James Parsons
About James M. Parsons
James M. Parsons (age 68 as of April 30, 2025) is an independent Class III director of City Holding Company (CHCO), appointed January 31, 2024; he serves on the Audit Committee and is designated an “audit committee financial expert.” He holds a B.S.B.A. in accounting from West Virginia University, is a certified public accountant (former member of the Kentucky and American Institutes of CPAs), and previously served as CFO of Ball Homes, LLC (2005–Dec 31, 2023) and as Audit Committee Chair at Limestone Bancorp, Inc. (NASDAQ: LMST) until its Sept 2023 acquisition. He beneficially owns 500 CHCO shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Homes, LLC (private) | Chief Financial Officer | Aug 2005 – Dec 31, 2023 | Senior finance leader at residential developer operating in KY and TN |
| Private family trust | Co‑trustee | Jan 2024 – present | Portfolio of rental real estate properties |
| Limestone Bancorp, Inc. (LMST) and Limestone Bank | Director; Audit Committee Chair | Apr 2015 – Sept 2023 (acquired) | Led audit oversight until acquisition by Peoples Bancorp (PEBO) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City National Bank of West Virginia (CHCO affiliate) | Director | Effective Jan 31, 2024 | Elected to affiliate bank board concurrent with CHCO appointment |
| Limestone Bancorp, Inc. (LMST) | Director; Audit Chair | Apr 2015 – Sept 2023 | Public company directorship (ended upon acquisition) |
Board Governance
- Independence: The board determined Mr. Parsons is independent under Nasdaq rules; he is also deemed an “audit committee financial expert.”
- Committee assignments (2024): Audit Committee member (not chair).
- Executive sessions: Independent directors met nine times in 2024.
- Attendance: All directors other than Mr. Hylton attended at least 75% of board and committee meetings in 2024, indicating Mr. Parsons met or exceeded the 75% attendance threshold.
- Board leadership: The Chairman is independent (C. Dallas Kayser); roles of CEO and Chair are separated.
| Committee | Role (Parsons) | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member; audit committee financial expert | 7 | Independent, oversees financial reporting, internal audit, and external auditor; Audit Committee members (including Parsons) deemed independent |
| Compensation | None | 2 | N/A |
| Governance & Nominating | None | 4 | N/A |
| Executive | None | 0 | N/A |
| Trust | None | 2 | N/A |
Fixed Compensation
| Element | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $33,500 | Paid quarterly |
| Board meeting fee | $1,200 per meeting | Applies to board meetings attended |
| Committee meeting fee | $750 per meeting | Applies to each committee meeting attended |
| Per diem educational fee | $1,200 | As applicable |
| Chair retainers | Board Chair $55,000; Audit $10,000; Compensation $5,000; Governance $5,000 | Parsons is not a chair |
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| James M. Parsons | 48,800 | — | 48,800 |
Context: The annual equity retainer is paid as a director stock award (pro‑rated by months of service), generally awarded in February for the prior year’s service; on Feb 28, 2024, $32,000 (321 shares) was granted to non‑employee directors based on prior year service, which did not apply to Mr. Parsons given his January 2024 start.
Performance Compensation
- Directors do not receive performance-based cash bonuses; CHCO does not currently grant stock options, SARs, or option-like instruments.
| Performance Metric | Applies to Directors? | Evidence/Notes |
|---|---|---|
| Bonus tied to financial/ESG metrics | No | Not part of director program |
| Options/PSUs performance vesting | No | Company does not currently grant options; director equity is retainer stock awards, not performance PSUs |
Other Directorships & Interlocks
| Company | Ticker | Role | Timeframe | Potential Interlock/Conflict |
|---|---|---|---|---|
| Limestone Bancorp, Inc. | LMST | Director; Audit Chair | Apr 2015 – Sept 2023 | Former role concluded before CHCO appointment; LMST acquired by Peoples Bancorp (PEBO) Sept 2023 |
| City National Bank of West Virginia (affiliate) | — | Director | Jan 31, 2024 – present | Affiliate bank board (internal to CHCO) |
No other public company directorships for Mr. Parsons are disclosed in the CHCO proxy.
Expertise & Qualifications
- Financial and accounting expertise; CPA; designated “audit committee financial expert.”
- Real estate development and finance experience as CFO of Ball Homes, LLC.
- Governance and audit oversight experience as Audit Committee Chair at LMST.
- Education: B.S.B.A. in accounting, West Virginia University.
Equity Ownership
| Holder | Shares Beneficially Owned | Options/RSUs within 60 days | % of Outstanding | Shares Pledged |
|---|---|---|---|---|
| James M. Parsons | 500 | — | <1% | None disclosed (pledged column blank) |
- Director stock ownership guidelines (revised Feb 2025): Each director must own and maintain at least 2,500 CHCO shares within six years; new directors must acquire at least 500 shares within one year; all directors were in compliance as of the proxy date, and Mr. Parsons had 500 shares as of March 24, 2025.
- Pledging/hedging: Directors and executive officers are prohibited from pledging or hedging CHCO securities.
Related-Party / Conflicts Review
- CHCO reports that related-party banking transactions with directors are conducted on market terms and subject to approval and oversight per Regulation O and internal policy; directors abstain from conflicts.
- The proxy discloses a board-level review requirement for any related-party transaction ≥$120,000; no Parsons-specific related-party transactions are disclosed.
Say‑on‑Pay / Shareholder Signals (context)
- 2024 say‑on‑pay approval received 95.7% support, signaling favorable investor sentiment on pay practices.
Governance Assessment
- Strengths: Independent director with deep audit/CPA credentials; designated audit committee financial expert; serves on Audit Committee; attendance at/above 75% threshold; no pledged shares; prohibitions on hedging/pledging; no related‑party transactions disclosed.
- Alignment: Ownership guidelines require 2,500 shares within six years; Mr. Parsons held 500 shares in 2025, meeting the initial one‑year minimum and on path to the six‑year target.
- Watch items: 2024 compensation was 100% cash due to timing of appointment (no equity retainer for prior‑year service), so monitoring future equity retainer grants will help assess ongoing alignment.