David Bumgarner
About David Bumgarner
David L. Bumgarner, age 60, is Executive Vice President and Chief Financial Officer of City Holding Company and City National Bank. He has served as EVP & CFO since April 2019 and previously served as Senior Vice President & CFO from February 2005 to March 2019, giving him deep institutional tenure and continuity in the finance function . Under the current compensation design, his annual bonus is tied 100% to ROATCE vs. peers, while long-term equity vests based on three-year ROA and relative TSR, aligning pay with shareholder value creation . In 2024, City delivered net income of $117.1 million, ROAA of 1.85%, and ROATCE of 21.2%; five-year cumulative TSR value reached $168.04 by year-end 2024, underpinning strong pay-for-performance linkages .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City Holding Company / City National Bank | EVP & Chief Financial Officer | Apr 2019 – Present | Leads finance, capital, and risk reporting; chairs internal risk committee that meets 6–8 times per year . |
| City Holding Company / City National Bank | SVP & Chief Financial Officer | Feb 2005 – Mar 2019 | Drove financial reporting and capital planning across cycles and integrations . |
External Roles
No external directorships or outside roles for Mr. Bumgarner are disclosed in the latest proxy statements .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 315,000 | Approved by Compensation Committee following peer study . |
| 2023 | 340,000 | Compensation remained below peer median per consultant review . |
| 2024 | 350,000 | Set considering performance and market benchmarking . |
Performance Compensation
Annual Cash Incentive (Short-Term)
| Plan Element | 2024 Design | 2024 Outcome |
|---|---|---|
| Performance Metric | 100% ROATCE vs. peer group | CHCO ROATCE 21.2% (100th percentile vs peers) . |
| Target Opportunity (% of Salary) | 45% | |
| Maximum Opportunity (% of Salary) | 90% | |
| Actual Payout | 90% of salary; $315,000 | Result of 200% of target factor at 100th percentile . |
Context for 2023: Identical structure; actual payout was 90% of salary ($306,000) on 100th percentile ROATCE (24.8% adjusted) .
Long-Term Incentives (Equity)
- Instruments and vesting:
- RSUs: 40% of target; vest 1/3 annually over 3 years, then subject to an additional two-year holding period (dividends accrue and pay post-hold) .
- PSUs: 60% of target; cliff vest at 3 years; payout scales 0–200% based on three-year ROA vs peer group, then modified 75–125% by relative TSR (overall range 0–250%) .
| Grant Year | Target Equity as % of Salary | RSUs Granted (#) | PSU Target (#) | Notes |
|---|---|---|---|---|
| 2024 | 45% | 615 | 922 | Under 2023 Incentive Plan; no special awards . |
Summary Compensation (Selected Line Items)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 350,000 | 152,962 | 315,000 | 13,679 | 831,641 . |
| 2023 | 340,000 | 141,759 | 306,000 | 13,156 | 800,915 . |
| 2022 | 315,000 | 99,707 | 209,286 | 11,562 | 635,555 . |
Notes: “All Other Compensation” includes 401(k) match and group term life premiums .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 24, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged as Collateral |
|---|---|---|---|
| David L. Bumgarner | 14,764 | <1% | None . |
Prior-year reference (as of Mar 21, 2024): 14,407 shares; <1%; no pledging .
- Stock ownership guidelines: NEOs must hold stock equal to 1x salary within 5 years; all NEOs, including CFO, are in compliance as of Dec 31, 2024 .
- Hedging and pledging: Executives are prohibited from hedging and from pledging Company securities or holding them in margin accounts .
- Insider trading policy: Adopted and filed as an exhibit to the 2024 Form 10-K .
Outstanding Unvested Awards at 12/31/2024 (CFO)
| Vesting Date | Award Type | Units | Reference Market Value ($) |
|---|---|---|---|
| 2/22/2025 | RSU | 190 | 22,511 . |
| 2/23/2025 | RSU | 170 | 20,142 . |
| 2/23/2025 | PSU (target) | 766 | 90,756 . |
| 2/28/2025 | RSU | 205 | 24,288 . |
| 2/22/2026 | RSU | 189 | 22,393 . |
| 2/22/2026 | PSU (target) | 854 | 101,182 . |
| 2/28/2026 | RSU | 205 | 24,288 . |
| 2/28/2027 | RSU | 205 | 24,288 . |
| 2/28/2027 | PSU (target) | 922 | 109,239 . |
Note: RSUs have additional two-year post-vesting holding period; PSU vesting values will vary with three-year ROA and TSR outcomes .
2025 Insider Transactions (selling pressure check)
- Feb 14, 2025: Sold 200 shares (~$24,000); post-trade holdings reported at 9,437 shares (class) .
- Feb 26–28, 2025: Form 4 filed for activity including 170 shares sold on Feb 28, 2025 .
- Apr 30, 2025 (reported): Sold 1,058 shares at $118 (~$124,844); direct holdings 10,635.65 shares; 2,955.7772 in 401(k); 115 in IRA; RSUs disclosed as rights to receive stock upon vesting .
- May 5, 2025: Reported sale of 441 shares at $118 (aggregator) .
These appear periodic, modest-sized sales relative to total direct and plan holdings, typical around vesting and tax events; no pledging and hedging prohibitions remain in effect .
Employment Terms
Change-of-Control (CoC) and Severance Economics (CFO)
| Scenario | Cash Payments ($) | Health Continuation ($) | Equity Acceleration ($) | Key Triggers/Terms |
|---|---|---|---|---|
| Death | 700,000 (life insurance) | — | 439,087 (restricted shares vest) | Life insurance is 2x base salary; restricted shares vest 100% . |
| Disability | — | — | 439,087 (restricted shares vest) | 100% vesting of restricted shares . |
| Change of Control | 1,330,000 | 29,824 | 439,087 (restricted shares vest) | Double-trigger: may resign for “Good Reason” within 24 months post-CoC; salary continuation based on “Termination Compensation”; non-compete and non-solicit for 2 years; payout may be lump sum or over 24 months . |
Additional details:
- Restricted shares outstanding at 12/31/2024: 3,706; vest 100% upon death, disability, or CoC (valued at $118.48 at year-end) .
- Health benefits continuation: up to 24 months upon qualifying CoC termination .
- Definitions and agreement date: CFO Change in Control Agreement dated May 4, 2022; double-trigger protection window 24 months post-CoC .
- No tax gross-up for CFO is disclosed (gross-up provisions are described for the CEO only) .
Clawbacks and other protections:
- SOX 304 clawback applies to CEO and CFO for misconduct-related restatements .
- Company clawback policy (2014) authorizes recoupment of incentive compensation upon restatement (non-principles change), including cancelation of performance-based awards .
Company Performance Context (for pay-for-performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 102,071 | 114,365 | 117,101 . |
| ROAA (%) | 1.71 | 1.87 (1.96% adj.) | 1.85 . |
| ROATCE (%) | — | 23.8 (24.8% adj.) | 21.2 . |
| Cumulative TSR (Value of $100) | — | 128.53 | 168.04 . |
Peer-relative positioning:
- 2024: ROAA and ROATCE ranked at or near the 100th percentile vs both national and regional peers; cash incentives paid at 200% of target per plan design .
- 2023: ROAA 1.96% and ROATCE 24.8% (adjusted) also at the 100th percentile; 200% of target payout .
Say-on-Pay and governance:
- Say-on-Pay approval: 95.7% (2024 meeting) ; 95.4% (2023 meeting) .
- Compensation Committee independence and use of independent consultant (McLagan/Aon); no conflicts found; peer groups reviewed annually .
Investment Implications
- Alignment: Bumgarner’s variable pay is highly sensitive to profitability and shareholder returns—100% ROATCE-driven annual bonus and PSUs tied to three-year ROA with a TSR modifier—providing strong alignment with investor outcomes in sustained outperformance periods .
- Selling pressure: Unvested RSUs have a two-year post-vesting holding period and PSUs cliff-vest at three years; observed 2025 insider sales appear modest and periodic around vesting, reducing concerns of near-term selling overhang; no pledging permitted .
- Retention risk: Absent a change in control, there are no disclosed severance payments for CFO; however, double-trigger CoC protections (cash, health, equity acceleration) and two-year non-compete/non-solicit support retention through transactions; no tax gross-up obligations for CFO improve governance quality .
- Governance quality: Strong say-on-pay support, independent committee oversight, robust clawback, and prohibitions on hedging/pledging indicate shareholder-friendly compensation risk controls .
Overall, Bumgarner’s incentives should continue to reward sustained top-tier profitability and shareholder returns while structural features (multi-year vesting/holding, clawbacks, no pledging) temper risk-taking and selling pressure.