Cheryl Kirkbride
About Cheryl M. Kirkbride
Independent director since 2018; age 55 per 2025 proxy. She chairs CSB’s Audit Committee and serves on the Bank’s Asset Liability (ALCO), Nominating, and Executive/Loan Committees. Professionally, she is an attorney at Kropf Wagner Law Firm (since 1992) and Law Director for the City of Orrville (since 2012). Education: B.A. in English (John Carroll University), teaching certificate (College of Wooster), J.D. magna cum laude (University of Akron School of Law). Tenure as of 2025: ~7 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kropf Wagner Law Firm, LLP | Attorney | Since 1992 | Legal expertise supporting board oversight |
| City of Orrville | Law Director | Since 2012 | Municipal legal leadership; governance insight |
| Wayne County Volunteer Guardianship Association | Trustee; President | Prior service (12 years as President) | Non-profit governance experience |
| Orrville Public Library | Trustee | Prior service | Community engagement/governance |
| Orrville Area Development Foundation | Board member | Prior service | Local economic development perspective |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Inn at Walnut Creek | Co-owner (with husband) | Current | Business ownership in CSB’s market |
| Orrville Area Boys and Girls Club | Board; Past President | Current (past president) | Youth community focus |
| Wayne County Community Foundation | Board; Disbursement Committee Chair | Current | Capital allocation governance |
| Wayne Holmes Estate Planning Council | Board | Current | Estate planning expertise |
Board Governance
- Independence: The Board affirmatively determined Ms. Kirkbride is independent under NASDAQ rules.
- Committee assignments: Audit Chair (CSB); member of Nominating (CSB), ALCO (Bank), and Executive/Loan (Bank).
- Attendance: In 2024, each director attended >75% of Board/committee meetings; all directors attended the 2024 annual meeting. Executive sessions of non-employee directors: 2 in 2024 (vs. 1 in 2023).
- Board leadership: Independent Board Chair (Robert K. Baker); CEO separate, fostering oversight and risk management.
- Risk policies: Code of Ethics prohibits margin accounts; annual reporting of any credit secured by CSB stock—none reported as of Dec 31, 2024.
Fixed Compensation
- Directors are compensated by the Bank (no compensation from CSB holding company). Cash retainer $18,000/year; $750 per Board/committee meeting; Audit Chair $1,000 per quarter; Board Chair $3,000 per quarter. Reimbursed customary travel expenses.
| Item | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $18,000 per schedule | $18,000 per schedule |
| Meeting fee (each) | $750 per meeting | $750 per meeting |
| Audit Chair stipend | $1,000 per quarter | $1,000 per quarter |
| Total fees paid to Cheryl M. Kirkbride | $57,750 | $59,500 |
Performance Compensation
- No equity grants, options, or performance-based director compensation disclosed; director pay is entirely cash.
| Metric | 2023 | 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | None disclosed |
| Option awards | None disclosed | None disclosed |
| Performance-linked cash (metrics/targets) | Not applicable for directors | Not applicable for directors |
Other Directorships & Interlocks
- Public company boards: No public company directorships disclosed for Ms. Kirkbride in CSB’s proxy statements.
- Committee interlocks: CSB disclosed no Compensation Committee interlocks during 2024 or 2023.
Expertise & Qualifications
- Legal expertise from long-standing attorney role; municipal governance experience as City Law Director.
- Board qualifications: Audit Committee leadership; broad community and foundation governance roles.
- Education credentials: B.A. (John Carroll), teaching certificate (College of Wooster), J.D. magna cum laude (Univ. of Akron School of Law).
Equity Ownership
| Holder | Sole Voting Shares | Shared Voting Shares | Total Beneficial Ownership | % of Outstanding | Pledged |
|---|---|---|---|---|---|
| Cheryl M. Kirkbride | 2,180 | 1,704 | 3,834 | <1% (based on 2,644,072 shares) | None reported |
| Directors & officers (8 persons) | 155,959 | 32,847 | 188,806 | 7.1% | None reported |
Notes: As of March 4, 2025; none of the reported shares are pledged.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; consistent attendance and engagement; no pledged shares; robust legal/governance background; clear risk oversight practices and margin-account prohibition.
- Alignment signals: Director compensation is cash-only with no equity, which may limit direct ownership alignment; nonetheless, beneficial ownership disclosed and unpledged.
- Conflicts/related parties: CSB disclosed related-party employment involving another director’s family; no related-party transactions disclosed for Ms. Kirkbride.
- Board structure: Independent Chair distinct from CEO; executive sessions held regularly; committees populated with independent directors.
- RED FLAGS: None specifically disclosed for Ms. Kirkbride (no hedging/pledging, no related-party transactions, no committee interlocks).
Additional context on compensation governance (for benchmarking):
- Compensation Committee members are independent; the Company did not engage outside executive compensation consultants in 2024 or 2023; peer group used for NEO pay benchmarking consists of similarly sized Ohio-based banks.