Timothy Whittaker
About Timothy Whittaker
Timothy J. “Tim” Whittaker is City Holding Company’s incoming Executive Vice President, Commercial Banking, succeeding John A. DeRito effective December 31, 2025. He has served as Senior Vice President and Chief Credit Officer for City Holding Company and City National Bank since September 1998 and is age 52 . Company performance context relevant to his remit: 2024 net income was $117.1 million, ROAA 1.85%, and ROATCE 21.2%; cumulative TSR value of a fixed $100 investment reached $168.04 as of 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City Holding Company / City National Bank | SVP & Chief Credit Officer | Sep 1998–Oct 2025 | Led enterprise credit risk; public-facing credit/asset quality presentations to investors |
| City Holding Company | EVP, Commercial Banking (designate) | Appointed Oct 22, 2025; effective Dec 31, 2025 | Succession to DeRito; continuity of commercial lending strategy and asset quality leadership |
External Roles
No external directorships or outside roles were disclosed in Company filings for Timothy Whittaker .
Fixed Compensation
- Base salary: not disclosed; Company states Whittaker “will receive a base salary consistent with the Company’s current executive compensation practices and receive benefits materially similar to the executive benefits disclosed in the March 28, 2025 proxy” .
Performance Compensation
Role benchmark for EVP, Commercial Banking (2024 plan applied to predecessor DeRito). This provides a framework likely relevant for Whittaker’s role, though his specific targets for 2026+ are not yet disclosed.
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Commercial Loan Growth | 100% (EVP Commercial Banking) | 3.2% (2024 target) | 4.2% (YoY 2024) | 90% of salary (Actual award $254,592 for EVP Commercial Banking) | Annual cash incentive; subject to capital/asset-quality triggers |
| RSUs (2024 grant to EVP Commercial Banking) | 40% of equity grant | Role target equity 45% of salary (EVP) | 579 units (granted) | Vests 1/2/3 years; 2-year holding period post-vesting | Settled in stock; dividends accrue and pay post-hold |
| PSUs (2024 target to EVP Commercial Banking) | 60% of equity grant | Role target equity 45% of salary (EVP) | 868 units (target) | Vests at 3 years; shares earned 0–200% based on 3-year ROA vs peers, modified 75–125% by relative TSR | Settled in stock; dividends accrue and pay post-vest |
- Companywide cash incentive framework for most executives is tied to relative ROATCE vs peer group, with payouts 0–200% of target; 2024 ROATCE was 21.2% placing the Company at the 100th percentile, driving maximum plan payouts for those on ROATCE metrics .
- Long-term incentives use PSUs and RSUs with explicit vesting and holding requirements; options are currently not granted under practice described in proxy .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Executive Stock Ownership Guidelines | CEO: 4x base salary; Other NEOs: 1x base salary; attainment within 5 years of becoming NEO; all NEOs in compliance as of 12/31/2024 . |
| Director Stock Ownership Guidelines | Revised Feb 2025: minimum 2,500 shares within six years; acquire at least 500 within first year; all directors in compliance . |
| Pledging/Hedging Restrictions | Executives and directors prohibited from pledging Company stock and prohibited from hedging (prepaid forwards, swaps, collars, exchange funds) . |
| Beneficial Ownership | No Whittaker-specific beneficial ownership disclosure in 2025 proxy; director/NEO table excludes him (not a NEO or director in 2024) . |
Insider trading and Form 4 data for Whittaker were not found in Company filings/public links provided; ownership breakdown (vested vs unvested) is therefore not disclosed in available documents .
Employment Terms
- Appointment: EVP Commercial Banking effective December 31, 2025, with base salary and benefits aligned to current executive practices disclosed in the March 28, 2025 proxy .
- CIC and severance baseline (role benchmark from EVP Commercial Banking predecessor):
- Termination without just cause: 60 weeks of salary continuation plus health coverage (60 weeks) .
- Change in control (double-trigger with Good Reason): two years of compensation plus up to 24 months health insurance; 2-year non-compete and non-solicit restrictions .
- Company-wide clawbacks: Sarbanes-Oxley §304 applies to CEO/CFO; additional executive clawback adopted in 2014 requiring reimbursement/forfeiture of incentive comp upon accounting restatement; Board discretion to cancel performance-based awards affected by restatement .
Performance & Track Record
- Tenure: 27+ years at City (credit leadership since 1998) .
- Company performance indicators relevant to his domain: 2024 ROAA 1.85% and ROATCE 21.2% ranked at the 93rd–100th percentile vs National and Regional peer sets, evidencing strong profitability and asset quality positioning .
- Public investor presentations featured Whittaker as Chief Credit Officer (2016, 2020, 2021, 2022), including CECL allocation, net charge-off details, and sector exposure analytics—illustrating disciplined credit risk management communications with the market .
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group methodology: two sets used (National peers $3–$8B assets; Regional peers of 20 banks with defined business criteria) .
- Company’s performance vs peers (2024): ROAA 1.85% at the 93rd percentile (National) and 100th percentile (Regional); ROATCE 21.2% at 95th (National) and 100th (Regional) .
- Say‑on‑pay approval: 95.7% shareholder support in 2024 .
Compensation Structure Analysis
- Mix and risk posture:
- Strong at‑risk pay: annual cash tied to ROATCE or divisional goals; PSUs dependent on 3‑year ROA and relative TSR; RSUs with multi‑year vesting and holding period .
- No option repricing; options not currently granted per practice; maintains alignment and avoids windfalls .
- Clawbacks and hedging/pledging bans reduce misalignment risk .
- Metric calibration:
- ROATCE and ROA/TSR are stringent, peer‑relative measures; 2024 outcomes were top percentile, driving max payouts for ROATCE‑linked plans .
Risk Indicators & Red Flags
- Positive governance signals: prohibitions on pledging and hedging; explicit clawback policy; independent compensation committee; strong shareholder say‑on‑pay support .
- No related‑party transactions involving Whittaker above disclosure thresholds reported in 2025 filings; Company states none since January 1, 2025 in connection with his appointment .
Equity Ownership & Alignment Table (Policies)
| Item | Requirement/Status |
|---|---|
| Executive ownership guideline | 1x base salary for non‑CEO executives; 5‑year compliance window |
| Director guideline | 2,500 shares within 6 years; at least 500 shares in year one |
| Pledging | Prohibited for executives/directors |
| Hedging | Prohibited for executives/directors |
| Clawbacks | SOX §304 for CEO/CFO; broader executive clawback (2014 policy) |
Role Benchmark Data for EVP Commercial Banking (2024)
| Component | Target/Payout | Value/Units | Notes |
|---|---|---|---|
| Cash incentive | Target 45% of salary; maximum 90% | Actual payout: 90% of salary; $254,592 | Based on 100% Commercial Loan Growth metric; target 3.2%, actual 4.2% |
| RSUs | 40% of equity grant; part of 45% of salary target | 579 units | Vests over 1/2/3 years; 2‑year holding period |
| PSUs | 60% of equity grant; part of 45% of salary target | 868 units (target) | Earn‑out 0–200% based on 3‑yr ROA vs peers; TSR modifier 75–125% |
Employment Terms Benchmarks for EVPs (from 2024 disclosures)
| Scenario | Cash | Health Insurance | Equity Acceleration/Value | Covenants |
|---|---|---|---|---|
| Termination without just cause (EVP Commercial Banking) | 60 weeks salary continuation | 60 weeks coverage | Not listed as accelerated absent CIC; RS/RSU/PSU terms govern | Non‑compete/non‑solicit typical in EVP agreements |
| Change‑in‑Control (EVP Commercial Banking) | 2 years compensation (e.g., $608,000×2) | Up to 24 months coverage ($29,824 est.) | Unvested equity generally vests upon CIC; valued at closing price (e.g., restricted stock ~$465,152) | Non‑compete/non‑solicit for 2 years |
Investment Implications
- Alignment and retention: The EVP Commercial Banking role carries clear, performance‑tied cash incentives and multi‑year PSU/RSU structures with robust clawbacks and hedging/pledging bans, supporting pay‑for‑performance and alignment with shareholder outcomes .
- Performance levers: Commercial loan growth, credit discipline, and Company profitability (ROATCE, ROA/TSR) are the primary payout drivers; City’s 2024 top‑percentile profitability suggests strong internal calibration and potential for above‑target payouts if sustained .
- Contract economics: While Whittaker’s specific agreements aren’t yet disclosed, EVP benchmarks indicate competitive CIC severance (two years) and health coverage, paired with non‑compete obligations—moderate retention incentives that are standard across peers .
- Trading signals: Lack of disclosed Form 4 activity and beneficial ownership detail for Whittaker limits near‑term insider‑selling pressure analysis; monitor upcoming proxy/8‑K updates for grant sizes and any disposition activity to assess potential supply and signal strength .
Notes: Company performance data and compensation structures are sourced from City Holding Company’s 2025 DEF 14A; Whittaker’s appointment specifics are sourced from the October 22, 2025 Form 8‑K. All figures and statements include citations to the underlying filings.