Independent
Tenure on this board
32.4 yrs
5 nominees · 3 ballot items.
Elect four Class III directors and one Class II director; ratify Crowe LLP as the independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the compensation of the named executive officers (say-on-pay).
Elect four Class III directors to three-year terms and one Class II director to a two-year term.
Ratify, on an advisory basis, the Audit Committee and Board’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy (say-on-pay).
This advisory proposal requests that shareholders approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management is asking for this advisory vote to provide shareholders with a periodic signal of support (or lack of support) for its pay practices and to comply with the Dodd-Frank mandated say-on-pay requirement. The Company’s compensation program balances short-term cash incentives tied primarily to relative ROATCE with long-term equity incentives (RSUs and PSUs) whose payouts depend on three‑year ROA performance and relative total shareholder return versus a peer group, which limits short-term risk-taking and aligns management with long-term shareholder value. The Compensation Committee retained an independent consultant, McLagan, to benchmark pay and advise on program design; the committee also maintains stock ownership guidelines, clawback policies, and other governance safeguards to mitigate excessive risk. Contextually, City delivered strong financial results in 2025 (notably ROATCE of 21.2% and net income of $130.5 million), and shareholders previously approved say-on-pay with 94.8% support in 2025, which management cites as evidence of shareholder endorsement. The vote is non-binding, so while the Board and Compensation Committee will consider the outcome when making future decisions, they retain discretion over pay design and awards. Management recommends a vote FOR because it views the program as appropriately aligned with performance, risk-managed through multi-year metrics and vesting, and supported by independent oversight. Given the company-specific features (banking regulatory sensitivity, capital and asset-quality triggers in incentive plans, and peer-relative PSU metrics), the proposal is best evaluated in the context of City’s historical pay outcomes, recent financial outperformance, and the Board’s ongoing oversight of compensation and risk controls.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.44% | 1,473,148 | $176M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.78% | 956,128 | $114M |
| 3 | STATE STREET CORP | 4.93% | 695,552 | $83M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.36% | 615,038 | $74M |
| 5 | WESTWOOD HOLDINGS GROUP INC | 4.08% | 575,096 | $69M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.51% | 495,968 | $59M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.07% | 433,052 | $52M |
| 8 | BlackRock, Inc. | 2.82% | 398,284 | $48M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.17% | 305,901 | $37M |
| 10 | CITY HOLDING CO | 1.78% | 251,211 | $30M |
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