Robert Baker
About Robert K. Baker
Robert K. Baker, age 70, is an independent director and the Chairman of the Board of CSB Bancorp, Inc. (CSBB), serving on the Board since 2001. He is designated by the Company as an “audit committee financial expert” and holds an inactive CPA license in Ohio, with a B.A. in Business Administration from The Ohio State University. He previously served as CSB’s Board Chair from 2003 through April 2007 and again since 2016, and continues to chair key bank-level credit oversight (Executive/Loan) while serving on Audit, Compensation, and Nominating at the holding company level .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSB Bancorp, Inc. | Director | Since 2001 | Independent; active board oversight |
| CSB Bancorp, Inc. | Chairman of the Board | 2003–Apr 2007; 2016–present | Chairs Board meetings and annual meeting; can call meetings of outside directors; leads executive sessions |
| CSB Bancorp, Inc. | Nominating Committee Chair | Current | Oversees board composition, director nominations, governance guidelines |
| CSB Bancorp, Inc. | Audit Committee Member | Current | Company-designated “audit committee financial expert” |
| CSB Bancorp, Inc. | Compensation Committee Member | Current | Executive pay oversight; no outside consultant retained in 2024 |
| The Commercial & Savings Bank (subsidiary) | Executive/Loan Committee Chair | Current | Oversees credit risk management framework and lending activities |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Bakerwell Inc.; Baker Boys Inc.; associated Bakerwell companies | Co-owner/Assistant Secretary/Treasurer | Current |
| Holmes County Airport Authority | President | Current |
| Consumers Gas Cooperative | Director | Current |
| The Foundation for Hospital Art | Director | Current |
Board Governance
- Independence and leadership: The Board has affirmatively determined Baker is independent under NASDAQ rules. CSB separates the roles of CEO and (independent) Board Chair; as Chair, Baker leads the Board, chairs shareholder meetings, and can call/lead executive sessions of outside directors .
- Attendance and engagement: In 2024, each director attended >75% of Board/committee meetings, and all directors attended the 2024 annual shareholders meeting; non-employee directors held two executive sessions in 2024 .
- Committee assignments (2024) and meeting cadence:
- CSB Board (13 meetings): Baker is Chair .
- Nominating (2): Baker is Chair .
- Compensation (3): Baker is Member .
- Audit (6): Baker is Member; Company designates him as audit committee financial expert .
- Bank Board (13): Member .
- Bank Executive/Loan (25): Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $18,000 | Paid quarterly to non-employee Bank directors; CSB pays no separate director compensation |
| Meeting fees | $750 per meeting | Paid for each Board and committee meeting attended (Bank-level) |
| Board Chair stipend | $3,000 per quarter | Paid to Chairman of the Board (Bank-level) |
| 2024 total fees – R.K. Baker | $63,750 | Fees earned/paid in cash for 2024; no “all other” compensation disclosed |
Directors receive reimbursement of customary travel expenses (outside meeting attendance). No equity grants to directors are disclosed; compensation is entirely cash-based in 2024 .
Performance Compensation
| Program/Metric | 2024 Disclosure | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | No director equity compensation disclosed in 2024 |
| Option awards | Not disclosed | Company notes it has not used stock options for executives in 18 years; no director options disclosed |
| Performance metrics tied to director pay | Not disclosed | No performance-based director pay disclosed |
| Clawback provisions (directors) | Not disclosed | Insider trading policy disclosed; no clawback language for directors disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Baker |
| Compensation Committee interlocks | None during 2024 (company-wide) |
| Related-party board overlaps | None disclosed (beyond standard bank lending disclosures) |
Expertise & Qualifications
- Audit and finance: Company-designated “audit committee financial expert”; inactive CPA; accounting and controller experience in private industry .
- Governance and leadership: Long-tenured independent Chair; chairs Nominating; chairs Bank credit oversight committee .
- Industry/commercial experience: Co-owner/operator in oil and gas development/production/services through Bakerwell and related entities .
- Education: B.A. in Business Administration, The Ohio State University .
Equity Ownership
| Holder | Sole Voting | Shared Voting | Total Beneficial Ownership | % of Outstanding | Pledged? |
|---|---|---|---|---|---|
| Robert K. Baker | 22,779 | 20,149 | 42,928 | 1.6% (of 2,644,072 shares) | None; Company notes no shares pledged and prohibits margin; no credit secured by CSB stock reported as of Dec 31, 2024 |
Governance Assessment
- Positives
- Independent Chair with separation from CEO enhances oversight; Baker can convene/lead executive sessions; Board held two executive sessions in 2024 .
- Audit Committee financial expert designation supports financial oversight; Baker serves on Audit and Compensation, and chairs Nominating .
- Robust engagement: >75% attendance by all directors; all attended the 2024 annual meeting .
- Alignment safeguards: No pledging; margin accounts prohibited; no credit secured by CSB stock reported for directors/officers/senior officers as of Dec 31, 2024 .
- Risk indicators and red flags
- RED FLAG — Related-party exposure: Baker’s daughter-in-law was hired as Director of Wealth Management on Aug 14, 2024 with $200,000 base salary, $15,000 hiring bonus, and $35,000 annual incentive; compensation set without Baker’s involvement, but this represents a related-party relationship that warrants monitoring .
- Concentration of influence: As independent Chair who also serves on Audit and Compensation and chairs Nominating, Baker holds multiple oversight roles; while independence is affirmed, investors may scrutinize committee balance and refreshment over time .
- Alignment consideration: No equity-based director compensation is disclosed; director pay is entirely cash-based, placing greater reliance on personal stock ownership for alignment (Baker owns 1.6% of shares outstanding) .