James Hoyer
About James A. Hoyer
James A. Hoyer, 63, is an independent Class II director of City Holding Company appointed in July 2024; he is standing for election at the April 30, 2025 annual meeting with a term to expire in 2028 . He holds a B.A. from the University of Charleston, an M.S. in Management and Public Administration (West Virginia Graduate College), an M.A. in Strategic Studies (U.S. Army War College), and a Certificate in Identity Management (Naval Postgraduate School) . Hoyer served as The Adjutant General of West Virginia (2011–2021), leading the state’s Joint Interagency Task Force through major emergencies including the 2016 flood and the COVID pandemic; he currently serves as Vice President for Economic Innovation at West Virginia University (WVU) and as Senior Advisor for the Civil Military Innovation Institute . The Board has affirmed his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of West Virginia | The Adjutant General (Major General, retired) | 2011–2021 | Commanded WV Army and Air National Guard; led Joint Interagency Task Force through 2016 flood and COVID response |
| State Joint Operations | Incident Response Leader | Various within 2011–2021 | Oversight of emergency response and security events |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Virginia University | Vice President for Economic Innovation | 2021–present | Economic development and innovation leadership |
| Civil Military Innovation Institute | Senior Advisor | Current | Advisory on civil-military innovation |
| Fidelis New Energy LLC | Board of Advisors member | Current | Advisory role |
| City National Bank of West Virginia (subsidiary) | Director | Appointed July 31, 2024 | Subsidiary bank board service |
Board Governance
- Independence: The Board determined Hoyer (and all current committee members) meet Nasdaq independence standards; the CEO is the only non-independent director .
- Committee assignments: As of the 2025 proxy, Hoyer has not been appointed to any Board committees , and the committee composition matrix shows no committee roles for him in 2024 .
- Board structure: Independent Chairman (C. Dallas Kayser) separates CEO and Chair roles; independent directors held nine executive sessions in 2024 .
- Meetings: Full Board met 10 times in 2024; committee meetings held: Audit (7), Governance (4), Compensation (2), Trust (2) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $22,750 | Hoyer appointed July 2024; pro-rated cash fees only |
| Stock Awards (2024) | $0 | No director stock award recorded for Hoyer in 2024 |
| Total (2024) | $22,750 | Sum of cash and equity for 2024 |
| Standard Director Fee Schedule (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $33,500 | Paid quarterly |
| Annual Equity Retainer | $32,000 | Paid as stock award; 321 shares granted on Feb 28, 2024 at $99.52 to non-employee directors, pro-rated for service months |
| Board Meeting Fee | $1,200 per meeting | — |
| Committee Meeting Fee | $750 per meeting | — |
| Per Diem Educational Fee | $1,200 | — |
| Chairman of the Board | $55,000 | Incremental |
| Committee Chair – Audit | $10,000 | Incremental |
| Committee Chair – Compensation | $5,000 | Incremental |
| Committee Chair – Governance | $5,000 | Incremental |
Performance Compensation
| Item | Details |
|---|---|
| Performance Metrics Tied to Director Compensation | None disclosed; director equity is an annual stock award (time-based), not performance-conditioned . The company does not currently grant stock options; equity awards timing and pricing policies apply primarily to executive LTI plans . |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| City National Bank of West Virginia | Bank subsidiary | Director | Internal subsidiary; typical alignment, not a third-party interlock |
| Fidelis New Energy LLC | Private company | Board of Advisors | Advisory only; no related-party transaction disclosed |
| Public company boards | — | None disclosed | No other public company directorships cited |
Expertise & Qualifications
- Advanced leadership and risk management credentials; Strategic Studies (U.S. Army War College) and identity management training (Naval Postgraduate School) .
- Emergency management track record overseeing multi-agency crisis response in West Virginia .
- Economic development and innovation leadership at WVU .
- Board Chair commentary emphasizes his “extensive leadership” and “risk management experience” complementing Board expertise .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Beneficially Owned Shares | 100 | As of March 24, 2025 |
| Shares Outstanding | 14,715,305 | As of March 17, 2025 (ex-treasury) |
| Ownership % of Outstanding | ~0.0007% | Calculated from 100 / 14,715,305 using disclosed figures |
| Shares Pledged as Collateral | None | Column shows no pledged shares for Hoyer |
| Director Ownership Guidelines | 2,500 shares within six years; new directors must acquire at least 500 shares within one year of joining the Board | Revised Feb 2025; all directors determined in compliance as of proxy date |
| Hedging/Pledging Policies | Hedging and pledging prohibited for directors and executive officers | Insider trading policy and restrictions |
Governance Assessment
- Strengths: Independent status; deep risk management and crisis leadership experience; economic innovation background aligns with regional development mandate; no disclosed related-party arrangements tied to his appointment; director hedging/pledging prohibited supporting alignment .
- Engagement: New director with no committee assignments as of the proxy—common during initial integration; future committee placement will be key for influence on audit/compensation/governance topics .
- Ownership alignment: Owns 100 shares as of March 24, 2025; subject to director ownership guidelines (minimum 500 shares within one year of joining and 2,500 shares within six years). The Board states all directors are in compliance with guidelines as of the proxy; monitor share accumulation through July 2025 and beyond .
- Conflicts: 8-K states no arrangements or understandings for his appointment; general related-party policy requires Board approval for transactions ≥$120,000, with bank-insider lending on market terms and subject to Regulation O. No Hoyer-specific related-party transactions disclosed—low conflict signal currently .
RED FLAGS to monitor: short-term lack of committee roles limits immediate oversight impact ; track compliance with 500-share one-year threshold by July 2025 and progression toward 2,500-share guideline by 2030 .