Stephen Schillig
About Stephen E. Schillig
Stephen E. Schillig (age 67) has served as an independent director of CSB Bancorp, Inc. and The Commercial & Savings Bank since his appointment on January 10, 2024. He sits on the Audit Committee, Asset Liability Committee (ALCO), and Executive/Loan Committee, and was nominated for re‑election with a term expiring in 2028. He holds a B.A. in Business Administration (University of Akron), an MBA (Ashland University), and a Certified Business Advisor (CBA) designation; his background spans 25 years in commercial lending, credit administration, and risk management and 15 years directing the Ohio Small Business Development Center (SBDC) at Kent State University–Tuscarawas, with post‑retirement consulting through the Ohio SBDC at Youngstown State University beginning April 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ohio Small Business Development Center, Kent State Univ. – Tuscarawas | Director | May 2008 – Jan 2024 | Led grant/budget management, community relations, fundraising, and small business counseling |
| Banking & Finance Industry (various institutions) | Commercial lending, credit administration, risk management executive | ~25 years (prior to 2008) | Credit and risk management leadership in commercial banking |
| Ohio Small Business Development Center at Youngstown State Univ. | Strategic Growth Consultant | Beginning April 2024 | Strategic growth advisory to small businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minority Business Assistance Center (MBAC) | Advisory Board Member | 2021–2024 | Community economic development support |
| Stark County Minority Business Association | Board Member | 2021–2024 | Minority business advocacy |
| Business Factory, Inc. | Board Member | 2008–2024 | Entrepreneurial ecosystem development |
| Stark Development Board Finance Corp. | Board Service | 2013–2022 | Regional development finance oversight |
| Tuscarawas County Chamber of Commerce | Board Service | 2008–2022 | Local business community leadership |
Board Governance
- Independence: The Board affirmed Mr. Schillig is independent under NASDAQ rules .
- Committee memberships: Audit Committee (CSB), ALCO (Bank), Executive/Loan Committee (Bank). No chair roles disclosed for Schillig .
- Attendance: In 2024, each director attended >75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- 2024 meeting counts: Board (13), Audit (6), Nominating (2), Compensation (3), Bank Board (13), Executive/Loan (25) .
- Board structure: Independent Chairman (Robert K. Baker); non‑employee directors met twice in executive session in 2024 .
Fixed Compensation
Directors receive compensation from the Bank (not CSB) via retainers and meeting fees; employees receive no additional director pay.
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 18,000 | Paid quarterly |
| Per meeting fee (Board & committee) | 750 | Paid per meeting attended |
| Audit Committee Chair fee | 1,000 per quarter | Not applicable to Schillig (member, not chair) |
| Chairman of the Board fee | 3,000 per quarter | Board Chair only (not applicable to Schillig) |
| 2024 Fees Paid (Schillig) | 54,000 | Total cash fees for 2024 |
Directors receive no compensation from CSB; outside directors are compensated by the Bank for Board/committee meetings .
Performance Compensation
| Item | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for directors; director compensation table shows cash‑only fees |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Current public company boards | None disclosed | No public company directorships listed in biography |
| Committee interlocks | None | 2024: No committee interlocks under SEC rules |
Expertise & Qualifications
- Education: B.A. in Business Administration (University of Akron) and MBA (Ashland University); CBA designation (University of Toledo Graduate Program) .
- Technical experience: Commercial lending, credit administration, risk management; SBDC leadership in grant/budget management and small business counseling .
- Community/industry involvement: Multiple regional economic development and minority business organizations .
Equity Ownership
| Holder | Sole Voting | Shared Voting | Total | % of Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| Stephen E. Schillig | 429 | - | 429 | <1% | None pledged; margin accounts prohibited by policy; no credit secured by CSB stock reported as of 12/31/2024 |
- Shares outstanding at record date: 2,644,072 (for context on % ownership) .
Related-Party Transactions and Conflicts
- 8‑K appointment disclosure: No related‑party transactions requiring disclosure for Mr. Schillig; any future Bank loan/deposit relationships with him or affiliates will be on market terms and not involve abnormal risk .
- Proxy related‑party section highlights a personnel relationship for another director; no Schillig‑related transactions disclosed .
Insider Trading Policies and Risk Controls
- Policy prohibits trading with MNPI and trading during blackout periods .
- Code of Ethics: prohibits margin accounts; annual reporting of any credit secured by CSB stock; none reported as of 12/31/2024 .
Governance Assessment
- Strengths: Independent director with deep credit/risk and small business advisory experience; serves on risk‑critical committees (Audit and Executive/Loan); attendance robust (>75%) and engagement evidenced by multiple committee memberships; no related‑party exposures disclosed .
- Alignment considerations: Director compensation is cash‑only, with no equity grants; direct ownership is modest (<1% with 429 shares), which may provide limited equity alignment compared to peers that use equity for directors .
- Risk indicators: No pledging/hedging; no legal/SEC issues or interlocks; governance practices include independent chair, executive sessions, and formal oversight via committee charters .
Overall, Schillig’s independence, risk oversight committee roles, and clean related‑party profile support board effectiveness; the absence of equity‑based director compensation and limited share ownership modestly dampens ownership alignment signals for investors focused on pay‑for‑performance alignment .