Gregory Burton
About Gregory A. Burton
Gregory A. Burton, 65, has served on City Holding Company’s Board since July 2021. He helped start BrickStreet Mutual Insurance in 2006, served as CEO until 2017, and later retired as Executive Chairman of Encova Mutual Insurance Group on December 31, 2021; he served on Encova’s board in a non‑executive capacity until September 2022. The Governance Committee nominated him based on experience in city and state government and in banking, financial, and insurance industries; he owns 1,947 shares of CHCO common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrickStreet Mutual Insurance | Chief Executive Officer | 2006–2017 | Co‑founder; insurance operations leadership |
| Encova Mutual Insurance Group | Executive Chairman (retired) | Apr 2017–Dec 31, 2021 | Oversight post‑merger of BrickStreet/Motorists; retired Dec 31, 2021 |
| Encova Mutual Insurance Group | Director (non‑executive) | Jan 2022–Sep 2022 | Continued board service; retired Sep 2022 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Charleston | Trustee/Board member | Not disclosed | Vitality and Executive Committees |
| JF Allen Company (private) | Board member | Not disclosed | Privately‑held company board service |
| Public company boards | — | — | None disclosed for Mr. Burton |
Board Governance
- Independence: The Board determined Burton is independent under Nasdaq standards; no material relationships for members of Compensation, Governance, or Audit Committees .
- Attendance and engagement:
- Board met 10 times in 2024; all directors except Mr. Hylton attended at least 75% of Board and committee meetings in 2024 (Burton met ≥75%) .
- Independent directors met in executive session nine times in 2024; C. Dallas Kayser served as independent Chairman .
- All directors attended the Annual Meeting on April 24, 2024 .
| Committee | 2024 Membership | Chair | Meetings in 2024 |
|---|---|---|---|
| Compensation Committee | Member (Burton) | William H. File III | 2 |
| Trust Committee | Member (Burton) | William H. File III | 2 |
| Executive Committee | Not a member | Chair: C. Dallas Kayser | 0 |
| Audit Committee | Not a member | Chair: James L. Rossi | 7 |
| Governance & Nominating | Not a member | Chair: Robert D. Fisher | 4 |
The Compensation Committee is composed entirely of independent directors and may retain independent consultants; in 2024 it engaged McLagan (Aon) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $48,500 | Includes annual cash retainer and meeting fees per policy |
| Stock Awards (fair value) | $31,946 | Annual equity retainer; company awarded $32,000 of common stock (321 shares) on Feb 28, 2024 at $99.52 per share |
| Total | $80,446 | Sum of cash and stock awards |
| Director Fee Schedule (2024) | Amount |
|---|---|
| Annual Cash Retainer | $33,500 |
| Annual Equity Retainer | $32,000 (321 shares on 2/28/2024 at $99.52) |
| Each Board Meeting | $1,200 |
| Each Committee Meeting | $750 |
| Per Diem Educational Fee | $1,200 |
| Committee Chair Fees – Audit | $10,000 (not applicable to Burton) |
| Committee Chair Fees – Compensation | $5,000 (not applicable to Burton) |
| Committee Chair Fees – Governance & Nominating | $5,000 (not applicable to Burton) |
| Board Chairman | $55,000 (not applicable to Burton) |
Performance Compensation
| Item | Status | Details |
|---|---|---|
| Stock Options | Not granted | Company does not currently grant stock options or option‑like instruments |
| Performance‑based Equity (PSUs/TSR/financial metrics) | Not disclosed for directors | Annual equity retainer is delivered in common stock; no director performance metrics disclosed |
| Clawbacks (director compensation) | Not disclosed | Executive officer clawback policy exists; director‑specific clawbacks not specified |
CHCO’s director pay mix is primarily fixed cash plus time‑based equity; no options and no disclosed performance metrics for directors .
Other Directorships & Interlocks
| Category | Entity | Potential Interlock/Conflict |
|---|---|---|
| Public company boards | None disclosed for Burton | No public company interlocks disclosed |
| Private/Non‑profit boards | University of Charleston; JF Allen Company | No related‑party transactions disclosed; Board affirms committee member independence |
Expertise & Qualifications
- Long‑tenured insurance executive and board leader (BrickStreet CEO; Encova Executive Chairman), relevant to risk oversight and financial services .
- Governance Committee nomination based on government, banking, financial and insurance experience; current trust oversight exposure via Trust Committee .
- Independent status affirmed; participates on Compensation Committee overseeing pay philosophy and consultant engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 1,947 |
| Options/Right to Acquire (within 60 days) | 0 |
| Ownership as % of Outstanding | <1% (asterisk per proxy) |
| Shares Pledged as Collateral | 0 (none indicated) |
| Stock Ownership Guidelines (Directors) | Requirement | Compliance |
|---|---|---|
| Minimum Holding | 2,500 shares within six years of becoming a director; at least 500 shares within one year for new directors | |
| Policy on Pledging/Hedging | Pledging and hedging of Company securities prohibited for directors | |
| Compliance Status | All directors determined in compliance as of proxy date |
Governance Assessment
- Alignment: Burton’s pay mix balances cash ($48,500) and equity ($31,946) with an annual common stock grant, plus strict anti‑pledging/hedging and ownership guidelines—supportive of long‑term alignment .
- Independence & conflicts: Board affirms Burton’s independence; no material relationships for Compensation Committee members; no related‑party transactions or pledged shares disclosed—no identified conflict signals .
- Committee effectiveness: Service on Compensation and Trust Committees; Compensation met 2 times and Trust met 2 times in 2024, supported by an external consultant (McLagan/Aon) for compensation—indicates formal processes but relatively low meeting cadence typical for smaller banks .
- Attendance & engagement: At least 75% attendance across Board and committees for 2024; participation in a Board with regular independent executive sessions (nine in 2024) and full Annual Meeting attendance—positive engagement signal .
- RED FLAGS: None disclosed specific to Burton. No pledging, hedging, or related‑party transactions; company does not grant director options; director stock ownership requirement in place with stated compliance .