Republic Bancorp (RBCAA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 24, 2025, at the Republic Bank Building in Louisville, KY, with a record date of February 14, 2025.

• Shareholders can vote on four key proposals: election of 15 directors, advisory vote on executive compensation, approval of the 2025 Stock Incentive Plan, and ratification of the independent auditor.

• Proxy materials are available online, with options for electronic or paper delivery to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposal 1: Elect 15 directors to serve until the 2026 annual meeting.

• Proposal 2: Advisory (non-binding) vote on compensation of named executive officers.

• Proposal 3: Approve the 2025 Stock Incentive Plan to extend and update the existing plan.

• Proposal 4: Ratify Forvis Mazars as independent registered public accounting firm for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 14, 2025.

Board of directors and corporate governance

• Board consists of 15 directors, with a majority classified as independent under NASDAQ rules.

• Directors serve one-year terms; mandatory retirement age is 72, with exceptions for long-serving members.

• Board committees include Audit, Compensation, Nominating, and Risk, each with defined responsibilities and independent membership.

• Lead Independent Director role established to enhance governance.

• Board diversity and skills matrix considered in nominations, though no formal diversity policy.