Charles Hageboeck
About Charles R. Hageboeck
Charles R. “Skip” Hageboeck (age 62) is President & CEO of City Holding Company and City National Bank and has served as a director since 2005; he holds a Ph.D. in Economics from Indiana University and previously worked at Indiana National Bank, NBD Bank, N.A., and Peoples Bank of Indianapolis . In 2024, City delivered net income of $117.1M, ROAA of 1.85% and ROATCE of 21.2% (top decile vs peers), and City’s five-year pay-versus-performance table shows cumulative TSR translating a $100 initial investment to $168.04 in 2024 . He serves on the Boards of the West Virginia Chamber of Commerce and the Buckskin Council of the Boy Scouts; he is the only management director on the Board (not independent), with the Chair role separated from CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indiana National Bank | Banking roles (prior to 2005) | Not disclosed | Foundation of banking experience |
| NBD Bank, N.A. | Banking roles (prior to 2005) | Not disclosed | Credit, operations, and leadership development |
| Peoples Bank of Indianapolis | Banking roles (prior to 2005) | Not disclosed | Commercial banking exposure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| West Virginia Chamber of Commerce | Director | Not disclosed | Regional economic policy and business advocacy |
| Buckskin Council of the Boy Scouts | Director | Not disclosed | Community leadership and youth development |
| West Virginia Bankers Association | Past Chairman | Not disclosed | Industry leadership and networking |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $674,740 | $674,740 |
| Target Bonus (% of Salary) | 60% | 60% |
| Actual Bonus Paid ($) | $809,688 | $809,688 |
| All Other Compensation ($) | $20,322 (401k match + life premium) | $21,484 (401k match + life premium) |
| Total Compensation ($) | $1,894,563 | $1,910,759 |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| ROATCE vs regional peer group | 100% | 50th percentile → 60% of salary | 100th percentile → ROATCE 21.2% | 120% of salary ($809,688) |
Long-Term Incentives (2024 grants)
| Award Type | Structure | Grant Date | Target Size | Vesting | Performance Metrics | Payout Range |
|---|---|---|---|---|---|---|
| RSUs | 40% of equity grant | 2/28/2024 | 1,627 RSUs | 1/2/3-year tranches; 2-year holding period | N/A | Fixed shares (subject to holding) |
| PSUs | 60% of equity grant | 2/28/2024 | 2,441 PSUs | 3-year cliff (2027) | Three-year ROA relative to peer (0–200% of target) modified by three-year TSR (75–125%) | 0–250% of target (ROA×TSR) |
Notes:
- Pricing equal to closing price on grant date; awards typically granted annually with cash payouts .
- No special equity awards in 2024 outside the 2023 Incentive Plan .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Pledged |
|---|---|---|---|
| Charles R. Hageboeck | 56,554 | <1% | None |
- Directors & officers as a group (17 persons): 275,357 shares, 1.87% of outstanding; no pledging reported .
- Stock ownership guidelines: CEO must hold 4x base salary; all NEOs, including CEO, in compliance as of 12/31/24 .
Pledging/Hedging Policy
- Directors and executive officers are prohibited from pledging Company stock or engaging in hedging (collars, swaps, exchange funds, etc.) .
Outstanding Equity and Vesting Schedules (as of 12/31/24)
| Vest Date | Unvested RSUs/PSUs (#) | Market Value ($) |
|---|---|---|
| 2/22/2025 (RSUs) | 522 | 61,847 |
| 2/23/2025 (RSUs) | 665 | 78,789 |
| 2/23/2025 (PSUs, target) | 2,994 | 354,729 |
| 2/28/2025 (RSUs) | 543 | 64,335 |
| 2/22/2026 (RSUs) | 521 | 61,728 |
| 2/22/2026 (PSUs, target) | 2,348 | 278,191 |
| 2/28/2026 (RSUs) | 542 | 64,216 |
| 2/28/2027 (RSUs) | 542 | 64,216 |
| 2/28/2027 (PSUs, target) | 2,441 | 289,210 |
Exercises and Vested Value (2024)
| Transaction | Shares | Value |
|---|---|---|
| Options exercised | 6,065 | $391,011 |
| Stock vested | 9,405 | $953,150 |
Employment Terms
Employment Agreement (CEO)
| Term | Detail |
|---|---|
| Agreement term | Two years; auto-renews monthly unless fixed by notice |
| Voluntary Termination Benefit | Fully vested; $1,472,750 payable over 36 months plus Treasury 1-year rate interest; non-forfeitable except for willful fraudulent activity materially adverse to Company |
| Health coverage continuation | Up to 60 months for voluntary, Without Just Cause, change in control, or disability; valued at $99,086 (2024) |
| Severance (Disability) | 3x Termination Compensation ($1,484,428) less disability insurance; payable lump or over severance period |
| Change-in-Control (CIC) | 3x Termination Compensation ($1,484,428 × 3 = $4,453,284); non-compete, non-solicit, confidentiality for 3 years post-CIC termination |
| 280G excise tax | Company will pay 147.5% of excise tax under IRC §4999 if payments exceed 2.99× base amount; payable if triggered |
Post-Employment Payment Summary (CEO, as of 12/31/24)
| Scenario | Total Cash Payments ($) | Health ($) | Life ($) | Equity ($ Options ITM) | Equity ($ RS) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Just Cause | 4,453,284 | 99,086 | — | — | — | 4,552,370 |
| Voluntary Termination | 1,472,750 | 99,086 | — | — | — | 1,571,836 |
| Death | 4,453,284 | — | 1,349,480 | — | 1,317,261 | 7,120,025 |
| Disability | 4,453,284 | 99,086 | — | — | 1,317,261 | 5,869,631 |
| Change of Control | 4,453,284 | 99,086 | — | — | 1,317,261 | 5,869,631 |
- Clawback: SOX §304 for CEO/CFO and an additional 2014 executive officer clawback policy authorizing recoupment of incentive compensation upon restatement; performance awards can be canceled if results reduced .
Board Governance
Board Service History and Roles
- Director since 2005; only management director (non-independent); does not receive director or committee fees .
- Committee participation: Executive Committee (member); does not serve on Audit, Compensation, Governance, or Trust Committees .
- Board leadership: CEO and Chair roles are separated; independent Chair presides and leads executive sessions of independent directors .
Committee Structure and Attendance (2024)
| Committee | Chair | Meetings (2024) | CEO Member? |
|---|---|---|---|
| Executive | C. Dallas Kayser | 0 | Yes |
| Audit | James L. Rossi | 7 | No |
| Compensation | William H. File III | 2 | No |
| Governance & Nominating | Robert D. Fisher | 4 | No |
| Trust | William H. File III | 2 | No |
- Full Board met 10 times in 2024; all directors (except one due to medical issues) attended ≥75% of Board and committee meetings; independent directors met in nine executive sessions .
Director Compensation and Ownership Guidelines
- Non-employee directors: annual cash retainer $33,500, annual equity $32,000 (321 shares at $99.52 on 2/28/24), meeting fees $1,200/$750; Chair fee $55,000; Audit Chair $10,000; Compensation Chair $5,000; Governance Chair $5,000 .
- Director stock ownership guideline: 2,500 shares within six years; compliance confirmed as of Feb 2025 .
Compensation & Incentive Design Diagnostics
Cash Incentive Plan
- Metric: ROATCE vs defined regional peer group; payouts scale from 0% (below 25th percentile) to 120% (100th percentile) of salary for CEO; subject to capital and asset quality gates .
Equity Plan Structure
- RSUs: 1/2/3-year vesting, followed by 2-year holding; dividends accrue and are paid after vesting/holding .
- PSUs: Earned based on three-year ROA relative to peer (0–200% of target) plus TSR modifier (75–125%), producing 0–250% payout; three-year cliff vest .
Peer Groups (for compensation benchmarking and performance evaluation)
- National peer group (size $3–8B) used for performance only .
- Regional peer group of 20 banks defined by asset size, profitability, branch count, and footprint; used for benchmarking .
Say-on-Pay Outcomes
| Year | Approval (%) |
|---|---|
| 2023 | 95.4% |
| 2024 | 95.7% |
Risk Indicators & Red Flags
- 280G excise tax gross-up provision (shareholder-unfriendly) present in CEO CIC agreement .
- Concentrated vesting in 2025–2027 for RSUs/PSUs could create periodic selling pressure as holdings become deliverable after the holding period; option exercises already occurred in 2024 (6,065 shares) .
- Pledging/hedging explicitly prohibited; no shares held as collateral reported, reducing alignment risk .
- Clawback policies in place, but no enforcement history disclosed .
Employment & Contracts Summary (Retention Risk)
| Provision | CEO |
|---|---|
| Auto-renewal | Monthly renewal keeps term at 2 years unless fixed by notice |
| Non-compete / Non-solicit | Three years post-CIC termination |
| CIC multiple | 3× Termination Compensation; health continuation up to 60 months |
| Voluntary termination benefit | Fully vested; meaningful ($1.47M + interest) |
| Health benefit continuation | Up to 60 months depending on scenario |
Pay Versus Performance Context (2019–2024 extract)
| Year | CEO “Comp Actually Paid” ($) | TSR (Value of $100) | Net Income ($000s) | ROAA |
|---|---|---|---|---|
| 2020 | 1,657,555 | 87.83 | 89,595 | 1.66% |
| 2021 | 1,842,789 | 106.52 | 88,080 | 1.49% |
| 2022 | 2,432,213 | 124.92 | 102,071 | 1.71% |
| 2023 | 2,731,310 | 128.53 | 114,365 | 1.87% |
| 2024 | 2,450,813 | 168.04 | 117,101 | 1.85% |
Investment Implications
- Strong alignment and performance linkages: Cash incentives tied solely to ROATCE delivered max payouts in 2023–2024; PSUs emphasize multi-year ROA with a TSR modifier, reinforcing long-term value creation .
- Retention and transition: CEO’s auto-renewing contract and fully vested voluntary termination benefit reduce near-term exit risk; CIC protections are robust but include a gross-up, which is a governance negative; non-compete coverage extends to three years post-CIC termination .
- Trading signals: Clustered RSU/PSU vesting through 2025–2027 and existing option exercises in 2024 imply periodic supply; however, pledging/hedging bans and ownership guideline compliance mitigate misalignment concerns .
- Governance quality: Separation of Chair/CEO, independent committees, regular executive sessions, and high say-on-pay approvals (95%+) support stable oversight and investor confidence; CEO is the only non-independent director .