Table of Contents

​

​

​

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):

⌧No fee required.

◻Fee paid previously with preliminary materials.

◻Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

​

​

​

​

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023 PROXY STATEMENT &
NOTICE OF ANNUAL MEETING

​

​

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

​

​

​

​

​

​

​

​

​

​

Awards & Recognition

​

​

​

​

​

​

​

​

​

Table of Contents

​

MESSAGE FROM THE EXECUTIVE CHAIR

March 10, 2023

Dear Fellow Shareholders,

You are cordially invited to attend the 2023 Annual Meeting of Shareholders of Republic Bancorp, Inc. (“Republic”) (the “Annual Meeting”). This Annual Meeting will be held at our Springhurst location, 9600 Brownsboro Road, Louisville, Kentucky 40241 on Thursday, April 20, 2023, at 10:00 am. Eastern Daylight Time.

​

The attached Notice of Meeting and Proxy Statement, as well as the Notice of Internet Availability of Proxy Materials you received in the mail, describe the formal business to be conducted at the Annual Meeting, and members of our Board of Directors and executive officers will be present at the Annual Meeting to respond to questions that our shareholders may have.

​

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways shareholders connect with information about Republic and believe that providing our proxy materials over the Internet increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting.

​

Our Board of Directors has determined that the proposals to be considered at the Annual Meeting, as described in the attached Notice of Meeting and Proxy Statement, as well as in the Notice of Internet Availability of Proxy Materials, are in the best interests of Republic and its shareholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends that you vote:

​

​

​

​

Whether or not you plan to attend the Annual Meeting, please vote and submit your proxy as soon as possible via the Internet, by telephone, or, if you have requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. Your vote is important.

​

On behalf of the Board of Directors and the officers and associates of Republic, I would like to take this opportunity to thank our shareholders for your continued support.

​

​

​

​

Table of Contents

​

NOTICE OF ANNUAL MEETING

To Our Shareholders:

You are cordially invited to attend the 2023 Annual Meeting (the “Annual Meeting”) of Shareholders of Republic Bancorp, Inc. (the “Company”). The following are details for the meeting:

​

​

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our common shareholders instead of paper copies of our proxy statement and our annual report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how common shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 2022 Annual Report to Shareholders and proxy card.

​

​

​

​

Your vote is important. For holders of Class A or Class B common stock, whether or not you plan to attend the Annual Meeting, we urge you 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 described in the proxy statement and the Notice.

​

​

​

​

​

​

Table of Contents

​

TABLE OF CONTENTS

​

​

​

​

​

​

​

​

Table of Contents

​

PROXY SUMMARY

This proxy statement summary highlights information about Republic Bancorp, Inc. and certain information contained elsewhere in this proxy statement, which has been prepared in connection with the 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 the Company.

​

Republic Bank offers its clients deposit products, including savings, checking, and money market accounts; IRAs; and CDs. The Bank originates residential mortgage loans, home equity loans and lines, and consumer loans, as well as commercial real estate loans, C&I loans, business loans and lines of credit, equipment leasing, 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 iOS and Android.

​

Republic Bank Banking Center Locations

​

​

As of December 31, 2022, the Bank had 42 full-service banking centers throughout five states: 28 banking centers in eight Kentucky communities – Covington, Crestview Hills, Florence, Georgetown, Lexington, Louisville, Shelbyville, and Shepherdsville; three banking centers in southern Indiana – Floyds Knobs, Jeffersonville, and New Albany; seven banking centers in six Florida communities (Tampa MSA) – Largo, New Port Richey, St. Petersburg, Seminole, Tampa, and Temple Terrace; two banking centers in two Tennessee communities (Nashville MSA) – Cool Springs and Green Hills; and two banking centers in two Ohio communities (Cincinnati MSA) – Norwood and West Chester.

Table of Contents

​

​

In addition to full-service banking services offered in the Bank’s retail footprint, Republic also provides mortgage banking services and 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 fintech ecosystem where RPG is active.

​

As of December 31, 2022, Republic had total assets of $5.8 billion, total deposits of $4.5 billion, and total shareholders’ equity of $857 million. Republic’s executive offices are 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.

​

​

Our Beliefs

Our beliefs guide our actions to deliver on our purpose.

​

​

Table of Contents

​

Our Purpose: Republic Bank 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 September 2022, was 44.2, nearly double the average NPS score for all banks measured in Q3 2022¹. As important, this was a 16% increase from our prior survey, 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, launched in 2020 during the pandemic and the height of racial tensions in Louisville, Kentucky and beyond, has provided small business clients over $3 million in funding and has promoted business development, expanded services, and job creation in low-to-moderate income communities.

​

​

¹Qualtrics XM Institute Q3 2022 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.

​

​

​

​

​

Our Associates

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

​

Table of Contents

​

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 ally, with the group. The BRGs include Conexion (Hispanic), Nia (Black), Pride (LGBTQ+), Women, Veterans, and Caregivers.

​

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.

​

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 an organization, we devote time and funding to help support and build a foundation for the future.

​

​

2022 was the Bank’s 40^th anniversary, and to celebrate, the Bank created a special concentrated period of “40 Acts of Service” with hundreds of Republic associates volunteering their time to help the Bank’s communities thrive.

​

Table of Contents

​

Annual Meeting

Voting Guide

​

​

​

​

​

​

​

​

​

​

Table of Contents

​

Snapshot of Board Nominees

Table of Contents

​

​

​

​

​

​

​

Table of Contents

​

Financial Performance Highlights at Fiscal Year End

Compensation Highlights

​

​

2022 PERFORMANCE-BASED COMPENSATION

​

​

​

Table of Contents

​

VOTING

Record Date. You are entitled to notice of and to vote at the Annual Meeting if you held of record shares of our Class A Common Stock or Class B Common Stock at the close of business on February 10, 2023. On that date, 17,596,420 shares of Class A Common Stock and 2,159,495 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 17,596,420 votes, and the shares of Class B Common Stock are entitled to an aggregate of 21,594,950 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” each of the Board of Director nominees named in this proxy statement, (ii) “For” the approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement, (iii) “For” the option of “Every Two Years” as the frequency with which shareholders are provided an advisory vote on the compensation of its Named Executive Officers included in the Company’s proxy statement, and (iv) “For” the ratification of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. 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 or postponement 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. 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 each director. Regarding Proposal 3, Non-Binding Advisory Vote on the Frequency of Holding Non-Binding Advisory Votes on the Compensation of our Named Executive Officers, the option that receives the highest number of votes will be deemed to have been selected by shareholders. All other matters presented at the Annual 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 except for quorum purposes.

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 10, 2023, based on information available to the Company. On that date, 17,596,420 shares of Class A Common Stock and 2,159,495 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:

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 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 10, 2023. 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 10, 2023. 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 10, 2023. The ownership percentage of all executive officers and directors, as a group, assumes that all 25 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 10, 2023. 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 closest whole number.

Table of Contents

​

Executive Officers, Directors, and Director Nominees as a group (collectively 25 persons) beneficially own 73% 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 10, 2023 as detailed below:

*Represents less than 1% of total

​

​

Table of Contents

​

Table of Contents

​

*Represents less than 1% of total

Table of Contents

​

​

Table of Contents

​

PROPOSAL ONE:
ELECTION OF DIRECTORS

​

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 21, 2022.

Number of Directors

Republic’s Bylaws currently provide for not less than five (5) nor more than eighteen (18) Directors. In accordance with the Company’s Bylaws, the Board of Directors has fixed the number of Directors to be elected at the 2023 Annual Meeting at sixteen (16).

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. No Director will retire from the Company Board at this annual meeting due to the mandatory retirement age.

2023 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:

All Director Nominees, except for Vidya Ravichandran, are current members of the Board of Directors of the Company and the Bank. The 2023 Director Nominees would serve a one (1) year term until the Company’s 2024 annual meeting of shareholders. The Company would like to thank Craig A. Greenberg for his 16 years of service as a Director for the Company and the Bank. Mr. Greenberg resigned as a Director of the Company and Bank as of December 31, 2022

Table of Contents

​

after being elected mayor of the City of Louisville. Mr. Greenberg served as a Director of the Bank from 2006 to 2008 and from 2020 to December 31, 2022 and as a Director of the Company from 2008 to December 31, 2022.

2023 Independent Director Nominees

Non-employee Director Nominees Jennifer N. Green, Heather V. Howell, Timothy S. Huval, Ernest W. Marshall, Jr., W. Patrick Mulloy, II, George Nichols, III, W. Kennett Oyler, III, Vidya Ravichandran, 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”). 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 2023 election of 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 will not be available for election or to serve following election. However, if any of the 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