Michael Quinlan Jr.
About Michael Quinlan Jr.
Michael T. Quinlan, Jr. is Executive Vice President, Retail Banking at City Holding Company (City National Bank) and has served in this role since January 2021; he previously served as Senior Vice President of Retail Banking since 2001 . He is 56 years old as of April 30, 2025 . Company performance context during his recent tenure includes net income of $117.1 million in 2024, ROAA of 1.85%, and ROATCE of 21.2% , with cumulative value of a $100 investment in CHCO reaching $168.04 by 2024 (Pay vs Performance TSR series) . For 2024, his cash incentive plan was split 50% on company ROATCE and 50% on retail divisional performance; retail growth achieved ~105% of target, while company ROATCE ranked at the 100th percentile versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City Holding Company / City National Bank | EVP, Retail Banking | Since Jan 2021 | Led retail goals; 2024 retail categories achieved ~105% of targeted growth, supporting above-target cash incentive payout . |
| City National Bank of West Virginia | SVP, Retail Banking | Since 2001 | Long-standing retail leadership foundation preceding elevation to EVP . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in the 2025 proxy | — | — | The DEF 14A lists executive officer roles and business experience, but does not disclose external public company directorships for Mr. Quinlan in this filing . |
Fixed Compensation
Base salary progression
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $335,000 | $385,000 | $400,000 |
Summary compensation (Michael T. Quinlan, Jr.)
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $335,000 | $385,000 | $400,000 |
| Stock Awards (grant-date fair value) | $99,707 | $150,625 | $173,264 |
| Option Awards | — | — | — |
| Non-Equity Incentive Plan Compensation (Annual Cash Bonus) | $184,987 | $266,233 | $274,500 |
| All Other Compensation | $10,583 | $13,620 | $14,176 |
| Total | $630,277 | $815,478 | $861,940 |
- All Other Compensation consists of 401(k) company match and group term life insurance premiums .
Performance Compensation
2024 annual cash incentive plan design and outcome (for Quinlan)
| Metric | Weighting | Target (as % of salary) | Actual Result | Payout (% of salary) | Payout ($) |
|---|---|---|---|---|---|
| Company ROATCE (relative vs peer group) | 50% | 22.5% (half of 45% total target) | ROATCE 21.2%; 100th percentile vs peers | Component paid at plan max (200% of target) | Included in combined 69% total |
| Retail divisional performance (consumer loans/deposit relationships) | 50% | 22.5% (half of 45% total target) | ~105% of targeted growth levels | Not separately disclosed | Included in combined 69% total |
| Combined Outcome | — | Target 45% | — | 69% | $274,500 |
Long-term incentives (equity) – 2024 grants and plan mechanics
| Element | Design | Vesting / Holding | 2024 Grants (Quinlan) |
|---|---|---|---|
| RSUs | 40% of target equity; time-based | One-, two-, and three-year vesting; two-year post-vest holding; settled in stock | 696 RSUs |
| PSUs | 60% of target equity; performance-based | 3-year cliff; settled in stock; shares earned scale with relative ROA (0–200%) and TSR modifier (75–125%); max 250% of target if top ROA and top TSR | 1,045 PSUs (target) |
| Target equity award opportunity | Percent of salary | — | 45% of salary |
Stock vested and option exercises in 2024
| Metric | 2024 |
|---|---|
| Shares vested (Stock Awards) | 2,944 |
| Value realized on vesting | $299,490 |
| Options exercised | None |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance
| Item | Detail |
|---|---|
| Beneficially owned shares | 6,543 shares; <1% of outstanding |
| Options exercisable within 60 days | None (—) |
| Shares pledged as collateral | None disclosed; company prohibits pledging for executives/directors |
| NEO stock ownership guideline | 1x base salary within five years |
| Compliance status (as of 12/31/2024) | All NEOs, including Quinlan, in compliance |
| Hedging policy | Hedging transactions prohibited for executives/directors |
Outstanding unvested equity and vesting schedule (as of 12/31/2024)
| Vesting Date | Shares/Units | Notes |
|---|---|---|
| 2/22/2025 | 201 | RSU/award schedule applies to stock awards |
| 2/23/2025 | 170 | — |
| 2/23/2025 | 766 | 2022 PSU target tranche (subject to performance) |
| 2/26/2025 | 800 | From 2/26/2021 grant; 800 shares vest 2/26/2025 |
| 2/28/2025 | 232 | — |
| 4/25/2025 | 400 | From 4/20/2019 grant; 400 vest 4/25/2025 |
| 2/22/2026 | 201 | — |
| 2/22/2026 | 908 | 2023 PSU target tranche (subject to performance) |
| 2/28/2026 | 232 | — |
| 4/29/2026 | 400 | From 4/20/2019 grant; 400 vest 4/29/2026 |
| 2/26/2027 | 400 | From 2/26/2021 grant; 400 vest 2/26/2027 |
| 2/28/2027 | 232 | — |
| 2/28/2027 | 1,045 | 2024 PSU target tranche (subject to performance) |
- Footnote: 2019 restricted stock grant of 1,200 shares vests 400 shares on 4/29/2026; 2021 restricted stock grant of 1,200 shares vests 800 shares on 2/26/2025 and 400 shares on 2/26/2027; cumulative vesting accelerates upon involuntary termination after a change in control .
- Mr. Quinlan holds 5,987 restricted shares that become 100% vested upon death, disability, or change in control (value $709,340 used in post-employment tables) .
Employment Terms
| Term | Detail |
|---|---|
| Change-in-Control Agreement | Executed May 4, 2022; double-trigger benefits if terminated by the Company or by the executive for “Good Reason” within 24 months after a change in control . |
| Cash severance (CoC) | Termination Compensation equals 24 months of compensation; amount shown: $674,500, payable lump sum or over 24 months . |
| Health benefits (CoC) | Continuation of health insurance coverage for up to 24 months; estimated value $29,824 . |
| Non-compete / non-solicit | 24 months post-termination following a change in control . |
| Post-employment payment scenarios (as of 12/31/2024) | Death: $800,000 life insurance + $709,340 restricted stock = $1,509,340 total . Disability: $709,340 (restricted stock) . Change of Control: $1,349,000 cash + $29,824 health + $709,340 restricted stock = $2,088,164 total . |
| Clawback policy | Executive compensation clawback policy adopted in 2014; authorizes recoupment of incentive compensation upon an accounting restatement; in addition to Sarbanes-Oxley Section 304 requirements . |
| Pay practices governance | Pledging and hedging prohibited for executives; stock ownership guidelines; independent Compensation Committee; consultant McLagan engaged in 2024 . |
| Say-on-Pay support | 95.7% approval at 2024 annual meeting . |
Investment Implications
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Alignment and pay-for-performance: Quinlan’s annual incentive is tightly linked to shareholder profitability (ROATCE) and divisional retail outcomes; 2024 payout was 69% of salary ($274,500) on a 45% target, driven by top-decile ROATCE (21.2%) and ~105% retail growth vs target, reinforcing direct linkage to value creation . The equity mix (45% of salary target in 2024; 40% RSUs with holding period, 60% PSUs tied to multi-year ROA and TSR) further aligns long-term incentives and adds performance risk via PSU scalars (0–200% with TSR modifier up to 125%) .
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Retention vs selling pressure: A meaningful multi-year vesting calendar (notably 2/26/2025, 4/25/2025, 2026, and 2027 tranches) and RSU post-vest holding periods support retention and stagger supply, though 2025–2027 events could create episodic selling capacity as awards settle/hold periods end; options are absent (no leverage overhang) . Pledging/hedging prohibitions and guideline compliance mitigate misalignment risk .
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Change-in-control economics and risk: Double-trigger severance with 24-month non-compete/non-solicit (cash $674,500 baseline Termination Compensation, health continuation, and equity acceleration under death/disability/CoC provisions) balances retention and shareholder protection; not overly dilutive given company scale and strong say-on-pay support (95.7%) .
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Track record and execution: Company TSR and profitability trends were strong over the period, with a $100 investment valued at $168.04 by 2024, net income of $117.1 million, ROAA of 1.85%, and ROATCE of 21.2%—supporting above-target pay outcomes and validating performance-weighted design .
Overall, Quinlan’s incentives appear well-aligned with both corporate profitability and divisional execution, with structured vesting and policy constraints (no pledging/hedging, ownership guidelines, clawback) reducing governance risk; near-term vesting dates warrant monitoring for potential insider selling windows, though the two-year RSU holding period tempers immediate supply .