Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | DEF 14A |
Entity Registrant Name | Republic Bancorp, Inc. |
Entity Central Index Key | 0000921557 |
Amendment Flag | false |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Average Value of Initial Fixed $100 Investment Based On: Summary Average Summary Compensation Compensation Peer Group Gross Compensation Compensation Table Total for Actually Paid Total Total Operating Table Total for Actually Paid Non-PEO to Non-PEO Shareholder Shareholder Net Income Profit PEO¹ to PEO² NEOs³ NEOs ⁴ Return ⁵ Return ⁶ (thousands) ⁷ (thousands) ⁸ Year ($) ($) ($) ($) ($) ($) ($) ($) 2022 804,352 804,352 1,046,354 530,140 98.86 100.39 91,106 116,845 2021 664,050 664,050 975,474 1,330,208 117.82 126.45 87,611 111,442 2020 641,217 641,217 761,975 717,809 80.82 90.69 83,246 102,633 1 2 Deductions Bonus and from Additions to Non-Equity Other Summary Summary Summary Incentive Compensation Compensation Compensation Compensation Compensation Salary Compensation (a) Table Total Table Total (b) Table Total (c) Actually Paid Year ($) ($) ($) ($) ($) ($) ($) 2022 441,657 320,000 42,695 804,352 - - 804,352 2021 434,808 187,500 41,742 664,050 - - 664,050 2020 425,000 175,000 41,217 641,217 - - 641,217 (a) This column represents “all other compensation” reported for the Chair/CEO for each corresponding year in the “Total” column of the Summary Compensation Table in the year shown. 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 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 its NEOs or any of its associates. (c) This column represents an adjusted amount of the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a 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 that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the 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) 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 Chair/CEO did not have any outstanding “Stock Awards” or “Option Awards” during the years 2020, 2021, and 2022. 436,636 3 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) of Regulation S-K. 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 applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the Chair/CEO) for each year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c): Deductions Bonus and from Additions to Non-Equity Summary Summary Summary Incentive Other Compensation Compensation Compensation Compensation Salary Compensation Compensation (a) Table Total Table Total (b) Table Total (c) Actually Paid Year ($) ($) ($) ($) ($) ($) ($) 2022 436,636 280,625 44,841 1,046,354 (309,252) (206,962) 530,140 2021 431,967 265,938 42,185 975,474 (260,361) 615,095 1,330,208 2020 353,364 233,125 59,925 761,975 (140,561) 96,395 717,809 (a) This column reflects “all other compensation” reported for each corresponding year in the “Total” column of the Summary Compensation Table in the year shown. Please refer to the “Summary Compensation Table” section of this Proxy Statement. (b) This column represents the grant date fair value of the Company match of stock equivalents during 2022 through the Nonqualified Deferred Compensation Plan and the grant date fair value of the equity awards granted during 2022. These items are reported in the “Stock Awards” and “Option Awards” columns in the respective years’ within the Summary Compensation Table. Please refer to the “Summary Compensation Table” section of this Proxy Statement for the applicable year. (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 in each applicable year determined using the same methodology described above in Note 2(c). For each 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 that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding the Chair/CEO) for that 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 Year over on Stock or Year 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 Total Unvested Equity Awards Awards Compensation Fair Value Equity Awards Granted that Failed in the of Equity Awards at Granted in Prior to Meet Summary Adjusted Awards FYE Granted and Years that Vesting Compensation Value of Granted in in Prior Vested in Vested in Conditions Table for the Equity the Year Years the Year the Year in the Year Year Awards Year ($) ($) ($) ($) ($) ($) ($) 2022 141,026 (354,983) - (2,259) - 9,254 (206,962) 2021 309,624 300,222 - - - 5,249 615,095 2020 176,214 (30,348) - (51,996) - 2,525 96,395 5 cumulative Company total shareholder return (“TSR”). TSR 6 This column represents cumulative TSR 7 8 | ||
Company Selected Measure Name | gross operating profit | ||
Named Executive Officers, Footnote [Text Block] | 436,636 3 | ||
Peer Group Issuers, Footnote [Text Block] | 6 This column represents cumulative TSR | ||
PEO Total Compensation Amount | $ 804,352 | $ 664,050 | $ 641,217 |
PEO Actually Paid Compensation Amount | $ 804,352 | 664,050 | 641,217 |
Adjustment To PEO Compensation, Footnote [Text Block] | 2 Deductions Bonus and from Additions to Non-Equity Other Summary Summary Summary Incentive Compensation Compensation Compensation Compensation Compensation Salary Compensation (a) Table Total Table Total (b) Table Total (c) Actually Paid Year ($) ($) ($) ($) ($) ($) ($) 2022 441,657 320,000 42,695 804,352 - - 804,352 2021 434,808 187,500 41,742 664,050 - - 664,050 2020 425,000 175,000 41,217 641,217 - - 641,217 (a) This column represents “all other compensation” reported for the Chair/CEO for each corresponding year in the “Total” column of the Summary Compensation Table in the year shown. 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 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 its NEOs or any of its associates. (c) This column represents an adjusted amount of the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a 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 that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the 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) 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 Chair/CEO did not have any outstanding “Stock Awards” or “Option Awards” during the years 2020, 2021, and 2022. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,046,354 | 975,474 | 761,975 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 530,140 | 1,330,208 | 717,809 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 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) of Regulation S-K. 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 applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the Chair/CEO) for each year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c): Deductions Bonus and from Additions to Non-Equity Summary Summary Summary Incentive Other Compensation Compensation Compensation Compensation Salary Compensation Compensation (a) Table Total Table Total (b) Table Total (c) Actually Paid Year ($) ($) ($) ($) ($) ($) ($) 2022 436,636 280,625 44,841 1,046,354 (309,252) (206,962) 530,140 2021 431,967 265,938 42,185 975,474 (260,361) 615,095 1,330,208 2020 353,364 233,125 59,925 761,975 (140,561) 96,395 717,809 (a) This column reflects “all other compensation” reported for each corresponding year in the “Total” column of the Summary Compensation Table in the year shown. Please refer to the “Summary Compensation Table” section of this Proxy Statement. (b) This column represents the grant date fair value of the Company match of stock equivalents during 2022 through the Nonqualified Deferred Compensation Plan and the grant date fair value of the equity awards granted during 2022. These items are reported in the “Stock Awards” and “Option Awards” columns in the respective years’ within the Summary Compensation Table. Please refer to the “Summary Compensation Table” section of this Proxy Statement for the applicable year. (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 in each applicable year determined using the same methodology described above in Note 2(c). For each 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 that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding the Chair/CEO) for that 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 Year over on Stock or Year 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 Total Unvested Equity Awards Awards Compensation Fair Value Equity Awards Granted that Failed in the of Equity Awards at Granted in Prior to Meet Summary Adjusted Awards FYE Granted and Years that Vesting Compensation Value of Granted in in Prior Vested in Vested in Conditions Table for the Equity the Year Years the Year the Year in the Year Year Awards Year ($) ($) ($) ($) ($) ($) ($) 2022 141,026 (354,983) - (2,259) - 9,254 (206,962) 2021 309,624 300,222 - - - 5,249 615,095 2020 176,214 (30,348) - (51,996) - 2,525 96,395 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Cumulative TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income* * As further outlined in the table below, Net income - Adjusted excludes the after-tax income and associated expenses related to the Settlement. 2020 2021 2022 Year ($) ($) ($) Net Income - GAAP 83,246 87,611 91,106 Net Income, including associated expenses, related to the Settlement - 1,444 (13,227) Net Income - Adjusted 83,246 89,055 77,879 | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Gross Operating Profit* * As further outlined in the table below, Gross Operating Profit - Adjusted excludes the income and associated expenses related to the Settlement. 2020 2021 2022 Year ($) ($) ($) Gross Operating Profit - GAAP 102,633 111,442 116,845 Gross Operating Profit, including associated expenses, related to the Settlement - 1,911 (17,086) Gross Operating Profit - Adjusted 102,633 113,353 99,759 | ||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | 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 our long-term and short-term incentive awards are selected based on an objective of incentivizing the Company’s NEOs to increase the value of our business for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s 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, CRO Total Company Gross Operating Profit Company ranking versus peers on return on average assets (ROAA) Company ranking versus peers on efficiency ratios Pres/RPG Republic Processing Group Gross Operating Profit Company ranking versus ROAA Company ranking versus peers on efficiency ratios | ||
Total Shareholder Return Amount | $ 98.86 | 117.82 | 80.82 |
Peer Group Total Shareholder Return Amount | 100.39 | 126.45 | 90.69 |
Net Income (Loss) | $ 91,106,000 | $ 87,611,000 | $ 83,246,000 |
Company Selected Measure Amount | 116,845,000 | 111,442,000 | 102,633,000 |
Additional 402(v) Disclosure [Text Block] | 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) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following the descriptions of the relationships between the information presented in the Pay versus Performance table below. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Non-GAAP Measure Description [Text Block] | 8 | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Salary | $ 441,657 | $ 434,808 | $ 425,000 |
Bonus | 320,000 | 187,500 | 175,000 |
All Other Compensation | 42,695 | 41,742 | 41,217 |
PEO [Member] | Deductions from Summary Compensation Table Total | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | 0 | 0 |
PEO [Member] | PEO | Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Company Gross Operating Profit | ||
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Salary | $ 436,636 | 431,967 | 353,364 |
Bonus | 280,625 | 265,938 | 233,125 |
All Other Compensation | 44,841 | 42,185 | 59,925 |
Non-PEO NEO [Member] | Deductions from Summary Compensation Table Total | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (309,252) | (260,361) | (140,561) |
Non-PEO NEO [Member] | Additions to Summary Compensation Table Total | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (206,962) | 615,095 | 96,395 |
Non-PEO NEO [Member] | Fair Value of Equity Awards Granted in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 141,026 | 309,624 | 176,214 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (354,983) | 300,222 | (30,348) |
Non-PEO NEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,259) | (51,996) | |
Non-PEO NEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 9,254 | 5,249 | 2,525 |
Non-PEO NEO [Member] | Adjusted Value of Equity Awards | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (206,962) | $ 615,095 | $ 96,395 |
Non-PEO NEO [Member] | CEO/Bank, CFO, CRO | Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Company Gross Operating Profit | ||
Non-PEO NEO [Member] | CEO/Bank, CFO, CRO | Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Company ranking versus peers on return on average assets (ROAA) | ||
Non-PEO NEO [Member] | CEO/Bank, CFO, CRO | Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Company ranking versus peers on efficiency ratios | ||
Non-PEO NEO [Member] | Pres/RPG | Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Republic Processing Group Gross Operating Profit | ||
Non-PEO NEO [Member] | Pres/RPG | Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Company ranking versus ROAA | ||
Non-PEO NEO [Member] | Pres/RPG | Measure [Axis]: 6 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Company ranking versus peers on efficiency ratios |