COMMUNITY TRUST BANCORP INC /KY/ appointed Mark A. Gooch as new CEO

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


Succession Planning - Anticipated Retirement; Executive Officer Changes


On July 28, 2021, Community Trust Bancorp, Inc. (the "Company") announced several changes to its executive management as part of an ongoing executive succession plan. Specifically, Jean R. Hale, the long serving Chairman, President and Chief Executive Officer of the Company, announced her planned retirement, effective as of February 7, 2022. At a meeting of the Company's Board of Directors (the "Board") held on July 27, 2021, the Board appointed Mark A. Gooch to immediately assume the position of President of the Company. At the same meeting, the Board appointed Mark A. Gooch to also assume the position of Chief Executive Officer and Director effective February 7, 2022; the Director position will be for the remainder of her then unexpired term.


Ms. Hale currently serves and will continue to serve as Chairman and Chief Executive Officer of the Company, as well as Chairman of the Board of Community Trust Bank, Inc. and Community Trust and Investment Company until her planned retirement on February 7, 2022.


Additional information relating to the background and business experience for Ms. Hale is set forth in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2021 (the "Company's 2021 Proxy Statement"), under the heading "Election of Directors", which information is incorporated herein by reference.


Mr. Gooch currently serves and will continue to serve as Secretary of the Company and as President and Chief Executive Officer of Community Trust Bank, Inc. In his additional new role as President of the Company, Mr. Gooch will assume direct operating responsibility for all facets of the Company, reporting directly to Ms. Hale, the Company's Chairman and Chief Executive Officer until her planned retirement on February 7, 2022. On February 7, 2022, when Mr. Gooch also assumes the additional position of Chief Executive Officer of the Company, he will report directly to the Board.


Mark A. Gooch, age 62, was appointed as President and Chief Executive Officer of Community Trust Bank, Inc. and Executive Vice President of Community Trust Bancorp, Inc. on July 1, 1999. Mr. Gooch served as Executive Vice President/Operations from 1997 to June 30, 1999. Mr. Gooch began his career at First Security Bank and Trust of Whitesburg, Kentucky in 1981 where he held various positions, including Branch Manager, Retail Lender, Mortgage Lender, Commercial Lender, Compliance Officer, Cashier, and Chief Operating Officer. Mr. Gooch joined Community Trust Bancorp, Inc. in 1987 with the first acquisition made by Community Trust Bancorp, Inc. (FKA Pikeville National Corporation). He served as President of that subsidiary from 1993 to 1996 until all bank subsidiaries were merged into Community Trust Bank, Inc. in 1997, at which time he came to the corporate office as Executive Vice President/Operations. Mr. Gooch serves as a director of CEDAR, National Advisory Council for Christian Appalachian Project, National Advisory Council for NCIF, the Kentucky Pro Football Hall of Fame, One East Kentucky Corporation, the City of Pikeville Economic Development Board and the Kentucky Chamber of Commerce.


Other than existing compensatory arrangements between Ms. Hale and Mr. Gooch (each an "Executive Officer") and the Company, as described in the Company's 2021 Proxy Statement, in connection with the above succession appointments: (i) there are no arrangements or understandings between the Executive Officer and any other person; (ii) no material plan, contract or arrangement has been entered into with the Executive Officer, and no such plan, contract or arrangement with the Executive Officer has been materially amended; and (iii) no grant of any award to the Executive Officer or modification of an existing award has been made. Moreover, none of the Executive Officers has a family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Also, none of the Executive Officers has a direct or indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.