Brett Gallion
About Brett Gallion
Brett A. Gallion, age 37, is Executive Vice President of CSB Bancorp and President of The Commercial & Savings Bank; he joined the Bank in 2004 and has progressed through operations and technology leadership roles to President in August 2023 . CSB’s pay-versus-performance disclosure shows 2024 net income of $10.0 million and EPS of $3.76 with a fixed $100 TSR value of $106, contextualizing performance during Gallion’s recent tenure expansion . CSB’s annual incentive framework for 2024 was based on budgeted net income, ROAA, ROAE, and efficiency ratio; actual results came in below plan on net income/ROAA/ROAE and slightly better on efficiency ratio, consistent with below-target NEO bonuses in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSB Bancorp (Holding Co.) | Executive Vice President | Apr 2021–present | Senior executive oversight across bank operations and corporate initiatives |
| CSB Bancorp (Holding Co.) | Senior Vice President | May 2020–Apr 2021 | Expanded corporate responsibilities prior to EVP promotion |
| The Commercial & Savings Bank | President | Aug 2023–present | Overall leadership of the Bank franchise |
| The Commercial & Savings Bank | EVP & COO/CIO | Nov 2020–Aug 2023 | Led operations and technology execution |
| The Commercial & Savings Bank | SVP/COO/CIO | Oct 2018–Nov 2020 | Built operational/IT processes and execution capabilities |
| The Commercial & Savings Bank | Various roles | 2004–2018 | Progressive responsibilities culminating in senior leadership |
External Roles
No external directorships or outside positions for Gallion are disclosed in CSB’s proxy statements .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $233,430 | $270,000 |
| Target Bonus % of Salary | 30% | 30% |
| Target Bonus ($) | $70,029 (30% of $233,430) | $81,000 (30% of $270,000) |
| Actual Bonus Paid ($) | $76,500 | $67,500 |
| Implied Bonus Payout vs Target | 109% (76,500 ÷ 70,029) | 83% (67,500 ÷ 81,000) |
| All Other Compensation ($) | $22,553 (qualified plan match/profit-sharing $21,636; GTLI $917) | $21,893 (qualified plan match/profit-sharing $21,563; GTLI $330) |
Notes:
- CSB has not utilized option-based equity compensation for the past ~18 years, favoring cash incentives; neither options nor other equity awards are part of NEO pay practices currently .
- Benefits include 401(k) match up to 4% and discretionary profit-sharing; GTLI amounts are included in “All Other Compensation” .
Performance Compensation
| Plan Year | Metric | Target | Actual | Weighting | Payout (Gallion) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Net Income | $15.0 million | $10.0 million | Not disclosed | $67,500 (83% of target bonus) | Annual cash (no equity) |
| 2024 | ROAA | 1.24% | 0.85% | Not disclosed | Included in total cash bonus | Annual cash |
| 2024 | ROAE | 13.20% | 8.96% | Not disclosed | Included in total cash bonus | Annual cash |
| 2024 | Efficiency Ratio | <56.47% | 55.77% | Not disclosed | Included in total cash bonus | Annual cash |
| 2023 | Net Income | $13.7 million | $14.8 million | Not disclosed | $76,500 (109% of target bonus) | Annual cash |
| 2023 | ROAA | 1.17% | 1.27% | Not disclosed | Included in total cash bonus | Annual cash |
| 2023 | ROAE | 13.71% | 14.69% | Not disclosed | Included in total cash bonus | Annual cash |
| 2023 | Efficiency Ratio | <59.42% | 55.95% | Not disclosed | Included in total cash bonus | Annual cash |
Program design highlights:
- Target annual incentive was 30% of actual base salary for each NEO in both 2023 and 2024; payouts may be adjusted up/down at Committee discretion; targets are not changed retroactively .
- No RSUs, PSUs, or stock options are granted; equity vesting schedules do not apply given cash-only incentives .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Shares Outstanding | Ownership % |
|---|---|---|---|
| Mar 1, 2019 | 408 | 2,742,242 | 0.01% (computed from cited figures) |
| Mar 2, 2021 | 2,008 | 2,742,350 | 0.07% (computed from cited figures) |
| Mar 9, 2022 | 3,067 | 2,718,024 | 0.11% (computed from cited figures) |
| Mar 1, 2023 | 3,915 | 2,680,625 | 0.15% (computed from cited figures) |
| Mar 5, 2024 | 4,899 | 2,664,967 | 0.18% (computed from cited figures) |
| Mar 4, 2025 | 5,543 | 2,644,072 | 0.21% (computed from cited figures) |
Additional alignment disclosures:
- Pledging: None of Gallion’s shares are pledged; company-wide disclosure states no directors/executive officers have pledged shares in 2024 or 2025 .
- Hedging/Margin: Code of Ethics prohibits maintaining securities in a margin account; annual reporting of any credit secured by CSB stock is required and none was reported as of Dec 31, 2023 and Dec 31, 2024 .
Employment Terms
- Appointment and term: Executive officers (including Gallion) are appointed annually by, and serve at the pleasure of, CSB’s Board; no employment agreement for Gallion is disclosed .
- Severance/change-in-control: No Gallion-specific severance or change-in-control benefits disclosed; the proxy details such terms only for CFO Paula Meiler (e.g., 2x salary on CIC, and “without cause” severance computation) .
- Non-compete/non-solicit/garden leave: No Gallion-specific covenants disclosed; CFO agreement includes a one-year non-compete .
Compensation Committee and Benchmarking
- Compensation Committee members: Julian L. Coblentz (Chair), Robert K. Baker, Vikki G. Briggs .
- Consultants: No outside executive compensation consultant engaged in 2023 or 2024 .
- Peer group: LCNB Corporation; Middlefield Banc Corp.; SB Financial Group; Ohio Valley Bancorp; Consumers Bancorp; United Bancorp, Inc. (2024 list also included United Bancshares Inc.) .
- Philosophy: Target base salaries near market median; performance-based cash incentives focused on company and individual results, with Committee discretion for payout adjustments .
Say‑on‑Pay & Shareholder Feedback
- 2025 say‑on‑pay vote approval: 1,211,413 For; 20,076 Against; 43,254 Abstain; broker non-votes 660,421; approval ≈95.0% of votes cast (For ÷ For+Against+Abstain) .
- Frequency vote (2025): Shareholders favored triennial (3 years) with 871,936 votes versus 116,931 for 2 years and 178,615 for 1 year; Board recommends a three-year frequency .
Company Performance Context (last 8 quarters)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($USD) | 1,678,000 | 1,772,000* | 1,741,000* | 1,809,000* | 1,780,000 | 1,696,000* | 1,777,000* | 1,866,000* |
| Net Income ($USD) | 3,697,000 | 2,933,000 | 1,615,000 | 3,145,000 | 2,319,000 | 3,616,000 | 3,727,000 | 4,151,000 |
Values with an asterisk are retrieved from S&P Global.
Risk Indicators & Red Flags
- Equity award repricing/modification: None; equity awards are not used in NEO compensation at CSB .
- Pledging/hedging: Prohibited by policy; none reported, reducing alignment risk concerns related to collateralization or margin .
- Related party transactions: Routine insider lending on market terms; one disclosed hiring of a director’s family member with specified compensation, not involving Gallion .
- Committee interlocks: None during 2024/2025; no interlocks noted affecting compensation independence .
Compensation Structure Analysis
- Shift in pay mix: Gallion’s base increased ~15.6% YoY (2023 to 2024), while bonus declined ~11.8%, reflecting below-plan company results in 2024 and lower payout vs target (83% vs 109% in 2023) .
- At-risk pay: Incentives remain fully cash-based and tied to financial metrics (net income, ROAA/ROAE, efficiency ratio) without equity; this reduces stock-aligned leverage but also avoids dilution and option-repricing risks .
Investment Implications
- Alignment: Cash-only incentives linked to core profitability and efficiency metrics align Gallion’s pay with near-term performance, but lack of equity grants limits long-term, TSR-linked alignment; beneficial ownership remains modest (~0.21% as of 2025) .
- Retention: Long tenure (joined 2004) and recent promotions suggest strong internal continuity; absence of a disclosed employment agreement or CIC protections for Gallion implies standard at-will risk but also reduces shareholder obligations on exit .
- Governance: High say‑on‑pay support (~95%) and independent Compensation Committee without consultants indicate shareholder acceptance of the pay model, while prohibitions on pledging/margin accounts minimize misalignment risk .
- Performance outlook linkage: With incentives tied to net income and efficiency ratio, trends in quarterly net income will directly influence Gallion’s bonus outcomes; 2025 YTD net income has improved versus 2024, supporting stronger incentive accruals if sustained .