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Notice of Annual Meeting of Shareholders

of Republic Bancorp, Inc.

Thursday, April 21, 2022

To our shareholders: You are cordially invited to attend the 2022 Annual Meeting of Shareholders of Republic Bancorp, Inc. The following are details for the meeting:

9600 Brownsboro Road

Louisville, Kentucky 40241

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Items on the agenda:

Your vote is important. For holders of Class A or Class B Common Stock, whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to vote as soon as possible. Please review the instructions with respect to each of your voting options described in the proxy statement and the Notice of Internet Availability of Proxy Materials.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on April 21, 2022.

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

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Republic Bancorp, Inc.

601 West Market Street

Louisville, Kentucky 40202

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Republic Bancorp, Inc. (the “Company” or “Republic”). The proxies will be voted at the 2022 Annual Meeting of Shareholders (“Annual Meeting”) of Republic on April 21, 2022 and at any adjournments of the meeting.

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

VOTING

Record date. You are entitled to notice of and to vote at the Annual Meeting if you held of record shares of our Class A Common Stock or Class B Common Stock at the close of business on February 24, 2022. On that date, 17,829,594 shares of Class A Common Stock and 2,164,903 shares of Class B Common Stock were issued and outstanding for purposes of the Annual Meeting.

Voting rights. Each share of Class A Common Stock is entitled to one (1) vote and each share of Class B Common Stock is entitled to ten (10) votes. Based on the number of shares outstanding as of the record date, the shares of Class A Common Stock are entitled to an aggregate of 17,829,594 votes, and the shares of Class B Common Stock are entitled to an aggregate of 21,649,030 votes at the Annual Meeting.

Voting by proxy. If you received the Notice of Internet Availability of Proxy Materials, you may follow the instructions on that notice to access the proxy materials and download the proxy and vote online via the Internet. If you request a paper or electronic copy of the proxy materials, the proxy will be mailed or e-mailed to you along with the other proxy materials. If you received a paper copy of this proxy statement, the proxy card is enclosed. If a proxy card is properly executed, returned to Republic and not revoked, the shares represented by the proxy card will be voted in accordance with the instructions set forth on the proxy card. If no instructions are given, the shares represented will be voted (i) “For” the Board of Director nominees named in this proxy statement, and (ii) “For” the ratification of Crowe LLP as the Company’s independent registered public accounting firm for 2022. For participants in the Republic Bancorp, Inc. 401(k) Retirement Plan (the “Plan”), the Plan Trustee shall vote the shares for which it has not received voting direction from the Plan participants utilizing the same voting percentages derived from the Plan participants who did direct how their shares are to be voted. The Board of Directors at present knows of no other business to be brought before the Annual Meeting. However, persons named in the proxy, or their substitutes, will have discretionary authority to vote on any other business which may properly come before the Annual Meeting and any adjournment thereof and will vote the proxies in accordance with the recommendations of the Board of Directors.

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

Quorum and voting requirements and counting votes. The presence in person or by proxy of the holders of a majority in voting power of the combined voting power of the Class A Common Stock and the Class B Common Stock will constitute a quorum for the transaction of business at the Annual Meeting. 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 will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal. Abstentions and broker non-votes are not counted as votes cast on any matter to which they relate and will have no impact on the outcome of any matter.

SHARE OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of the outstanding shares of Republic as of February 24, 2022, based on information available to the Company. The Class B Common Stock is convertible into Class A Common Stock on a share-for-share basis. In the following table, information in the column headed “Class A Common Stock” does not reflect the shares of Class A Common Stock issuable upon conversion of Class B Common Stock. Information is included for:

Except as otherwise noted, Republic believes that each person named below has the sole power to vote and dispose of all shares shown as owned by such person. The amounts and percentages of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of February 24, 2022. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Included in the amount of common stock beneficially owned are shares of common stock subject to exercisable options or options that will become exercisable within 60 days of February 24, 2022. The calculation of percent owned by each person assumes that all such options held by such person have been exercised. The calculation of percent owned by all Directors, Director Nominees, and Executive Officers as a group assumes that all such options beneficially held by them have been exercised.

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Executive Officers, Directors, and Director Nominees as a group (collectively 26 persons) beneficially own 72% of the combined voting power of the Class A and Class B Common Stock, which represents 55% of the total number of shares of Class A and Class B Common Stock outstanding as of February 24, 2022 as detailed below:

*      Represents less than 1% of total

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PROPOSAL ONE: ELECTION OF DIRECTORS

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Republic’s Board of Directors is comprised of one class of Directors that is elected annually. Each Director serves a term of one (1) year until the next annual meeting and until his or her successor is duly elected or qualified. All of Republic’s current Directors were elected to a one (1) year term at the most recent Annual Meeting held on April 22, 2021, except for Logan M. Pichel who, at the September 15, 2021 Company Board meeting, was appointed as a Director to serve a term until the next annual meeting of shareholders on April 21, 2022.

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Number of Directors

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Republic’s Bylaws currently provide for not less than five (5) nor more than eighteen (18) Directors. At the September 15, 2021 Company Board meeting, the number of Board Directors was increased from fifteen (15) to sixteen (16) when Mr. Pichel was appointed as a Director. The Board of Directors has maintained the number of Directors to be elected at the 2022 Annual Meeting at sixteen (16).

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Mandatory Retirement Age

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The mandatory retirement age for a Director is seventy-two (72), determined as of December 31 of the year preceding the election. Accordingly, Laura M. Douglas and Ronald F. Barnes will retire from the Company Board at this annual meeting.

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2022 Director Nominees

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

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Ms. Green and Mr. Huval are new Director Nominees. All other Director Nominees are current members of the Board of Directors of the Company and the Bank. The 2022 Director Nominees would serve a one (1) year term until the Company’s 2023 annual meeting.

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2022 Independent Director Nominees

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Non-employee Director Nominees Jennifer N. Green, Craig A. Greenberg, Heather V. Howell, Timothy S. Huval, Ernest W. Marshall, Jr., W. Patrick Mulloy, II, George Nichols, III, W. Kenneth Oyler, III, Michael T. Rust, Susan Stout Tamme, and Mark A. Vogt would collectively comprise a majority of the Board of Directors, and the Board has determined that each is an “independent director” as defined in Rule 5605(a)(2) of the NASDAQ listing standards (“Independent Directors”). Laura M. Douglas and Ronald M. Barnes have also each been an “independent director” during their service to the Company. Director Nominee David P. Feaster, while a non-employee Director Nominee, retired from the Bank in 2019 and currently provides consulting services. 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 2022 election of Directors but reserves the right to claim this exemption in the future.

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Director Nominee Availability

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

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

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The following table details the indicated information for each Director Nominee, including service as a Director of the Company or its predecessors:

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

The following Director Nominees currently hold or have in the past five (5) years held directorships in any other company with 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: Timothy S. Huval was a director for the NASDAQ-listed Seacoast Banking Corporation of Florida from 2016 to 2019; W. Patrick Mulloy, II has been a director for the NASDAQ-listed Sharps Compliance Corp. since January 1, 2022; and George Nichols III has been a director for the NYSE-listed Reinsurance Group of America, Inc. since January 1, 2022.

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

The Board of Directors and its Committees

Directors’ Responsibilities

Each 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 board meetings in 2021. Each of the 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 2021. Also, some selected Company Directors were paid a committee fee for attending certain Bank committee meetings. Directors who are also employees of the Company or the Bank are not paid for attending Board or committee meetings.

All Company Directors and Director Nominees are expected to attend the 2022 Annual Meeting. Fourteen of the fifteen Directors attended the 2021 Annual Meeting.

Chair of the Board of Directors

Until October 1, 2021, the Chair and CEO positions for the Company and Bank had been combined. That combination has had no negative effect on the operation and direction of the Company given Steven E. Trager’s extensive experience in banking and leadership with the Company and Bank. 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.

Lead Independent Director

In November 2020, the Company’s 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 authority to retain, at the Company’s expense, any outside auditors, accountants, or attorneys at their discretion.

The Board’s Risk Oversight

While the Company’s Board of Directors is ultimately responsible for risk oversight, selected committees of the Company’s Board and the Bank’s Board play an important role in assisting the Company’s Board of Directors in fulfilling its oversight responsibilities. The Company’s Board of Directors analyzes enterprise risk at its regularly scheduled Board meetings and more specifically as described below through the Company’s Audit Committee, the Company’s Compensation Committee, the Bank’s Enterprise Risk and Community Reinvestment Act Committee, and the Bank’s Loan Committee. The Company’s Board of Directors and the Bank’s Board of Directors receive regular and timely reports of these committees, as appropriate.

As stated in more detail below, the Audit Committee is responsible for oversight of the Internal Audit function and regularly reviews risks associated with credit, debt, financial, accounting, legal, operational, reputational, compliance, third-party, information technology security, and other risk matters involving the Company and the Bank.

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

The Bank’s Enterprise Risk and Community Reinvestment Act Committee (“ERCRA”) oversees and monitors the Bank’s enterprise risk management practices.  ERCRA is responsible for the oversight of the Bank’s compliance management program, including its compliance management system and Community Reinvestment Act, Third-Party

Management, insurance, cybersecurity, information technology, and business continuity programs.  In addition, ERCRA assists the Bank’s Board of Directors with monitoring the Bank’s information technology and security plans, policies, and major expenditures, in addition to compliance with information security and technology risk management requirements.

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’s Board approved Loan Policy.  The Bank’s Board of Directors approves loans over thresholds set out in the Bank’s Loan Policy.  Interest rate risk management is delegated to the Interest Rate Risk and Asset-Liability Committees with reporting to the Board.  Legal lending limits are reviewed by the Audit Committees 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 Board Loan Committee also reviews classified assets and the allowance for credit losses calculation.

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Committees of the Company’s Board of Directors

The Company’s Board has three (3) standing committees to facilitate and assist the Board in the execution of its responsibilities. The Board committees consist of the Audit Committee, the Compensation Committee, and the Nominating Committee. In accordance with NASDAQ listing standards, the Board determines that each of the Board committee members meets the definition of “independent director” and satisfies the NASDAQ listing standards for service on the Board committees on which each serve. In making these determinations, the Board considers all relevant factors.

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

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

Audit Committee

The Audit Committee held eight (8) meetings during 2021. The Company’s Board of Directors 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 Section 407 of the Sarbanes-Oxley Act of 2002.

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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 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, Executive Officers, and employees of the Company and the Bank. The Company intends to post on its website 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

The Compensation Committee held nine (9) meetings during 2021. The Compensation Committee makes recommendations to the Company’s Board of Directors as to the amount and form of NEO compensation and stock incentive 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, has reviewed the Company’s Executive Officer incentive plans and oversees the Company’s incentive compensation program in accordance with the recommendations in applicable regulatory guidance. The Compensation Committee, the Board, the Company, and management did not utilize the services of an independent compensation consultant during 2021, nor do any of them have any current arrangements with any compensation advisors or consultants. The Company’s CHAIR/CEO, Steven E. Trager, and the Bank’s CEO and President, Logan M. Pichel, (“CEO/BANK”) make recommendations to the Compensation Committee with respect to all NEO compensation. The CHAIR/CEO makes recommendations to the Compensation Committee regarding his own compensation and that of the CEO/BANK.

Nominating Committee

The Nominating Committee held two (2) meetings in 2021. In 2022, the Nominating Committee and the Company’s Board of Directors approved the Director Nominees to be considered for election at the Annual Meeting. As discussed above, all but two Director Nominees for 2022 served as Company and Bank Directors during 2021. No candidates for Director Nominees for the 2022 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 2023 Annual Meeting properly put forth by 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, 2023. The Nominating Committee will consider 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” (generally defined to include Steven E. Trager and Jean S. Trager and their descendants, 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 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 2022.

NASDAQ Board Diversity Rules and Matrix

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On August 6, 2021, the SEC approved NASDAQ’s Board Diversity Rules. The new rules require NASDAQ-listed companies to have at least two diverse directors (including at least one woman and at least one member of an underrepresented community) by August 7, 2023. If a company fails to do so, it must explain why. Additionally, by August 8, 2022, NASDAQ companies must 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.

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The Company satisfies NASDAQ’s Board Diversity Rule requirement having at least two diverse directors.  In further compliance with the NASDAQ Board Diversity Rule, the Board Diversity Matrix below provides the self-identified demographic information for the Company’s Directors as of January 10, 2022.  Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix

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Hedging Transactions Prohibited

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 employee 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 employee may no longer have the same objectives as the Company’s other shareholders. Therefore, Directors, Executive Officers, and employees are prohibited from engaging in any hedging transactions.

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee, which is comprised of five independent 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 the Bank’s other Executive Officers. 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 Executive Officers 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 2021 NEOs along with other pertinent information as of December 31, 2021:

N/A–Not Applicable

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

In deciding to generally continue with the Company’s existing compensation practices, the Compensation Committee considered that holders of approximately 99% of the votes cast on an advisory basis at the Company’s 2021 Annual Meeting of Shareholders approved the compensation of the Company’s NEOs. Shareholders will have the opportunity to cast their advisory vote on executive compensation at the 2023 Annual Meeting of Shareholders. The Company’s current policy is to hold this advisory vote every two years.

Compensation Elements. The Company’s Compensation Program has four (4) principal elements: Base Salary Compensation Program, Bonus Incentive Compensation Program, Stock Incentive Program, and Non-Employee Director and Key Employee Deferred Compensation Plan. The Base Salary Compensation Program and the 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 Company NEOs, subject to the recommendation of the CHAIR/CEO and the approval of the Compensation Committee and the Board of Directors. For a description of the Non-Employee Director and Key Employee Deferred Compensation Plan, see the accompanying description in the “Nonqualified Deferred Compensation” table herein.

In addition to the four elements listed above, some NEOs, based on their respective participation, may be included in additional bonus plans related to acquisitions or sales of lines of business, such as the Company’s Acquisition Bonus Plan and its 2021 Tax Refund Solutions (“TRS”) Transaction Bonus Program.

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 example, car allowances and country club memberships.

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 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.

Bonus Incentive Compensation Program. Bonus Incentive Compensation Program goals, in terms of both incentives to be paid and Gross Operating Profit (“GOP”) profit goals, are set at the beginning of the Company’s fiscal year (except for the PRES/RPG whose goals are set later in the fiscal year) by the Compensation Committee and are used to provide the NEOs and Executive Officers with incentives to improve both short-term and long-term Company performance.

Stock Incentive Program. Stock Incentive Program 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.

Non-Employee Director and Key Employee Deferred Compensation Plan. Similarly, matching contributions made for NEOs and EOs pursuant to the Non-Employee Director and Key Employee Deferred Compensation Plan are designed to provide retention incentives.

Acquisition Bonus Plan and TRS Transaction Bonus Program. Acquisition Bonus Plan awards are granted to incentivize NEOs, Executive Officers, and other Company employees 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. TRS Transaction Bonus Program awards were granted to certain NEOs and Executive Officers to facilitate the proposed 2021 sale of substantially all of the assets of the Bank’s TRS segment and incentivize them to lead a timely and smooth transition of the TRS business to Green Dot Corporation.

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. GOP for the total Company is a central metric in determining most NEO compensation. GOP is defined as “income before income tax expense” in accordance with generally accepted accounting principles (“GAAP”). The Compensation Committee has not historically 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. While the CHAIR/CEO’s recommendations generally are based upon his individual judgment, in 2020, the CHAIR/CEO engaged and used the services of a compensation consultant, Robert B. Jones from Innovative Compensation and Benefits Concepts, when making several compensation recommendations, including the compensation for the CEO/BANK and the structure of equity awards designed to provide long-term incentives, which the Company awarded to the CFO, PRES/RPG, and other Executive Officers in January 2021. The Compensation Committee annually reviews various peer data to determine if compensation levels are within reasonable ranges as compared to those benchmarks. In 2021, the Compensation Committee made no additional compensation adjustments from the CHAIR/CEO’s recommendations based on the peer data reviewed. The Compensation Committee has not directly engaged a third-party executive compensation consultant.

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. If the Company’s financial performance is deemed acceptable in the view of the CHAIR/CEO, regardless of whether or not the Company’s GOP goals are met, annual increases to base 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 salary levels for 2021 and the CHAIR/CEO and CEO/BANK for 2022. As discussed below, effective October 1, 2021, the Bank appointed the CEO/BANK, its then President, to be the Chief Executive Officer and President of the Bank. Going forward, the Compensation Committee will continue to make its determinations by using its collective judgment and by considering the recommendations of the CHAIR/CEO and the CEO/BANK. 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 are attained remains a primary consideration in all compensation decisions.

The Compensation Committee or the CHAIR/CEO and the CEO/BANK are 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 can make the recommendations to the Compensation Committee in recognition of unusual, extraordinary, or non-recurring events.  These events affecting the performance of the NEO, the Company, or the financial statements of the Company could include:

As previously stated, the compensation of the NEOs is principally recommended by the CHAIR/CEO and the CEO/BANK with consideration of the recommendations of each 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. The Board of Directors, upon recommendation by the Compensation Committee, approves all NEO base salary and incentive bonus compensation.

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The Company’s Base Salary Compensation Program

2021 NEO Base Salaries. Upon the recommendation of the CHAIR/CEO, the Compensation Committee approved the annual base salaries for the CHAIR/CEO, CFO, PRES/RPG, and EVP/CMBO for 2021 along with their respective percentage increases over the prior year as shown in the table below. These base salary increases for 2021 were effective January 27, 2021 for the CHAIR/CEO, CFO, and EVP/CMBO and July 27, 2020 for the PRES/RPG.

The 2021 base salary for CEO/BANK was established through an employment agreement between the Bank and CEO/BANK (“Employment Agreement”). Under the terms of the Employment Agreement, CEO/BANK would serve as President of the Bank beginning on June 15, 2020. The Employment Agreement provided for an initial term ending on December 31, 2021, with automatic annual renewals thereafter for successive one-year periods unless either party elected not to renew by providing written notice to the other party at least 60 days prior to the expiration of the then-current term. The Employment Agreement provided for a starting annual base salary of $650,000, a guaranteed bonus payout of $325,000 payable on March 12, 2021 with respect to 2020, a $75,000 relocation payment, a target bonus potential of $500,000 for the 2021 calendar year and thereafter, and provision of benefits made available to other Executive Officers. As discussed in the “Company Stock Incentive Plan and Non-Employee Director and Key Employee Compensation Plan” and the “Post-Employment Compensation” sections below, the CEO/BANK’s Employment Agreement also contained equity compensation, severance, and change of control components. The terms and compensation components of the Employment Agreement were negotiated at arm’s length between the CHAIR/CEO and CEO/BANK and then approved by the Compensation Committee and the Board upon the recommendation of the CHAIR/CEO.

On September 15, 2021, the Bank announced that, effective October 1, 2021, it would appoint Mr. Pichel, its then President, to be the Bank’s Chief Executive Officer and President. Steven Trager transitioned from the role of Bank Chair and Chief Executive Officer to the position of Executive Chair of both the Bank and the Company and retained the position of Chief Executive Officer for the Company. In connection with these appointments, the base salary compensation of the CHAIR/CEO and the CEO/BANK remained in place. Also on September 15, 2021, the CEO/BANK executed a termination of the Employment Agreement, with the Change in Control Severance Agreement described below replacing certain post-employment provisions contained in the Employment Agreement.

(1)  Amounts shown represent annualized base salaries over the calendar year except for the PRES/RPG, which represents actual base salary paid over the RPG 2020-2021 fiscal year.

2022 NEO Base Salaries. Upon the recommendation of the CHAIR/CEO, the Compensation Committee approved the annual base salaries for the NEOs for 2022, based on 2021 performance and other competitive factors, along with their respective percentage increases over the prior year as shown in the table below. While the CHAIR/CEO recommended a base salary increase for the CEO/BANK, the CEO/BANK declined any increase for 2022, and accordingly, no base salary increase for the CEO/BANK was presented to the Compensation Committee for consideration. All base salary increases were effective January 24, 2022, except for PRES/RPG whose increase was

effective November 1, 2021. The PRES/RPG will be evaluated in the third quarter of 2022, based primarily on the performance of the RPG business operations from October 1, 2021 to September 30, 2022.

(1) Amounts shown represent annualized base salaries to be paid over the calendar year except for the PRES/RPG, which represents base salary to be paid over the RPG 2021-2022 fiscal year.

The Company’s Bonus Incentive Compensation Program

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. 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. For 2021, the Compensation Committee also considered the GOP of the total company, less the Republic Processing Group, (“Core Bank”) for the Bonus Incentive Compensation of the CHAIR/CEO, CEO/BANK, and CFO.

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. The CHAIR/CEO may recommend adjustments to the GOP for any income or expense items that he considers to be unusual, extraordinary, or non-recurring in nature. Such adjustments may impact the compensation of the NEOs and EOs, as approved by the Compensation Committee and the Board of Directors. The PRES/RPG is evaluated, primarily, based on the GOP of his individual operating unit. The EVP/CMBO is evaluated based on the GOP of the Bank’s Warehouse Lending division and total mortgage production for the Bank. 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 Company’s Bonus Incentive Compensation Program for employees, including NEOs, 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 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 the “Entry Level” budget goals for incentive compensation purposes are not fully achieved. Pursuant to the bonus agreement with each NEO, the Bonus Incentive Compensation Program potential is subject to amendment, either upward or downward, at the discretion of the CHAIR/CEO, subject to the approval of the Compensation Committee and ultimately the Board of Directors.

For 2021, the Bonus Incentive Compensation Program awards for the NEOs and related factors are outlined in the table below:

Bonus Incentive Compensation Program Award for CHAIR/CEO, CEO/BANK, and CFO based on Total Company GOP and Core Bank GOP. The incentive bonus compensation potential for the CHAIR/CEO, CEO/BANK, and CFO are tied to the Total Company GOP and Core Bank GOP. For 2021, the GOP objectives for the CHAIR/CEO, CEO/BANK, and CFO were the following:

In 2021, the Total Company GOP actually achieved was $110,341,000 and the Core Bank GOP actually achieved was $73,659,000. Neither of the Entry Level objectives for the Total Company GOP or the Core Bank GOP were met under the Bonus Incentive Compensation Program for the CHAIR/CEO, CEO/BANK, and CFO. However, the CHAIR/CEO noted the continuing challenging economic environment for the NEOs and recommended, and the Compensation Committee approved, the award to each of these three NEOs a discretionary bonus at 50% of the incentive payout potential.

The Company also awarded discretionary bonuses in 2021 related to the negative impact that the COVID pandemic had on the incentive bonus compensation earned by the CHAIR/CEO and the CFO in 2020. As described in the proxy statement for the 2021 annual meeting of shareholders, if the Company had not incurred these negative pandemic impacts to total Company GOP during 2020, the Total Company GOP would have achieved the “Mid-Level” objective for that year and bonuses for the CHAIR/CEO and CFO would have been paid out at the 85% “Mid-Level” objective. In light of the extraordinary nature of these items, in 2020 the CHAIR/CEO recommended to the Compensation Committee, and the Compensation Committee concurred, to exercise its discretion to modify the incentive bonus compensation and pay bonuses to these NEOs and other Executive Officers at the 70% level. Both NEOs and other Executive Officers then had the opportunity to receive an additional 15% in 2021 and, in effect, fully realize the “Mid-Level” bonus compensation amount if Core Bank loan charge-offs remained at an amount the CHAIR/CEO and Compensation Committee deemed acceptable during the first half of 2021. In July 2021, the CHAIR/CEO recommended, and the Compensation Committee approved, 15% 2021 supplemental bonuses for seven Executive Officers, including $37,500 to the CHAIR/CEO and $26,250 to the CFO.

Bonus Incentive Compensation Program Award for PRES/RPG. Unlike other NEOs, whose goals were based on the Company’s fiscal year of January 1 through December 31, for 2021 the PRES/RPG had goals based on

RPG’s seasonally-based measurement period from October 1, 2020 through September 30, 2021 (the “Measurement Period”).

The incentive bonus compensation potential for the PRES/RPG is tied to the Republic Processing Group (“RPG”) financial results, specifically the Elastic GOP (i.e., the GOP for RPG’s Elastic loan product) and RPG’s GOP for all other products (i.e., RPG GOP minus Elastic GOP, “All Other RPG”). For the PRES/RPG’S Measurement Period, the GOP objectives were set at the following:

On October 21, 2021, the Compensation Committee approved a bonus payout for the PRES/RPG of $375,000 that was comprised of both non-equity incentive plan compensation and a discretionary bonus as described below:

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Based on these results, the CHAIR/CEO recommended and the Compensation Committee awarded the PRES/RPG a $315,000 bonus based on RPG’s actual financial performance during the Measurement Period.

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Bonus Incentive Compensation Program Award for EVP/CMBO. The Bonus Incentive Compensation Program for the EVP/CMBO consisted of two separate components for the overall maximum incentive compensation potential for 2021. The total “Maximum Level” Bonus Incentive Compensation Program award for the EVP/CMBO was $325,000, which the EVP/CMBO achieved in 2021.

The first component was based upon the Company’s Warehouse Lending segment’s attainment of various levels of GOP as described in the table below, with a minimum bonus of $50,000 for Warehouse Lending GOP starting at $12.0 million and a sliding scale upward to a maximum bonus of $200,000 for Warehouse Lending GOP of $20.0 million and above. For 2021, Warehouse Lending obtained a GOP of over $20.0 million resulting in the EVP/CMBO

receiving an award at the “Maximum Level” of $200,000 under the Warehouse Lending component of the Bonus Incentive Compensation Program.

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The second component focused on the Company’s mortgage loan production, as described in the table below, with a minimum bonus of $50,000 for mortgage production starting at $600 million and a sliding scale upward to a maximum bonus of $125,000 for mortgage production of $1 billion and above. For 2021, total mortgage production exceeded $1 billion resulting in the EVP/CMBO receiving an award at the maximum level of $125,000 under the Mortgage Production component of the Bonus Incentive Compensation Program.

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Additional Considerations Regarding the Bonus Incentive Compensation Program. Participants in the Company’s Bonus Incentive Compensation Program described above agree that during their employment or service with Republic and for certain periods following the date of termination of employment or service for whatever reason, they will not (i) solicit or divert or attempt to divert from Republic or its affiliates, any current or targeted customer or business and (ii) directly or indirectly, solicit to employ or engage, offer employment or engagement to, hire, employ, or engage any employees or independent contractors of Republic or any of its affiliates.

The Compensation Committee also considered and determined that the Company’s incentive compensation for all employees follows practices as set forth in applicable regulatory guidance regarding incentive compensation.

Company stock performance is not a component of evaluation for the purpose of NEO cash incentive compensation, nor has it typically been considered in determining the amount of equity-based incentives to grant each NEO. Republic’s stock is not actively traded and thus may be subject to market fluctuations beyond the reasonable control of management.

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 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.

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 has historically been stock options and restricted stock awards. This form of compensation was historically used by the Company due to previously favorable accounting and tax treatment. Stock option and restricted stock awards are also granted by the Company’s competitors

and the Compensation Committee believes stock option and restricted stock 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 restricted stock awards, and Performance Stock Units (“PSUs”) constitute a favorable retention factor and enhance the Company’s ability to maintain the employment of its high performing executives. Additionally, Republic’s equity-based incentive agreements provide that for certain periods following the date of termination of employment or service for whatever reason, participants in the Stock Incentive Plan will not (i) solicit or divert or attempt to divert from Republic or its affiliates, any current or targeted customer or business and (ii) directly or indirectly, solicit to employ or engage, offer employment or engagement to, hire, employ, or engage any employees or independent contractors of Republic or any of its affiliates. The Company’s equity-based incentive agreements also have confidentiality requirements which act to protect the 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 stock options, and full vesting of restricted stock if employment ends, other than for cause, following a change in control, and PSUs are deemed earned at the target level if a change in control occurs before performance is otherwise measured.

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 NEOs are typically recommended to the Compensation Committee by the CHAIR/CEO. 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.

The Company’s 2015 Stock Incentive Plan provides for stock option grants and various types of stock awards, including restricted stock, restricted stock units, and performance stock units. For 2021, the Compensation Committee approved certain NEO equity incentive awards pursuant to the 2015 Stock Incentive Plan. The CHAIR/CEO declined to accept any stock incentive awards in 2021. The date for the strike price of stock options was the close of business on January 27, 2021 at $36.29 per share. In addition, 5,000 nonqualified stock options were awarded to each of the 2021 NEOs, except for the CHAIR/CEO, EVP/CMBO, and CEO/BANK, with the CEO/BANK’s stock option award discussed below. The 2021 stock options become exercisable on December 31, 2023 and are exercisable for a one-year period after vesting.

As provided for in his 2020 Employment Agreement, on June 15, 2020, the CEO/BANK was awarded a nonqualified stock option with a fair market value of approximately $425,000, as determined by the Black Scholes pricing model, that fully vests on December 31, 2023. In 2021, per the Employment Agreement, the CEO/BANK was granted three tranches of awards as a long-term incentive in the following amounts and categories with each award being subject to three-year cliff vesting:

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All options granted under the 2020 Employment Agreement are exercisable for only a one-year period after the vesting date and all equity awards are generally subject to a two-year hold on sale from the exercise or vesting date.

On January 27, 2021, the Compensation Committee awarded certain Executive Officers, including the CFO and PRES/RPG, 1,333 PSUs each with an approximate fair market value of $50,000 if performance is achieved on terms similar to those described above for the CEO/BANK. Performance objectives for the PSUs (including those made under the 2020 Employment Agreement to the CEO/BANK) are to be measured in early 2022 against threshold, target, and maximum performance levels, based on the achievement of return on average assets (“ROAA”) and efficiency ratio metrics as compared to the Bank’s peer group published by the Federal Financial Institutions Examination Council (“FFIEC”) in its December 31, 2021 Uniform Bank Performance Report (“UBPR”).  After determination of the earned PSUs under these criteria, each executive will be issued restricted stock in 2022, which will vest as of December 31, 2023, if employment continues to that date.  No PSUs granted in 2021 were earned under the terms of the grant award because the minimum performance requirements of top 15% ROAA and top 35% efficiency ratio compared to peer were not achieved.

Finally, the CEO/BANK, CFO, PRES/RPG, and other Executive Officers, were granted restricted shares on January 27, 2021 with a vesting date of December 31, 2023. The Board and Compensation Committee also set stock ownership guidelines for the CEO/BANK, CFO, and PRES/RPG requiring them to own a minimum of two times their base salaries in Company stock within five years from January 2021.  All shares of stock issued under the PSUs or as restricted stock must be held by the officer for a period of two years after the vesting date, and all shares issued under the nonqualified stock options must be held for a period of two years following the exercise date. 

Also, on January 27, 2021, in furtherance of its long-term incentive objectives, the Board approved Change in Control Severance Agreements with certain Executive Officers, including the CFO and PRES/RPG. Subsequently, at its September 15, 2021 meeting, the Board approved substantively identical Change in Control Severance Agreements for the CHAIR/CEO, CEO/BANK, and another Executive Officer (collectively, “Change in Control Agreements”). The CEO/Bank’s Change in Control Agreement replaced certain terms of the CEO/Bank’s Employment Agreement. These Change in Control Agreements include two (2) year noncompete, non-solicitation, and confidentiality clauses that apply whether or not a change in control occurs and incorporate restrictive covenants into each equity award.

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 executives’ deferrals. Both voluntary deferrals and such matching are deemed to be invested in Class A Common Stock. Cash dividend equivalents with respect to deferred amounts are converted into stock equivalents on a quarterly basis.

The Company’s Acquisition Bonus Plan

In addition to the incentive potential described above, certain NEOs may qualify under the Company’s Acquisition Bonus Plan for an additional incentive bonus to be determined by the CHAIR/CEO and CEO/BANK 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 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 specific amount determined by the Company’s CHAIR/CEO and CEO/BANK 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. 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 and CEO/BANK 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, the CHAIR/CEO, or the CEO/BANK, an award under the Acquisition Bonus Plan 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 and CEO/BANK.

During 2021, there were no acquisitions that triggered the Acquisition Bonus Plan.

Adoption of TRS Transaction Bonus Program

In 2021, the Company adopted an additional bonus program for certain of its Executive Officers in connection with the Company’s entry into an agreement on May 13, 2021, pursuant to which, upon the terms and subject to the conditions set forth therein, Green Dot Corporation would purchase substantially all of the assets and operations of the Bank’s TRS business. On May 19, 2021, the Company’s Compensation Committee and Board of Directors approved a TRS Transaction Bonus Program (the “Bonus Program”) for associates, including two NEOs, the CFO, and PRES/RPG. The Bonus Program’s payout to these Executive Officers was structured with two payments: (1) the first bonus payment for one half of the aggregate bonus potential would be triggered by the closing date of the sale transaction and (2) the second bonus payment for one half of the bonus potential would be made one year from the closing date of the sale transaction if the Executive Officer remained employed by the Bank at that time. The Bonus Program provided the CFO with an aggregate bonus potential of $250,000 and PRES/RPG an aggregate bonus potential of $600,000. The agreement with Green Dot Corporation was terminated in 2022, and no payments will be made under the TRS Transaction Bonus Program.

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 2021. The Change in Control Agreements provide to an NEO who is terminated other than for cause or who leaves for good reason within 24 months following a change in control, the following:

The Company deems these post-employment severance 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.

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, Chair

Laura M. Douglas

Ernest W. Marshall, Jr.

Susan Stout Tamme

Mark A. Vogt

DIRECTOR COMPENSATION

For 2021, non-employee Directors of the Company and the Bank received an annual stock retainer of $25,000, fees of $4,000 for each board meeting attended, and fees of $1,000 for each committee meeting attended. On occasion, brief, typically single-issue meetings are held for which there is no compensation. The committee chairpersons received an annual stock retainer of $10,000 for each committee. At its May 19, 2021 meeting, the Board approved that the 2021 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 553 shares of Class A 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 deemed to be invested in Class A Common Stock. Cash dividend equivalents with respect to deferred amounts were converted into stock equivalents on a quarterly basis during 2021. The Company does not make matching contributions for amounts deferred by the Directors. Compensation paid or deferred to Directors of Republic during 2021 for services as a Director of Republic were as follows: