Stock Yards Bancorp (SYBT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 24, 2025, with shareholders voting on the election of 12 directors and an advisory say-on-pay proposal for executive compensation.

• Shareholders can vote via internet, phone, mail, or during the virtual meeting using a 16-digit control number.

• Proxy materials are distributed electronically to reduce environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Two proposals are up for vote: election of 12 directors and a non-binding advisory vote on executive compensation.

• Directors are elected by majority of votes cast; the say-on-pay vote is advisory and non-binding.

• Shareholders may submit proposals or director nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of 12 members, 10 of whom are independent; all serve one-year terms.

• Board diversity includes 3 women and 2 racially diverse directors; average tenure is 10 years.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Credit and Risk, and Trust, all chaired by independent directors.

• Annual board and committee self-assessments, director onboarding, and ongoing education are emphasized.

• Mandatory retirement age for directors is 70; substantial stock ownership requirements are in place.