Robert Fisher
About Robert D. Fisher
Robert D. Fisher (age 72) has served on City Holding Company’s board since 1994. He holds a B.S. in Finance and a J.D. from West Virginia University, is a practicing attorney, and effective January 1, 2025 serves “Of Counsel” to Ranson Law Group, PLLC after previously managing Adams, Fisher & Chappell, PLLC through December 31, 2024 . Fisher is a long-tenured independent director with deep regional relationships and governance credentials, including past presidency of the West Virginia State Bar and current chairmanship of Jackson General Hospital’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adams, Fisher & Chappell, PLLC | Former Managing Member (law firm) | Through Dec 31, 2024 | Leadership of firm; transition completed end-2024 |
| City Holding Company (via Bank of Ripley merger) | Director | Joined City Holding Company board in 1994 (Bank of Ripley director since 1987) | Continuity across bank merger; local market insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ranson Law Group, PLLC | Of Counsel | Effective Jan 1, 2025 | Legal advisory capacity |
| Jackson General Hospital | Chairman of the Board | Current | Board leadership in local healthcare |
| West Virginia Bar Association | Immediate Past President; Executive Council | Current | Professional governance leadership |
| Boy Scouts of America | North Star Award recipient | 2017 | Community leadership recognition |
| American Bar Foundation | Fellow | 2019 | Professional distinction (limited to ~1% of lawyers) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (Nasdaq rules); 12 of 13 directors independent as of proxy date |
| Committee Assignments | Executive Committee (member); Audit Committee (member); Governance & Nominating Committee (Chair) |
| Committee Meetings (2024) | Audit: 7; Governance: 4; Compensation: 2; Trust: 2; Independent director executive sessions: 9 |
| Attendance | All directors (except one director due to medical issues) attended ≥75% of combined board and committee meetings in 2024; all directors attended April 24, 2024 Annual Meeting |
| Board Leadership | Independent Chairman (C. Dallas Kayser); CEO not Chairman (separation of roles) |
| Codes & Charters | Board/employee Codes of Conduct; committee charters public on website |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $58,750 | Fees earned or paid in cash to Fisher |
| Stock awards (2024) | $31,946 | Grant-date fair value; pro-rated per policy |
| Total (2024) | $90,696 | Sum of cash + stock |
Director fee schedule (applies to all non-employee directors in 2024):
| Fee Type | Amount |
|---|---|
| Board meeting fee | $1,200 per meeting |
| Committee meeting fee | $750 per meeting |
| Per diem educational fee | $1,200 |
| Annual cash retainer | $33,500 (paid quarterly) |
| Annual equity retainer | $32,000 (stock award; pro-rated for service months) |
| Committee chair fees | Audit: $10,000; Compensation: $5,000; Governance: $5,000 |
Performance Compensation
| Item | Detail |
|---|---|
| Annual director equity grant (2024) | Grant date: Feb 28, 2024; 321 shares to each non-employee director; grant value $32,000; price $99.52/share |
| Performance metrics tied to director pay | None disclosed; director equity awards are time-based and pro-rated, not performance-conditioned |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Fisher |
| Private/non-profit boards | Jackson General Hospital | Chairman | Healthcare institution board leadership |
| Professional bodies | West Virginia Bar Association | Immediate Past President; Executive Council | Professional governance role |
Expertise & Qualifications
- Finance and law credentials (WVU B.S. Finance; WVU J.D.), plus extensive legal practice and bar leadership signal strong governance and compliance literacy .
- Chair of Governance & Nominating Committee; member of Audit Committee—relevant oversight of board composition, independence, and financial reporting .
- Deep regional network and community engagement (hospital board; bar association), supporting stakeholder insight in CHCO’s footprint .
Equity Ownership
| Measure | Value | As-of Date |
|---|---|---|
| Shares beneficially owned | 44,666 shares (beneficial ownership table); biographical profile notes 44,449 shares | March 24, 2025 (ownership table); April 30, 2025 (bio ages) |
| Right to acquire within 60 days | None | March 24, 2025 |
| % of shares outstanding | <1% | March 24, 2025 |
| Shares pledged as collateral | None | March 24, 2025 |
| Director stock ownership guideline | Minimum 2,500 shares within 6 years; new directors 500 shares within 1 year; all directors in compliance | Revised Feb 2025 |
| Pledging/hedging policy | Prohibited for directors/executives (no margin/pledge; no hedging) | Current policy |
Insider Filings
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company believes all filing requirements for directors/executives were met; no delinquencies reported |
Governance Assessment
- Board effectiveness: Fisher chairs the Governance & Nominating Committee (responsible for director selection and governance oversight) and sits on the Audit Committee—positions central to board independence, refreshment, and financial control quality .
- Independence and attendance: Classified independent; met board/committee attendance thresholds; participated in a board with regular independent executive sessions (nine in 2024), supporting oversight of management .
- Ownership alignment: Holds 44,666 shares and far exceeds the 2,500-share director guideline; pledging/hedging prohibited, and none of his shares are pledged—positive alignment signal .
- Compensation mix: 2024 pay is modest and primarily fixed (cash + time-based stock retainer); no performance-conditioned director awards, reducing risk of pay-for-performance distortions for board oversight .
- Potential conflicts: Current Of Counsel role at Ranson Law Group and extensive local ties could present related-party risk if any transactions arise; however, the company requires board review/approval for related-party transactions ≥$120,000 and excludes conflicted directors from deliberations and votes on such items—mitigating procedures in place .
- Shareholder signals: 2024 say-on-pay approval of 95.7% indicates broad investor support for compensation governance under the board’s oversight; sustained independent chair structure strengthens control environment .
RED FLAGS: None disclosed specific to Fisher (no pledging; Section 16 compliance met; no identified related-party transactions). Monitor any future engagements between City Holding Company and Ranson Law Group or entities tied to Fisher for related-party exposure, with board-level approvals required for transactions above threshold .