Sharon Rowe
About Sharon H. Rowe
Sharon H. Rowe, 73, has served on City Holding Company’s (CHCO) Board since 2001, bringing a 27-year corporate communications background from The Greenbrier Resort and later founding SHR Consulting, LLC in 2013. She attended West Virginia University and is a recognized leader in West Virginia’s tourism sector; she beneficially owns 11,045 CHCO shares and is an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Greenbrier Resort and Club Management Company | Vice President of Communications | 27 years; retired 2005 | Corporate communications leadership |
| SHR Consulting, LLC | Founder (public relations, marketing, events) | Formed Feb 2013 | Entrepreneurial governance and stakeholder engagement |
| Greenbrier Valley National Bank | Director | Joined 1996 | Banking governance experience |
| Horizon Bancorp, Inc. | Director | Joined 1996 | Banking governance experience; merged lineage in CHCO system |
| City National Bank of West Virginia | Director | Joined 1999 | Subsidiary bank governance |
| City Holding Company (CHCO) | Director | Joined 2001; nominated Class II in 2025 for term to 2028 | Independent director; Audit and Governance/Nominating member |
External Roles
| Organization | Role | Status |
|---|---|---|
| West Virginia Hospitality and Travel Association | Past Chair and Board Member | Industry leadership |
| Clay Center for the Arts and Sciences | Advisory Board | Director |
| WVU Cancer Institute | Leadership Council | Director |
| Greenbrier County Convention and Visitors Bureau | Board | Director |
| HospiceCare | Board | Director |
| United Way of the Greenbrier Valley | President and Board Member | Current officer/director |
| Carnegie Hall WV | Chair and Board Member | Current chair |
Board Governance
- Independence: The Board assessed Rowe as independent under Nasdaq and SEC standards; she served on Audit and Governance & Nominating Committees in 2024 .
- Committees: Audit Committee member (Chair: James L. Rossi); Governance & Nominating Committee member (Chair: Robert D. Fisher). 2024 meetings held: Audit (7), Governance (4) .
- Attendance: In 2024, all directors except one (due to medical issues) attended at least 75% of aggregate Board and committee meetings; Rowe met the threshold .
- Board/Leadership: Independent, non-executive Chairman is C. Dallas Kayser; Board met 10 times in 2024. Independent directors meet in executive session regularly (eight times in 2023) .
- Classification/Nomination: Rowe nominated as Class II director for a three-year term expiring at the 2028 Annual Meeting (2025 proxy) .
| Committee | Role | 2024 Meetings Held | Chair | Independence |
|---|---|---|---|---|
| Audit | Member | 7 | James L. Rossi | Yes |
| Governance & Nominating | Member | 4 | Robert D. Fisher | Yes |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 52,250 | 53,750 |
| Stock Awards ($) | 31,978 | 31,946 |
| Total ($) | 84,228 | 85,696 |
| Structure (meeting and retainer rates) | Board mtg $1,200; Committee mtg $750; Annual cash retainer $33,500; Annual equity retainer $32,000; Committee chair fees: Audit $10,000, Compensation $5,000, Governance $5,000; Board Chair $55,000 | Same schedule disclosed for 2024; equity retainer paid as stock award |
- Compensation mix: For 2024, cash $53,750 vs equity $31,946 (derived from table above) .
Performance Compensation
| Equity Grant Detail | 2024 |
|---|---|
| Director equity retainer grant date | Feb 28, 2024 |
| Shares granted (per non-employee director; pro-rated by months of service) | 321 shares |
| Grant fair value | $32,000 |
| Market price on grant date | $99.52 per share |
| Vesting/performance conditions | Director stock awards; no performance metrics disclosed for directors |
The Company does not currently grant stock options and has no option timing policy in effect; options would be evaluated if reintroduced .
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| Horizon Bancorp, Inc. | Director (joined 1996) | Historical affiliation in bank network; no current CHCO-related party transaction disclosed |
| Greenbrier Valley National Bank | Director (joined 1996) | Historical bank governance experience |
| City National Bank of West Virginia | Director (joined 1999) | CHCO subsidiary governance experience |
- Interlocks/Conflicts: No specific related-party transactions involving Rowe are disclosed; Company policy requires Board review/approval for any related-party transaction ≥$120,000 and prohibits conflicted directors from participating in loan approvals involving their interests .
Expertise & Qualifications
- 27-year corporate communications executive at The Greenbrier; founder of SHR Consulting (PR/marketing/events), indicating stakeholder engagement and brand-management expertise .
- Recognized tourism industry leader; past Chair of WV Hospitality and Travel Association; extensive community board service and current leadership roles (President—United Way of the Greenbrier Valley; Chair—Carnegie Hall WV) enhancing civic network reach .
- Long-tenured CHCO director since 2001 with prior banking board service at Horizon Bancorp and Greenbrier Valley National Bank, adding financial-services governance familiarity .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 11,045 |
| Percent of class | <1% |
| Options/right to acquire within 60 days | None reported for Rowe |
| Shares pledged as collateral | None disclosed; policy prohibits pledging |
| Director stock ownership guidelines | Min 2,500 shares within six years; all directors compliant as of proxy date |
| Hedging policy | Directors prohibited from hedging Company securities |
| Section 16(a) compliance | All filing requirements met for 2024 |
Governance Assessment
- Board effectiveness: Rowe contributes marketing, communications, and community interface expertise alongside financial-expert coverage by other Audit Committee members (Rossi and Parsons), supporting balanced oversight; she is independent and engaged on key committees (Audit; Governance) .
- Alignment: Meaningful personal stake (11,045 shares) and compliance with enhanced director ownership guidelines (≥2,500 shares within six years) improve alignment; pledging and hedging prohibited by policy .
- Compensation structure: Director pay is modest and split between cash and annual stock grants; equity retainer is a fixed stock award without performance metrics—common for bank boards; no options granted to directors .
- Attendance/Engagement: Met ≥75% attendance threshold in 2024; Board met 10 times; independent directors hold executive sessions regularly (eight in 2023), supporting robust governance .
- Conflicts/related parties: No Rowe-specific related-party transactions disclosed; Company maintains prior Board review for ≥$120,000 related-party transactions and requires abstention on conflicted loans per Regulation O procedures .
RED FLAGS/Monitoring Items
- Very long tenure (since 2001) can pose entrenchment risk and potential independence perception concerns despite formal independence status; monitor refreshment plans and committee rotation .
- Audit Committee composition mixes non-financial expertise (Rowe) with two “financial experts” (Rossi, Parsons); ensure continuing education and meeting frequency (7 in 2024) sustain oversight quality in changing credit/interest-rate cycles .
Appendix: Committee and Compensation References
- Audit Committee Report lists Rowe as a member in 2025 .
- Director compensation tables and fee schedules (2023–2024) document cash and equity components and meeting rates .