Jeffrey Legge
Executive Vice President, Chief Administrative Officer and Chief Information Officer at CITY HOLDING
Executive
About Jeffrey Legge
Jeffrey D. Legge, age 61, is Executive Vice President, Chief Administrative Officer and Chief Information Officer of City Holding Company and City National Bank, serving in this role since October 2019; previously Senior Vice President from December 2005 to September 2019 . In 2024, CHCO delivered net income of $117.1 million, ROAA of 1.85%, and ROATCE of 21.2%; cumulative TSR rose to $168.04 on a $100 base, outperforming a peer benchmark at $132.71, underscoring strong pay-for-performance linkages for executives whose cash incentives are tied to relative ROATCE and whose PSUs vest on 3-year ROA and TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City Holding Company / City National Bank | Senior Vice President | Dec 2005 – Sep 2019 | — |
| City Holding Company / City National Bank | EVP, Chief Administrative Officer & Chief Information Officer | Oct 2019 – Present | — |
External Roles
No external board roles or public company directorships disclosed for Mr. Legge in CHCO’s proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $290,000 | $297,500 | $297,500 |
| All Other Compensation ($) | $11,677 | $12,717 | $14,674 |
Notes:
- “All Other Compensation” comprises 401(k) matching contributions and group term life insurance premiums .
- CHCO does not emphasize defined benefit pension plans or SERPs in its executive pay program .
Performance Compensation
Annual Cash Incentive (2024)
| Item | Detail |
|---|---|
| Metric and weighting | 100% ROATCE vs peer group |
| ROATCE result | 21.2% adjusted ROATCE, 100th percentile vs peer group |
| Target bonus (% of salary) | 35% |
| Maximum bonus (% of salary) | 70% |
| Actual payout | 70% of salary; $208,250 |
Long-Term Incentives (granted Feb 28, 2024)
| Component | Grant | Vesting | Performance Calibration |
|---|---|---|---|
| RSUs (#) | 419 | 33.33% at 1, 2, 3 years; then 2-year holding period | N/A |
| PSUs (target #) | 628 | Cliff vest at 3 years | ROA vs peer: 0% at ≤25th pct, 100% at 50th pct, 200% at 100th pct; TSR modifier 75% at ≤25th pct, 100% at 50th pct, 125% at ≥75th pct; combined PSU payout can range 0–250% of target |
Grants of Plan-Based Awards (Feb 28, 2024)
| Metric | Threshold ($) | Target ($) | Maximum ($) | Stock/Units Granted (#) | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| Non-Equity Incentive | none | 104,125 | 208,250 | — | — |
| Equity (RSUs+PSUs) | — | — | — | 1,047 | 104,197 |
Equity Ownership & Alignment
Beneficial Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 18,119 |
| Options exercisable within 60 days | 512 |
| Aggregate % owned | Less than 1% (per proxy) |
| Shares pledged as collateral | None indicated (column shows “–”) |
Stock Ownership Policy and Restrictions
- Executive stock ownership guideline: 1x base salary for non-CEO NEOs; all NEOs in compliance as of Dec 31, 2024 .
- Pledging and hedging prohibited for directors and executive officers .
Outstanding Equity Awards (as of Dec 31, 2024)
Options:
- 512 options exercisable, strike $66.32, expiration Feb 22, 2027 .
Unvested stock/units by vest date and market value:
| Vesting Date | Unvested Units (#) | Market Value ($) |
|---|---|---|
| Feb 22, 2025 | 136 | 16,113 |
| Feb 23, 2025 | 164 | 19,431 |
| Feb 23, 2025 (PSU target) | 740 | 87,675 |
| Feb 28, 2025 | 140 | 16,587 |
| Feb 22, 2026 | 136 | 16,113 |
| Feb 22, 2026 (PSU target) | 611 | 72,391 |
| Feb 28, 2026 | 140 | 16,587 |
| Feb 28, 2027 | 139 | 16,469 |
| Feb 28, 2027 (PSU target) | 628 | 74,405 |
Option value and exercisability in post-termination:
- In-the-money option value referenced at $26,706 in termination scenarios; options are exercisable for 90 days following certain termination events (voluntary, without cause, death or disability) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Agreement | Executed May 4, 2022; double-trigger eligibility to voluntarily terminate for “Good Reason” within 24 months of a change in control and receive benefits . |
| Cash severance | $505,750 (two years of compensation) payable as lump sum or over 24 months . |
| Health insurance continuation | 24 months; estimated value $25,283 . |
| Equity vesting on CoC | 2,834 restricted shares become 100% vested; estimated value $335,772 at $118.48 closing price on Dec 31, 2024 . |
| Options treatment | Vested options in-the-money remain exercisable for 90 days after termination in specified scenarios . |
| Non-compete / non-solicit | Two years post-termination following change-in-control . |
| Clawback | SOX 304 clawback for CEO/CFO; Company clawback policy (2014) covering current/former executive officers for incentive compensation upon accounting restatement (non-principle change); Compensation Committee may cancel outstanding performance-based awards . |
Investment Implications
- Strong pay-for-performance alignment: 2024 ROATCE at 21.2% and 100th percentile delivered a 200% of target cash bonus outcome for executives; Legge’s weighting is 100% ROATCE, with actual payout at 70% of salary ($208,250) . PSU design further aligns with 3-year ROA and TSR vs peers, with 0–250% payout potential based on relative performance .
- Near-term selling pressure risk appears modest: upcoming RSU/PSU vesting dates across 2025–2027 and one legacy in-the-money option expiring in 2027 create periodic settlement windows, but beneficial ownership is small (<1%) and pledging is prohibited, limiting forced-selling dynamics .
- Retention economics are balanced: a standard double-trigger CoC package with two years’ cash severance ($505,750), 24 months health coverage, and non-compete/non-solicit covenants suggests typical regional bank protections—adequate retention value without excessive golden parachute features; no excise tax gross-up is disclosed for Legge .
- Governance safeguards: ownership guidelines in compliance, hedging/pledging ban, and clawback policy reduce alignment risk and mitigate adverse incentive outcomes .
- Company performance context: strong net income, ROAA/ROATCE, and TSR outperformance in 2024 support the incentive payouts and reinforce the thesis that Legge’s compensation structure is levered to shareholder value creation through profitability and capital efficiency metrics .