

Chair/CEO PAY MIX

AVG. NEO PAY MIX (excluding Chair/CEO)

The NEOs also participate in Company-wide employee benefit plans and typically are rewarded, as part of their base compensation, with additional selected customary business-related perquisites such as, by way of example, car allowances and country club memberships.


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2023 Compensation Component Summary


	Additional Explanation	Pay Mix
Base Salary Compensation ~~Plan”~~Program	The primary purpose of base salary is to recognize and reward overall responsibilities, performance, experience, and established skills.	Chair/CEO – 61% of 2023 pay mix NEOs* – 50% of 2023 pay mix
Bonus Incentive Compensation Program	An annual cash bonus program that rewards the NEOs for the achievement of short-term financial and operational goals that drive Gross Operating Profit (“GOP”) ~~was adopted by~~and shareholder value, as well as individual performance.	Chair/CEO – 33% of 2023 pay mix NEOs* – 19% of 2023 pay mix
Stock Incentive Program	Granted from time to time to provide the ~~Board of Directors on November 18, 2004 and became effective on April 14, 2005. The Deferred Compensation Plan was last amended and restated March 19, 2008.~~NEOs with incentives to maximize the Company’s GOP, as well as to provide retention incentives. ~~On January 24, 2018,~~May be awarded any time during the ~~Board of Directors approved an amendment and restatement~~year subject to the recommendation of the Deferred Compensation Plan to (i) allow director participants to elect to defer payment (and income taxation) of stock grants received from the Company or the Company to make non-elective stock contributions to the Plan on behalf of Directors, (ii) add a fixed, initial deferral period for key employee participant salary deferralsChair/CEO and ~~limit those deferrals to base compensation,~~CEO/Bank and (iii) add a Company matching program for key employee participants whereby the Company will contribute to each key employee participant’s deferred compensation account a matching contribution equal to up to 100% of the amount of compensation deferred by such participant under the Deferred Compensation Plan, subject to an annual dollar cap that the Company will establish each year. You are being asked to approve the amended and restated Deferred Compensation Plan. If shareholders approve the amended and restated Deferred Compensation Plan, it will become effective as of the date of such shareholder approval. The Deferred Compensation Plan is subject to approval in a shareholder vote at the Annual Meeting in which the votes cast in favor of the approval of the ~~Deferred~~ Compensation ~~Plan exceed the votes cast against approval.~~Committee.	~~The Deferred Compensation Plan provides non-employee directors and key employees the ability to defer payment (and income taxation)~~NEOs* - 26% of director fees and base salary and have those deferred amounts then paid later in Company stock based on the shares that could have been acquired as the deferrals were made. A copy of the amended and restated Deferred Compensation Plan is attached as Annex A. The following summary of the material provisions of the Deferred Compensation Plan, as proposed to be amended, does not purport to be complete and is qualified in its entirety by reference to the Deferred Compensation Plan. For purposes of this summary, any reference to the Company includes the Company and its subsidiaries. ~~Administration~~ The Board of Directors of the Company has the exclusive discretionary authority to determine the amount of benefits under the Deferred Compensation Plan and will make factual determinations and construe the terms of the Deferred Compensation Plan. In the case of the administration of the Deferred Compensation Plan with respect to key employee participants only, the authority of the Board of Directors described may be exercised by the Compensation Committee of the Board of Directors (the “Compensation Committee”). All determinations and decisions made by the Board of Directors of the Company and the Compensation Committee are final and binding upon the Company and all participants. ~~Eligibility~~ The non-employee current members of the Board of Directors of the Company and its subsidiaries, including emeritus members of the Board, are eligible to participate in the Deferred Compensation Plan; as of the Record Date, the number of such persons was 13. In addition, the Compensation Committee may designate key employees as eligible to participate in the Deferred Compensation Plan; the Compensation Committee has not yet designated any such key employees. As of the Record Date, the approximate number of persons eligible to be designated was fewer than 30. ~~Deferral of Compensation~~ A director participant may elect to defer up to 100% of the director’s annual board and committee meeting fees by submitting written notice of such election to the Company at least 10 days before the beginning of the calendar year to which the election will apply. In addition, director participants will be permitted to separately elect to defer stock grants, if any are made to such director, in 2019 and later tax years following the same election process as when deferring director fees. Each director participant must specify an initial deferral period for each of their deferred director fees and stock grants, ranging from two to five years, and has the ability to extend the deferral in additional five-year increments. Each director participant will at all times have a nonforfeitable interest in his or her deferred compensation account. 28 The Company may also determine to automatically credit stock grants to the deferred compensation account of director participants to whom an award is made, as a non-elective credit. The Company will designate the initial deferral period for those credits at the time the award is made, but the director participant has the ability to extend the deferral in additional five-year increments. The Deferred Compensation Plan provides that, subject to limits established by the Compensation Committee, Key employee participants may elect to defer up to 50% of base salary by submitting written notice of such election to the Company at least 10 days before the beginning of the calendar year to which the election will apply, or, for newly-eligible key employees, within 30 days after they are made eligible. Key employee participant deferrals and related company match amounts will automatically be deferred for an initial period of five years from the beginning of the year in which the deferral is made, but the key employee participant has the ability to extend the deferral in additional five-year increments. Each key employee participant will at all times have a nonforfeitable interest in the portion of his or her deferred compensation account that is comprised of deferred base salary. ~~Company Match~~ The Company will credit to the deferred compensation account of each key employee participant an amount equal to 100% (or such lesser percentage as may be determined by the Compensation Committee) of the amount of compensation deferred by the participant under the Deferred Compensation Plan in the prior month, up to an annual dollar limit established by the Compensation Committee for each year. The Company match amount will be unvested and subject to forfeiture when made and will become vested on December 31st of the year that is five years from the beginning of the year that the Company match is made. If the key employee participant terminates employment with the Company for any reason other than death or total and permanent disability before the date when the Company match amount vests, the entire amount of the Company match will be forfeited. If the key employee participant dies or becomes totally and permanently disabled while employed, all Company match amounts will become fully vested. Further, all Company match amounts that have not yet been forfeited will become fully vested upon the happening of a change in control (as defined in the Deferred Compensation Plan). ~~Investment Account~~ The Company will maintain a bookkeeping account for each participant, and at the end of each fiscal quarter, credits in accounts will be converted to stock units equal to the amount of compensation deferred or match or other credit made in the quarter divided by the quarter-end fair market value of the Company’s Class A voting common stock (“Common Stock”). The fair market value of the Company’s Common Stock on a given date is the closing sale price of the Common Stock on such date as reported by the NASDAQ Stock Exchange. If no trades were reported on that date, the fair market value will be set as the closing price on the most recent trading day immediately preceding the date of determination as reported by the NASDAQ Stock Exchange. On February 28, 2018, the closing price of the Company’s Class A Common Stock as reported on the NASDAQ Stock Exchange was $37.25 per share. ~~Dividend Equivalents~~ Stock units standing to the credit of each participant’s account will be credited with an amount equal to the cash dividends that would have been paid on the number of stock units in the account if the stock units were deemed to be outstanding shares of stock. Any dividends so credited will be converted into additional stock units at the end of the fiscal quarter in which the dividends were paid. Dividends on share equivalents related to key employee participant matching contributions will be vested only if and when the related match is vested. ~~Payment of Deferral Account~~ Participants will be entitled to receive a distribution of the participant’s account upon the earliest to occur of (i) the end of the deferral period, (ii) the participant’s death or total and permanent disability, (iii) a change in control of the Company, or (iv), upon approval of the Compensation Committee, a de minimis payout of the participant’s entire account upon termination of service if the payment is not greater than the limit set forth under Section 402(g) of the Internal Revenue Code (now $18,500). All distributions will be paid in a single lump sum of shares of Company Common Stock equal to the number of stock units credited to the account with any amount in excess of whole shares paid in cash. Shares of Company Class A Common Stock already reserved under the Company’s then-effective Stock Incentive Plan, as previously approved by shareholders, will be used to satisfy any obligations to distribute stock under the Deferred Compensation Plan, but the stock, when issued under this Deferred Compensation Plan, will not bear the 29 restrictions on transfer which may be set forth in the Stock Incentive Plan. In no event will the accounts, plus the stock awarded under the Stock Incentive Plan as previously approved by shareholders in 2015, exceed 3,000,000 shares of Class A Common Stock, without shareholder approval. No additional shares of Company Common Stock will be reserved for issuance as a result of the approval of the Deferred Compensation Plan. ~~Tax Treatment of Deferrals~~ Participant deferrals to the Deferred Compensation Plan are not subject to federal income tax when deferred, but will be taxable at distribution. However, for key employee participants, any deferrals are included in the participant’s income for purposes of FICA and other employment taxes at the time of deferral. The Deferred Compensation Plan is designed and will be administered in accordance with the requirements of Section 409A of the Internal Revenue Code to accomplish this desired tax result. ~~Non-assignability~~ ~~Participants may not assign, transfer or pledge any portion of their accounts and any attempt to do so shall not be recognized.~~ ~~Amendment and Termination~~ The Board of Directors of the Company may amend in any way or terminate, in whole or in part, at any time and from time to time the Deferred Compensation Plan. However, no amendment or termination of the Deferred Compensation Plan may reduce the number of stock units credited to accounts before the effective date of such amendment or termination, nor, except to the extent permitted under Internal Revenue Code Section 409A,2023 pay ~~benefits at an earlier date than otherwise scheduled.~~mix
~~Plan Benefits~~ The amount of benefits payable in the future under the Deferred Compensation Plan is not determinable because such benefits depend on the amount of deferrals by participants and the Company board and committee meetings attended. To date, 34,512 shares have been issued under the Deferred Compensation Plan in distributions and another 63,898 share equivalents are recorded as due to be distributed to director participants at a future date. No key employee participants have yet been made eligible to participate in the Deferred Compensation Plan. ~~The Board of Directors recommends that shareholders vote “FOR” the approval of the Amended and Restated~~ Non-Employee Director and Key Employee Deferred Compensation Plan	Matching contributions are made for the NEOs designed to provide retention incentives and to balance the NEOs’ interests with those of the Company’s shareholders.	NEOs* – 3% of 2023 pay mix
Other	Company-wide employee benefit plans. Typically included as part of the base compensation, additional selected customary business-related perquisites would include car allowances and country club memberships.	Chair/CEO – 6% of 2023 pay mix NEOs* – 2% of 2023 pay mix *Excluding Chair/CEO

Purpose of the Company’s Compensation Elements

Base Salary Compensation Program.

The primary purpose of the Base Salary Compensation Program component of the Company’s Compensation Program is to recognize and reward overall responsibilities, performance, experience, and established skills. Changes in base salary result primarily from comparison against peers, individual and Company performance, internal equity considerations, value to the organization, promotions, and the NEO’s specific responsibilities compared to market.

Bonus Incentive Compensation Program.

At the recommendation of the Chair/CEO and CEO/Bank, the Compensation Committee, with approval from the Board, sets the Bonus Incentive Compensation Program goals, in terms of both incentives to be paid and GOP profit goals, at the beginning of the Company’s fiscal year (except for the Pres/RPG whose goals are set later in the fiscal year based on the RPG fiscal year). The Bonus Incentive Compensation Program goals provide the NEOs with incentives to improve both short-term and long-term Company performance.

Stock Incentive Program.

Stock Incentive Program compensation awards are also granted occasionally to provide the NEOs with incentives to maximize the Company’s GOP and provide retention incentives.

Non-Employee Director and Key Employee Deferred Compensation Plan.

Matching contributions are made for the NEOs under the Non-Employee Director and Key Employee Deferred Compensation Plan to provide retention incentives.


40	Republic Bancorp, Inc.

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Establishment of Compensation Levels

The Company’s compensation elements are generally competitive with similar employment opportunities or positions in similarly sized companies. The Chair/CEO has traditionally made specific executive compensation recommendations to the Compensation Committee on all NEO compensation elements, including his own.

Effective October 1, 2021, the Bank appointed the CEO/Bank, its then President, to be the Chief Executive Officer and President of the Bank. Subsequently, the Chair/CEO and CEO/Bank have jointly made compensation recommendations to the Compensation Committee regarding the compensation of the NEOs, except that the Chair/CEO singularly continues to provide recommendations regarding his own (the Chair/CEO’s) and the CEO/Bank’s compensation to the Compensation Committee. However, the Chair/CEO may not be present during the Compensation Committee’s voting or deliberations on the Chair/CEO’s own compensation.

PEER DATA

The Compensation Committee historically has not relied on benchmarking to determine its compensation elements; rather, the Compensation Committee has given strong consideration to and has not historically deviated from the recommendations of the Chair/CEO and the CEO/Bank. The Compensation Committee annually reviews various peer data to determine if compensation levels are within reasonable ranges as compared to those peer levels. For its 2023 compensation determinations, the Compensation Committee considered compensation data from the following peers, which consist of publicly traded bank holding companies and/or banks with a relatively similar market capitalization, business units, and asset size:

◾

Metropolitan Commercial Bank,

◾

Green Dot Corporation,

◾

Meta Financial Group, Inc. (MetaBank) now known as Pathward Financial,

◾

Lakeland Financial Corp.,

◾

Community Trust Bancorp, Inc.,

◾

1^st Source Corporation,

◾

Park National Corporation,

◾

FB Financial Corporation,

◾

Stock Yards Bancorp, Inc.,

◾

Premier Financial Corp.,

◾

German American Bancorp, Inc.,

◾

First Savings Financial Group, Inc., and

◾

City Holding Company.

Metropolitan Commercial Bank, Green Dot Corporation, and Meta Financial Group, Inc., (MetaBank) now known as Pathward Financial are included in the peer group particularly for their similar lines of business to RPG. After review of this peer data, the Compensation Committee made no additional compensation adjustments from the Chair/CEO’s and CEO/Bank’s recommendations.

THIRD-PARTY CONSULTANT

The Compensation Committee generally does not, and in 2023 did not, directly engage a third-party executive compensation consultant. If the Chair/CEO’s and CEO/Bank’s compensation recommendations are reasonable in the collective subjective judgment of the Compensation Committee, the Compensation Committee and ultimately the Board of Directors normally and historically accept and approve these recommendations without modification.

PRIMARY METRIC IN NEO COMPENSATION DETERMINATION

GOP for the total Company is the primary metric in determining most NEO compensation. (GOP is defined as “net income before income tax expense” in accordance with U.S. generally accepted accounting principles (“GAAP”)).


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However, even if certain performance-based metrics, where applicable, are not satisfied, compensation may still be increased or awarded to the NEOs based on other factors.

With respect to the Base Salary Compensation Program, if the Company’s financial performance is deemed acceptable in the view of the Chair/CEO and the CEO/Bank, regardless of whether or not the Company’s GOP goals are met, annual increases to base salary are typically, but not always, recommended 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. Neither the Compensation Committee nor the Board applies any formula or measurement in making these determinations.

For the Bonus Incentive Compensation Program, GOP has historically been, and continues to be, the primary factor upon which awards are determined. The Compensation Committee, Chair/CEO, and CEO/Bank are each authorized to recommend adjustments in the terms and conditions of, and the criteria included in the achievement of, the Bonus Incentive Compensation Program. The Chair/CEO and the CEO/Bank make recommendations to the Compensation Committee in recognition of unusual, extraordinary, or nonrecurring events. These events affecting the performance of the NEOs, the Company, or the financial statements of the Company could include, but are not limited to:

◾

acquisitions and dispositions of businesses and/or assets;

◾

a health or environmental crisis;

◾

changes in applicable laws, regulations, accounting principles, tax rates, or business conditions;

◾

unpredicted changes in economic and business conditions, including the interest rate environment;

◾

personal performance of the NEO; and

◾

any other circumstances deemed relevant.

The Company’s Base Salary Compensation Program

2023 NEO Base Salaries.

Upon the recommendation of the Chair/CEO and CEO/Bank, the Compensation Committee approved the annual base salaries for the NEOs for 2023 along with their respectivepercentage increases over the prioryear as shown in the table below. These annualized base salary increases for 2023 were effective January 2023 for the Chair/CEO, CEO/Bank, CFO, and CIOO and October 2022 for the Pres/RPG.



			Approximate %
Named Executive Officer	2023 Salary ⁽¹⁾		Increase Over Prior Year
Steven E. Trager (Chair/CEO)	$	451,000	2.0	%
Logan M. Pichel (CEO/Bank)	$	663,000	2.0	%
Kevin D. Sipes (CFO)	$	372,051	2.0	%
William R. Nelson (Pres/RPG)	$	400,000	1.5	%
Jeffrey A. Starke (CIOO)	$	383,250	2.0	%

(1)

Amounts shown represent annualized base salaries for the 2023 calendar year with changes over the previous calendar year’s base salaries, except for the Pres/RPG, which represents his annualized base salary for the RPG 2022-2023 fiscal year and its change over his previous annualized base salary for the RPG 2021-2022 fiscal year.

2024 NEO Base Salaries.

Upon the recommendation of the Chair/CEO and CEO/Bank, the Compensation Committee approved the annual base salaries for the NEOs for 2024, based on 2023 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 were effective January 2024, except for the Pres/RPG whose increase was effective October 2023. The base salary of the


42	Republic Bancorp, Inc.

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Pres/RPG will be evaluated in the third quarter of 2024, based primarily on the performance of the RPG business operations from October 2023 to September 2024.



			Approximate %
Named Executive Officer	2024 Salary ⁽¹⁾		Increase Over Prior Year
Steven E. Trager (Chair/CEO)	$	460,000	2.0	%
Logan M. Pichel (CEO/Bank)	$	676,260	2.0	%
Kevin D. Sipes (CFO)	$	380,000	2.1	%
William R. Nelson (Pres/RPG)	$	405,000	1.3	%
Jeffrey A. Starke (CIOO)	$	391,000	2.0	%

(1)

Amounts shown represent annualized base salaries for the 2024 calendar year with changes over the previous calendar year’s base salaries, except for the Pres/RPG, which represents his annualized base salary for the RPG 2023-2024 fiscal year and its change over his previous annualized base salary for the RPG 2022-2023 fiscal year.

The Company’s Bonus Incentive Compensation Program

BONUS INCENTIVE COMPENSATION PROGRAM GENERALLY

The Bonus Incentive Compensation Program is designed to reward those individuals who contribute through their own performance and their influence on others to achieve and exceed the Company’s financial goals, and to a lesser extent, other goals that target performance in areas required to run a successful banking operation.

Company stock performance is not a component of evaluation for the purpose of the NEOs’ Bonus Incentive Compensation Program, nor has it typically been a factor considered in determining the amount of equity-based incentives to grant each NEO. Republic’s stock is thinly traded with a low average daily stock trading volume that can lead to significant price swings when even a relatively small number of shares are being traded. Therefore, Republic share prices might not accurately reflect Republic management’s efforts and work.

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 the NEOs to manage the Company on a quarter-to-quarter time horizon or even over a one-year period. Investment in capital 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 long-term soundness and sustainability of the Company’s operations and, thus, its long-term profit potential. All of these factors are considered by the Compensation Committee in its subjective annual evaluation process and deliberations.

STRUCTURE OF PROGRAM

The amount of incentive compensation or bonus awarded to the NEOs is determined by the Compensation Committee and the Board of Directors. The “Entry Level” and “Maximum Level” budget goals are 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 are not set to be impractical or impossible to achieve. The Company’s budgeted goals should not be relied upon by any investor or shareholder as an indication of management’s prediction of its future financial performance.

The Compensation Committee also evaluates the Company’s Bonus Incentive Compensation Program for compliance with applicable regulatory guidance regarding incentive compensation and responsible sales practices.

PRIMARY METRIC

GOP for the total Company remains the central and most important metric in evaluating and determining most NEO compensation for the Bonus Incentive Compensation Program.


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For 2023, the Compensation Committee considered the GOP of the total Company (“Total Company GOP”) for the Bonus Incentive Compensation Program award of the Chair/CEO, CEO/Bank, CFO, and CIOO. For October 2023 – September 2024, the Compensation Committee primarily evaluated the GOP of RPG (“RPG GOP”) for the Bonus Incentive Compensation award of the Pres/RPG.

The Company’s Bonus Incentive Compensation Program is flexible in design and considers 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 applicable GOP or non-GOP-related goals are not fully achieved, then, as previously disclosed, a percentage of a potential incentive payout may be awarded based on intervening factors, such as, but not limited to, 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. A percentage of the total bonus potential may be awarded to the NEOs even if certain GOP goals stated in the NEOs’ Bonus Incentive Compensation Program agreements are not fully achieved. According to the bonus agreement with each NEO, the Bonus Incentive Compensation Program potential is subject to amendment, including either upward or downward, at the discretion of the Chair/CEO and CEO/Bank, subject to the approval of the Compensation Committee and ultimately the Board of Directors.

2023 Bonus Incentive Compensation Program Award for THE neos

For 2023, the Bonus Incentive Compensation Program awards for the NEOs and related factors are outlined in the table below:

Maximum

Percent of

Named

Additional

Entry

Maximum

Incentive

Payout

Incentive

Executive

Performance

Level

Payout

Potential

Payout

Officer

Criteria

Goal

Potential

Awarded

Award

Steven E. Trager (Chair/CEO)

Total Company GOP

Achieved

Not Achieved

400,000

240,000

Logan M. Pichel (CEO/Bank)

Total Company GOP

Achieved

Not Achieved

500,000

300,000

Kevin D. Sipes (CFO)

Total Company GOP

Achieved

Not Achieved

175,000

105,000

William R. Nelson (Pres/RPG)

RPG GOP

N/A

Not Achieved

375,000

180,000

Jeffrey A. Starke (CIOO)

Total Company GOP

Achieved

Not Achieved

175,000

105,000

2023 Bonus Incentive Compensation Program Award for CHAIR/CEO, CEO/BANK, CFO, AND CIOO

The Bonus Incentive Compensation Program potentials for the Chair/CEO, CEO/Bank, CFO, and CIOO are tied to the Total Company GOP. At its January 2023 meeting, under the 2023 Bonus Incentive Compensation Program, the Compensation Committee and ultimately the Board of Directors, at the recommendation of the Chair/CEO and CEO/Bank, approved the following GOP goals:

◾

to achieve 70% of the bonus compensation potential (the “Entry Level” objective), the Total Company GOP goal was set at $135,000,000;

◾

to achieve 85% of the bonus compensation potential (the “Mid-Level” objective), the Total Company GOP goal was set at $140,000,000; and


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◾

to achieve 100% of the bonus compensation potential (the “Maximum Level” objective), the Total Company GOP goal was set at $150,000,000.


Bonus Incentive	Percentage of Bonus	Total
Compensation Program	Incentive Compensation	Company
Level Objective	Program Potential	GOP Goal
Entry Level	70%	$	135,000,000
Mid-Level	85%	$	140,000,000
Maximum Level	100%	$	150,000,000

Due to unexpected market conditions in the first half of 2023 such as rapidly increasing interest rates and cost of deposits that adversely impacted net interest margin, the Board of Directors at its July 19, 2023 meeting, upon the recommendation of the Chair/CEO, CEO/Bank, and CFO, revised the Company budget for purposes of Total Company GOP from $135,000,000 to $105,000,000. As a result of this change in the Company’s budget, all employees whose bonuses were tied to the Total Company GOP received an additional bonus payout level of 60% if the Company achieved $105,000,000 in Total Company GOP (“Additional Level”). At the recommendation of the Chair/CEO and CEO/Bank, and with the approval of the Compensation Committee and the Board, the Chair/CEO, CEO/Bank, CFO, and CIOO, whose bonuses also are tied to the Total Company GOP, received the same Additional Level of bonus payout as the other employees as follows:



Bonus Incentive	Percentage of Bonus	Total
Compensation Program	Incentive Compensation	Company
Level Objective	Program Potential	GOP Goal
Additional Level	60%	$	105,000,000
Entry Level	70%	$	135,000,000
Mid-Level	85%	$	140,000,000
Maximum Level	100%	$	150,000,000

The Additional Level, Entry Level, Mid-Level, and Maximum Level bonus potential for the Chair/CEO, CEO/Bank, CFO, and CIOO tied to Total Company GOP is as follows:


Named Executive Officer	Additional Level (60%)		Entry Level (70%)		Mid-Level (85%)		Maximum Level (100%)
Chair/CEO	$	240,000	$	280,000	$	340,000	$	400,000
CEO/Bank	$	300,000	$	350,000	$	425,000	$	500,000
CFO	$	105,000	$	122,500	$	147,500	$	175,000
CIOO	$	105,000	$	122,500	$	147,500	$	175,000

For the 2023 fiscal year, the Total Company GOP achieved was $113,212,873. This resulted in the NEOs with bonuses tied to Total Company GOP, including the Chair/CEO, CEO/Bank, CFO, and CIOO, meeting the Additional Level objective and receiving 60% of their Bonus Incentive Compensation Program potential. The certain NEOs received the following payouts under the 2023 Bonus Incentive Compensation Program: Chair/CEO ($240,000), CEO/Bank ($300,000), CFO ($105,000), and CIOO ($105,000).



	Bonus Incentive
	Compensation Program
	Award (Additional Level
Named Executive Officer	Objective of 60%)
Chair/CEO	$	240,000
CEO/Bank	$	300,000
CFO	$	105,000
CIOO	$	105,000


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2023 Bonus Incentive Compensation Program Award for PRES/RPG

Unlike other NEOs, whose goals were based on the Company’s fiscalyear of January1 through December31, 2023, the Pres/RPG had goals based on RPG’s measurement period from October1, 2022 through September30, 2023, primarily due to the seasonal nature of RPG’s Tax Refund Solutions line of business (the “2022-2023 Measurement Period”).

The Bonus Incentive Compensation Program potential for the Pres/RPG is tied to the RPG GOP. For the 2022-2023 Measurement Period, at its October 13, 2022 meeting, the Compensation Committee and ultimately the Board of Directors, at the recommendation of the Chair/CEO and CEO/Bank, set the RPG GOP objectives at the following:

◾

“Entry Level” objective for RPG GOP was set at $55,000,000 (60% of the “Maximum Level”);

◾

“Mid-Level” objective for RPG GOP was set at $60,000,000 (80% of the “Maximum Level”); and

◾

“Maximum Level” objective for RPG GOP was set at $65,000,000 (100% of the “Maximum Level”).


	Bonus Incentive			RPG GOP
Bonus Incentive Compensation		Compensation	Percentage of		for 2022-2023
Program Level Objectives	Program Potential		Maximum Level	Measurement Period
Entry Level	$	225,000	60%	$	55,000,000
Mid-Level	$	300,000	80%	$	60,000,000
Maximum Level	$	375,000	100%	$	65,000,000

For the 2022-2023 Measurement Period, the RPG GOP achieved, as measured under the Bonus Incentive Compensation Plan, was $47,892,655 and for this reason, the Entry Level objective for the Pres/RPG was not met. This was primarily due to one RPG division substantially falling short of its budgeted GOP goals. Despite missing the RPG GOP budget, the associates with bonuses tied to RPG GOP received a 48% of Maximum Level award due to RPG’s general overall performance. At its October 10, 2023 meeting, upon the recommendation of the Chair/CEO, the Compensation Committee, and subsequently the Board, approved the same 48% of the Maximum Level bonus payout of $180,000 for the Pres/RPG.

The Company’s Stock Incentive Plan and Non-Employee Director and Key Employee Deferred Compensation Plan

The Company’s primary form of equity-based incentive compensation historically has been stock options and restricted stock awards. The Company historically used this type of compensation due to previously favorable accounting and tax treatment. Stock option and restricted stock awards also are granted by most of the Company’s competitors, and the Compensation Committee believes stock option and restricted stock awards are an expectation of business executives in Republic’s marketplace. Despite the ramifications from the adoption of the FASB ASC Topic 718, the Compensation Committee believes that stock option awards, as well as restricted stock awards, and performance stock units (“PSUs”) serve as favorable retention tools and enhance the Company’s ability to maintain the employment of its high performing executives.

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.

Any equity incentives for the NEOs are typically recommended to the Compensation Committee by the Chair/CEO and CEO/Bank. (See “Establishment of Compensation Levels” above for a discussion of the factors that may be considered in determining the level of annual equity incentives granted to the NEOs.) In choosing the date for the grant of equity incentives, the Compensation Committee gives no consideration to market events, as any relationship between the equity incentive date and the price of the Company’s stock on that date is strictly coincidental.


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2023 AND 2024 AWARDS UNDER THE COMPANY’S 2015 STOCK INCENTIVE PLAN

The Company’s 2015 Stock Incentive Plan provides for stock option grants and various types of stock awards, including nonqualified stock options (“NQSOs”), shares of restricted stock, and PSUs as part of its long-term incentive program (“LTIP”).

2023 LTIP Awards

On January 17, 2023, the Compensation Committee awarded shares of restricted stock, PSUs, and NQSOs (collectively, “Equity Awards”) to certain NEOs, including the CEO/Bank, CFO, Pres/RPG, and CIOO.

The CEO/Bank was granted the following:

●

4,757 shares of restricted stock, vesting December 31, 2025;

●

4,757 PSUs; and

●

21,505 NQSOs, that vest and become exercisable between December 31, 2025 and December 31, 2026.

The CFO and Pres/RPG were each granted the following:

●

1,189 PSUs; and

●

5,376 NQSOs that vest and become exercisable between December 31, 2025 and December 31, 2026.

The CIOO was granted the following:

●

1,486 PSUs; and

●

6,720 NQSOs that vest and become exercisable between December 31, 2025 and December 31, 2026

The awarded PSUs were scheduled to vest and be settled in early 2024 by issuance of shares of restricted stock (shares generally subject to forfeiture if employment ended before December 31, 2025) based on the Company’s achievement of a return on average assets (“ROAA”) percentage of greater than or equal to 1.58% and an efficiency ratio of less than or equal to 52.30%. In addition, in order to receive a payout based on either the ROAA percentages or efficiency ratios, the Company would have needed to maintain its ranking for that particular category among a group of selected peers predicated on a 2022 baseline. All shares of stock issued under the PSUs or as shares of restricted stock would have been required to have been held by the NEO for a period of two (2) years after the vesting date. However, no PSUs vested based on 2023 performance due to related ROAA and efficiency ratio percentage goals not being met.

2024 LTIP Awards

On January 16, 2024, the Compensation Committee awarded Equity Awards to certain NEOs, including the CEO/Bank, CFO, Pres/RPG, and CIOO.

The CEO/Bank was granted the following:

●

5,733 shares of restricted stock, vesting January 1, 2027;

●

3,830 PSUs; and

●

17,937 NQSOs, that vest and become exercisable between January 1, 2027 and January 1, 2030.

The CFO and Pres/RPG were granted the following:

●

476 shares of restricted stock, vesting January 1, 2027;

●

957 PSUs; and

●

4,484 NQSOs, that vest and become exercisable between January 1, 2027 and January 1, 2030.


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The CIOO was granted the following:

●

594 shares of restricted stock, vesting January 1, 2027;

●

1,196 PSUs; and

●

5,605 NQSOs, that vest and become exercisable between January 1, 2027 and January 1, 2030.

The awarded PSUs are scheduled to vest and be settled in early 2025 by the issuance of shares of restricted stock (shares generally subject to forfeiture if employment ends before January 1, 2027) based on the Company’s achievement of certain ROAA percentages and efficiency ratios as of January 1, 2025. In addition, in order to receive a payout for either the ROAA percentages or efficiency ratios, the Company must improve its quartile ranking with its baseline as of September 30, 2024 for that particular category among a group of selected peers. All shares of stock issued under the PSUs or as shares of restricted stock are required to be held by the NEOs for a period of two (2) years after the vesting date.

Stock Ownership Requirements

The Board of Directors and Compensation Committee have set stock ownership guidelines for the CEO/Bank, CFO, Pres/RPG, and CIOO requiring them to own a minimum of two (2) times their base salaries in Company stock within five (5) years from January 2021. All shares of stock issued under the PSUs or as shares of restricted stock must be held by the officer for a period of two (2) years after the grant date, and all shares issued pursuant to NQSOs must be held for a period of two (2) years following the exercise date.

Anti-Hedging Provision

The Company has an insider trading policy that, among other things, prohibits all of its employees (including Executive Officers) and Directors from engaging in hedging transactions in the Company’s shares. Hedging transactions can be accomplished through a number of ways, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds. Such transactions may permit a Director, Executive Officer, or associate to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the Director, Executive Officer, or associate may no longer have the same objectives as the Company’s other shareholders. Therefore, Directors, Executive Officers, and associates are prohibited from engaging in any hedging transactions.

CLAWBACK POLICY

Republic maintains a policy required by the rules of NASDAQ and the SEC providing that, subject to certain exemptions provided by the rules of NASDAQ and the SEC, in the event that the Company is required to prepare an accounting restatement, it will recover incentive based-compensation received by any current or former Executive Officer that was based upon the attainment of a financial reporting measure that was erroneously awarded during the three-year period preceding the date that the restatement was required.


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Change in Control Severance Agreements

In furtherance of its long-term incentive objectives, at its meeting on January 27, 2022, the Board of Directors approved Change in Control Severance Agreements with the NEOs (collectively, “Change in Control Agreements”). The CEO/Bank’s Change in Control Agreement replaced certain terms of the CEO/Bank’s 2020 Employment Agreement and, at its January 24, 2024 meeting, the Board of Directors approved an amendment to the CEO/Bank’s Change in Control Agreement (the “Amendment”). The Change in Control Agreements include two (2) year non-compete, non-solicitation, and confidentiality clauses that apply whether or not a change in control occurs and incorporate restrictive covenants into each equity award.

See “Post-Employment Compensation” below for a description of these arrangements and the estimated payments and benefits.

Non-Employee Director and Key Employee Deferred Compensation Plan

To further tie executives’ interests with those of the Company’s shareholders, stock reserved for issuance under the Stock Incentive Plan is also used to cover payment in stock under the Company’s Non-Employee Director and Key Employee Deferred Compensation Plan, which provides for matching of the NEOs’ 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 converted into stock equivalents on a quarterly basis. See the “Nonqualified Deferred Compensation” section in this proxy statement for a more detailed description of the Non-Employee Director and Key Employee Deferred Compensation Plan.

The Company’s Post-Employment Benefits

As discussed above and further described under the heading “Post-Employment Compensation” in this proxy statement, the Company has entered into Change in Control Agreements with each of the NEOs who served in that capacity during 2023.


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COMPENSATION COMMITTEE REPORT

The Compensation Committee 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:

Ernest W. Marshall, Jr./Chair

George Nichols III

Susan Stout Tamme

Mark A. Vogt


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2023 SUMMARY COMPENSATION TABLE

The following table contains information concerning the compensation received by the NEOs for the fiscal year ended December 31, 2023:



(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension
							Value and
						Non-Equity	Non-Qualified
						Incentive Plan	Deferred	All Other
				Stock	Option	Compensation	Compensation	Compensation
Name and Principal		Salary	Bonus	Awards⁽¹⁾	Awards ⁽¹⁾	⁽²⁾	Earnings⁽³⁾	⁽⁴⁾	Total
Position	Year	($)	($)	($)	($)	($)	($)	($)	($)

Steven E. Trager (Chair/CEO)	2023	450,320	—	—	—	240,000	—	46,067	736,387
	2022	441,657	40,000	—	—	280,000	—	42,695	804,352
	2021	434,808	187,500	—	—	—	—	41,742	664,050
Logan M. Pichel (CEO/Bank)	2023	662,000	—	431,628	207,436	300,000	—	22,000	1,623,064
	2022	650,000	50,000	556,629	202,694	350,000	—	20,544	1,829,867
	2021	650,000	250,000	519,057	184,439	—	—	16,944	1,620,440
Kevin D. Sipes (CFO)	2023	371,520	—	75,818	51,857	105,000	—	26,100	630,295
	2022	364,341	92,500	108,560	50,668	122,500	—	24,644	763,213
	2021	358,958	113,750	122,658	33,863	—	—	24,044	653,273
William R. Nelson (Pres/RPG)	2023	400,769	—	75,818	51,857	180,000	—	15,071	723,515
	2022	394,935	292,500	108,560	50,668	—	—	14,087	860,750
	2021	384,504	60,000	122,658	33,863	315,000	—	13,401	929,426
Jeffrey A. Starke (CIOO)	2023	382,616	—	88,512	64,821	105,000	—	15,862	656,811

(1)

Amounts shown represent the aggregate grant date fair values computed in accordance with ASC, Topic 718. See table “Grants of Plan Based Awards During 2023” in this ~~Proxy Statement.~~

~~PROPOSAL THREE: APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN~~

~~On January 24, 2018, the Board of Directors adopted the Republic Bancorp, Inc. Employee Stock Purchase Plan (the “ESPP”), subject to approval in~~proxy statement for a shareholder vote at the Annual Meeting in which the votes cast in favor of the approval of the ESPP exceed the votes cast against approval. You are being asked to approve the ESPP. If shareholders approve the ESPP, it will become effectivedetail listing for each award grant and its corresponding fair value as of the date of ~~such shareholder approval.~~

~~The maximum aggregate number of shares~~grant. For a discussion of the ~~Company’s Class A voting common stock (“Common Stock”) that may be purchased under~~assumptions used in determining these values, see Note 17 of the ~~ESPP will be 250,000 shares, subject to adjustment as provided for~~financial statements in the ~~ESPP.~~ 2023 10-K.

In addition, the “Stock Awards” column also includes the $25,000 fair value of deferred compensation matches in 2023 for each of the CEO/Bank, CFO, Pres/RPG, and CIOO. These deferred compensation matches were previously categorized under the “All Other Compensation” column of this table. As a result of the Pay Versus Performance table and accompanying information regarding outstanding stock awards included in the Company’s proxy statement for fiscal year 2022 and in this proxy statement for fiscal year 2023, the Company believes this Company match is most appropriately reflected in the Stock Awards column on a go-forward basis, with any adjustments to the fair values of such awards at year-end being reflected in the Pay Versus Performance table and accompanying information. All such Company matches presented in this proxy statement therefore are reflected in the Stock Awards column.

(2)

The ~~share pool for~~amounts in column (g) reflect incentive compensation earned during the ~~ESPP represents approximately 1.3% of~~covered year and paid in March 2024 (for the ~~total number of shares of~~Chair/CEO, CEO/Bank, CFO, and CIOO) or October 2023 (for the ~~Company’s Class A Common Stock outstanding as of~~Pres/RPG) on the ~~Record Date.~~

~~The purpose of the ESPP is to provide eligible employees of the Company an opportunity to use payroll deductions to purchase shares of Company’s Common Stock with an~~ incentive payout date based on the ~~purchase price being at a discount from its market price,~~achievement of Company and ~~thereby acquire an ownership interest in the Company. The ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.~~

~~Summary of Employee Stock Purchase Plan~~

~~The following summary of the material provisions of the ESPP~~Bank goals.

(3)

Republic does not ~~purport to be complete and is qualified in its entirety by reference to~~provide above-market or preferential earnings on deferred compensation. See the ESPP. For purposes of this summary, any reference to the Company includes the Company and its designated subsidiaries. For purposes of the ESPP, designated subsidiaries include any subsidiary (within the meaning of Section 424(f) of the Internal Revenue Code) of the Company that has been designated by the Committee as eligible to2023 Nonqualified Deferred Compensation table narrative for information about deferred compensation.


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(4)

The NEOs participate in the ~~ESPP. A copy~~401(k) Plan on the same basis as other salaried employees. The NEOs have also historically received limited perquisites. These benefits are provided to the NEOs to enhance their total compensation and provide a package that is competitive with market practices. In addition to customary travel and business expenses, benefits are also provided to the NEOs to support their long-term health and wellness, retirement, and security and protection so as to ensure that they are best able to focus on the success of the ~~ESPP~~Company.

For 2023, the amounts in column (i) include the following:



				Auto Allowance or
				Personal Use of
	401(k) Matching	Life Insurance	Club	Company Owned
	Contributions	Policies	Memberships	Vehicles	Parking	Total
Name	($)	($)	($)	($)	($)	($)

Steven E. Trager (Chair/CEO)	13,200	1,583	19,967	9,600	1,717	46,067
Logan M. Pichel (CEO/Bank)	13,200	1,583	5,500	—	1,717	22,000
Kevin D. Sipes (CFO)	13,200	1,583	—	9,600	1,717	26,100
William R. Nelson (Pres/RPG)	13,200	981	—	—	890	15,071
Jeffrey A. Starke (CIOO)	13,200	945	—	—	1,717	15,862

Narrative Discussion of the Summary Compensation Table

The Summary Compensation Table lists the compensation for the NEOs for the fiscal year ended December 31, 2023. The material terms of the pay elements included in the Summary Compensation Table are described above in the “Compensation Discussion and Analysis” section of this proxy statement.


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GRANTS OF PLAN BASED AWARDS DURING 2023



									All Other	All Other
									Stock	Option
									Awards:	Awards:	Exercise	Full Grant
									Number	Number of	or Base	Date
Named									of Shares	Securities	Price of	Fair
Executive			Estimated Future Payouts Under Non-			Estimated Future Payouts Under			of Stock	Underlying	Option	Value of
Officer	Grant Date	Grant Type	Equity Incentive Plan Awards			Equity Incentive Plan Awards			or Units	Options	Awards	Awards
			Threshold	Target	Maximum	Threshold	Target	Maximum
			($)	($)	($)	(#)	(#)	(#)	(#)	(#)	($/sh)	($)
(a)	(b)		(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)

Steven E. Trager (Chair/CEO)	01/01/2023	Annual Incentive	(1)	280,000	400,000	—	—	—	—	—	—	—
Logan M. Pichel (CEO/Bank)	01/01/2023	Annual Incentive	(1)	350,000	500,000	—	—	—	—	—	—	—
Logan M. Pichel (CEO/Bank)	01/17/2023	Stock Option	—	—	—	—	—	—	—	21,505	42.74	207,436
Logan M. Pichel (CEO/Bank)	01/17/2023	Restricted Stock Award	—	—	—	—	—	—	4,757	—	—	203,314
Logan M. Pichel (CEO/Bank)	01/17/2023	Performance Stock Unit	—	—	—	4,757	4,757	4,757	—	—	—	203,314
Kevin D. Sipes (CFO)	01/01/2023	Annual Incentive	(1)	122,500	175,000	—	—	—	—	—	—	—
Kevin D. Sipes (CFO)	01/17/2023	Stock Option	—	—	—	—	—	—	—	5,376	42.74	51,857
Kevin D. Sipes (CFO)	01/17/2023	Performance Stock Unit	—	—	—	1,189	1,189	1,189	—	—	—	50,818
William R. Nelson (Pres/RPG)	01/17/2023	Stock Option	—	—	—	—	—	—	—	5,376	42.74	51,857
William R. Nelson (Pres/RPG)	01/17/2023	Performance Stock Unit	—	—	—	1,189	1,189	1,189	—	—	—	50,818
William R. Nelson (Pres/RPG)	11/01/2023	Annual Incentive	(1)	225,000	375,000	—	—	—	—	—	—	—
Jeffrey A. Starke (CIOO)	01/01/2023	Annual Incentive	(1)	122,500	175,000	—	—	—	—	—	—	—
Jeffrey A. Starke (CIOO)	01/17/2023	Stock Option	—	—	—	—	—	—	—	6,720	42.74	64,821
Jeffrey A. Starke (CIOO)	01/17/2023	Performance Stock Unit	—	—	—	1,486	1,486	1,486	—	—	—	63,512

(1)

Represents target and maximum payout levels for awards granted under the NEO Bonus Incentive Compensation Program for 2023 performance. The performance goals and target payout under the Bonus Incentive Compensation Program for each NEO are described in the “Compensation Discussion and Analysis” section of this proxy statement. The actual amount of incentive compensation earned by each NEO is ~~attached as Annex B.~~

~~Eligibility and Participation~~

~~Generally, any person who (i) is employed by~~reported under the ~~Company as~~Non-Equity Incentive Plan Compensation column in the Summary Compensation Table for the year in which it was earned. Additional information regarding the design of the commencement of an offering period under the ESPP; (ii) has been continuously employed by the Company as of the commencement of an offering period under the ESPP for a period of at least two years (or such lesser amount of time as determined by the Committee); and (iii)NEO Bonus Incentive Compensation Program is customarily employed for at least (A) 20 hours per week (or such lesser amount as determined by the Committee) and (B) more than five months in a calendar year (or such lesser period as determined by the Committee) is eligible to participateincluded in the ~~offering period.~~“Compensation Discussion and Analysis” section of this proxy statement.


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OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023



Option Awards						Stock Awards
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
									Equity
								Equity	Incentive
			Equity					Incentive	Plan
			Incentive					Plan	Awards:
			Plan			Number		Awards:	Market or
			Awards:			of Shares	Market	Number of	Payout Value
	Number of	Number of	Number of			or Units	Value of	Unearned	of Unearned
	Securities	Securities	Securities			of Stock	Shares or	Shares, Units	Shares, Units
	Underlying	Underlying	Underlying			That	Units of	or Other	or Other
	Unexercised	Unexercised	Unexercised	Option		Have	Stock That	Rights That	Rights That
	Options	Options⁽¹⁾	Unearned	Exercise	Option	Not	Have Not	Have Not	Have Not
	Exercisable	Unexercisable	Options	Price	Expiration	Vested	Vested	Vested	Vested
Named Executive Officer	(#)	(#)	(#)	($)	Date	(#)⁽²⁾	($)	(#)	($)

Steven E. Trager (Chair/CEO)	—	—	—	—	—	—	—	—	—
Logan M. Pichel (CEO/Bank)	—	74,995	—	32.61	12/31/2024	11,263	621,267	—	—
	—	32,257	—	35.68	12/31/2024
	—	19,474	—	51.39	12/31/2025
	—	21,505	—	42.74	12/31/2026
Kevin D. Sipes (CFO)	5,000	—	—	36.29	12/31/2024	2,167	119,532	—	—
	—	1,500	—	35.92	03/09/2025
	—	4,868	—	51.39	12/31/2025
	—	1,500	—	35.92	03/09/2026
	—	5,376	—	42.74	12/31/2026
William R. Nelson (Pres/RPG)	5,000	—	—	36.29	12/31/2024	2,167	119,532	—	—
	—	1,500	—	35.92	03/09/2025
	—	4,868	—	51.39	12/31/2025
	—	1,500	—	35.92	03/09/2026
	—	5,376	—	42.74	12/31/2026
Jeffery A. Starke (CIOO)	—	6,085	—	51.39	12/31/2025	3,285	181,201	—	—
	—	6,720	—	42.74	12/31/2026

(1)

The Committee may determine that employees who are highly compensated employees within the meaning of Section 423(b)(4)(D) of the Internal Revenue Code are not eligible to participate in an offering period.first exercisable date for each option listed by expiration date is as follows:

Exercisable Date		~~No employee may participate in an offering period if, upon the employee’s purchase of the largest number of~~Expiration Date
12/31/2023		12/31/2024
03/10/2024		03/09/2025
12/31/2024		12/31/2025
03/10/2025		03/09/2026
12/31/2025		12/31/2026

(2)

Includes 1,500 restricted shares ~~available~~awarded to the ~~employee for purchase during the offering period, the employee would own (or be deemed to own under certain attribution rules~~Pres/RPG and CFO on March 30, 2018 that vest on March 30, 2024.

Includes 3,285 restricted shares awarded to the CIOO on July 19, 2021 that vest on July 18, 2024.

Includes 6,506 restricted shares awarded to the CEO/Bank and 667 restricted shares awarded to each of Pres/RPG and CFO on January 18, 2022 that vest on December 31, 2024.

Includes 4,757 restricted shares awarded to the CEO/Bank on January 17, 2023 that vest on December 31, 2025.


54	Republic Bancorp, Inc.

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OPTION EXERCISES AND STOCK VESTED DURING 2023



	Option Awards		Stock Awards
(a)	(b)	(c)	(d)	(e)
	Number of Shares	Value Realized	Number of Shares	Value Realized
	Acquired on Exercise	on Exercise	Acquired on Vesting	on Vesting
Named Executive Officer	(#)	($)	(#)	($)

Steven E. Trager (Chair/CEO)	—	—	—	—
Logan M. Pichel (CEO/Bank)	—	—	8,272	456,284
Kevin D. Sipes (CFO)	—	—	2,833	134,953
William R. Nelson (Pres/RPG)	—	—	2,833	134,953
Jeffrey A. Starke (CIOO)	—	—	—	—


2024 PROXY STATEMENT	55

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NONQUALIFIED DEFERRED COMPENSATION

The Compensation Committee may designate key employees as eligible to participate in the Non-Employee Director and Key Employee Deferred Compensation Plan (the “Deferred Plan”) and did so for the first time in 2018. Amounts deferred in the plan are deemed to be invested in ClassA Common Stock. Cash dividend equivalents with respect to deferred amounts are converted into stock equivalents on a quarterly basis. Key employee participants may elect to defer up to 50% of their base salary for an initial period of fiveyears from the beginning of theyear in which the deferral is made, with the ability to extend the deferral for additional five-year periods. The Company provides a matching program for key employee participants whereby the Company will make a matching contribution equal to up to 100% of the amount of compensation deferred by such participant under the plan, subject to an annual dollar cap established annually by the Compensation Committee. The matching amount is subject to forfeiture until it vests on December31 of theyear that is fiveyears from the beginning of theyear that the Company match is made, subject to acceleration of vesting upon death, disability, or a change in control.

Effective January 1, 2024, the Board of Directors approved two amendments to the Deferred Plan to (i) add a provision to provide that key employee participant Company matching amounts will vest upon retirement with at least ten (10) years of service and 62 years of age (the retirement provision applies only to matching funds after January 1, 2024, does not apply to a termination for cause or voluntary termination for similar employment in the banking industry, and applies only to vesting and does not impact payout dates or deferred or matching amounts), and (ii) amend the Company match vesting period from sixty (60) months to fifty-nine (59) months from the beginning of the year to which such amounts relate (for example, amounts deferred in 2024 and the Company match made with respect to such amounts are deferred until and become payable on December 1, 2028).

The “Nonqualified Deferred Compensation” table below shows the 2023 account activity for each NEO and includes each participating NEO’s contributions, Company matching contributions, earnings, withdrawals, and distributions and the aggregate balance of each NEO’s total deferral account as of December31, 2023.



(a)	(b)	(c)	(d)	(e)	(f)
				Aggregate
	Executive	Company	Aggregate	Withdrawals/	Aggregate
	Contributions⁽¹⁾	Contributions⁽²⁾	Earnings	Distributions	Balance⁽³⁾
Named Executive Officer	($)	($)	($)	($)	($)

Steven E. Trager (Chair/CEO)	—	—	—	—	—
Logan M. Pichel (CEO/Bank)	25,000	25,000	73,593	—	283,416
Kevin D. Sipes (CFO)	25,000	25,000	106,542	—	399,998
William R. Nelson (Pres/RPG)	25,000	25,000	93,992	19,114	351,808
Jeffrey A. Starke (CIOO)	25,000	25,000	10,788	—	60,788

(1)

The amounts in this column are also included in the ~~Internal Revenue Code) stock and/or hold outstanding options to purchase stock, possessing 5% or more of~~“Summary Compensation Table” in columns (c) and (j) for the ~~total combined voting power or value of all classes of the Company’s stock.~~

~~As of the Record Date, approximately 1,000 employees would be eligible to participate~~NEOs.

(2)

The amounts listed in this column are also included in the ~~ESPP.~~

~~Administration~~

“Summary Compensation Table” in columns (e) and (j) for the NEOs.

(3)

The ~~Board of Directors or a committee appointed by~~aggregate amounts shown in column (f) include the Board (the “Committee”) will administer the ESPP, and will have full and exclusive authority to interpret the terms of the ESPP, determine eligibility to participate, determine which Company subsidiaries are eligible to participate, amend and revoke rules for participation, suspend or terminate the ESPP, and exercise such powers and perform such actionsfollowing amounts that were reported as ~~its deems necessary to carry out the intent of the ESPP, subject~~compensation to the ~~conditions of the ESPP. All determinations and decisions made by the Board of Directors or the Committee are final and binding upon the Company and all participants.~~

~~Authorized Shares and Adjustments~~

~~Subject to adjustment as provided~~NEOs in the ~~ESPP,~~“Summary Compensation Table” in Republic’s previous proxy statements:

◾

For the CEO/Bank, a total of up$50,000 was reported (2020), $50,000 (2021), and $50,000 (2022);

◾

For the CFO, a total of $32,572 was reported (2018), $50,000 (2019), $50,000 (2020), $50,000 (2021), and $50,000 (2022); and

◾

For the Pres/RPG, a total of $17,000 was reported (2018), $50,000 (2019), $50,000 (2020), $50,000 (2021), and $50,000 (2022).


56	Republic Bancorp, Inc.

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POST-EMPLOYMENT COMPENSATION

The Change in Control Agreements provide the following to each NEO whose employment is terminated after a change in control by the Company other than for cause or by the NEO for good reason, subject to their execution and non-revocation of a release of all claims:

Payment to ~~250,000 shares of Company’s Class A Common Stock may be made available for sale under~~ the ~~ESPP.~~

In the event of a stock dividend, split-up, share combination, recapitalization or other change in the Company’s capitalization, an appropriate and proportionate adjustment will be made in the number and kind of shares which may be delivered under the ESPP. Appropriate adjustments also may be made in the event of a merger, reorganization, consolidation, separation or liquidationNEO of the ~~Company.~~

~~Offering Periods~~

~~Pursuant to the terms~~unpaid balance of the ESPP, on the first trading day of an offering period, each eligible employee will be granted an option to purchase shares of the Company’s Class A Common Stock on the last day of such offering period. The Committee will determine the length of each offering period, provided that no offering period may exceed 27 months in length.

~~Contributions and Payroll Deductions~~

~~The ESPP permits each participant to purchase shares of the Company’s Class A Common Stock~~NEO’s full base salary through payroll deductions of either a fixed dollar amount or percentage of their eligible compensation; provided, however, that a participant may not purchase more than a specific maximum number of shares or maximum amount of compensation, which limit will be determined the Committee before the commencement of the offering period. In no event may

participants elect to purchase Common Stock with a fair market value in excess of $25,000 (determined as of the first day of the offering period) in a single calendar year. No interest will accrue on a participant’s contributions to purchase stock under the ESPP. During an offering period, a participant may withdraw by submitting written notice of withdrawal to the Company and may decrease (but not increase) their contributions.

~~Purchases~~

Unless a participant terminates employment or withdraws from the ESPP or an offering period before the last trading day of an offering period, the participant’s option will automatically be exercised on the last trading day of each offering period. The number of shares of the Company’s Class A Common Stock purchased will be determined by dividing the payroll contributions accumulated in the participant’s account by the applicable purchase price, subject to the maximum share limit discussed above.

The purchase price of the shares cannot be less than 85% of the lower of the fair market value of the Company’s Class A Common Stock on the first trading day of each offering period or on the last trading day of each offering period. The fair market value of the Company’s Class A Common Stock on a given date is the closing sale price of the Class A Common Stock on such date as reported by the NASDAQ Stock Exchange. If no trades were reported on that date, the fair market value will be set as the closing price on the most recent trading day immediately preceding the date of ~~determination~~termination;

Severance equal to two (2) times the NEO’s base salary plus the average bonus paid to the NEO in the prior three (3) years, payable in installments over the twenty-four (24) months following termination and, for the CIOO, twelve (12) months following termination;

Reimbursement, as ~~reported~~incurred, for all legal fees and expenses incurred by the ~~NASDAQ Stock Exchange. On February 28, 2018,~~NEO resulting from the ~~closing price~~termination;

Accelerated exercisability of all stock options and stock appreciation rights held by the NEO immediately prior to the termination;

Maintenance in full-force and effect, for the benefit of the ~~Company’s Class A Common Stock as reported on~~NEO for two (2) years following the ~~NASDAQ Stock Exchange was $37.25 per share.~~

~~Withdrawals~~

~~A participant may end their~~date of termination, participation in ~~the ESPP at any time during an offering period and~~ all but not less than all, of their accrued contributions not yet used to purchase shares of the Company’s Common Stock will be returned to them. If a participant withdraws from an offering period, they must re-enroll in the ESPP before a future offering period begins in order to re-commence participation.

~~Termination of Employment~~

~~If a participant ceases to be an~~ employee of the Company for any reason, they will be deemed to have elected to withdraw from the ESPP and their contributions not yet used to purchase shares of the Company’s Common Stock will be returned to them, without interest. The transfer of an employee between anywelfare benefit plans of the Company or ~~certain~~Bank; and

Assignment to the NEO of ~~its designated subsidiaries will not be deemed~~any assignable interest in any life insurance policy the Company owns on the NEO’s life.

Payments under the Change in Control Agreements to an executive who is a “key employee” will be delayed to the extent they are not exempt from “severance” as defined in Internal Revenue Code Section 409A, until six (6) months following the executive’s separation from service from the Company and the Bank. The initial payment to an executive will include any make-up payments that would have been made to the executive but for the delay due to the executive’s status as a “key employee”. The benefits under the Change in Control Agreements may be reduced if they would trigger an excise tax under 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 Change in Control Agreements also include non-compete, non-solicitation, and confidentiality covenants that apply whether or not a termination triggers severance or a change in control has occurred.

For purposes of the Change in Control Agreements, a change in control includes the acquisition by a person of beneficial ownership of securities representing greater voting power than held by the “Trager Family Members” as a group or a reduction to less than 25% of the combined voting power of the stock held by the “Trager Family Members.”

At its January 24, 2024 meeting, the Board of Directors approved the Amendment to the CEO/Bank’s Change in Control Agreement. The Amendment provides that if the CEO/Bank terminates his employment with the Bank for Retirement (as defined below), all equity awards granted to CEO/Bank under the Republic Bancorp, Inc. 2015 Stock Incentive Plan (or its successor) will become fully vested upon such Retirement, to the extent not already vested, and any Company match made with respect to CEO/Bank’s deferrals under the Republic Bancorp, Inc. and Subsidiaries Non-Employee Director and Key Employee Deferred Compensation Plan will become fully vested upon such Retirement, to the extent not already vested. For purposes of the Change in Control Agreement, a termination of employment for “Retirement” means that the CEO/Bank provides a notice of termination to the Bank resigning his employment with the Bank, while in good standing with the Bank, on or after May 31, 2030 (after approximately ten (10) years of service). The Amendment also reiterates the at-will nature of the CEO/Bank’s employment.


2024 PROXY STATEMENT	57

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Details of the agreements that trigger post-employment payments, trigger events, and estimated payment amount/values, including the potential spread in value that would be realized on as-yet unvested equity awards or upon accelerated vesting of deferred compensation plan matching contributions, if a change in control had occurred on December 31, 2023, are summarized in the following table.



			Estimated
				Payment
			Amount /
Executive Name	Agreement Which Triggers Payments	Trigger Event	Value ($) ⁽¹⁾


Steven E. Trager (Chair/CEO)	Change in Control Agreement - Change in Control Severance Agreement, equity grant agreements and deferred compensation match accelerated vesting on Change in Control	Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control	$	1,356,116	⁽²⁾


Logan M. Pichel (CEO/Bank)	Change in Control Agreement – Change in Control Severance Agreement, equity grant agreements and deferred compensation match accelerated vesting on Change in Control	Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control or Retirement	$	3,379,954	⁽³⁾


Kevin D. Sipes (CFO)	Change in Control Agreement – Change in Control Severance Agreement, equity grant agreements and deferred compensation match accelerated vesting on Change in Control	Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control	$	1,485,354	⁽³⁾


William R. Nelson (Pres/RPG)	Change in Control Agreement – Change in Control Severance Agreement equity grant agreements and deferred compensation match accelerated vesting on Change in Control	Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control	$	1,747,757	⁽³⁾


Jeffrey A. Starke (CIOO)	Change in Control Agreement – Change in Control Severance Agreement equity grant agreements and deferred compensation match accelerated vesting on Change in Control	Termination of Employment after Change in Control + Equity award and deferred compensation match vesting occurs at Change in Control	$	882,122	⁽⁴⁾

(1)

Each of these agreements is described in more detail in the section above.

(2)

The estimated values are determined based on the Change in Control Agreement’s terms, and assuming a trigger event for payment occurred on December 31, 2023 and further assumes the value of benefits continuing for up to twenty-four (24) months was assumed to be ~~a withdrawal from~~equal to two (2) times the ~~ESPP.~~

~~Change in Control~~

~~The ESPP provides that in the event~~Bank’s cost of a change of control (as defined in the ESPP), the Committee can take any one or more of the following actions: (i) determine that a successor corporation may assume or substitute each outstanding option with comparable rights of the successor corporation; (ii) end the offering period then in progresshealth, dental, life, and ~~return all contributions not yet used to purchase shares of the Company’s Common Stock, without interest; or (iii) notify each participant that the purchase date~~long-term disability for the offering period then in progress will be shortened, and a new purchase date will be set, upon which date all options will be exercised automatically unless before such date the participant has withdrawn from the offering period.

~~Transferability~~

A participant may not assign, transfer, pledge or otherwise dispose of in any way (other than by will or the laws of descent and distribution) their rights with regard to options granted under the ESPP or contributions credited to their account.

The Committee may impose restrictions on Common Stock acquired by employees pursuant to an offering under the ESPP, which would prevent the participant from selling, assigning, transferring or otherwise disposing of the Common Stock.

~~Term, Amendment and Termination~~

Subject to applicable law, the Board of Directors, in its sole discretion, may amend, modify, or terminate the ESPP at any time and for any reason, without shareholder approval, but no amendment may be made without

shareholder approval (i) to the extent shareholder approval is required by applicable law or listing requirements or (ii) that would increase the total number of shares of stock which may be issued under the ESPP.

The ESPP will become effective when approved by shareholders. The ESPP does not have a termination date, but instead will terminate when all Class A Common Stock authorized for issuance under the ESPP has been issued, unless terminated earlier by the Board of Directors.

~~Certain Federal Tax Information~~

The following summary briefly describes U.S. federal income tax consequences of options granted under the ESPP, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or foreign country laws. Therefore, you should not rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors concerning tax aspects of options granted under the ESPP.

The ESPP is intended to qualify as an “employee stock purchase plan” meeting the requirements of Section 423 of the Internal Revenue Code. Under these provisions, a participant will not recognize taxable income until they sell or otherwise dispose of the shares purchased under the ESPP.

If a participant disposes of the shares acquired under the ESPP more than two years from the option grant date and more than one year from the date the stock is purchased, then the participant must treat as ordinary income the amount by which the lesser of (i) the fair market value of the shares at the time of disposition, or (ii) the fair market value of the shares at the option grant date, exceeds the price the employee paid for the shares. Any gain in addition to this amount will be treated as a long-term capital gain. If a participant holds shares at the time of their death, the holding period requirements are automatically deemed to have been satisfied. The Company will not be allowed a deduction for any amount if the holding period requirements are satisfied.

If a participant disposes of shares before expiration of two years from the date of grant and one year from the date of exercise (other than after death), then the participant must treat as ordinary income the excess of the fair market value of the shares on the purchase date over the purchase price. Any additional gain will be treated as long-term or short-term capital gain or loss, as the case may be. The Company will be allowed a deduction equal to the amount of ordinary income recognized by the participant.

~~New Plan Benefits~~

As of the date of this proxy statement, no employee has been granted any rights to purchase shares under the proposed ESPP. Accordingly, the benefits to be received pursuant to the ESPP by the Company’s officers and employees are not determinable at this time.

~~The Board of Directors recommends that shareholders vote ”FOR” the approval of the Employee Stock Purchase Plan as disclosed in this Proxy Statement.~~

~~PROPOSAL FOUR: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~On January 24, 2018, the Audit Committee selected Crowe Horwath LLP to serve as Republic’s independent registered public accounting firm and auditors~~NEO for the fiscal year ending 2023. While the Chair/CEO’s Change in Control Agreement allows for the accelerated vesting of stock options, restricted and performance stock upon a change in control, the Chair/CEO had no such unvested awards outstanding as December 31, ~~2018. On behalf~~2023. In addition, while each such Change in Control Agreement includes a possible reduction on the total amounts owed based on the parachute limits of ~~Republic’s Board~~Internal Revenue Code Section 280G, no reduction would be expected to apply for this NEO based on the value calculated as of ~~Directors,~~December 31, 2023.

(3)

The estimated values are determined based on the ~~Audit Committee~~Change in Control Agreements’ terms, assumes a trigger event for payment occurred on December 31, 2023 and further assumes (i) the value of benefits continuing for up to twenty-four (24) months was assumed to be equal to two (2) times the Bank’s cost of health, dental, life, and long-term disability for the NEO for the fiscal year ending 2023 and (ii) because vesting accelerates on stock options, restricted, and performance stock upon change in control, an amount equal to the closing price for the Company’s stock as of the ~~Board retained Crowe Horwath LLP~~last trading date in 2023, less any exercise price due to ~~audit~~be paid, times each NEO’s total outstanding unvested awards. While each such Change in Control Agreement includes a possible reduction on the total amounts owed based on the parachute limits of Internal Revenue Code Section 280G, no reduction would be expected to apply for this NEO based on the value calculated as of December 31, 2023.


58	Republic Bancorp, Inc.

Table of Contents

(4)

The estimated values are determined based on the Change in Control Agreement’s terms, assumes a trigger event for payment occurred on December 31, 2023, and further assumes (i) the value of benefits continuing for up to twelve (12)months was assumed to be equal to one (1) times the Bank’s cost of health, dental, life, and long-term disability for the NEO for the fiscalyear ending 2023 and (ii)because vesting accelerates on stock options, restricted, and performance stock upon change in control, an amount equal to the closing price for the Company’s ~~consolidated financial statements~~stock as of the last trading date in 2023, less any exercise price due to be paid, times each NEO’s total outstanding unvested awards. While each such Change in Control Agreement includes a possible reduction on the total amounts owed based on the parachute limits of Internal Revenue Code Section280G, no reduction is expected to apply for this NEO based on the value calculated as of December 31, 2023.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), the Company provides the following information about the relationship between executive compensation actually paid to the Company’s principal executive officer (“PEO”), who is the Chair/CEO, and non-PEO NEOs by the Company and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.


			Average		Value of Initial Fixed $100 Investment Based On:
			Summary	Average
	Summary		Compensation	Compensation		Peer Group		Gross
	Compensation	Compensation	Table Total for	Actually Paid	Total	Total		Operating
	Table Total for	Actually Paid	Non-PEO	to Non-PEO	Shareholder	Shareholder	Net Income	Profit
	PEO¹	to PEO²	NEOs³	NEOs⁴	Return⁵	Return⁶	(thousands)⁷	(thousands)⁸
Year	($)	($)	($)	($)	($)	($)	($)	($)

2023	736,387	736,387	908,421	1,463,757	133.55	96.65	90,374	113,213
2022	804,352	804,352	1,046,354	530,140	98.86	100.39	91,106	116,845
2021	664,050	664,050	975,474	1,330,208	117.82	126.45	87,611	111,442
2020	641,217	641,217	761,975	717,809	80.82	90.69	83,246	102,633

¹This column represents the amount of total compensation reported for Steven E. Trager, the Chair/CEO, for each corresponding year in the “Total” column of the “Summary Compensation Table” of this proxy statement.

²This column represents the amount of “compensation actually paid” to the Chair/CEO, as computed in accordance with Item 402(v). The amounts do not reflect the actual amount of compensation earned by or paid to the Chair/CEO during the applicable year. In accordance with the requirements of Item 402(v), as outlined in the following table, no adjustments were made to the Chair/CEO’s total compensation for each year to determine the compensation actually paid:


		Reported Value
		of Equity Awards	Adjusted
	Reported Summary	from Summary	Value of
	Compensation	Compensation	Equity	Compensation
	Table Total (a)	Table (b)	(c)	Actually Paid
Year	($)	($)	($)	($)

2023	736,387	-	-	736,387

(a)

This column represents the amount reported for the Chair/CEO for fiscal year 2023 in the “Total” column of the Summary Compensation Table. Please refer to the “Summary Compensation Table” section of this proxy statement.

(b)

This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the ~~effectiveness~~Summary Compensation Table for the applicable year which was $0 for the Chair/CEO. The Company does not provide a pension or above market or preferential earnings on deferred compensation that is not tax qualified to the NEOs or any of the Company’s ~~internal control over financial reporting~~associates.


2024 PROXY STATEMENT	59

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(c)

This column represents an adjusted amount of the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for ~~2018. Crowe Horwath LLP was chosen based on its performance~~fiscal year 2023 (the “Subject Year”). For the Subject Year, this adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the Chair/CEO to arrive at “compensation actually paid” to the Chair/CEO for that Subject Year. This adjusted amount is determined by subtracting the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the Subject Year and the addition (or subtraction, as applicable) of the following for that Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years ~~its responsiveness, technical expertise~~that are outstanding and unvested as of the ~~appropriateness~~end of ~~fees charged.~~

~~Crowe Horwath LLP has served~~the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as ~~Republic’s independent registered public accounting firm since~~of the ~~1996~~vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal ~~year.~~year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The ~~Company’s independent registered public accounting firm leases space from Jaytee-Springhurst, LLC, a limited liability company whose sole managing member is Jaytee, a Kentucky limited partnership~~Chair/CEO did not have any outstanding “Stock Awards” or “Option Awards” during the Subject Year.

³This column represents the average of the amounts reported for the NEOs as a group (excluding the Chair/CEO) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the “Summary Compensation Table” section of this proxy statement for the applicable year. The names and titles of each of the NEOs (excluding the Chair/CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and, Jeffrey A. Starke, CIOO, and (ii) for 2022, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and, John T. Rippy, Chief Risk Officer; (iii) for 2021, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and Juan M. Montano, the Chief Mortgage Banking Officer (the “CMBO”); and (iv) for 2020, Logan M. Pichel, CEO/Bank, Kevin D. Sipes, CFO, William R. Nelson, Pres/RPG, and Juan M. Montano, CMBO.

⁴ This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding the Chair/CEO ), as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the Chair/CEO) during the Subject Year. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the NEOs as a group (excluding the Chair/CEO) for the Subject Year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):



		Average
		Reported Value
	Average Reported	of Equity Awards	Average Adjusted
	Summary	from Summary	Value of
	Compensation	Compensation	Equity Awards	Compensation
	Table Total (a)	Table (b)	(c)	Actually Paid
Year	($)	($)	($)	($)

2023	908,421	(261,937)	817,273	1,463,757

(a)

This column reflects the average of ~~which~~ the CHAIR/CEO and PRES of Republic are partners. The Company and Crowe Horwath LLP have determined that such leases constitute arm’s length transactions and comply with all applicable independence standards. Crowe Horwath LLP representatives are expected to attendamounts reported for the ~~2018 Annual Meeting and will be available to respond to appropriate shareholder questions and will have the opportunity to make a statement if they desire to do so.~~

We are asking our shareholders to ratify the selection of Crowe Horwath LLP as our independent registered public accounting firm for 2018. Although ratification is not required by the Company’s Bylaws or otherwise, the Board is submitting the selection of Crowe Horwath LLP to our shareholdersNEOs as a ~~matter of good corporate practice. If~~group (excluding the selection is not ratified, the Audit Committee will consider whether or not it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would beChair/CEO) in the ~~best interest~~“Total” column of ~~Republic and its shareholders.~~

~~The Board of Directors recommends a vote “FOR”~~ the ~~proposal to ratify the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2018.~~

~~AUDIT FEE TABLE~~

Year

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

2017

$
350,000

$
—

$
—

$
47,000

2016

$
372,600

$
5,000

$
—

$
53,100

~~The Audit Committee has approved all services provided by Crowe Horwath LLP during 2017. Additional details describing the services provided in the categories in the above table are as follows:~~

~~Audit Fees~~

~~Crowe Horwath LLP charged $350,000~~Summary Compensation Table in fiscal year ~~2017~~2023. Please refer to the “Summary Compensation Table” section of this proxy statement.

(b)

This column represents the average of the total amounts reported for the NEOs as a group (excluding the Chair/CEO) in the “Stock Awards” and ~~$372,600 in~~“Option Awards” columns for fiscal year 2016 for audit fees. These include professional services in connection with the audit of the Company’s annual financial statements and its internal control over financial reporting. They also include reviews of the Company’s financial statements included2023 in the Company’s Quarterly and Annual Reports on Form 10-Q and Form 10-K and for services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the fiscal years shown.

~~Audit Related Fees~~

~~Fees for audit related services provided by Crowe Horwath LLP, as disclosed in the above “Audit Fee Table,” primarily include assistance with the review of various accounting standards.~~

~~All Other Fees~~

Fees for all other services provided by Crowe Horwath LLP, as disclosed in the above “Audit Fee Table,” relate to a 401(k) benefit plan audit, a mandated U.S. Department of Housing and Urban Development (HUD) Federal Housing Administration (FHA) compliance audit fees associated with the Company’s participation in an insurance captive, in 2017 and in 2016, and industry training performed for bank management in 2016.

The Audit Committee of the Board of Directors has determined that the provision of the services covered under the caption “Audit Related Fees” above is compatible with maintaining the independent registered public accounting firm’s independence.

~~Pre-Approval Policies and Procedures~~

The Audit Committee’s charter provides that the committee will pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm, subjectSummary Compensation Table. Please refer to the ~~de minimis exceptions for non-audit services described in Section 10A(i)(1)(B)~~“Summary Compensation Table” section of the Securities Exchange Act of 1934 which are approved by the Audit Committee before the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

~~SHAREHOLDERS’ COMMUNICATIONS WITH THE BOARD OF DIRECTORS~~

Shareholders who want to communicate in writing with the Board of Directors, or specified directors individually, may send proposed communications to Republic’s Corporate Secretary at 601 West Market Street, Louisville, Kentucky 40202. The proposed communication will be reviewed by the Audit Committee and the General Counsel. If the communication is appropriate and serves to advance or improve the Company or its performance, contains no objectionable material or language, is not unreasonable in length and is directly applicable to the business of Republic, it is expected that the communication will receive favorable consideration for presentation to the Board of Directors or appropriate director(s).

~~OTHER MATTERS~~

~~The Board of Directors does not know of any matters to be presented at the Annual Meeting other than as specified in~~ this proxy statement. If, however, any other matters should properly come before the 2018 Annual Meeting, it is intended that the persons named in the enclosed proxy, or their substitutes, will vote such proxy in accordance with their best judgment on such matters.

~~SHAREHOLDER PROPOSALS~~

Shareholders who desire to present proposals at the 2019 Annual Meeting must forward them in writing to the Secretary of Republic so that they are received at 601 West Market Street, Louisville, Kentucky 40202 no later than November 9, 2018, in order to be considered for inclusion in Republic’s proxy statement for ~~such meeting. Shareholder proposals submitted after January 19, 2019, will be considered untimely, and~~ the ~~proxy solicited by~~applicable year.


60	Republic for next year’s Annual Meeting may confer discretionary authority to vote on any such matters without a description of them in the proxy statement for that meeting. In accordance with Republic’s bylaws, shareholders must provide advance notice of director nominations to be made at the Annual Meeting no later than January 19, 2019.Bancorp, Inc.

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~~ANNUAL REPORT~~

Republic’s 2017 Annual Report on Form 10-K, with certain exhibits, is enclosed with this proxy statement. The 2017 Annual Report on Form 10-K does not form any part of the material for the solicitation of proxies.

Any shareholder who wishes to obtain a copy, without charge, of Republic’s Annual Report on Form 10‑K for its fiscal year ended December 31, 2017, which includes financial statements and financial statement schedules, and is required to be filed with the Securities and Exchange Commission, may contact Kevin Sipes, Chief Financial Officer, at 601 West Market Street, Louisville, Kentucky 40202, or at telephone number (502) 560-8628.

~~By Order of The Board of Directors~~

~~Steven E. Trager, Chairman and Chief Executive Officer~~

~~Louisville, Kentucky~~

~~March 9, 2018~~

Please vote at www.investorvote.com/RBCAA or mark, date, sign, and return the enclosed proxy as promptly as possible, whether or not you plan to attend the 2018 Annual Meeting in person. If you do attend the 2018 Annual Meeting, you may still vote in person, since the proxy may be revoked at any time prior to its exercise by delivering a written revocation of the proxy to the Secretary of Republic.

(c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding the Chair/CEO) and includes:
a. the change in the fair value of the cumulative unvested Company match of the stock equivalents through the Nonqualified Deferred Compensation Plan, as well as those amounts which vested during the respective year; and
b. the change in fair value of the cumulative unvested equity awards and those that vested during the respective year, all of which were previously included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the Subject Year determined using the same methodology described above in Note 2(c).

For the Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding the Chair/CEO) to arrive at “compensation actually paid” to each NEO (excluding the Chair/CEO) for the year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding the Chair/CEO) for the year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts added or subtracted to determine the adjusted average amount are as follows:


							Value of
							Dividends or
							other
							Earnings Paid
							on Stock or
			Change			Fair Value	Option Awards
			in Fair Value	Fair Value		at the End	not Otherwise
			of	as of	Change in	of the Prior	Reflected in
			Outstanding	Vesting	Fair Value	Year of	Fair Value or
			and	Date of	of Equity	Equity Awards	Total
			Unvested	Equity	Awards	Granted in	Compensation
	Value of Equity	Fair Value	Equity	Awards	Granted	Prior Year	in the
	Awards from	of Equity	Awards at	Granted	in Prior	that Failed to	Summary	Adjusted
	Summary	Awards at FYE	FYE Granted	and	Years that	Meet Vesting	Compensation	Value of
	Compensation	Granted in	in Prior	Vested in	Vested in	Conditions	Table for the	Equity
	Table	the Year	Years	the Year	the Year	in the Year	Year	Awards
Year	($)	($)	($)	($)	($)	($)	($)	($)

2023	247,343	247,343	150,642	-	407,689	-	11,599	817,273

⁵This column represents cumulative Company total shareholder return (“TSR”). TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2021, 2022, and 2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

⁶ This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the KBW NASDAQ Bank Index, a published industry index.

⁷This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.

⁸This column represents the amount of gross operating profit (pre-tax net income) reflected in the Company’s audited financial statements for the applicable year.

35
2024 PROXY STATEMENT	61

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Financial Performance Measures

As described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement, the most important metrics that the Company uses for both its long-term and short-term incentive awards are selected based on an objective of incentivizing the NEOs to increase the value of the Company’s business for its shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

PEO
Total Company Gross Operating Profit

CEO/Bank, CFO, and CIOO
Total Company Gross Operating Profit
Company ranking versus peers on return on average assets (ROAA)
Company ranking versus peers on efficiency ratios



Pres/RPG	~~ANNEX A~~
RPG Gross Operating Profit	~~REPUBLIC BANCORP, INC. AND SUBSIDIARIES~~
~~NON-EMPLOYEE DIRECTOR AND KEY EMPLOYEE~~Company ranking versus ROAA	~~DEFERRED COMPENSATION PLAN~~
~~(as adopted November 18, 2004 and then~~ ~~amended and restated~~Company ranking versus peers on ~~March 16, 2005, March 19, 2008 and again on January 24, 2018)~~efficiency ratios


1. ~~General. This~~62	Republic Bancorp, Inc. ~~And Subsidiaries Non-Employee Director and Key Employee Deferred Compensation Plan (the “Plan”) is intended to more closely align board and executive compensation at~~

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Analysis of the Information Presented in the Pay versus Performance Table

While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company does not specifically align the Company’s performance measures with compensation actually paid (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), the Company is providing the following descriptions of the relationships between the information presented in the Pay versus Performance table below.

Compensation Actually Paid and Cumulative TSR


2024 PROXY STATEMENT	63

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Compensation Actually Paid and Net Income*

* As disclosed in the Company’s Report on Form 10-K for the year ended December 31, 2022, filed on March 3, 2023 (the “2022 10-K”), the Company’s net income for 2022 was positively impacted by the $13.2 million after-tax settlement, net of associated expenses, of its contract dispute and lawsuit with Green Dot Corporation for Green Dot Corporation’s failure to consummate the purchase of the Bank’s Tax Refund Solutions segment.

Compensation Actually Paid and Gross Operating Profit**


64	Republic Bancorp, Inc. ~~(the “Company”~~

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** As disclosed in the 2022 10-K, the Company’s gross operating profit for 2022 was positively impacted by the $17.1 million pre-tax settlement, net of associated expenses, of its contract dispute and lawsuit with Green Dot Corporation for Green Dot Corporation’s failure to consummate the purchase of the Bank’s Tax Refund Solutions segment.

Company TSR vs. Peer Group TSR


2024 PROXY STATEMENT	65

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2023 PAY RATIO DISCLOSURE


Selection of Determination Date		The Company determined the median employee (“Median Employee”) as of December 31, 2023.

Identification of Median Employee		The Median Employee for 2023 is a full-time associate, participates in the Bank’s 401(k) Plan and ~~subsidiaries with~~ the ~~interests~~life and disability insurance programs provided by the Bank. The Median Employee’s base compensation is $62,455. All elements of the ~~Company’s shareholders, by making available to eligible participants tax-deferred investments~~Median Employee’s 2023 compensation mentioned below totaled $65,161.

Calculation of Chair/CEO’s Annual Total Compensation		Using Chair/CEO’s income disclosed in the Summary Compensation Table of this proxy statement, the Company ~~stock. It is intended that~~calculates the ~~Plan be in compliance with Code Section 409A (“Section 409A~~”). It is also intended that the Plan be an unfunded arrangement maintained for non-employee directors and for a select group of management or highly compensated employees. Effective upon the time that a Key Employee Participant (as defined below) is first named on ~~Exhibit A~~ ~~attached hereto, the Plan shall be considered a “top hat plan”~~Chair/CEO’s total compensation for purposes of the pay ratio to be $736,387. As a result, the ratio of the CEO’s annual total compensation to that of the Company’s Median Employee ~~Retirement Income Security Act~~is 11 to 1. The Company believes that this ratio is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure requirements.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Change in

Pension

Value and

Non-Qualified

Non-Equity

Deferred

Stock

Option

Incentive Plan

Compensation

All Other

Name and Principal

Salary

Bonus

Awards

Compensation

Earnings

Compensation

Total

Position

Year

($)

Steven E. Trager (Chair/CEO)

2023

450,320

—

240,000

—

46,067

736,387

Median Employee

2023

62,455

—

2,706

65,161



The Company determined the Median Employee as of ~~1974, as amended~~December 31, 2023. The Chair/CEO’s total annual compensation is approximately eleven (11) times larger than the median employee’s annual total compensation.


66	Republic Bancorp, Inc.

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AUDIT COMMITTEE REPORT

The Audit Committee has furnished the following report:

It is the responsibility of management to prepare the consolidated financial statements and the responsibility of Crowe LLP, Republic’s independent registered public accounting firm for the fiscal year 2023, to audit the consolidated financial statements for conformity with accounting principles generally accepted in the United States of America. The Audit Committee has adopted a written charter describing the functions and responsibilities of the Audit Committee. The Audit Committee charter is available on Republic’s website at www.republicbank.com.

In connection with its review of Republic’s consolidated financial statements for fiscal year 2023, the Audit Committee has:

◾

Reviewed and discussed the audited consolidated financial statements with Republic’s management;

◾

Discussed with Republic’s independent registered public accounting firm those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“~~ERISA~~”PCAOB”)~~. Capitalized terms used herein~~ and ~~not defined where used shall have~~ the ~~meanings set forth in Section 23.~~

2. ~~Eligibility. Eligibility in~~United States Securities and Exchange Commission;

◾

Received the ~~Plan shall be granted~~written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm, the independent registered public accounting firm’s independence; and

◾

Approved the audit and non-audit services of the independent registered public accounting firm for 2023.

The Audit Committee has also discussed with management and the independent registered public accounting firm, the quality and adequacy of Republic’s internal controls and the internal audit function’s organization, responsibilities, budget, and staffing. The Audit Committee reviewed with the independent registered public accounting firm their audit plans, audit scope, and identification of audit risks. The Audit Committee has procedures in place to receive and address complaints regarding accounting, internal controls, or auditing and other Republic issues.

Members of the Audit Committee:

Mark A Vogt, CPA, Chair

Timothy S. Huval

W. Patrick Mulloy, II

Michael T. Rust

The foregoing report of the Audit Committee shall not be deemed soliciting material or filed, incorporated by reference
into or a part of any other filing by us (including any future filings) under the Securities Act of 1933, as amended, or theExchange Act except to the extent we specifically incorporate such report by reference therein.


2024 PROXY STATEMENT	67

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

With respect to transactions involving the Company and its Directors, Executive Officers, and 5% shareholders, the Audit Committee’s charter provides that it will conduct an appropriate review of all related-party transactions for potential conflict of interest situations on an ongoing basis, and the approval by the Audit Committee is required for all such transactions (other than transactions governed by Regulation O of the Board of Governors of the Federal Reserve System, which have received the approval of the Bank Board of Directors). In reviewing a related-party transaction, the Audit Committee considers the material terms of the transaction, including whether the terms are generally available to an unaffiliated third party under similar circumstances. In addition, the Board of Directors is informed of such related-party transactions.

Leasing Arrangements.

Within the Louisville MSA, the Bank leases space in buildings owned by a limited liability company, MAKBE, LLC, whose managing members are the children and nephews of Steven E. Trager, the Chair/CEO, and limited liability companies whose managing members are Steven E. Trager and MAKBE, LLC. See notes to the table under “Share Ownership.” The buildings include Republic Corporate Center, that serves as both the Company’s main office and administrative headquarters in Louisville, Kentucky and is owned and leased by MAKBE, LLC, a limited liability company beneficially owned by the children and nephews of Steven E. Trager, including Andrew Trager-Kusman who also is a Director of the Bank and Company. During 2023, additional leasing relations included the Bank’s Hurstbourne Parkway banking center that is owned and leased to the Bank by Jaytee – Hurstbourne, LLC; the Bardstown Road banking center that is owned and leased to the Bank by Jaytee – Bardstown, LLC; the Springhurst banking center that is owned and leased to the Bank by Jaytee – Springhurst, LLC; and space at the Republic Plaza location that is owned and leased to the Bank by Jaytee Properties II SPE, LLC. Under certain of these lease arrangements, the Bank was responsible for the fit-up and certain build-out costs associated with the leased premises at those facilities. Altogether, these affiliates currently lease 204,611 square feet to the Bank and the Bank pays $381,288 per month in rent, with lease terms expiring between 2024 and 2030. The aggregate annual amount paid under these affiliate leasing arrangements in 2023 was $4,806,162. In accordance with the Audit Committee charter, each of the above leasing transactions was approved by the Board of Directors and the Audit Committee and all were determined by the Board of Directors and the Audit Committee to be on terms comparable to those that could have been obtained from unaffiliated parties.

Right of First Offer Agreement.

On September 19, 2007, Republic entered into a Right of First Offer Agreement (the “Agreement”) with Teebank and the parents of Chair/CEO Steven E. Trager, Bernard M. Trager and Jean S. Trager (collectively, the “Tragers”).

The Agreement does not restrict Teebank’s sale of shares of Republic common stock up until the trigger date (the “Trigger Date”) of the second to die of the Tragers. If Teebank desires to sell to a third party up to 1,000,000 shares of Class A Common Stock in the nine (9) months following the Trigger Date, Teebank must first offer the shares to Republic. Republic then has twenty (20) business days after the notice of a proposed sale to exercise the option, subject to satisfaction of any required regulatory notice requirements and receipt of all required regulatory approvals within sixty (60) days of the option exercise. The option exercise price is the Fair Market Value, as defined in the Agreement, of the shares on the closing date. Teebank is not required to consummate the transaction if the Fair Market Value on the closing date is less than 95% of the Fair Market Value on the date Teebank first gave notice of the proposed sale. Republic can exercise the option only if a majority of Republic’s Independent Directors determine at the time of exercise that the exercise is in Republic’s best interests.


68	Republic Bancorp, Inc.

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The Agreement terminates on the first to occur of the following: (i) a Change in Control, as defined in the Agreement, of Republic, (ii) Republic’s duty to file reports required under Section 13(a) or Section 15(d) of the Exchange Act is suspended, or (iii) fourteen (14) months following the Trigger Date. In addition, Teebank may terminate the Agreement following a material change in the anticipated impact of the estate tax laws and regulations upon the Tragers or their estates.

Relationships with Directors.

There are no additional relationships with Republic Directors, Bank Directors, or the Director Nominees not described in this section or the subsection of this proxy statement titled “Committees of the Board.”

Indebtedness of Directors, Director Nominees, Executive Officers, and Principal Shareholders.

There is no absolute prohibition on personal loans to Directors, Director Nominees, or Executive Officers of insured depository institutions. However, Federal banking laws require that all loans or extensions of credit by the Bank to the Company’s or the Bank’s Executive Officers, Directors, and Director Nominees be made on substantially the same terms, including interest rate and collateral requirements, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. These loans must be of a type generally made available to the Company’s employees or the public at large. In addition, if required by Regulation O, loans made to Executive Officers, Directors, and Director Nominees must be approved in advance by a majority of the disinterested members of the Board of Directors.

During 2023, Directors, Director Nominees, and Executive Officers of Republic and the Bank and other persons or entities with which they are affiliated or with whom they are members of the same immediate family were customers of and had in the ordinary course of business banking transactions with the Bank. All loans included in such transactions were made in the ordinary course of business, were generally available to the public, were made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loan transactions with other persons not related to the lender, which loans did not involve more than the normal risk of collectability or present other unfavorable features as per Regulation S-K Item 404(a) Instruction 4(c).

Split Dollar Insurance Agreement.

By an agreement dated December 14, 1989, as amended August 8, 1994, the Bank entered into a split-dollar insurance agreement with a trust established by the Company’s deceased former Chairman, Bernard M. Trager, father of Chair/CEO, Steven E. Trager, which by agreement, the trust assigned to MAKBE, LLC, whose managing members are the children and nephews of Steven E. Trager, in 2016. Pursuant to the agreement, from 1989 through 2002, the Bank paid $690,000 in total annual premiums on insurance policies held in the trust. The policies are joint-life policies payable upon the death of Ms. Jean S. Trager, mother of Chair/CEO, Steven E. Trager, as the survivor of her husband Bernard M. Trager. The cash surrender value of the policies was approximately $1.8 million as of December 31, 2023.

Pursuant to the terms of the trust, the Bank paid the premiums for the policies held in the trust. In connection with the assignment of, among other assets of the trust, the indebtedness of the trust to MAKBE, LLC, the beneficiaries of the trust will each receive the proceeds of the policies after the repayment of the $690,000 of indebtedness to the Bank. The aggregate amount of such unreimbursed premiums constitutes indebtedness from MAKBE, LLC to the Bank and is secured by a collateral assignment of the policies. As of December 31, 2023, the net death benefit under the policies was approximately $4.3 million. Upon the termination of the agreement, whether by the death of Ms. Trager or earlier cancellation, the Bank is entitled to be repaid by MAKBE, LLC the amount of indebtedness outstanding at that time. In July 2018, MAKBE, LLC began making quarterly payments in the amount of $25,000 to the Bank toward the liability. As of December 31, 2023, the amount owed by MAKBE, LLC to the Bank is $140,000.


2024 PROXY STATEMENT	69

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires Republic’s Executive Officers, Directors, and greater than 10% beneficial owners to file reports of ownership and changes in ownership with the SEC. Executive Officers and Directors are required to furnish Republic with copies of all Section 16(a) forms filed. Based solely upon review of copies of such forms received or written representations that there were no unreported holdings or transactions, Republic believes that, for the most recent fiscal year, all Executive Officers, Directors, and 10% beneficial owners complied with applicable Section 16(a) filing requirements on a timely basis with the following exception: Andrew Trager-Kusman filed one late Form 4 on October 13, 2023 to report a restricted stock award that had been granted to him on October 10, 2023.

SOLICITATION OF PROXIES

The cost of solicitation of proxies hereby will be borne by Republic. Some of Republic’s Directors and Executive Officers who will receive no additional compensation may solicit proxies in person and by telephone, electronic media, facsimile, and mail from brokerage houses and other institutions, nominees, fiduciaries, and custodians who will be requested to forward the proxy materials to beneficial owners of the Class A Common Stock and Class B Common Stock. Republic will, upon request, reimburse such intermediaries for their reasonable expenses in forwarding proxy materials but will not pay fees, commissions, or other compensation.


70	Republic Bancorp, Inc.

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PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Recommendation of Republic’s Board of Directors	The Board of Directors recommends a vote “FOR” the proposal to ratify the selection of FORVIS, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Following an assessment and review of several accounting firms undertaken by the Company, at a meeting held on December 1, 2023, the Audit Committee approved the appointment of FORVIS, LLP (“FORVIS”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, subject to execution of an engagement letter, which became effective on March 14, 2024. As a result of the same process, the Audit Committee approved the dismissal of Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm, effective upon completion of Crowe’s audit of the Company’s consolidated financial statements and filing of the 2023 10-K.

The Company is asking its shareholders to ratify the selection of FORVIS as the Company’s independent registered public accounting firm for fiscal year 2024. Although ratification is not required by the Bylaws or otherwise, the Board is submitting the selection of FORVIS to the Company’s shareholders as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of Republic and its shareholders.

Representatives from both Crowe and FORVIS are expected to attend the Annual Meeting with the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

Previous Independent Registered Public Accounting Firm

Crowe’s report on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and subsequent interim periods through the date of this report, there were no disagreements (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions) with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Crowe, would have caused Crowe to make reference to the matter in connection with its report. There were no reportable events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K that occurred within the years ended December 31, 2023 and 2022, and subsequent interim periods through the date of this report, except for the material weaknesses in the Company’s internal control over financial


2024 PROXY STATEMENT	71

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reporting, as previously reported in Part II, Item 9A, “Controls and Procedures,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 3, 2023, and in Part I, Item 4, “Controls and Procedures,” in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 filed with the SEC on May 5, 2023, August 4, 2023, and November 3, 2023, respectively, in each case related to:

the Company did not maintain effective controls over the initial implementation of new products offered through third parties within Republic Processing Group. Specifically, Management identified that a Republic Credit Solutions (“RCS”) product’s contractual terms were not sufficiently communicated internally, and the controls were not designed to identify and test all relevant transactional data posting to the Company’s financial statements for the product;

ii.

the Company did not maintain effective controls over the information and communication as it relates to the reconciliation function. Specifically, the controls were not precisely designed to identify, communicate, resolve, and timely escalate reconciliation issues to the appropriate levels within the organization; and

iii.

the Company did not design and maintain effective controls over the financial analysis of RCS products’ yields. Specifically, the Company reviewed the weighted average yield of all RCS products on a segment basis rather than an individual product basis.

The Audit Committee has discussed the material weaknesses in the Company’s internal control over financial reporting with Crowe and has authorized Crowe to respond fully to the inquiries of FORVIS concerning such material weaknesses. There are no limitations placed on Crowe or FORVIS concerning the inquiry of any matter related to Republic’s financial reporting.

Appointment of New Independent Registered Public Accounting Firm

On December 1, 2023, the Audit Committee approved and on January 24, 2024 the Board approved the appointment of FORVIS as its independent registered public accounting firm for the fiscal year ending December 31, 2024, subject to execution of an engagement letter, which became effective on March 14, 2024. During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim periods through the date of this report, neither the Company nor anyone acting on its behalf has consulted with FORVIS regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company by FORVIS, or oral advice was provided that FORVIS concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in paragraph 304(a)(1)(v) of Regulation S-K).

The following table sets forth the aggregate fees billed for professional services rendered by Crowe the fiscal years ended December31, 2023 and December31, 2022:



	AUDIT FEE TABLE
Year	Audit Fees			Audit Related Fees		Tax Fees		All Other Fees		Total

2023	$	804,600	*	$	—	$	—	$	57,000	$	861,600
2022	$	509,500		$	5,000	$	—	$	90,400	$	604,900

*Audit fees for 2023 includes $189,000 of fees related to the 2022 audit which were billed after the completion and filing of the proxy statement for the April 20, 2023 annual meeting of shareholders.

The Audit Committee pre-approved all services provided by Crowe during fiscalyears 2023 and 2022. Additional details describing the services provided by Crowe in the categories in the above table are as follows:


72	Republic Bancorp, Inc.

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Audit Fees

Crowe charged $804,600 in fiscalyear 2023 and $509,500 in fiscalyear 2022 for audit fees. These include professional services in connection with the audit of the Company’s annual financial statements and its internal control over financial reporting. They also include reviews of the Company’s financial statements included in the Company’s Quarterly and Annual Reports on Form10-Q and Form10-K and for services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the fiscalyears shown.

Audit Related Fees

Fees for audit-related services provided by Crowe in fiscalyear 2023, as disclosed in the above “Audit Fee Table,” primarily include assistance with the review of various accounting standards. For fiscalyear 2023, there were no audit related fees, and there were $5,000 in audit related fees for review of discontinued operations disclosures in fiscalyear 2022.

All Other Fees

Fees for all other services provided by Crowe, as disclosed in the above “Audit Fee Table,” relate to a 401(k)benefit plan audit, a mandated U.S. Department of Housing and Urban Development (HUD) Federal Housing Administration (FHA) compliance audit in fiscal years 2023 and 2022, and fees associated with the Company’s participation in an insurance captive in fiscalyear 2022.

The Audit Committee has determined that the provision of the services covered under the caption “Audit Related Fees” above is compatible with maintaining the independent registered public accounting firm’s independence.

The following table sets forth the aggregate fees billed for professional services rendered by FORVIS for the fiscal years ended December31, 2023 and December31, 2022:



	AUDIT FEE TABLE
Year	Audit Fees		Audit Related Fees		Tax Fees		All Other Fees		Total

2023	$	—	$	—	$	197,302	$	186,720	$	384,022
2022	$	—	$	—	$	149,977	$	116,613	$	266,590

Tax Fees

Fees for Tax services provided by FORVIS in fiscalyear 2023 and 2022, as disclosed in the above “Audit Fee Table,” primarily include the preparation of the Company’s federal and state income tax returns.

All Other Fees

Fees for all other services provided by FORVIS, as disclosed in the above “Audit Fee Table,” related to valuation work for the Company’s acquisition of CBank, quarterly valuation services through September 30, 2023 of the Company’s loan portfolio, quarterly reviews through September 30, 2023 of the Company’s income tax provision, and consulting services FORVIS performed relating to the Bank’s enterprise risk management function.

All services performed by FORVIS under the caption “All Other Fees” above were completed prior to December 1, 2023, the date FORVIS was selected by the Audit Committee to be the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.


2024 PROXY STATEMENT	73

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Pre-Approval Policies and Procedures

The Audit Committee’s charter provides that the Audit Committee will pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm, as required by the applicable rules promulgated pursuant to the Exchange Act, subject to exceptions described in the Exchange Act, which are approved by the Audit Committee before the completion of the audit. The Audit Committee may delegate authority to the chair of the Audit Committee, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such chair of the Audit Committee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting.


74	Republic Bancorp, Inc.

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SHAREHOLDERS’ COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Shareholders who want to communicate in writing with the Board of Directors, or specified Directors individually, may send proposed communications to Republic’s Corporate Secretary at 601 West Market Street, Louisville, Kentucky 40202. The proposed communication will be reviewed by the Audit Committee and the General Counsel. If the communication is appropriate and serves to advance or improve the Company or its performance, contains no objectionable material or language, is not unreasonable in length, and is directly applicable to the business of Republic, it is expected that the communication will receive favorable consideration for presentation to the Board of Directors or appropriate Director(s).


2024 PROXY STATEMENT	75

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OTHER MATTERS

The Board of Directors does not know of any matters to be presented at the Annual Meeting other than as specified in this proxy statement. If, however, any other matters should properly come before the Annual Meeting, it is intended that the persons named in the enclosed proxy, or their substitutes, will vote such proxy in accordance with their best judgment on such matters.


76	Republic Bancorp, Inc.

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SHAREHOLDER PROPOSALS

To be considered for inclusion in the proxy statement for the 2025 Annual Meeting, shareholders who desire to present proposals at such meeting must forward them in writing to the Secretary of Republic so that they are received at 601 West Market Street, Louisville, Kentucky 40202 no later than November 15, 2024. Such proposals must comply with SEC requirements related to the inclusion of shareholder proposals in company-sponsored proxy materials. Any notice of a proposal submitted outside the process of Exchange Act Rule 14a-8 that a shareholder intends to bring at the 2025 Annual Meeting should be submitted by January 25, 2025, and the proxies that Republic solicits for its 2025 Annual Meeting will confer discretionary authority to vote on any such matters without a description of them in the proxy statement for that Annual Meeting. Shareholder proposals submitted after January 25, 2025 will be considered untimely. In accordance with the Bylaws, shareholders must provide advance notice of director nominations to be made at the 2025 Annual Meeting no later than January 25, 2025.


2024 PROXY STATEMENT	77

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ANNUAL REPORT

The 2023 10-K, with certain exhibits, is enclosed with this proxy statement. The 2023 10-K does not form any part of the material for the solicitation of proxies.

Any shareholder who wishes to obtain a copy, without charge, of the 2023 10-K, which includes financial statements and financial statement schedules, and is required to be filed with the SEC, may contact Kevin Sipes, Chief Financial Officer, at 601 West Market Street, Louisville, Kentucky 40202.


	BY ORDER OF THE BOARD OF DIRECTORS


	Steven E. Trager,
	Executive Chair and Chief Executive Officer

Louisville, Kentucky
March 15, 2024

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by submitting your proxy in advance of the meeting using one of the methods described earlier in this proxy statement under “VOTING.”


78	Republic Bancorp, Inc.

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Thanks, as always, for your
continued support.

Republic Bancorp, Inc.

Republic Corporate Center
601 West Market Street
Louisville, KY 40202

(502) 584-3600

republicbank.com

Investor Relations

Mr. Kevin D. Sipes

(502) 560-8628 ksipes@republicbank.com

Transfer Agent

Computershare Investor Services
150 Royall St

Suite 101

Canton, MA 02021

(312) 360-5350

01 - Yoania Cannon 04 - Heather V. Howell 07 - W. Patrick Mulloy, II 02 - David P. Feaster 05 - Timothy S. Huval 08 - W. Kennett Oyler, III 03 - Jennifer N. Green 06 - Ernest W. Marshall, Jr. For Withhold For Withhold For Withhold 1UPX 09 - Logan M. Pichel 10 - Vidya Ravichandran 11 - Alejandro M. Sanchez 12 - A. Scott Trager 13 - Steven E. Trager 14 - Andrew Trager-Kusman 15 - Mark A. Vogt Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03Y1KD + + A Proposals — The Board recommends a vote FOR all Director Nominees in Proposal 1 and FOR Proposal 2. 2. Ratification of the ~~Company or~~appointment of ~~its Subsidiaries who are not also employees of the Company or of its Subsidiaries and any Director Emeritus, as defined in Section 23 (collectively referred to~~FORVIS, LLP as the “~~Director Participants”). In addition, eligibility~~independent registered public accounting firm for the fiscal year ending December 31, 2024. 1. Election of Directors: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Annual Meeting Proxy Card You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/RBCAA or scan the QR code — login details are located in the ~~Plan may be granted~~shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/RBCAA Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Your vote matters – here’s how to ~~the employees of the Company or of its Subsidiaries who have been designated by the Compensation Committee of the Board of Directors of the Company (the “Committee”) as being eligible for the Plan (the “Key Employee Participants” and, together with Director Participants, the “Participants~~”). The Committee shall have full power and discretion to name additional employees of the Company as Key Employee Participants and to remove such employees as Key Employee Participants at such times as it shall decide in its sole discretion, provided that any such removal shall not affect a Participant’s Deferral Elections already made until the next period for which such elections could otherwise be changed or revoked hereunder.vote!

3. ~~Election~~.

~~(a)~~ ~~Director Participant Elections. Each Director Participant may elect to defer under the Plan up to 100% of his annual board and committee meeting fees (collectively, “Board Fees~~”). In addition, stock grants (if any) made to Directors in 2019 or later tax years may be separately elected to be deferred. A Director Participant’s election to defer a portion of his Board Fees and/or stock grants shall be made in writing and shall be effective upon receipt and acceptance by the Company. Such election shall remain in effect for subsequent years unless a new written election is submitted in accordance with this Section 3(a). Except in the case of a newly eligible Director Participant (who may file an election to defer as set out in 3(c) below), an election to defer (or to change or revoke an ongoing deferral election) shall be made no later than 10 days preceding commencement of a calendar year with respect to any deferral of Board Fees or stock grants to be earned in such year, provided, however, that such elections shall be made at an earlier time if required under Section 409A. Any election may be changed in writing, but only as to fees or grants to be earned at and after commencement of the next succeeding calendar year, and shall become irrevocable 10 days before that succeeding calendar year.

~~(b)~~ ~~Key Employee Participant Elections. Each Key Employee Participant may elect to defer under the Plan up to 50% of his base salary (“Compensation~~”). A Key Employee Participant’s election to defer a portion of his Compensation shall be made in writing and shall be effective upon receipt and acceptance by the Company. A written election, once made, shall remain in effect for subsequent years unless a new written election is submitted in accordance with this Section 3(b) for a subsequent calendar year. Except in the case of a newly eligible Key Employee Participant an election to defer Compensation (or to change or revoke an ongoing deferral election) shall be made no later than 10 days preceding commencement of a calendar year with respect to any deferral of Compensation to be earned in such year. Any election may be changed in writing, but only as to compensation that relates to services rendered after commencement of the next succeeding calendar year, and shall become irrevocable 10 days before the succeeding calendar year.

~~A-1~~

~~(c)~~ ~~Newly-Eligible Participants. Subject to~~Small steps make an impact. Help the same percentage limitations as set out in 3(a) or (b) above, a newly-eligible Participant may file an election to defer Board Fees, stock grants or Compensation (as the case may be) earned with respect to services performed after such election within 30 days after the effective date (which shall always be a future date) of becoming eligible to participate in the Plan. The rules of the prior sentence regarding new enrollments shall not apply unless the Participant can be treated as initially eligible in accordance with Reg. Sec. 1.409A-2(a)(7), which generally provides that this special election period shall not apply to Participants in this Plan who were, prior to eligibility hereunder, made eligible in any other plans of the Employer that must be aggregated with this Plan under Code Section 409A, and shall not apply to a Participant whose eligibility to defer under this Plan started, then ceased, then was renewed again, unless that Participant was not able to defer under this and all aggregated plans (if any) for the previous 24 months or longer.

~~(d)~~ ~~Company Match for Key Employee Participants~~.

~~(i)~~ ~~Company Match~~. As of the end of each month beginning with May 2018, the Company shall also credit to the Deferred Compensation Account of each Key Employee Participant a matching contribution equal to 100% (or such lesser percentage as may be prescribedenvironment by the Committee on a prospective basis by notice to Participants) of the amount of Compensation deferred by each such Participant under this Plan in the prior month, up to a dollar cap established by the Committee for each year (the “~~Company Match”).~~

~~(ii)~~ ~~Vesting of Company Match~~. The Company Match, and earnings thereon, credited to a Participant’s Deferred Compensation Account shall become nonforfeitable and vest on the last day of each calendar year in accordance with the following schedule:

Period since beginning of year to which Match relates:	~~Vested Percentage~~
~~Less than 5 years~~	0%
~~5 years or more~~	~~100%~~

So, for example, if a Company Match of $20,000 is made with respect to deferrals made in 2018, on December 31, 2022, that Company Match shall be 100% vested, if the Key Employee Participant remains employed on such date. Any unvested Company Match amounts, and earnings thereon, credited to the Participant’s Deferred Compensation Account shall be forfeited upon termination of employment for any reason prior to the vesting date set out above, unless such termination occurs on account of death or Disability, in which case, the Company Match and related earnings shall be 100% vested. Further, all Company Match and related earnings will be 100% vested if an Participant has not yet forfeited such amounts, upon the happening of a Change in Control. Each year’s Company Match and related earnings thereon shall be accounted for separately hereunder, and the payment date thereof, as well as its vesting, shall be determined as hereinafter provided.

4. ~~Director Stock Credits~~. The Company may, upon a grant of stock to Directors, conclude at the time of such award to automatically credit such stock grant to the Deferred Compensation Account of all (but not less than all) Directors to whom the award is made, as a nonelective credit hereunder (“~~Stock Credit”).~~

5. ~~Duration of Deferral~~. Each Director Participant’s annual election shall specify the period of the deferral for their elective amounts for any year, which election may be different for any stock grants the Director electively defers, than for Board Fees deferred. The duration of deferral of any Stock Credits shall be designated by the Company at the time the nonelective awards are made. In each case, the period of deferral shall be a specified period of years ranging from two to five years from the beginning of the year of deferral. Key Employee deferrals and related Company Match for each year shall be automatically deferred for a period of five years from the beginning of the year to which such amounts relate.

6. ~~Subsequent Change in Duration of Deferral~~.A Participant may later elect to lengthen the period of a deferral of either or both (separate elections) of their own elective deferrals or Stock Credits (for Directors) or Company Match (for Key Employees); provided, however, that any delayed payment date election shall not take effect for 12 months following the date the change election is made, and the election must be made at least 12 months before, and shall be irrevocable after such 12th ~~prior month, the previously-scheduled payment date with respect to the year’s elective and/or~~

~~A-2~~

Stock Credit or Company Match amounts, and, provided further, that each such change in payment date must provide for an additional deferral of the payment date for five years later than the previously-scheduled payment date.

7. ~~Deferred Compensation Account~~. The Company shall maintain a bookkeeping account and relevant subaccounts to which deferred compensation and any Stock Credits or Company Match amounts of each Participant shall be credited at the end of each calendar month after such compensation is deferred (each a “~~Deferred Compensation Account”). At the end of each fiscal quarter, the amounts credited to each Deferred Compensation Account and subaccount shall be converted into whole stock units (“Stock Units”) equivalent in value to shares of Class A common stock of the Company (“Stock~~”). The conversion of deferred compensation into Stock Units will be made on the basis of the Fair Market Value of the Stock on the last business day of each fiscal quarter. Any fractional units shall be credited as cash and converted to Stock Units only as and when the accumulated cash credited to that Participant is sufficient to convert to a whole Stock Unit at the end of a quarter.

8. ~~Dividend Equivalent~~. During the term of deferral, the Stock Units standing to the credit of each Participant’s Deferred Compensation Account shall be credited with an amount equal to the cash dividends that would have been paid on the number of Stock Units in such Deferred Compensation Account if such Stock Units were deemed to be outstanding shares of Stock (“~~Dividend Equivalents~~”). Dividend Equivalents credited to Stock Units shall be converted to additional whole Stock Units and credited to the Participant’s Deferred Compensation Account at the end of each fiscal quarter. The conversion of Dividend Equivalents into Stock Units shall be made on the basis of the Fair Market Value of the Stock on the last business day of each fiscal quarter. Any fractional units shall be credited as cash and converted to Stock Units only as and when the accumulated cash credited to that Participant is sufficient to convert to a whole Stock Unit at the end of a quarter.

9. ~~Changes in Stock~~. In the event of a stock dividend, stock split, reverse stock split or similar change in capitalization affecting the Stock, the Committee shall make appropriate adjustments in the number of Stock Units credited to each Participant’s Deferred Compensation Account. The adjustment by the Committee shall be final, binding and conclusive.

~~10.~~ ~~Rights of Participants~~. Participation in the Plan, and any actions taken pursuant to the Plan, shall not create or be deemed to create a trust or fiduciary relationship of any kind between the Company, its Subsidiaries and the Participant. The Company or its Subsidiaries (as the case may be) may, but shall have no obligation to, establish any separate fund, reserve, or escrow or to provide security with respect to any amounts deferred under the Plan. Any assets of the Company or its Subsidiaries which are set aside in any separate fund, reserve or escrow shall continue for all purposes to be a part of the general assets of the Company or its Subsidiaries, with title to the beneficial ownership of any such assets remaining at all times in the Company and its Subsidiaries. No Participant, nor his legal representatives, nor any of his beneficiaries shall have any right, other than the right of an unsecured general creditor of the Company or its Subsidiaries, in respect of the Deferred Compensation Account established hereunder, and such persons shall have no property interest whatsoever in any specific assets of the Company or its Subsidiaries. A Participant shall have no rights as a stockholder of the Company, and shall not be entitled to vote, with respect to the Stock Units credited to his Deferred Compensation Account.

~~11.~~ ~~Distributions~~.

~~(a)~~ ~~Normal Distributions~~.

~~(i)~~ ~~Director Participants. Each Director Participant (or his beneficiary in the event of his death) shall be entitled~~consenting to receive the value of all Stock Units standing to the credit of his Deferred Compensation Account upon the earliest to occur of: (A) the payment date last selected pursuant to Section 4 for an annual subaccount thereof; and (B) the Director Participant’s death or Disability.

~~(ii)~~ ~~Key Employee Participants~~. Each Key Employee Participant (or his beneficiary in the event of his death) shall be entitled to receive the value of all Stock Units standing to the credit of his Deferred Compensation Account upon the earliest to occur of: (A) the payment date last selected (or automatically designated, with respect to Company Stock amounts) pursuant to Section 4 for each annual subaccount thereof; and (B) the Key Employee Participant’s death or Disability.

~~A-3~~

~~(b)~~ ~~Early Distributions~~. A Participant will only be permitted to receive a distribution of his Deferred Compensation Account prior to the times specified in Section 9(a) above in the event of: (i) a Change in Control of the Company or Subsidiary for which that Participant works or performs Director services; or (ii) upon approval by the Committee (without the involved Participant being allowed to elect whether to exercise this discretion with respect to such Participant's Account), a de minimis payout of a Participant’s entire Deferred Compensation Account upon his Separation from Service if the payment is not greater than the then-limit under 402(g) of the Code (now $18,500, but indexed annually by the IRS) and the payout is made on or before the later of December 31 of the year of his Separation from Service or 2½ months after his Separation from Service.

~~(c)~~ ~~Form of Distribution~~. All distributions shall be paid in a single lump of whole shares of Stock equal to the number of Stock Units in the Deferred Compensation Account, with any amount in excess of whole shares then credited to the account paid in cash. All distributions under the Plan shall be the obligation of the Company or Subsidiary for which the Participant provides services.

~~(d)~~ ~~Delay in Distribution to Specified Participants~~. Notwithstanding anything to the contrary in this Section 11, in the case of a distribution to a Participant who is a “specified participant” where the timing of such distribution is based on such Participant’s Separation from Service other than on account of death, the date of distribution to such Participant shall beelectronic delivery, sign up at least six (6) months after the date of such Participant’s Separation from Service (or, if earlier, the date of the Participant’s Disability). A “specified participant” shall mean a “key employee” (which can include Directors) within the meaning of Code Section 416(i) (but without regard to Code Section 416(i)(5)), as of the last identification date thereof and determined in the manner provided in Treasury Regulation §1.409-1(i), if, when the Participant’s Separation from Service occurs, stock of the Company is publicly traded on an established securities market or otherwise.

~~12.~~ ~~Tax Withholding~~.

~~(a)~~ ~~Payment by Participant~~. Each Participant shall, no later than the date as of which his Stock Units or payments received thereunder first become includible in the gross income of the Participant for Federal income or employment tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income. With respect to Key Employee Participants, the Company will withhold any such taxes due upon initial deferral hereunder from other Compensation. For taxes due upon vesting of Company Match amounts, such taxes shall be debited from other wages or amounts then due the Participant, and each Participant consents to such withholding from other amounts then due the Participant. Only if and to the extent no other (or insufficient) Compensation payable in cash is then due a Participant at the time Company Match amounts become vested hereunder, will the Company debit any taxes required to be withheld from the Deferred Compensation Account, and then only to the extent allowed by Code Section 409A. The Company shall, to the extent permitted by law, have the right to deduct any taxes due at vesting or payment from any payment of any kind otherwise due to the Participant. The Company’s obligation to make any payments to any Participant is subject to and conditioned on tax obligations being satisfied by the Participant. The Company shall report amounts deferred hereunder to the Internal Revenue Service in accordance with the requirements of Section 409A.

~~(b)~~ ~~Payment in Stock~~. Subject to approval by the Committee, a Participant may elect to have the minimum required Federal, state, other income and statutory withholding obligation due when payments are made under the Plan satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to the Plan a number of shares with an aggregate fair market value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Stock owned by the Participant, and that have been held by the Participant for at least six months (12 months in the case of Stock acquired upon exercise of an incentive stock option), with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. Notwithstanding the preceding sentence, any such right to pay withholding amounts due by delivery of already-owned stock shall be ineffective and void from its inception if such right is deemed to be a feature allowing deferral of compensation within the meaning of Section 409A.

~~13.~~ ~~Beneficiary~~. If a Participant dies before he has received full payment of the amount credited to his Deferred Compensation Account, such unpaid portion shall be paid to the Participant’s primary or contingent beneficiary as designated by the Participant in writing. If no beneficiary has been designated or if a designated beneficiary has predeceased the Participant, such unpaid portion shall be paid first to the Participant’s spouse, or, if there is no spouse, to the Participant’s children per stirpes, or, if there are no spouse or children, to the Participant’s estate.

~~A-4~~

~~14.~~ ~~No Assignment~~. The deferred compensation payable under this Plan shall not be subject to alienation, assignment, garnishment, execution, or levy of any kind, and any attempt to cause any compensation to be so subjected shall not be recognized.

~~15.~~ ~~Expenses~~. All expenses incurred in the establishment and maintenance of or attributable to a Participant’s Deferred Compensation Account shall be borne by the Company and shall not reduce the amount credited to such Deferred Compensation Account.

~~16.~~ ~~Amendment and Termination. This Plan may be amended in any way or may be terminated, in whole or in part, at any time, and from time to time,~~www.investorvote.com/RBCAA Proxy Solicited by the Board of Directors of the Company. The foregoing provisions of this paragraph notwithstanding, no amendment or termination of the Plan shall adversely reduce the number of Stock Units credited to the Deferred Compensation Accounts prior to the effective date of such amendment or termination or, except to the extent permitted under Section 409A upon Plan termination or following a Change in Control, accelerate the timing of payment from the Deferred Compensation Accounts. Notwithstanding the foregoing, the Board of Directors of the Company specifically reserves the right to amend the Plan as necessary to comply with Section 409A.

~~17.~~ ~~Plan Administration~~. The Board of Directors of the Company shall have the exclusive discretionary authority to determine the amounts of benefits under the Plan, make factual determinations, construe and interpret terms of the Plan, supply omissions and determine any questions which may arise in connection with its operation and administration. Its decisions or actions in respect thereof, including any determination of any amount credited or charged to the Participants’ Deferred Compensation Accounts or the amount or recipient of any payment to be made therefrom, shall be conclusive and binding for all purposes upon the Company and upon any and all Participants, their beneficiaries, and their respective heirs, distributees, executors, administrators and assignees. In the case of the administration of the Plan with respect to Key Employee Participants only, the authority of the Board of Directors of the Company described herein may be exercised by the Committee.

~~18.~~ ~~Binding Effect~~. The terms of this Plan shall be binding upon and shall inure to the benefit of the Company and its successors or assigns and each Participant and his Beneficiaries, heirs, executors, and administrators.

~~19.~~ ~~Limitation of Liability~~. Subject to its obligation to pay the vested credits to the Participant’s Deferred Compensation Account at the time distribution is required hereunder, neither the Company, any person acting on behalf of the Company, the Board of Directors, nor the Committee shall be liable for any act performed or the failure to perform any act with respect to the terms of the Plan, except in the event that there has been a judicial determination of willful misconduct on the part of the Company, such person, the Board of Directors or the Committee.

~~20.~~ ~~Governing Law. This Plan, and all actions taken hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, except as such laws may be superseded by ERISA.~~

~~21.~~ ~~Reporting. The Company shall provide statements to Participants showing the amounts standing to the credit of their Deferred Compensation Accounts no less frequently than once a year.~~

~~22.~~ ~~Claims Procedure~~.

(a) All claims for benefits under this Plan shall be filed in writing with the Board of Directors of the Company in accordance with such procedures as the Board shall reasonably establish.

(b) The Board of Directors of the Company shall, within 90 days (45 days for payment based on Disability) after a submission of a claim, provide adequate notice in writing to any claimant whose claim for benefits under the Plan has been denied. Such notice shall contain the specific reason or reasons for the ~~denial~~Annual Meeting of Shareholders – April 25, 2024 W. Patrick Mulloy, II, Kevin D. Sipes, and references to specific Plan provisions on which the denial is based. The Board shall also provide the claimant with a description of any material or information which is necessary in order for the claimant to perfect his claim and an explanation of why such information is necessary. If special circumstances require an extension of time for processing the claim, the Board shall furnish the claimant a written notice of such extension prior to the expiration of the 90-day period (30 days for a Disability claim, and an additional 30-day extension is available). The extension notice shall indicate the reasons for the extension and the expected date for a final decision, which date shall not be more than 180 days (105 days for Disability) from the initial claim.

~~A-5~~

(c) The Board of Directors of the Company shall, upon written request by a claimant within 60 (180 for a disability claim) days of receipt of the notice that his claim has been denied, afford a reasonable opportunity to such claimant for a full and fair review by the Board of the decision denying the claim. The Board will afford the claimant an opportunity to review pertinent documents and submit issues and comments in writing. The claimant shall have the right to be represented.

(d) The Board of Directors of the Company shall, within 60 days (45 days for a disability claim) of receipt of a request for a review, render a written decision on its review. If special circumstances require extra time for the Board to review its decision, the Board will attempt to make its decision as soon as practicable, and in no event will the Board take more than 120 days (105 days for Disability claims) to send the claimant a written notice of its decision.

~~23.~~ ~~Source of Shares~~. Shares of Stock reserved under the Company’s then-effective Stock Incentive Plan shall be used to satisfy any obligations to distribute Stock under this Plan, but the Stock when issued under this Plan shall not bear the restrictions on transfer which may be set forth in such Stock Incentive Plan.

~~24.~~ ~~Effective Date. This Plan was originally effective as of January 1, 2005; the effective date of this restatement shall be January 24, 2018.~~

~~25.~~ ~~Definitions~~.

~~(a) “Change in Control” shall have the meaning provided in regulations or guidance under Code Section 409A from time to time, which currently provide that it shall mean the occurrence of a “Change in Ownership,” “Change in Effective Control” or “Change in Asset Control” as each is defined below, subject to the requirements in subsection (i) below.~~

~~(i)~~ ~~General Requirements~~.

(A) The Change in Control must relate to (A) a corporation for whom the Participant is performing services at the time of the Change in Control, (B) a corporation that is liable for the payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable), or (C) a corporation that is a majority shareholder of a corporation identified in (A) or (B)Christy A. Ames (the “Proxies”), or any ~~corporation in a chain~~ of ~~corporations in which~~them, each ~~corporation is a majority shareholder~~with the power of ~~another corporation in~~substitution, are hereby authorized to represent and vote the ~~chain, ending in a corporation identified in (A) or (B).~~

~~(B) A majority shareholder is a shareholder owning more than 50%~~shares of the ~~total fair market value and total voting power of such corporation.~~

~~(C) For purposes of this definition, Code Section 318(a) applies to determine stock ownership. Stock underlying a vested option is considered owned by~~undersigned, with all the ~~individual who holds~~powers which the ~~vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however,~~undersigned would possess if a vested option is exercisable for stock that is not substantially vested (as defined by Treas. Reg. Sections 1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

~~(D) For purposes of this definition, Persons will not be considered to be acting as a group solely because they purchase assets or purchase or own stock of the same corporation~~personally present, at the ~~same time, or as a result~~Annual Meeting of ~~the same public offering. However, persons will be considered to be acting as a group if they are owners~~Shareholders of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with the corporation. If a Person owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

~~(ii)~~ ~~Change in Ownership. A Change in Ownership occurs on the date that any one Person, or more than one person acting as a group (as defined above in subsection (a)(i)(D)), acquires ownership of stock~~

~~A-6~~

of the corporation that, together with stock held by such Person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the corporation. However, if any one Person or more than one Person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the corporation, the acquisition of additional stock by the same Person or Persons is not considered to cause a Change in Ownership of the corporation (or to cause a Change in the Effective Control of the corporation). An increase in the percentage of stock owned by any one Person, or Persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this Section. A Change in Ownership occurs only when there is a transfer of stock of the corporation (or issuance of stock of the corporation) and stock in the corporation remains outstanding after the transaction.

~~(iii)~~ ~~Change in Effective Control. Notwithstanding that the corporation has not undergone a Change in Ownership, a Change in Effective Control of the corporation occurs on the date that either:~~

(A) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of the corporation; or

(B) A majority of members of the Board of Directors of the corporation is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that for purposes of this paragraph (B) the term corporation refers solely to the relevant corporation identified above in subsection (a)(i)(A) for which no other corporation is a majority shareholder for purposes of that paragraph.

A Change in Effective Control also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control under subsections (a)(ii) or (a)(iv) of this definition.

If any one Person, or more than one Person acting as a group, is considered to effectively control a corporation (within the meaning of this subsection (a)(iii)), the acquisition of additional control of the corporation by the same Person or Persons is not considered to cause a Change in Effective Control of the corporation (or to cause a Change in Ownership of the corporation within the meaning of subsection (a)(ii)).

~~(iv)~~ ~~Change in Asset Control~~. A Change in Asset Control of the corporation occurs on the date that any one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(A) There is no Change in Control under this subsection (iv) when there is a transfer to an entity that is controlled by the shareholders of the corporation immediately after the transfer, as provided in this subsection (iv). A transfer of assets by the corporation is not treated as a Change in Assets Control if the assets are transferred to:

~~(1) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock;~~

~~(2) An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the corporation;~~

(3) A Person, or more than one Person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the corporation; or

~~A-7~~

~~(4) A Person, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a Person described subsection (iv)(A)(3).~~

~~(B) For purposes of this subsection (iv) and except as otherwise provided, a Person’s status is determined immediately after the transfer of the assets.~~

~~(b) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.~~

~~(c) “Director Emeritus~~” shall mean a former member of the Board of Directors of the Company who is not also an employee of the Company and who has been classified as a “Director Emeritus” by the Board of Directors of the Company and serves as such on the board of directors of a Subsidiary of the Company.

~~(d) “Disability~~” shall mean when a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company or a Subsidiary.

~~(e) “Fair Market Value” shall mean, as of any date, the value of a share of Stock determined as follows:~~

(i) If the Stock is listed on any established stock exchange or a national market system, including, without limitation, the National Market of the National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, its Fair Market Value shall be the closing market price of the Stock as reported on the date of determination, or, if no trades were reported on that date, the closing price on the most recent trading day immediately preceding the date of the determination, as quoted on such system or exchange, or the exchange with the greatest volume of trading in Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii) If the Stock is quoted on the Nasdaq System (but not on the National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(iii) In the absence of such markets for the Stock, the Fair Market Value shall be determined in good faith by the Committee, considering any and all information they determine relevant, including, without limitation, the valuation methods permitted in Treas. Reg. Section 20.2031-2 (estate tax regulations) or a third-party appraisal.

~~(f) “Person~~” shall mean an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or any other business entity.

~~(g) “Subsidiary” or “Subsidiaries” shall mean any corporation which at the time qualifies as a subsidiary of the Company under the definition of “subsidiary corporation” in Code Section 424(f).~~

~~(h) “Separation from Service” means,~~

(i) with respect to a Key Employee Participant, the date the Company and the Key Employee Participant reasonably anticipate that (i) the Key Employee Participant will not perform any further services for the Company or any other entity considered a single employer with the Company under Section 414(b) or (c) of the Code, or (ii) the level of bona fide services performed after that date (as an employee or independent contractor), will permanently decrease to less than 50% of the average level of bona fide services performed over the previous 36 months (or if shorter over the duration of service). The Key Employee Participant will not be treated as having a Separation from Service while on military leave, sick leave or other bona fide leave of

~~A-8~~

absence if the leave does not exceed six months or, if longer, the period during which the Employee has a reemployment right with the Company by statute or contract. If a bona fide leave of absence extends beyond six months, a Separation from Service will be deemed to occur on the first day after the end of such six-month period, or on the day after the Employee’s statutory or contractual reemployment right lapses, if later. The Company will determine whether a Separation from Service has occurred based on all relevant facts and circumstances, in accordance with Treasury Regulation §1.409A-1(h).

(ii) with respect to a Director Participant, the date the Director’s term as a Director expires, the Director resigns, or the Director is removed, provided that the Company and Director in good faith believe at that time that the Director’s status will not be renewed and that no other service relationship (as an employee or independent contractor) will continue or begin. If the parties anticipate that some service relationship will continue after a Director’s term expires and is not renewed, in all events the “Separation from Service” is deemed to occur 12 months after the date on which a Director Participant ceases to serve as a member of the Board of Directors of the Company or a Subsidiary, as long as the Director Participant does not actually perform services for the Company or a Subsidiary (as a director, employee or independent contractor) during such 12 month period, as provided under Treasury Regulation §1.409A-1(h)(2)(ii).

Notwithstanding the above, the services of a person as a Director are not taken into account for purposes of determining if that same person has a Separation from Service as a Key Employee, or vice versa, unless benefits under this Agreement are aggregated with benefits under any other Employer Group plan or agreement in which the Participant also participates in the other capacity, as more specifically provided in Treas. Reg 1.409A-1(c)(2)(ii) and (h)(5).

~~Board Approval as restated:~~

~~January 24, 2018 _____[secretary to initial]~~

~~A-9~~

~~ANNEX B~~

~~REPUBLIC BANCORP, INC.~~

~~EMPLOYEE STOCK PURCHASE PLAN~~

~~Section 1 --~~ ~~PURPOSE~~

Republic Bancorp, Inc. to be held on April 25, 2024 or at any postponement or adjournment thereof (the “~~Corporation~~”“Meeting”) ~~hereby establishes~~. Shares represented by this ~~employee stock purchase plan~~proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees in Proposal 1 and FOR Proposal 2. For participants in the Republic Bancorp 401(k) Retirement Plan (the “~~Plan~~”“Plan”) ~~for the benefit of its employees and the employees of Related Companies which the Board allows to participate, as set forth below.~~

~~The purpose of~~, the Plan is to provide employees with an opportunity to participate in the growth of the Corporation and to further align the interests of the employees with the interests of the Corporation through the purchase of shares of the Corporation’s common stock. The Plan is intended to be an employee stock purchase plan under Section 423 of the Code.

~~Section 2 --~~ ~~DEFINITIONS~~

~~For purposes of the Plan, the following terms~~Trustee shall ~~have the meanings below unless the context clearly indicates otherwise:~~

~~2.1 “Board” means the Board of Directors of the Corporation.~~

~~2.2 “Change of Control~~” of the Corporation shall mean (i) an event or series of events which have the effect of any "person" as such term is used in Section 13(d) and 14(d) of the Exchange Act, becoming the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Corporation or a Related Corporation for which the Eligible Employee works representing a greater percentage of the combined voting power of the Corporation's or Bank's then outstanding stock, than the Trager Family Members as a group; (ii) an event or series of events which have the effect of decreasing the Trager Family Members' percentage ownership of the combined voting power of the Corporation's or Related Corporation’s then outstanding stock to less than 25%; or (iii) the business of the Corporation or Related Corporation is disposed of pursuant to a partial or complete liquidation, sale of assets, or otherwise. For purposes of this paragraph, "Trager Family Member" shall mean Jean S. Trager and any of her lineal descendants, and any corporation, partnership, limited liability company or trust, the majority owners or beneficiaries of which are directly or indirectly through another entity, Jean S. Trager or one or more of her lineal descendants, including specifically but without limitation, The Jaytee Properties Limited Partnership and Teebank Family Limited Partnership.

~~2.3 “Common Stock” or “Stock” means the Corporation’s Class A voting common stock, no par value.~~

~~2.4 “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.~~

~~2.5 “Committee” means the Board,~~ ~~unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 6.2.~~

~~2.6 “Eligible Employee” means any employee of the Corporation, or any Related Corporation which is made eligible to participate herein, who is eligible to participate in an Offering Period in accordance with Section 3.1.~~

~~2.7 “Fair Market Value” means as of any date, the value of a share of Stock determined as follows:~~

(a) If the Stock is listed on any established stock exchange or a national market system, including, without limitation, The NASDAQ Stock Exchange, its Fair Market Value shall be the closing market price of the Stock as reported on the date of determination, or, if no trades were reported on that date, the closing price on the most recent trading day immediately preceding the date of the determination, as quoted on such system or exchange, or the exchange with the greatest volume of trading in Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

~~B-1~~

(b) If the Stock is quoted on The NASDAQ Stock Exchange or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

In the absence of such markets for the Stock, the Fair Market Value shall be determined in good faith by the Committee, by reasonable application of a reasonable valuation method, considering any and all information the Committee determines relevant.

~~2.8~~ “~~Offering” means the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible Employees.~~

~~2.9~~ “~~Offering Date~~”~~means a date selected by the Committee for an Offering Period to commence.~~

~~2.10~~ “~~Offering Period~~” means the period beginning on an Offering Date and ending on a Purchase Date as set by the Committee pursuant to Section 5.1 during which Eligible Employees may set aside funds via payroll deductions to purchase Common Stock under the Plan.

~~2.11~~ “~~Participant~~” means an Eligible Employee who has elected to participate in the Plan and who has not ceased participation herein, or who has not declined participation under any auto-enrollment feature adopted by the Committee for an Offering Period.

~~2.12 “Purchase Date~~”means the last day of an Offering Period established by the Committee on which Purchase Rights shall be exercised and as of which purchases of shares of Common Stock shall be carried out in accordance with such Offering.

~~2.13 “Purchase Right~~”~~means an option to purchase shares of Common Stock granted pursuant to the Plan.~~

~~2.14 “Related Corporation~~”means any “parent corporation” or “subsidiary corporation” of the Corporation whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

~~Section 3 --~~ ~~ELIGIBILITY AND PARTICIPATION~~

~~3.1~~ ~~Initial Eligibility~~. Employees of the Corporation or, as the Committee may designate as provided in Section 6.1(ii), to Employees of a Related Corporation. Except as provided in Section 3.2, an Employee shall not be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee has been in the employ of the Corporation or the Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Committee may require, but in no event shall the required period of continuous employment be greater than two years. In addition, the Committee may provide that no Employee shall be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee's customary employment with the Corporation or the Related Corporation is for more than 20 hours per week and/or for more than five months per calendar year or such other criteria as the Committee may determine consistent with Section 423 of the Code.

~~3.2~~ ~~Limitation on Eligibility~~. Notwithstanding Section 3.1, no Eligible Employee may participate in the Plan for an Offering Period if, upon the employee’s purchase of the largest amount of shares available to him for purchase during the Offering Period, the employee would own Stock, and/or hold outstanding options to purchase Stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Corporation (for purposes of this paragraph, the rules of Code Section 424(d) shall apply in determining stock ownership for any employee). In addition, ~~the Committee may provide in an Offering that Employees who are highly compensated employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate.~~

~~Section 4 --~~ ~~SHARES AVAILABLE UNDER THE PLAN~~

~~4.1~~ ~~Shares Available. Subject to adjustments pursuant to Section 4.3, the maximum number of shares of Common Stock that may be purchased under the Plan is 250,000.~~

~~B-2~~

~~4.2~~ ~~Source of Shares. Shares of Common Stock issued under the Plan may be issued from authorized and unissued Common Stock or from any other proper source.~~

~~4.3~~ ~~Adjustments in Authorized Shares~~. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of the Corporation affecting the number of shares of Stock or the kind of shares or securities an appropriate and proportionate adjustment shall be made in the number and kind of shares which may be delivered under the Plan (both in the aggregate or under individual limits), and in the number and kind of or price of share subject to outstanding Purchase Rights; provided that the number of shares subject to any Purchase Right shall always be a whole number. Any adjustment shall be made in such a manner so as not to constitute a "modification" within the meaning of Code Section 424(h). If the Corporation shall at any time merge or consolidate with or into another corporation or association, each Participant will thereafter receive, upon the Purchase Date, the securities or property to which a holder of the number of shares of Stock then deliverable would have been entitled upon such merger or consolidation, and the Corporation shall take such steps in connection with such merger or consolidation as may be necessary to assure that the provisions of this Plan shall thereafter be applicable, as nearly as is reasonably possible, in relation to any securities or property deliverable at any subsequent Purchase Date. A sale of all or substantially all the assets of the Corporation for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a merger or consolidation for the foregoing purposes.

~~Section 5 --~~ ~~STOCK PURCHASES UNDER THE PLAN~~

~~5.1~~ ~~Offering Periods~~. The Committee shall, from time to time in its discretion, designate Offering Periods during which all Eligible Employees may elect to purchase Stock under the Plan, provided that no Offering Period shall have a duration of longer than 27 months.

~~5.2Offering Terms~~. Each Offering shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate, but shall comply with the requirement of Section 423(b)(5) of the Code that all Eligible Employees granted Purchase Rights shall have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but must be consistent with the terms of the Plan. The Committee may designate a maximum number of shares of Common Stock that may be purchased by each Eligible Employee during the Offering Period or restrict purchases by Eligible Employees to maximum dollar amount or percentage of Compensation, provided that no Eligible Employee may elect to purchase Common Stock with a Fair Market Value in excess of $25,000 ~~(determined at the time such rights are granted, and which, with respect to the Plan, shall be determined as of their respective Offering Dates) for any calendar year.~~ ~~During each Offering Period, each Eligible Employee may elect to purchase Common Stock in accordance with the rules set by the Committee for that Offering Period.~~ The Committee may specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to an Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Committee action otherwise, a pro rata allocation of the shares of Common Stock available shall be made in as nearly a uniform manner as shall be practicable and equitable.

~~5.3~~ ~~Contributions; Payroll Deductions~~.

~~5.3.1 Eligible Employees shall accumulate funds (“Contributions~~”) to purchase Stock during an Offering Period by payroll deduction. An Eligible Employee shall signify his election to participate in the Plan for the Offering Period by completing a form (electronically or otherwise, as determined by the Committee) (the “~~Subscription Agreement”) within a period before the Offering Period begins as established by the Committee.~~ ~~Each Participant's Contributions shall be credited to a bookkeeping account for such Participant under the Plan and shall be deposited with the general funds of the Corporation.~~

~~5.3.2 No interest shall be paid on Contributions during an Offering Period.~~

~~5.3.3~~ Each such Subscription Agreement shall authorize an amount of Contributions expressed as either a fixed dollar amount or percentage of the submitting Participant's earnings (as defined in each Offering) during the Offering (not to exceed any maximum that may be specified by the Committee). To the extent provided in the Offering, a Participant may thereafter revoke the election and reduce future Offering Period Contributions to zero, but

~~B-3~~

may not otherwise make a change or increase Contributions until a future Offering Period begins. Subscription Agreements may carry over into future Offering Periods, or new Subscriptions shall be required for each Offering Period, as determined by the Committee.

~~5.3.4~~ During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Corporation a notice of withdrawal in such form as the Corporation may provide. Such withdrawal may be elected at any time prior to the end of the Offering, except as provided otherwise in the Offering. Upon such withdrawal from the Offering by a Participant, the Corporation shall distribute to such Participant all of his or her accumulated Contributions (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock for the Participant) under the Offering, and such Participant's Purchase Right in that Offering shall thereupon terminate. A Participant's withdrawal from an Offering shall have no effect upon such Participant's eligibility to participate in any other Offerings under the Plan, but such Participant shall be required to deliver a new Subscription Agreement in order to participate in subsequent Offerings.

~~5.4~~ ~~Purchase Price. Purchases of Common Stock under the Plan shall occur on the Purchase Date. The purchase price (the “Purchase Price~~”) of each share of Common Stock shall be set by the Committee when it designates the Offering Period and may not be lower than the lesser of (i) 85% of the Fair Market Value of the Common Stock on the first day of the Offering Period and (ii) 85% of the Fair Market Value of the Common Stock on the Purchase Date.

~~5.5~~ ~~Issuance of Common Stock~~. The purchase of Common Stock pursuant to the Plan will be effective as of the Purchase Date and the shares of Common Stock purchased will be deemed outstanding as of such date and will be registered in book entry form on the registration books maintained by the Corporation’s transfer agent.

~~5.6~~ ~~Termination of Employment of the Participant Before Purchase Date~~. In the event a Participant ceases to be an employee of the Corporation or a Related Corporation (except in the case of transfer from one of such companies to another) for any reason prior to the end of an Offering Period, all Contributions shall be returned to the Participant or, if the Participant is deceased, to his or her spouse, or if there is no spouse or the spouse does not claim the refund, to the Participant’s estate, and no Common Stock shall be issued to such Participant or the Participant’s heirs under this Plan.

~~5.7~~ ~~Optional Actions at a Change in Control~~. In the event of a Change of Control, the Committee may take one or more of the following actions with respect to any or all outstanding Purchase Rights: the Committee may (i) end the Offering Period and return all Contributions to Participants, (ii) after giving Participants notice, end the Offering Period at a future date so specified in such notice, and, to the extent Participants do not elect to withdraw, issue Stock for their Contributions as of the Purchase Date established by that shortened Offering Period, or (iii) determine that outstanding Purchase Rights shall be assumed by, or replaced with comparable rights by, the surviving corporation, (or a parent or subsidiary of the surviving corporation). Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify.

~~Section 6 –~~ ~~ADMINISTRATION~~

~~6.1~~ ~~Governance~~. ~~The Board (or, to the extent it appoints a committee, the Committee) shall administer the Plan and shall have the power, subject to, and within the limitations of, the express provisions of the Plan:~~

(i) To determine how and when Purchase Rights to purchase shares of Common Stock shall be granted and the provisions of each Offering of such Purchase Rights (which need not be identical).

~~(ii) To designate from time to time which Related Corporations of the Corporation shall be eligible to participate in the Plan.~~

(iii) To construe and interpret the Plan and Purchase Rights and factual matters related thereto, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

~~(iv) To settle all controversies regarding the Plan and Purchase Rights granted under it.~~

~~B-4~~

~~(v) To suspend or terminate the Plan at any time as provided in Section 8.~~

(vi) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Corporation and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.

The Board or the Committee may, without regard to whether Participant’s rights are adversely affected, change the duration of Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Corporation’s processing of properly completed withholding elections, and establish reasonable waiting and adjustment periods and/or accounting and crediting procedures.

~~6.2Board Delegation to Committee~~. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, restore in the Board some or all of the powers previously delegated.

~~6.3~~ ~~Exculpation~~. No member of the Board or the Committee, nor any officer or employee acting on their behalf, shall be liable for actions, determinations or interpretations made in good faith with respect to the Plan. All members of the Board and the Committee and each officer or employee of the Corporation acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action, determination or interpretation.

~~6.4~~ ~~Decisions Binding~~. All determinations and decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Corporation, its shareholders, Participants and their estates and beneficiaries.

~~Section 7 --~~ ~~NO ASSIGNMENT~~

No Participant may assign or transfer any rights under the Plan to any other person, nor delegate any duties of the Participant. Any attempted assignment or delegation by the Participant is void and shall have no effect.

~~Section 8 --~~ ~~AMENDMENT, MODIFICATION AND TERMINATION~~

The Board may, at any time, amend, modify or terminate the Plan without the consent of any Participant or Eligible Employee; provided, however, that the Board may not (i) increase the number of share of Stock available for issuance hereunder without approval of the Corporation’s shareholders, other than in accordance with Section 4.3, and (ii) make any other changes herein to ~~the extent stockholder approval is required by applicable law or listing requirements.~~

~~Section 9 --~~ ~~GENERAL PROVISIONS~~

~~9.1~~ ~~Not a Contract of Employment~~. Neither the Plan, nor any action taken under the Plan, shall be construed as conferring upon any Eligible Employee any right to continue as an employee of the Corporation or a Related Corporation.

~~9.2~~ ~~Withholding~~. The Corporation shall be entitled to take whatever steps it deems necessary to satisfy its federal, state and local taxes withholding obligations under applicable law, if any, with respect to the Plan.

~~9.3~~ ~~Securities Restrictions on Sale of Stock. The Committee may require Participants receiving Common Stock under the Plan to represent to and agree with the Corporation in writing that the Participant is acquiring~~vote the shares for ~~investment without a view~~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 ~~distribution thereof. No shares shall~~ be ~~issued or transferred unless~~voted. In their discretion, the ~~Committee determines, in its sole discretion, that~~Proxies are authorized to vote upon such ~~issuance or transfer complies with all relevant provisions~~other business as may properly come before the Meeting. (Items to be voted appear on reverse side.) Republic Bancorp, Inc. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q C Non-Voting Items + + Change of ~~law, including~~

~~B-5~~

~~but not limited~~Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the ~~(i) limitations,~~right if ~~any, imposed in~~you plan to attend the ~~state~~Meeting. The 2024 Annual Meeting of ~~issuance or transfer, (ii) restrictions, if any, imposed by the Securities Act~~Shareholders of 1933, as amended, the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, and (iii) requirements of any stock exchange upon which the Corporation’s shares may then be listed. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

~~9.4~~ ~~Restrictions on Stock Acquired Pursuant to Plan~~. The Committee may impose such restrictions as it deems advisable on a Participant selling, assigning, transferring or otherwise disposing of any Stock acquired hereunder, as described in the Offering.

~~9.5~~ ~~Governing Law. This Plan shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky without regard to its conflicts of laws rules.~~

~~9.6~~ ~~Gender and Number~~. Except where otherwise indicated by the context, reference to the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

~~9.7~~ ~~Severability. In the event any provision of the Plan shall~~Republic Bancorp, Inc. will be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~9.8~~ ~~Not a Shareholder~~. No person entitled to purchase Common Stock with respect to an Offering Period hereunder will have any rights as a shareholder of the Corporation with respect to the Common Stock to be purchased during an Offering Period until such person has become the holder of record of such shares of Common Stock on ~~the Corporation’s corporate records.~~

~~9.9~~ ~~Tax Report. The Corporation shall reflect the purchase of Stock hereunder on an informational report as required by Code Section 6039 no later than January 31 of the year following such purchase.~~

~~9.10Headings. The headings in this Plan have been inserted solely for convenience of reference and shall not be considered in the interpretation or construction of this Plan.~~

~~Section 10 --~~ ~~EFFECTIVE DATE AND TERM OF PLAN~~

~~The Plan shall be effective on the date (the “Effective Date~~”) when the Board adopts the Plan subject to approval of the Plan by the shareholders of the Corporation within 12 months after the Effective Date. The Plan shall begin on the Effective Date and shall continue until all Common Stock authorized for issuance under Section 4 has been issued under the Plan or until the Board terminates the Plan, if sooner.

~~B-6~~

~~IN WITNESS WHEREOF,~~ ~~the Corporation has caused this Plan to be executed by the undersigned officer this~~ ~~______~~ ~~day of~~ ~~__________, 2018.~~

	~~REPUBLIC BANCORP, INC.~~Thursday, April 25, 2024, 10:00 A.M. Eastern Daylight Time, Republic Bank Building, 9600 Brownsboro Road, Louisville, Kentucky 40241


	~~By:~~

	~~Title:~~

	~~Date:~~

~~Adopted by the Board of Directors: January 24, 2018~~

~~Approved by Stockholders: __________, 2018~~

~~B-7~~

NNNNNNNNNNNN . + NNNNNN C 1234567890 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.investorvote.com/RBCAA • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Important Notice Regarding the Availability of Proxy Materials for the Republic Bancorp, Inc. Shareholder Meeting to be Held on April 19, 2018. Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the 2018 Annual Meeting of Shareholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: www.investorvote.com/RBCAA Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.investorvote.com/RBCAA. Step 2: Click on the icon on the right to view current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. � When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 6, 2018 to facilitate timely delivery. + 2 N O T C O Y 02RMPB NNNNNNNNN Shareholder Meeting Notice1234 5678 9012 345 IMPORTANT ANNUAL MEETING INFORMATION

. Republic Bancorp, Inc.’s 2018 Annual Meeting of Shareholders will be held on April 19, 2018 at Republic Bank Building, Lower Level, 9600 Brownsboro Road, Louisville, Kentucky 40241, at 9:00 a.m., Eastern Daylight Savings Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board recommends a vote FOR all Director nominees, FOR Proposals 2, 3 and 4: 1. Election of Directors: Craig A. Greenberg, Michael T. Rust, R. Wayne Stratton, Susan Stout Tamme, A. Scott Trager, Steven E. Trager, Mark A. Vogt. Approval of the Amended and Restated Non-Employee Director and Key Employee Deferred Compensation Plan. Approval of the Employee Stock Purchase Plan. Ratification of Crowe Horwath LLP as the independent registered public accountants for the year ending December 31, 2018. 2. 3. 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. g Internet – Go to www.investorvote.com/RBCAA. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email – Send email to investorvote@computershare.com with “Proxy Materials Republic Bancorp, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse side, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 6, 2018. g g 02RMPB Shareholder Meeting Notice

MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 9:00 a.m., Eastern Daylight Savings Time, on April 19, 2018. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.investorvote.com/RBCAA • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board recommends a vote FOR all Director nominees, and FOR Proposals 2, 3 and 4. 1. Election of Directors: + For Withhold For Withhold For Withhold 01 - Craig A. Greenberg 02 - Michael T. Rust 03 - R. Wayne Stratton 04 - Susan Stout Tamme 05 - A. Scott Trager 06 - Steven E. Trager 07 - Mark A. Vogt For Against Abstain ForAgainst Abstain 2. Approval of the Amended and Restated Non-Employee Director and Key Employee Deferred Compensation Plan. 3. Approval of the Employee Stock Purchase Plan. 4. Ratification of Crowe Horwath LLP as the independent registered public accountants for the year ending December 31, 2018. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X3 6 4 0 9 8 1 02RMKB MMMMMMMMM C B A Annual Meeting Proxy Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION

. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Republic Bancorp, Inc. Notice of 2018 Annual Meeting of Shareholders Republic Bank Building, Lower Level, 9600 Brownsboro Road, Louisville, Kentucky 40241 Proxy Solicited by Board of Directors for Annual Meeting – April 19, 2018 R. Wayne Stratton and Craig A. Greenberg, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Republic Bancorp, Inc. to be held on April 19, 2018 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees, and FOR Proposals 2, 3 and 4. For participants in the Republic Bancorp 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. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)


~~UNITED STATES~~
~~SECURITIES AND EXCHANGE COMMISSION~~
~~Washington, D.C. 20549~~

~~SCHEDULE 14A~~

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

~~Filed by the Registrant ☒~~

~~Filed by a Party other than the Registrant ☐~~

~~Check the appropriate box:~~
☐	~~Preliminary Proxy Statement~~
☐	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
☒	~~Definitive Proxy Statement~~
☐	~~Definitive Additional Materials~~
☐	~~Soliciting Material under §240.14a-12~~

~~Republic Bancorp, Inc.~~
~~(Name of Registrant as Specified In Its Charter)~~


~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

~~Payment of Filing Fee (Check the appropriate box):~~
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	Newsweek’s America’s Best Regional Banks and Credit Unions
	Newsweek named Republic Bank one of America’s Best Regional Banks and Credit Unions2024. Newsweek, in partnership with Plant-A Insights Group, conducted surveys of more than 35,000 customers and analyzed over 140,000 reviews of regional banks and credit unions to identify this prestigious list of leading institutions. Nancy Cooper, editor-in-chief, Newsweek, said, “Regional banks and credit unions play a pivotal role in meeting the needs of communities across the nation. Unlike their larger counterparts, these institutions are deeply rooted in local economies, understanding the unique needs of the people they serve.”
	Newsweek’s Best Online Lenders in America
	Newsweek also named Republic Bank to another important list, America’s Best Online Lenders 2024, recognizing Republic Bank’s advanced technologies in online consumer mortgage application and origination. The national rankings, a collaboration between Newsweek and LendingTree, assessed more than 2,500 financial institutions based on various criteria, including best rates offered to customers, customer satisfaction, and availability. Republic Bank received recognition for three different loan types in the Best Customer Satisfaction category and for two different loan types in the Overall category.
	Best Places to Work in Kentucky
	In 2023, Republic Bank was named one of the Best Places to Work in Kentucky for the seventh year in a row. This program was developed to identify and recognize Kentucky businesses that represent the ideal workplace environment through dedication and creativity.
	Louisville Business First’s Top Corporate Philanthropists
	Republic Bank and the Republic Bank Foundation were each named one of Louisville’s top corporate philanthropists in the 2023 Large Company category by Louisville Business First. Republic Bank was the only locally-based Louisville bank and the only community bank in the top 10 of all companies, as ranked by total contributions.


Agenda Item		Board Recommendation		Read More
2.Proposal 1 To elect 15 directors to serve until the 2025 annual meeting of shareholders and their successors are elected and qualified or their earlier resignation or removal.		~~To approve the Amended and Restated Non-Employee Director and Key Employee Deferred Compensation Plan;~~FOR each director nominee		Page 15
3.	~~To approve the Employee Stock Purchase Plan;~~
4.	Proposal 2 To ratify the appointment of ~~Crowe Horwath~~FORVIS, LLP as the independent registered public accounting firm for ~~2018; and,~~the fiscal year ending December 31, 2024.		FOR this proposal		Page 72
5.	To transact such other business as may properly come before the ~~meeting.~~Annual Meeting or any adjournments or postponements thereof.

~~Record date~~:	~~The close of business on February 9, 2018 is the record date for determining the shareholders entitled to notice of, and to vote at, the 2018 Annual Meeting of Shareholders.~~


									Class A and Class B Common
	Class A Common Stock				Class B Common Stock				Stock Combined
Name	Shares		Percent		Shares		Percent		Shares		Percent
Five Percent Shareholders:

Steven E. Trager	8,561,857	(1)	46.0	%	1,797,327	(2)	80.1	%	10,359,184	(1)(2)	49.7	%
601 West Market Street
Louisville, Kentucky 40202

Jean S. Trager	8,460,793	(3)	45.5		1,250,279	(4)	55.8		9,711,072	(3)(4)	46.6
601 West Market Street
Louisville, Kentucky 40202

A. Scott Trager	8,170,787	(5)	43.9		1,142,300	(6)	50.9		9,313,087	(5)(6)	44.7
601 West Market Street
Louisville, Kentucky 40202

Sheldon G. Gilman	7,967,392	(7)	42.8		1,107,515	(8)	49.4		9,074,907	(7)(8)	43.5
500 West Jefferson Street
Suite 2100
Louisville, Kentucky 40202

Teebank Family	7,165,051		38.5		939,449		41.9		8,104,500		38.9
Limited Partnership (9)
601 West Market Street
Louisville, Kentucky 40202

Jaytee Properties	750,067		4.0		168,066		7.5		918,133		4.4
Limited Partnership (9)
601 West Market Street
Louisville, Kentucky 40202

Directors, Nominees and
Named Executive Officers:

Craig A. Greenberg	10,443	(10)	*		—		*		10,443	(10)	*
Michael T. Rust	13,457	(11)	*		—		*		13,457	(11)	*
R. Wayne Stratton	23,698	(12)	*		2,063	(13)	*		25,761	(12)(13)	*
Susan Stout Tamme	15,561	(14)	*		—		*		15,561	(14)	*
Mark A. Vogt	5,778	(15)	*		—		*		5,778	(15)	*
Juan M. Montano	11,350	(16)	*		—		*		11,350	(16)	*
William R. Nelson	8,440	(17)	*		—		*		8,440	(17)	*
Kevin D. Sipes	67,094	(18)	*		—		*		67,094	(18)	*
A. Scott Trager	8,170,787	(5)	43.9		1,142,300	(6)	50.9		9,313,087	(5)(6)	44.7
Steven E. Trager	8,561,857	(1)	46.0		1,797,327	(2)	80.1		10,359,184	(1)(2)	49.7

Directors, Nominees and All
Executive Officers (14 persons):	9,065,716	(19)	48.7	%	1,834,175	(19)	81.8	%	10,899,891	(19)	52.3	%


	Number of		Percent of Jaytee		Number of		Percent of Teebank
Name	Jaytee Units		Units Outstanding		Teebank Units		Units Outstanding
Jean S. Trager	20,046	(a)	1.0	%	20,046	(c)	1.0	%
Steven E. Trager	384,207	(b)	19.2	%	667,252	(d)	33.4	%
A. Scott Trager	5,293		*		5,293		*
Sheldon G. Gilman, Trustee	44,050		2.2	%	156,608		7.8	%


Director Nominees:		Director
Name and Principal Occupation for Past Five Years	Age	Since

Steven E. Trager began serving as both Chairman and CEO of Republic in 2012. He previously served as President and CEO of Republic since 1998. He also currently serves as Chairman and CEO of Republic Bank & Trust Company (the “Bank”). Mr. Trager began his career with the Bank in 1988 as General Counsel.	57	1988

Steven E. Trager received his undergraduate degree in finance at the University of Texas at Austin. He received his Juris Doctor degree from the University of Louisville Brandeis School of Law and engaged in the practice of law with the firm of Wyatt, Tarrant & Combs. He has more than twenty-five years banking experience. In 1994, he provided the leadership resulting in the complex merger and reorganization of the Republic group of multiple banks into a consolidated and more efficient banking structure. He provided the leadership for the Company’s initial public offering. He also has direct experience not only in banking, but also in finance, operations and retail management. His banking experience includes his service as past chairman for the Kentucky Bankers Association and his past service as a board member of the Federal Reserve Bank of St. Louis’ Louisville branch. He also has leadership and directorate experience in multiple community service organizations. Based on Steven E. Trager's experience as a Bank Board Director, his direct banking experience, his proven leadership skills, his education and legal background, his extensive community involvement, his vested interest in the long-term success of Republic as a material equity owner, and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

A. Scott Trager has served as Director and President of Republic since 2012 and was appointed Vice Chairman in March 2017. He previously served as Vice Chairman from 1994 to 2012. He also currently serves as Vice Chairman of the Bank.	65	1990

A. Scott Trager holds a degree in Business Administration from the University of Tennessee and has spent his entire working career in various finance and banking capacities. He has extensive leadership experience in marketing, operations and retail branch management. He has extensive community board experience and broad-based community connections in the metropolitan Louisville area. Based on A. Scott Trager's experience as a Bank Board Director, his direct banking experience, his proven leadership skills, his educational background, his extensive community involvement and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.

Craig A. Greenberg has served as President of 21c Museum Hotels since 2011 and also as CEO since September 2017. He has served in various roles with the company since its founding in 2007. Prior to 21c, Craig served as Counsel with the general legal services law firm of Frost Brown Todd LLC in Louisville, Kentucky. He served as Director of the Bank from 2006 to 2008 and has served as a Director of Republic from 2008 to present.	44	2008

Craig A. Greenberg is a graduate of the University of Michigan, where he served as Student Government President. He is a Harvard Law School cum laude graduate. He has extensive experience in securing and deploying federal, state and local tax credits and other incentives in connection with the development of urban revitalization projects across the country. He has direct experience in commercial finance, capital raising, transaction structuring, and the leadership of multi-million dollar developments. He is active in local civic and charitable organizations. Based on Craig A. Greenberg’s experience as a Bank Board director, his commercial finance and development knowledge, his educational background, including legal knowledge and skills, his extensive community involvement and his specific experience, qualifications and attributes herein disclosed, the Board has determined that he should continue to serve as a Director.


NEO	2017 Salary		Approximate % Increase Over Prior Year
CHAIR/CEO	$	376,502	1.3%
PRES	$	372,000	1.3%
PRES/RPG	$	300,148	4.7%
CFO	$	326,730	4.0%
EVP/CMBO	$	300,000	5.0%



NEO	2018 Salary		Approximate % Increase Over Prior Year
CHAIR/CEO	$	382,500	1.6%
PRES	$	372,000	0.0%
PRES/RPG	$	300,148	N/A
CFO	$	333,700	2.1%
EVP/CMBO	$	309,000	3.0%


Named Executive Officer	Performance Criteria	Entry Level Goal	Maximum Level Goal	Incentive Payout Potential (2)		Percent of Total Payout Potential Awarded	Incentive Payout Award
Steven E. Trager	Total Company GOP	Achieved	Not Achieved	$	185,000	70%	$	129,500
(CHAIR/CEO)
A. Scott Trager	Core Bank GOP	Achieved	Not Achieved	$	175,000	80%	$	140,000
(PRES)
William R. Nelson	RPG GOP	Achieved	Achieved	$	200,000	100%	$	200,000
(PRES/RPG)
Kevin D. Sipes	Total Company GOP	Achieved	Not Achieved	$	125,000	70%	$	87,500
(CFO)
Juan M. Montano	1. Core Bank GOP (1)	Achieved	Not Achieved	$	22,000	80%	$	17,600
(EVP/CMBO)	2. Warehouse Lending (1)	Achieved	Not Achieved	$	66,000	67%	$	44,000
	3. Mortgage/Internet Lending (1)	Not Achieved	Not Achieved	$	44,000	0%	$	—
	4. Additional Bonus (1)	N/A	N/A		N/A	N/A	$	23,400

BOARD OF DIRECTORS’ Committees

compensation

NOMINATING

◾
Financial reporting
◾
Independent auditor
◾
Internal audit function
◾
Internal controls

◾
Executive officer compensation
◾
Executive officer succession planning
◾
Clawback Policy

◾
Director nomination and succession planning
◾
Director independence
◾
Board committee composition

◾
Enterprise risk management framework and policies
◾
Compliance management system, third-party management, insurance, and business continuity program
◾
Information technology/security activities, including oversight of material risks from cybersecurity threats and disclosure of any cybersecurity incident deemed material