James Rossi
About James L. Rossi
Independent director (age 70) serving on City Holding Company’s board since 2001; licensed CPA with a Bachelor’s degree from West Virginia University. He is the Audit Committee Chair and designated an “audit committee financial expert,” reflecting deep accounting expertise and long-tenured bank-board experience in City’s footprint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James Rossi, CPA | Owner, public accounting practice | Sep 1978 – Jul 2008 | Led an independent accounting firm |
| Valtronics, Inc. | Chief Financial Officer | Jul 2008 – May 2013 | Manufacturer-serving CFO experience |
| The Peoples National Bank | Director | 1997 onward (historic) | Joined bank board pre-merger |
| City National Bank of West Virginia | Director | 1999 onward (historic) | Local-market governance exposure |
| City Holding Company | Director | 2001 – Present | Long-tenured independent director |
| Pleasant Valley Hospital | Finance & Audit Chair (prior) | Through Oct 2022 | Hospital finance/audit leadership (prior) |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Fruth Pharmacy (private) | Director | Current | Multi-state retail pharmacy board role |
| Flesher, LLC | Member | Current | Real estate leasing & development |
| Mason County Development Authority | President | Current | Local economic development leadership |
| Mason County Homeless Shelter | Advisory Board | Prior/ongoing | Community involvement (stated in 2024) |
Board Governance
- Independence: Board deems Rossi independent under Nasdaq rules; no material relationships impacting independence .
- Committee assignments: Executive Committee (member); Audit Committee (Chair and “audit committee financial expert”); not on Governance, Compensation, or Trust Committees .
- 2024 meeting cadence: Board met 10 times; Audit 7; Governance 4; Compensation 2; Trust 2; independent directors met in executive session 9 times .
- Attendance: All directors (except one due to medical issues) attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the April 24, 2024 annual meeting .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 58,800 | 31,978 | 90,778 |
| 2024 | 60,000 | 31,946 | 91,946 |
- Standard director fee schedule: Board meeting $1,200; committee meeting $750; annual cash retainer $33,500; annual equity retainer $32,000; Audit Chair fee $10,000; Board Chair $55,000 .
- Director equity retainer mechanics: 2024 award of 321 shares at $99.52/share on Feb 28, 2024 (prorated by months of service) .
Performance Compensation
| Compensation Metric | Used in Director Pay? | Source |
|---|---|---|
| ROATCE / ROAA / TSR | Not used for directors (director pay is cash/equity retainers and meeting/chair fees) | Director compensation structure lists fixed retainers and equity awards; no performance metrics disclosed for directors |
City’s performance metrics (ROATCE/ROAA/TSR) apply to executive incentive plans, not to non-employee director pay .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Fruth Pharmacy | Private | Director | Could be a customer of City National Bank; Company applies related-party transaction review threshold at ≥$120k . No specific related-party transactions disclosed. |
| Flesher, LLC | Private | Member | Real estate activities could involve banking services; Board pre-approves qualifying related-party transactions and enforces Regulation O procedures . |
Expertise & Qualifications
- Licensed CPA; extensive accounting and audit background; designated “audit committee financial expert” by the Board .
- Decades of bank board service across Peoples National Bank, City National Bank, and City Holding Company .
- Local market knowledge and leadership through Mason County development roles; experience as CFO in manufacturing and director in retail pharmacy .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Options (exercisable within 60 days) | Shares Pledged as Collateral | % of Shares Outstanding |
|---|---|---|---|---|
| Mar 21, 2024 | 19,233 | – | 0 | ~0.13% (19,233 / 14,861,214) |
| Mar 24, 2025 | 18,233 | – | 0 | ~0.12% (18,233 / 14,715,305) |
- Director stock ownership guidelines: Minimum 2,500 shares within six years; all directors in compliance as of the proxy date (guideline updated Feb 2025) .
- Pledging/hedging restrictions: Directors prohibited from pledging Company stock or engaging in hedging transactions .
Governance Assessment
- Board effectiveness: Rossi’s audit leadership and CPA designation strengthen financial oversight; Board schedules regular executive sessions and robust risk reporting across credit, liquidity, information security, and ERM .
- Independence & alignment: Independent director with no material related-party relationships disclosed; adheres to ownership guidelines; no pledging; beneficial ownership ~0.12% supports alignment albeit below 1% .
- Attendance & engagement: Met ≥75% attendance thresholds in 2024, and attended annual meeting—consistent engagement on Board and committee obligations .
- Compensation structure: Director pay is balanced between cash retainers/meeting fees and annual equity grants; Audit Chair fee compensates oversight intensity; year-over-year cash increased modestly; equity retainer stable .
- Conflicts/related-party risk: External roles in local entities (private company board, real estate LLC) present potential counterparty relationships typical for community banking; City enforces Regulation O and Board pre-approval processes; no specific related-party transactions reported .
- Shareholder signals: Strong say‑on‑pay support (95.7% in 2024; 95.4% in 2023) reflects broader governance confidence and compensation discipline at the Company level .
- RED FLAGS: None disclosed—no Section 16(a) delinquencies, no stock pledging/hedging, no repricing/modification of equity awards for directors, and no identified related-party transactions involving Rossi .
Insider Trading & Section 16 Compliance
| Item | Status | Source |
|---|---|---|
| Delinquent Section 16(a) Reports | None in FY2024 (Company believes all filing requirements were met) |