Diane Strong-Treister
About Diane Strong‑Treister
Independent director of City Holding Company since 2018; age 68. Educated at Rio Grande College and West Virginia State College. President and franchise owner of Manpower, an employment/staffing company—employed since January 1987, president/franchise owner since 1997. Beneficially owns 4,645 CHCO shares; designated independent under Nasdaq rules; currently serves on the Audit Committee and Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Manpower (employment/staffing) | President & franchise owner | President/franchise owner since 1997; with Manpower since Jan 1987 | Operates a multi‑office staffing business across WV and KY; major employer across administrative, industrial, professional and healthcare divisions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workforce Investment Board (WV) | Executive Board member | Current | Workforce policy and talent development engagement |
| Buckskin Scout Council | Executive Board member | Current | Community leadership; youth development |
| Federal Reserve Bank of Richmond (Charleston Roundtable Committee) | Committee member | Current | Regional economic dialogue participant |
| Association of Manpower Franchise Owners (AMFO) | Member; prior Chair | Current (prior leadership) | Franchise governance and best practices |
| Charleston Alliance | Director | Current | Regional economic development advocacy |
| Charleston Chamber | Vice Chair | Current | Business community leadership |
| WV Manufacturers’ Education Fund (Explore Program) | Director | Current | Workforce pipeline for manufacturing |
| Mountain State YPO Gold | Membership Chair | Current | Executive leadership network engagement |
| West Virginia Roundtable | Member | Current | Business policy forum |
| West Virginia State University | Board of Visitors | Current | Higher education advisory |
| WBENC | Registered & certified member | Current | Women‑owned business certification |
Recognition: WVU Business School Hall of Fame (2024), YMCA “Spirit of the Valley” (2024), WV Executive “Sharp Shooters” (2020), YWCA Women of Achievement (2014) .
Board Governance
- Independence: Board affirms Strong‑Treister is independent; 12 of 13 directors independent as of proxy .
- Committees: Audit Committee member; Governance & Nominating Committee member; not designated as “audit committee financial expert” (designation held by Rossi and Parsons) .
- Meetings: Board met 10 times in 2024; Audit Committee held 7 meetings; Governance & Nominating held 4; independent directors met in executive session 9 times .
- Attendance: All directors (except Mr. Hylton) attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (April 24, 2024) .
- Chair roles: No committee chair roles listed for Strong‑Treister .
| Committee | Role | Meetings in 2024 | Attendance/Notes |
|---|---|---|---|
| Audit Committee | Member | 7 | Board disclosed all members (including Strong‑Treister) met independence standards; at least 75% attendance overall |
| Governance & Nominating | Member | 4 | Independent membership; Strong‑Treister listed on Committee report |
Fixed Compensation
| Component (Director) | Amount (2024) |
|---|---|
| Fees Earned or Paid in Cash | $53,750 |
| Total Director Compensation (Cash + Equity) | $85,696 |
Director fee schedule (non‑employee directors): Annual cash retainer $33,500; Board meeting fee $1,200 per meeting; Committee meeting fee $750 per meeting; per diem educational fee $1,200; Board Chair additional $55,000; committee chair fees: Audit $10,000; Compensation $5,000; Governance $5,000 .
Performance Compensation
| Equity Component | Grant detail | 2024 Value |
|---|---|---|
| Annual equity retainer (stock award) | Granted Feb 28, 2024; 321 shares to each non‑employee director at $99.52/share; pro‑rated by months of service as applicable | $31,946 (Strong‑Treister) |
- Director equity awards are time‑based stock awards; no performance metrics (TSR/ROA triggers) disclosed for directors. The company does not grant options to directors currently .
- Insider trading policy in place; pledging and hedging of Company securities prohibited for directors .
- Clawback provisions described apply to executives; no director‑specific clawback disclosed .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No other public company boards disclosed for Strong‑Treister |
Expertise & Qualifications
- Multi‑decade operating leadership in staffing/services; significant employer across multiple divisions—administrative, industrial, professional, healthcare .
- Regional economic and workforce policy participation (Federal Reserve Richmond Roundtable; WV Workforce Investment Board) .
- Community leadership and boardroom experience across civic and educational institutions .
- Recognized business leader (WVU Hall of Fame 2024; YMCA Spirit of the Valley 2024; prior honors) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 4,645 |
| Shares subject to right to acquire within 60 days | None (“–” in table) |
| Shares pledged as collateral | None (“–” in table) |
| Shares outstanding (as of record date) | 14,715,305 |
| Ownership as % of shares outstanding | 0.0316% (4,645 ÷ 14,715,305) |
| Director ownership guideline | 2,500 shares within six years (revised Feb 2025); all directors in compliance |
| Compliance status (Strong‑Treister) | Meets guideline (owns 4,645 shares) |
Governance Assessment
- Board effectiveness and independence: Strong‑Treister is independent; active on Audit and Governance Committees; Audit and Governance committees comprised entirely of independent directors; robust executive sessions (9 in 2024) strengthen oversight .
- Engagement: Board met 10 times; Audit (7) and Governance (4) meetings; directors met attendance expectations; all directors attended 2024 annual meeting—signals engagement .
- Alignment: Holds 4,645 shares and meets director ownership guideline (≥2,500 shares); annual equity retainer in stock enhances alignment; pledging/hedging prohibited; no Section 16(a) delinquencies in 2024 .
- Compensation structure: Mix of cash retainer/meeting fees plus annual stock award ($31,946 in 2024); no performance‑conditioned pay for directors (reduces short‑term risk incentives); committee chair fees paid only to chairs (not applicable to Strong‑Treister) .
- Potential conflicts: Strong‑Treister is an owner/operator of a staffing firm (Manpower). The Company discloses that any related‑party transactions ≥$120,000 require Board review and approval; banking transactions with directors/families occur at market terms and normal risk. No specific related‑party transactions disclosed for Strong‑Treister; no shares pledged—low direct conflict indicators .
- Shareholder signals: 2024 say‑on‑pay support was 95.7%—positive sentiment toward pay practices and oversight; Audit firm independence affirmed by the Audit Committee .
RED FLAGS: None apparent in proxy disclosures specific to Strong‑Treister. No pledging/hedging; independence affirmed; attendance thresholds met; no disclosed related‑party transactions. Monitor for any vendor relationships between Manpower and CHCO that could trigger related‑party review if material—Company policy requires Board approval for such transactions .