Dallas Kayser
About C. Dallas Kayser
C. Dallas Kayser, 73, is the independent, non‑executive Chairman of the Board of City Holding Company, serving as a director since 1995 and as Chair since January 1, 2016 . He holds a B.A. in economics from Marshall University and a J.D. from West Virginia University College of Law; he retired in December 2020 as senior partner of Kayser Layne & Clark, PLLC after practicing law since 1976 . Kayser beneficially owns 24,028 shares (<1% of outstanding), is deemed independent under Nasdaq rules, and leads executive sessions of independent directors, signaling strong governance engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kayser Layne & Clark, PLLC | Senior Partner; private law practice | 1976–Dec 2020 | Retired as senior partner; extensive legal and governance experience |
| United Methodist Foundation of West Virginia, Inc. | Chairman of the Board of Trustees (prior) | Not disclosed | Executive, Compensation, Audit, and Investment Committees |
| West Virginia State Bar | Governor on the Board of Governors (former) | Not disclosed | State legal governance role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rivers Health (subsidiary of Marshall Health Network) | Director and Secretary | Current (not dated) | Finance and Executive Committees |
| Deerfield Development Company | Treasurer | Current (not dated) | Financial oversight |
| Mason County Community Foundation | Charter member | Current (not dated) | Community engagement |
Board Governance
- Board leadership is split: the CEO is not the Chair; Kayser serves as independent Chairman and presides over Board and independent director sessions .
- Kayser chairs the Executive Committee, which includes File, Fisher, Hageboeck, and Rossi; as a matter of practice, the committee handles special/emergency matters and met 0 times in 2024 .
- Independence: the Board determined Kayser and all committee members (Audit, Compensation, Governance) are independent under Nasdaq standards; Hageboeck is the only non‑independent director as CEO .
- Engagement: independent directors met in executive session nine times in 2024, led by Kayser; all directors attended the April 24, 2024 Annual Meeting .
- Attendance: the full Board met 10 times in 2024; all directors except one (due to illness) met at least 75% attendance for Board and committee meetings (implies Kayser met ≥75%) .
| Committee | 2024 Membership | Role | Meetings in 2024 |
|---|---|---|---|
| Executive Committee | Yes | Chairman | 0 |
| Audit Committee | No | — | 7 |
| Governance & Nominating | No | — | 4 |
| Compensation Committee | No | — | 2 |
| Trust Committee | No | — | 2 |
Fixed Compensation
| Component (Director – 2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 100,500 |
| Stock awards (fair value) | 31,946 |
| Total | 132,446 |
| Standard Director Fee Schedule (2024) | Amount ($) |
|---|---|
| Board meeting fee (per meeting) | 1,200 |
| Board committee meeting fee (per meeting) | 750 |
| Per diem educational fee | 1,200 |
| Annual cash retainer | 33,500 |
| Annual equity retainer | 32,000 |
| Board Chairman cash retainer | 55,000 |
| Committee Chair fee – Audit | 10,000 |
| Committee Chair fee – Compensation | 5,000 |
| Committee Chair fee – Governance & Nominating | 5,000 |
| 2024 Annual Equity Grant (Directors) | Details |
|---|---|
| Grant date | February 28, 2024 |
| Shares granted | 321 shares to each non‑employee director (pro‑rated by months of service) |
| Grant price | $99.52 per share |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director pay comprises fixed cash retainers, meeting fees, and annual equity retainer (no performance conditions) |
Other Directorships & Interlocks
| Company/Entity | Role | Public Company? | Notes |
|---|---|---|---|
| Rivers Health (Marshall Health Network subsidiary) | Director & Secretary | No | Serves on Finance and Executive Committees |
| Deerfield Development Company | Treasurer | No | Private company role |
- No public company directorships for Kayser are disclosed in the proxy .
Expertise & Qualifications
- Economics (Marshall University) and Juris Doctor (WVU College of Law) underpin legal and financial governance expertise .
- Decades of legal practice and leadership (senior partner; state bar governance) support oversight, compliance, and fiduciary rigor .
- Health system board work (Rivers Health) and development company treasury role contribute to operational and community insight relevant to a regional bank .
- As independent Chair, he leads risk oversight processes and executive sessions, contributing to board effectiveness and control environment .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 24,028 |
| Common shares subject to a right to acquire within 60 days | None (“–”) |
| Ownership as % of shares outstanding | <1% |
| Shares pledged as collateral | None (“–”) |
| Director stock ownership guideline | Minimum 2,500 shares within six years; at least 500 shares within one year for new directors (revised Feb 2025) |
| Guideline compliance status | All directors in compliance as of proxy date |
| Hedging/pledging policy | Directors prohibited from pledging or hedging Company securities |
Governance Assessment
-
Strengths
- Independent, non‑executive Chair; separation of CEO and Chair enhances oversight and mitigates management dominance .
- Leads executive sessions (nine in 2024), indicating active independent oversight and engagement .
- Strong ownership alignment: 24,028 shares, exceeding the 2,500‑share guideline; no pledging allowed and none disclosed .
- Director pay structure is straightforward (cash retainer, meeting fees, fixed equity retainer) with no discretionary or performance‑based elements that could distort incentives .
- Board/committee independence affirmed; compensation and audit committees fully independent under enhanced standards .
-
Potential watch items / RED FLAGS
- External roles (Rivers Health, Deerfield Development Company) create potential related‑party exposure if material transactions were to occur; Company requires review/approval of ≥$120,000 related‑party transactions, and none specific to Kayser are disclosed for 2024 .
- Mandatory retirement policy at age 75 has led to recent director retirements; at 73, Kayser approaches the policy threshold, implying near‑term succession planning considerations for Board leadership continuity .
- Executive Committee met 0 times in 2024; while consistent with its “special/emergency” remit, investors may prefer documented periodic activity by all standing committees .
-
Shareholder signals
- Say‑on‑pay support was strong (95.7% approval in 2024), suggesting investor confidence in pay practices and governance oversight .
- Robust board‑level risk oversight processes (credit, liquidity, cybersecurity, capital, ERM) documented under Chair leadership .