Vikki Briggs
About Vikki Briggs
Independent director of CSB Bancorp, Inc. since 2018; age 53; B.S. in Civil Engineering from Tufts University. Background includes 16 years with Sun Life Financial and program leadership in community engagement and student consulting at The College of Wooster. Current term expires in 2026; she serves on CSB’s Nominating and Compensation Committees and chairs the Bank’s Trust Committee, with membership on the Bank’s Executive/Loan and Asset Liability Committees. The Board has affirmatively determined she is independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The College of Wooster | Associate Director of Community Engagement; Program Director, Applied Methods and Research Experience (AMRE); Consultant through Dec 2023 | Through Dec 2023 (AMRE leadership during prior years) | Directed a student consulting program focused on local and regional businesses; community relations for AMRE |
| Sun Life Financial (Wellesley Hills HQ; Cleveland office) | Various roles with increasing responsibilities | 16-year period | Marketing and business experience; details not itemized in proxy |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Great Decisions of Wayne County | Board member | Ongoing service; community involvement |
| Western Reserve Land Conservancy – Moreland Hills | Board member | Ongoing service |
| Main Street Wooster | Board member | Ongoing service |
Board Governance
- Committee assignments: CSB Nominating (member), CSB Compensation (member), Bank Trust (Chair), Bank Executive/Loan (member), Bank Asset Liability Committee (member).
- Independence: The Board determined Ms. Briggs is an “independent director” under NASDAQ rules.
- Attendance: In 2024, each director attended more than 75% of Board and committee meetings on which they served; all directors attended the 2024 annual shareholders meeting.
- Executive sessions: Non-employee directors met twice in executive session during 2024.
| 2024 Meetings (Counts) | CSB Board | Nominating | Compensation | Audit | Bank Board | Bank Executive/Loan |
|---|---|---|---|---|---|---|
| Number of meetings | 13 | 2 | 3 | 6 | 13 | 25 |
| Committee | Role |
|---|---|
| CSB Nominating | Member |
| CSB Compensation | Member; Co-signed Compensation Committee report |
| Bank Trust | Chair |
| Bank Executive/Loan | Member |
| Bank ALCO | Member |
Fixed Compensation
- Director pay is provided by the Bank (outside directors); no compensation is paid by CSB, and employee-directors receive no additional pay for Board service.
- Fee schedule: $18,000 annual cash retainer (paid quarterly); $750 per Board and committee meeting attended; Audit Committee Chair receives $1,000 per quarter; Chairman of the Board receives $3,000 per quarter; reimbursement of customary travel expenses.
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $18,000 | Paid quarterly; applies to non-employee Bank directors |
| Per-meeting fee | $750 | For each Board and committee meeting attended |
| Audit Committee Chair fee | $1,000 per quarter | Applies to Audit Chair (Briggs is not Audit Chair) |
| Chairman of the Board fee | $3,000 per quarter | Applies to Board Chairman (not Briggs) |
| Reimbursable expenses | Customary/usual travel | Outside of meeting attendance |
| Name | Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Vikki G. Briggs | 2024 | 57,750 | 0 | 57,750 |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity compensation (RSUs/DSUs/PSUs) | Not disclosed/none indicated | Director compensation section reports cash fees; no equity awards listed |
| Option awards | Not disclosed/none indicated | No director options discussed |
| Performance-based metrics tied to director pay | Not disclosed | Fee schedule is cash retainer and per-meeting fees; no metrics disclosed |
No director equity grant program or performance metric framework for directors is disclosed in the proxy; director pay appears to be cash-only.
Other Directorships & Interlocks
- Compensation Committee interlocks: During 2024, none of CSB’s named executive officers or directors were on other company boards in a way that would constitute a compensation committee interlock under SEC rules.
Expertise & Qualifications
- Education: B.S. in Civil Engineering, Tufts University (Medford, MA).
- Skills/experience: Marketing expertise; community engagement and program management; business experience from Sun Life Financial.
- Board-specific qualifications: Chairs Trust Committee; service on ALCO and Executive/Loan indicates oversight experience in wealth management and balance sheet/credit risk.
Equity Ownership
| Holder | Sole Voting Shares | Shared Voting Shares | Total Beneficial Ownership | % of Outstanding | Shares Pledged |
|---|---|---|---|---|---|
| Vikki G. Briggs | 13,586 | 1,209 | 14,795 | <1% (asterisk in proxy) | None pledged (directors/executives) |
- Shares outstanding at record date: 2,644,072 common shares (March 4, 2025).
- Hedging/pledging controls: Code prohibits maintaining securities in margin accounts; annual reporting of any credit secured by CSB stock required; none reported as of Dec 31, 2024.
Compensation Committee Analysis (Briggs is a member)
- Independence: All Compensation Committee members are independent per NASDAQ.
- Consultants: No outside executive compensation consultant engaged in 2024.
- Peer benchmarking: Committee evaluated pay using a peer set of Ohio community banks; asset sizes ~$821mm–$2.3bn; core ROAA 0.57%–0.89%; core ROAE 5.49%–12.81%. Institutions: LCNB Corporation (Lebanon, OH), Middlefield Banc Corp. (Middlefield, OH), SB Financial Group (Defiance, OH), Ohio Valley Bancorp (Gallipolis, OH), Consumers Bancorp Inc. (Minerva, OH), United Bancorp, Inc. (Martins Ferry, OH).
| Peer Group Institution | Location |
|---|---|
| LCNB Corporation | Lebanon, Ohio |
| Middlefield Banc Corp. | Middlefield, Ohio |
| SB Financial Group | Defiance, Ohio |
| Ohio Valley Bancorp | Gallipolis, Ohio |
| Consumers Bancorp Inc. | Minerva, Ohio |
| United Bancorp, Inc. | Martins Ferry, Ohio |
Governance Assessment
- Board effectiveness signals: Independent director; >75% attendance; participation in executive sessions; multiple risk-relevant committees (Trust Chair; Executive/Loan; ALCO).
- Alignment and incentives: Director compensation is cash-only with per-meeting fees; no disclosed director equity program or ownership guidelines; beneficial ownership is <1% and none pledged as collateral.
- Conflicts/related-party exposure: Proxy discloses ordinary-course lending to directors/officers on market terms and a specific related-party hire tied to another director (Baker); no related-party transactions disclosed for Briggs.
- Compensation oversight quality: Committee independence; no consultant; defined peer group and documented philosophy; Briggs co-signs Committee report.
- Additional governance items: Company recommends Say-on-Pay frequency of three years to emphasize long-term design and reduce evaluation burdens.
RED FLAGS: None disclosed specific to Briggs (no pledging, no related-party transactions, attendance above threshold). Potential alignment consideration is the absence of director equity grants or ownership guidelines in disclosed materials.