Javier Reyes
About Javier Reyes
Javier A. Reyes (age 50 as of April 30, 2025) has served as an independent director of City Holding Company (CHCO) since August 2021. He holds a bachelor’s degree in economics from Instituto Tecnológico y de Estudios Superiores de Monterrey and a Ph.D. in economics from Texas A&M University. Reyes is Chancellor of the University of Massachusetts Amherst (since July 1, 2023) and brings academic leadership and investment banking experience as well as service as a visiting scholar to international institutions (IMF, EBRD). He currently serves on the board of Miller Industries, Inc. (NYSE: MLR) and owns 1,145 CHCO shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Massachusetts Amherst | Chancellor | Jul 1, 2023 – present | Institutional leadership; strategic oversight |
| University of Illinois Chicago | Provost & Vice Chancellor for Academic Affairs; Interim Chancellor | Aug 2021 – Jun 2023; Interim Chancellor beginning Jul 2022 | Academic administration; operational leadership |
| West Virginia University | Milan Puskar Dean, John Chambers College of Business & Economics; Vice President, Start-up West Virginia | 2016 – Jul 2021; VP Nov 2018 – Jul 2021 | College leadership; entrepreneurship initiatives |
| International Institutions (IMF, EBRD) | Invited academic scholar | Not stated | Policy and economic scholarship |
| National Science Foundation | Grant reviewer | Not stated | Research evaluation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miller Industries, Inc. (NYSE: MLR) | Director | Current | Board oversight |
| Field Museum (Chicago) | Ex-Officio Trustee | Current | Non-profit governance |
| Association for Latino Professionals for America (ALPFA) | National Board Director | Prior | Professional advocacy |
| University Professional and Continuing Education Association | National Board Director | Prior | Higher ed professional organization |
Board Governance
- Independence: Reyes is affirmatively determined independent under Nasdaq rules; CHCO’s Board listed twelve of thirteen directors as independent, including Reyes.
- Committee assignments: Compensation Committee member; no chair role.
- Meeting attendance: In 2024, all directors except one (Hylton) attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting (April 24, 2024).
- Board activity: Board met ten times in 2024; independent directors met in executive session nine times; Compensation Committee met twice.
- Governance policies: Codes of Conduct (Board and employees) are in place; committee charters available; robust oversight of risk and internal audit; prohibitions on pledging/hedging of Company securities by directors and executives.
Fixed Compensation
| Component | Structure (2024) | Amount (Reyes 2024) |
|---|---|---|
| Annual Cash Retainer | $33,500 (paid quarterly) | $46,250 (includes meeting fees) |
| Board Meeting Fee | $1,200 per Board meeting attended | Included in cash total |
| Committee Meeting Fee | $750 per committee meeting attended | Included in cash total |
| Equity Retainer | $32,000 director stock award (pro-rated) | $31,946 (grant-date fair value) |
| Chair Fees | Audit $10,000; Compensation $5,000; Governance $5,000 | Not applicable (not a chair) |
Notes:
- On February 28, 2024, CHCO awarded the equivalent of $32,000 in common stock (e.g., 321 shares) to each non-employee director, pro-rated by months of service; grant date price $99.52 per share.
Performance Compensation
| Metric | Tied to Director Compensation? | Details |
|---|---|---|
| Performance-based cash/equity metrics | No | Director compensation consists of cash retainers/meeting fees and an annual equity retainer; no performance metrics disclosed. |
| Options to directors | No current grants | Company does not currently grant options; annual equity retainer is stock awards. |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts with CHCO |
|---|---|---|
| Miller Industries, Inc. (NYSE: MLR) | Director | None disclosed; Compensation Committee members (including Reyes) had no relationships requiring disclosure under SEC regulations in 2024. |
Expertise & Qualifications
- Economics Ph.D.; investment banking experience; visiting scholar work at IMF and EBRD reflects macro/financial expertise relevant to bank oversight.
- Senior academic leadership (Chancellor; Provost; Dean) indicating organizational governance and strategy skills.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,145 | As of March 24, 2025 |
| Ownership % of outstanding | <1% | As noted in beneficial ownership table (*) |
| Shares pledged as collateral | None | No pledged shares shown; pledging prohibited by policy. |
| Director stock ownership guidelines | 2,500 shares within six years; 500 shares within one year for new directors | Revised February 2025; all directors in compliance as of proxy date. |
Governance Assessment
- Strengths: Independent status; active committee role on Compensation; attendance ≥75% threshold; participation in executive sessions of independent directors; robust governance infrastructure (codes, charters, risk oversight; no pledging/hedging).
- Compensation alignment: Director pay is a mix of cash and annual stock awards, with standardized retainers and meeting fees; no performance-based pay that could skew incentives.
- Ownership alignment: Reyes holds 1,145 shares and is considered compliant with the revised director ownership guidelines timeline; ultimate target is 2,500 shares within six years.
- Conflicts/related-party exposure: No related-party transactions or Compensation Committee interlocks requiring disclosure; formal policy requires Board review/approval of any related party transactions ≥$120,000.
- Engagement signals: All directors attended the 2024 annual meeting; say-on-pay support was 95.7% in 2024, indicating broad shareholder acceptance of compensation practices.
RED FLAGS: None disclosed for Reyes (no pledging/hedging, no related-party transactions, no delinquent Section 16 filings).