CSB Bancorp, Inc PRE 14A, filed Mar 3, 2023
CSB Bancorp, Inc. (CSBB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
CSB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Meeting Date: |
Wednesday, April 26, 2023 |
Meeting Time: |
7:00 P.M. EDT |
Meeting Location: |
Carlisle Inn 4949 Walnut Street, Walnut Creek, OH 44687 |
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91 North Clay Street Millersburg, Ohio 44654
March __, 2023
Dear Fellow Shareholders:
The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of CSB Bancorp, Inc. (“CSB”) will be held on Wednesday, April 26th, 2023, at 7:00 P.M. EDT at the Carlisle Inn, located at 4949 Walnut Street, Walnut Creek, Ohio 44687.
The Meeting is being conducted for the following purposes:
Nominee |
Term Will Expire In: |
Robert K. Baker |
2026 |
Vikki G. Briggs |
2026 |
At the conclusion of the Annual Meeting, we will review highlights from the past year, The Commercial and Savings Bank’s 144th year of existence doing business chartered by the State of Ohio. Several of the performance highlights and matters upon which we will report are outlined on page three (3) of this proxy statement.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Please vote your shares promptly by telephone or online, or by completing, executing, and returning the enclosed proxy card by mail in the envelope provided. To vote by phone or online, please refer to the instructions on the enclosed proxy card.
Thank you for your support of CSB.
Sincerely,
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/S/ Robert K. Baker Robert K. Baker Chairman, Board of Directors |
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/S/ Eddie L. Steiner Eddie L. Steiner President & Chief Executive Officer |
Table of Contents
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BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS |
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PROPOSAL TWO — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING |
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PROPOSAL THREE — APPROVE THE AMENDMENT TO ARTICLE III, SECTION 3 OF OUR CODE OF REGUALTIONS |
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COMPANY OVERVIEW
This Company Overview provides general information about CSB Bancorp, Inc., referred to as “CSB”, “the Company”, “we”, “us”, and “our” in this proxy statement, and highlights certain information contained elsewhere in this proxy statement. As it is only a summary, please refer to the entire proxy statement and the 2022 Annual Report to Shareholders before you vote. This proxy statement and the proxy card were first mailed on March __, 2023, to shareholders entitled to vote their shares at the 2023 Annual Meeting.
CSB conducts business primarily through its wholly owned subsidiary, The Commercial and Savings Bank of Millersburg, Ohio (the “Bank”). Our mission as an independent community bank is to provide high quality financial services through valued employees, thereby meeting the needs of customers and the diverse communities we serve, while generating profit and increasing value for our shareholders. The six core values by which we operate include Profit Responsibility; Customer Service; Valued Employees; Honesty and Integrity in all our dealings; Enjoyment of work, life, and each other; and Growth of the Company and each employee.
2023 Key Accomplishments
• Record Assets of $1.2 billion • Record Deposits of $1.1 billion • Net Loans of $620 million • Record Net Income of $13.3 million • Return on Average Assets of 1.16% • Return on Average Equity of 14.04% • Record $3.5 million in cash dividends to shareholders |
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Statistics For the Six (6) Directors Serving the Past Full Year
CSB continues to make significant contributions in the communities we serve. Thirty-three (33) of CSB’s officers serve on boards of area non-profit organizations, with sixteen (16) currently serving as Chair/President, Treasurer, or Secretary of the board. Many CSB team members are involved in charitable events, local schools, and church volunteer leadership roles. Additionally, CSB donates significant dollars and in-kind contributions to various civic, educational, and not-for-profit initiatives and causes within our four-county market area.
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DATE & TIME Wednesday, April 26, 2023 7:00 P.M. EDT |
LOCATION Carlisle Inn 4949 Walnut Street, Walnut Creek, Ohio 44687 |
RECORD DATE Record holders as of March 1, 2023 are entitled to notice of, and to vote at, the Annual Meeting |
SUMMARY OF MATTERS TO BE VOTED UPON
The following table provides a summary of the items that will be voted upon by our shareholders at the Annual Meeting, along with the Board’s voting recommendations and required vote for approval. As it is only a summary, please refer to the entire proxy statement and the 2022 Annual Report to Shareholders before you vote.
Proposal No. |
Description of Proposal |
Required Vote for Approval |
Board’s Recommendation |
1 |
Election of Directors; For more information, see page 22. |
The two directors receiving the most votes will be elected. |
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2 |
The ratification of S. R. Snodgrass, P.C., as our independent auditor for the 2023 fiscal year; For more information, see page 23. |
Majority of shares properly cast on this matter. |
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To approve the adoption of the proposed amendment to Article III, Section 3 of our Code of Regulations, to comply with newly adopted Rule 14a-19, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); For more information, see page 24. |
Majority of shares entitled to vote on this matter. |
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Will transact any other business that may properly come before the Annual Meeting or any adjournment thereof.
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VOTING OF PROXY MATERIALS
Your vote is important! A majority of shares must be represented in order to hold the Annual Meeting.
You must vote by no later than 11:59 P.M. EDT on April 25, 2023, when voting electronically.
You may vote in one of the following ways:
http://www.csb1.com Select: 1. Investor Relations 2. Other Information 3. Proxy Site You will need your 15-digit control number shown on your proxy card |
CSB BANCORP, INC. 91 North Clay Street Millersburg, Ohio 44654
Complete enclosed, sign & mail |
Call the number listed on your proxy by 11:59 P.M. April 25, 2023
You will need your 15-digit control number shown on your proxy card |
If your shares are held by a broker, it is important that you provide instructions to your broker so that your vote is counted on all matters. If you wish to personally vote your broker-held shares, please obtain a legal proxy from the broker holder of record indicating that you are the beneficial owner of such shares.
You may vote, or revoke and/or change your vote, at any time and as many times as you wish prior to 11:59 P.M. EDT on April 25, 2023. If you vote more than once for any item, your most recent vote prior to 11:59 P.M. EDT on April 25, 2023, will be your vote of record prior to the Annual Meeting.
Voting in the above ways will not prevent you from attending or voting your shares at the Annual Meeting but will ensure that your shares are represented at the Annual Meeting. We encourage you to vote online or by telephone to reduce mailing and handling expenses.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 26, 2023
This proxy statement for the 2023 Annual Meeting of Shareholders and the 2022 Annual Report to Shareholders, which includes the Form 10-K for the year ended December 31, 2022, are both available at www.csb1.com using your 15-digit control number.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
When And Where Will the Annual Meeting Be Held?
Why Did I Receive These Proxy Materials?
Who May Vote at The Annual Meeting?
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What Is the Difference Between Holding Shares As A “Shareholder Of Record” And As A “Beneficial Owner?”
How Will My Common Shares Be Voted?
Will Other Matters Be Decided At The Annual Meeting?
Who Pays The Cost Of Proxy Solicitation?
May I Revoke My Proxy?
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What Constitutes A Quorum?
What Are The Voting Requirements To Elect The Directors And To Approve The Other Proposals In This Proxy Statement?
The two director nominees receiving the greatest number of votes will be elected. Broker non-votes and proxies marked “Withhold Authority” will not be counted toward the election of directors or toward the election of individual nominees and, thus, will have no effect other than that they will be counted for establishing a quorum.
Cumulative voting is not available for the other proposals referenced and described in this proxy statement. A shareholder wishing to exercise cumulative voting with respect to the election of directors must notify the President, a Vice President or the Secretary of CSB in writing before 7:00 P.M. EDT on April 24, 2023. If cumulative voting is requested and if an announcement of such request is made upon the convening of the Annual Meeting by the Chairman or the Secretary of the Annual Meeting on behalf of the shareholder requesting cumulative voting, you will have a number of votes equal to the number of directors to be elected, multiplied by the number of common shares you own, and will be entitled to distribute your votes among the candidates as you see fit. If any shareholder properly demands cumulative voting for the election of directors at the Annual Meeting, your proxy will give the individuals named on the proxy full discretion and authority to vote cumulatively, and in their sole discretion to allocate votes among any or all of the nominees for director, unless authority to vote for any or all of the nominees is withheld.
The proposal to ratify the appointment of CSB’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the votes cast on the matter at the Annual Meeting. This Proposal is considered to be a “routine” matter and, therefore, CSB does not expect any broker non-votes on Proposal Two. Abstentions will be counted as a vote cast and, thus, will have the same effect as a vote “AGAINST” Proposal Two.
The proposal to amend our Regulations requires the affirmative vote of the holders of a majority of the shares that are outstanding and entitled to vote on the matter at the Annual Meeting. The effect of an abstention or broker non-vote is the same as a vote “AGAINST” Proposal Three.
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BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 1, 2023, regarding beneficial ownership of the common shares by each director, each director nominee, each of the named executive officers of CSB appearing in the Summary Compensation Table, and all directors, and executive officers of the Company as a group. In addition, unless otherwise indicated, all persons named below can be reached at CSB Bancorp, Inc., 91 North Clay Street, Millersburg, Ohio 44654.
Number of Common Shares (1) |
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Name |
Sole Voting |
Shared Voting |
Total |
Percent of Outstanding (2) |
Robert K. Baker |
19,954 |
18,577 |
38,531 |
1.4% |
Vikki G. Briggs |
11,357 |
1,209 |
12,566 |
* |
Julian L. Coblentz |
11,525 |
- |
11,525 |
* |
Cheryl M. Kirkbride |
2,292 |
805 |
3,097 |
* |
Jeffery A. Robb, Sr. |
6,350 |
- |
6,350 |
* |
Eddie L. Steiner |
42,452 |
6,667 |
49,119 |
1.8% |
Paula J. Meiler |
30,027 |
- |
30,027 |
1.1% |
Brett A. Gallion |
3,915 |
- |
3,915 |
* |
All current directors and executive officers (8 persons) |
127,872 |
27,258 |
155,130 |
5.8% |
* Indicates less than 1% beneficial ownership of the total of common shares outstanding as of March 1, 2023.
(1) The amounts shown represent the total outstanding common shares beneficially owned by the individuals as of March 1, 2023. Unless otherwise indicated, each individual has sole voting and investment power with respect to the common shares indicated.
(2) None of the shares reported are pledged as security. For all directors and executive officers, the percentage of common shares owned is based upon 2,680,625 common shares issued and outstanding on March 1, 2023.
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NOMINEES FOR ELECTION AS DIRECTORS
Term Expiring in 2023
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Robert K. Baker Age 68
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Mr. Baker has served as a director of CSB and the Bank since 2001, is Chairman of the Board, Chairman of the Nominating Committee, and a member of the Audit and Compensation Committees. The Company has designated Mr. Baker as an “audit committee financial expert.” Mr. Baker also chairs the Executive/Loan Committee of the Bank. Mr. Baker served as Chairman of the Board of CSB from 2003 through April 2007 and since 2016. Mr. Baker is currently Co-owner/Assistant Secretary/Treasurer of Bakerwell Inc., Baker Boys Inc. and associated companies with Bakerwell. The Bakerwell companies are in the oil and gas development, production, and service industry. Mr. Baker obtained a Bachelor of Business Administration from The Ohio State University and maintains an inactive certified public accounting license in the state of Ohio. Mr. Baker currently serves as Chairman of the Consumers Gas Cooperative and as a director of the following boards: Holmes County Airport Authority, and The Foundation for Hospital Art. Mr. Baker has previously served the community as a member of the local school board, as a director of the Pomerene Hospital Foundation, and as Treasurer/director of the Historic Downtown Millersburg Association. Mr. Baker’s education and experience in the field of accounting and business ownership experiences in the north central Ohio business market, his leadership and governance experience in the region, as well as his experience as a director of CSB, allow him to provide continued financial and bank specific expertise to the Board of Directors, and accordingly the Board of Directors has nominated him for reelection.
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Vikki G. Briggs Age 51
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Ms. Briggs has served as a director of CSB and the Bank since 2018. She serves on CSB’s Nominating and Compensation Committees, is Chair of the Bank’s Trust Committee and a member of the Executive/Loan and Asset Liability Committees. Ms. Briggs currently serves as a consultant to The College of Wooster in the area of community engagement. Previously, Ms. Briggs served as the Associate Director of Community Engagement/and Program Director of the Applied Methods and Research Experience (“AMRE”) at the College of Wooster, with responsibility for community relations of the AMRE program and directing a student consulting program focused on local and regional businesses. Ms. Briggs was also previously associated with Sun Life Financial at its headquarters located in Wellesley Hills, Massachusetts, and its Cleveland, Ohio, office over a sixteen-year period with increasing responsibilities. Ms. Briggs obtained a Bachelor of Science in Civil Engineering degree from Tufts University located in Medford, Massachusetts. Ms. Briggs currently serves on the following boards: Great Decisions of Wayne County, and Main Street Wooster. Ms. Briggs’s education, community involvement, and marketing expertise allow her to provide continued business expertise to the Board of Directors, and accordingly the Board of Directors has nominated her for reelection. |
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DIRECTORS CONTINUING IN OFFICE
Term Expiring in 2024
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Julian L. Coblentz Age 44
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Mr. Coblentz has served as a director of CSB and the Bank since 2015 and is Chair of the Compensation Committee and a member of the Executive/Loan Committee. He also serves as Chair of the Bank’s Asset Liability Committee and member of the Trust Committee. Mr. Coblentz has worked for Coblentz Distributing, Inc. dba Walnut Creek Foods since 2002, where he currently serves as the Chief Executive Officer with his appointment to that role in January 2023. Prior to that appointment, Mr. Coblentz held the title Chief Operating Officer and Vice President of Distribution and Business Development. supporting long-term planning and business strategy, people development, and operational refinements throughout the organization. Mr. Coblentz is a co-owner/President of Mudd Valley Foods and owner/President of Ten Talents. From 2000 to 2002, Mr. Coblentz maintained his Series 7 and Series 63 Securities Licenses while working as a financial advisor in the trust and brokerage department at the Bank. Mr. Coblentz is a lifelong resident of Holmes County. Mr. Coblentz holds a B.A. from Malone College (now University) with a major in Commercial Music Technology and a minor in Business Administration as well as a Lean Six Sigma Black Belt from Kent State University. Mr. Coblentz is a past Trustee of the Holmes County Education Foundation. Mr. Coblentz’s education, experiences in the banking industry, leadership experiences in private business, and his knowledge of local business enable him to provide continued expertise to the Board of Directors.
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Eddie L. Steiner Age 67
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Mr. Steiner has served as a director of CSB and the Bank since 2001. He is a member of the Bank’s Executive/Loan, Asset Liability, and Trust Committees. Mr. Steiner has been President and Chief Executive Officer of CSB since 2006, Chairman of the Bank’s board of directors since 2006, and President and Chief Executive Officer of the Bank since December 2011. Mr. Steiner serves as a Class A director of the Federal Reserve Bank of Cleveland and chair of their Audit Review Committee. He also served as a director of the Ohio Bankers League. Mr. Steiner is a director, member of the Investment Committee and chair of the Audit Committee of the WRG Mutual Insurance Holding Company fna Western Reserve Group, a property and casualty mutual insurance company located in Wooster, Ohio. Mr. Steiner serves on the Wayne Economic Development Council Board of Directors Executive Committee, Main Street Wooster board of trustees, and Heartland Education Community, Inc. Mr. Steiner is a member of the Bankers Electronic Crimes Task Force, convened by the Conference of State Bank Supervisors. Mr. Steiner served on the Banking Commission for the State of Ohio from May 2013 through December 2018. Mr. Steiner also previously served as a member of the Community Depository Institutions Advisory Council for the Board of Governors of the Federal Reserve System, and as a member of the Community Depository Institutions Advisory Council for the Federal Reserve Bank of Cleveland, including three years as chair of that council. Mr. Steiner is a licensed certified public accountant in the state of Ohio and a graduate of the ABA Stonier Graduate School of Banking. Mr. Steiner’s education and experiences in the banking and financial services industries, as well as his business leadership experiences and skills, enable him to provide continued business and leadership insight to the Board of Directors. |
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DIRECTORS CONTINUING IN OFFICE
Term Expiring in 2025
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Cheryl M. Kirkbride Age 53
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Ms. Kirkbride has served as a director of CSB and the Bank since 2018. She serves on CSB’s Audit Committee, as well as the Bank’s Asset Liability, Nominating, and Executive/Loan Committees. Ms. Kirkbride is a Partner at the Kropf Wagner Law Firm, LLP, in Orrville, Ohio where she has worked since 1992. She also currently serves the City of Orrville as its Law Director and has served in this capacity since 2012. Ms. Kirkbride and her husband own The Inn at Walnut Creek in Walnut Creek, Ohio. She is a past board President of the Orrville Area Boys and Girls Club Board of Directors, a Wayne County Community Foundation trustee, President of the Wayne County Volunteer Guardianship Association and a Wayne Holmes Estate Planning Council Board member. Ms. Kirkbride obtained a B.A. in English from John Carroll University, a teaching certificate from the College of Wooster and graduated magna cum laude from the University of Akron School of Law. Ms. Kirkbride previously served on the Board of Trustees for the Orrville Public library and the Orrville Area Development Foundation. Ms. Kirkbride’s experience as an attorney, business activities, and knowledge of the business community enables her to provide continued legal and business insight to the Board of Directors.
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Jeffery A. Robb, Sr. Age 73
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Mr. Robb has served as a director of CSB since 2001. He is Chairman of the Audit Committee and a member of the Bank’s Executive/Loan and Asset Liability Committees. CSB has designated Mr. Robb as an “audit committee financial expert.” Mr. Robb is currently Chief Executive Officer of Robb Companies, Inc., a family-owned corporation that operates Robbco - LLC dba Robbco Marine/Ohio Yamaha, and Robbco Dock Services located in Hebron, Ohio. The privately owned companies specialize in marine business serving the greater Buckeye Lake Region in Ohio. Mr. Robb maintains an inactive certified public accounting license in the state of Ohio, is a former director of the Federal Reserve Bank of Cleveland and former executive director of the Community Bankers Association of Ohio. Mr. Robb is the retired president and chief executive officer of Proctor, Robb and Company, CPA, an accounting firm that specialized in providing audit, tax, management expertise and consulting services to community banks, thrifts and credit unions in Ohio, Michigan, Indiana, and West Virginia. Mr. Robb’s prior military service includes serving in the United States Army as an Armor Officer and he is a Vietnam Veteran. Mr. Robb’s educational background in accounting and his professional experiences as an executive officer, director and bank service provider allow him to provide continued financial and bank specific expertise to the Board of Directors.
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MEMBERSHIP AND MEETINGS OF THE BOARD AND ITS COMMITTEES
In 2022, each director attended more than 75% of the total number of meetings of the Board and the committees on which they served. All of the directors attended the 2022 annual shareholder meeting. Current committee membership for both CSB and the Bank, and the number of meetings of the full Board and each committee in 2022, are shown in the table below.
Name |
CSB Bancorp, Inc. Board |
Nominating |
Compensation |
Audit |
Bank Board |
Bank Executive/Loan |
Mr. Baker |
Chair |
Chair |
Member |
Member |
Member |
Chair |
Ms. Briggs |
Member |
Member |
Member |
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Member |
Member |
Mr. Coblentz |
Member |
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Chair |
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Member |
Member |
Mr. Robb |
Member |
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Chair |
Member |
Member |
Mr. Steiner |
Member |
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Chair |
Member |
Ms. Kirkbride |
Member |
Member |
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Member |
Member |
Member |
Number of 2022 meetings |
13 |
2 |
3 |
6 |
13 |
26 |
The Board of Directors has affirmatively determined that each of the following directors are “independent directors” under the rules of The NASDAQ Stock Market LLC (the “NASDAQ”): Mr. Baker, Ms. Briggs, Mr. Coblentz, Ms. Kirkbride, and Mr. Robb.
Board Leadership Structure and Role in Risk Oversight
Robert K. Baker is the Chairman of the Board of Directors of CSB. Mr. Baker chairs the meetings of the Board of directors and the annual meeting of shareholders. In his role, he has the authority to call meetings of the outside directors and lead executive sessions of the outside directors. Eddie L. Steiner is the Chairman of the Board of the Bank and Chief Executive Officer and President of the Company and the Bank. The Board of Directors believes Mr. Steiner’s role is to identify CSB’s strategic priorities and lead Board discussions on the execution of Company strategy. The Board of Directors believes that it is beneficial to have an independent Chairman with the sole job of leading the Board, while allowing the President/CEO to focus his efforts on the daily management of the Company. The separation of the Chief Executive Officer and the Company’s Board chair position within its leadership structure appropriately balances the promotion of CSB’s strategic development with the Board’s management oversight function. The Board of Directors also believes its leadership structure has created an environment of open and efficient communication between the Board and management, enabling the Board to maintain an active and informed role in governance of risk management by being able to monitor and provide direction on those matters that may present significant risks to CSB.
Although CSB does not have a formal hedging policy, its Code of Ethics prohibits any director, officer, or employee from maintaining securities in a margin account. Further, all directors, named executive officers, and senior officers are required annually to report to the Board any credit secured by CSB stock, and there was none reported as of December 31, 2022.
The Board of Directors’ role in CSB’s risk management process includes reviewing regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, and strategic risks. The Board of Directors reviews these reports to enable it to understand and assess CSB’s risk environment, risk management and risk mitigation strategies. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of both management and the Board also have responsibility for risk management. The Audit Committee assists the Board of Directors in its oversight of CSB’s accounting and financial reporting processes. The Compensation Committee oversees the management of risks relating to executive and non-executive compensation plans and arrangements. The Nominating Committee serves in a Board governance role and annually reviews the composition of the Board and its committees, the performance of the Board’s committees, and directors with expiring terms. Additionally, the Nominating Committee determines desired and requisite skills and attributes to be represented among directors and authorizes, oversees, and conducts any searches for prospective Board members. While each committee oversees certain risks and the management of such risks, the entire Board of Directors is regularly informed of such risks through committee reports and discussion in Board meetings and executive sessions of the Board.
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Executive Sessions
The non-employee directors of the Board meet periodically in executive session to discuss issues related to management, personnel and any other matters deemed appropriate by the non-employee directors. During 2022, the non-employee directors met twice in executive session.
Directors’ Compensation
Each director of CSB also serves as a director of the Bank. Outside directors of the Bank are compensated for Board and committee meetings. Directors receive no compensation from CSB. Directors who are employees receive no additional compensation for serving on the Board or its committees. The Bank provides non-employee directors the following cash compensation:
The following table sets forth compensation information for each of the non-employee directors of CSB and the Bank during the year ended December 31, 2022:
Name |
Fees Earned or Paid in Cash ($) |
All Other Compensation ($) |
Total ($) |
Mr. Baker |
$68,250 |
$- |
$68,250 |
Ms. Briggs |
57,750 |
- |
57,750 |
Mr. Coblentz |
45,000 |
- |
45,000 |
Ms. Kirkbride |
56,250 |
- |
56,250 |
Mr. Robb |
58,750 |
- |
58,750 |
Committees of the Board of Directors
The Board has three standing subcommittees, the Audit Committee, Nominating Committee, and the Compensation Committee. Each of those committees has a charter with designated responsibilities and each committee functions as described in further detail below.
The Board meets as needed to attend to any business necessitating action between regularly scheduled meetings. Accordingly, the Board has not designated any committee to act on its behalf between regularly scheduled meetings.
In addition to the Board’s three standing committees, the Bank has an Executive/Loan Committee, comprised solely of directors of the Company Board. This bank-level committee’s duties and activities are further described below.
Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee the accounting and financial reporting processes of CSB. All members of the Audit Committee are independent directors, as defined by the NASDAQ listing requirements. Among other things, the Audit Committee is responsible for the engagement of independent auditors, reviewing with the independent auditors the plans and results of the audit, and reviewing the adequacy of internal accounting controls. The Board of Directors has determined that Messrs. Baker and Robb meet the requirements of an “audit committee financial expert” as defined by the Commission. Mr. Baker acquired these attributes through education and his experience as a certified public accountant and as a Controller within private industry. Mr. Robb acquired these attributes through education and his experience in the banking industry and as a certified public accountant. The Audit Committee operates under a written charter, which is reviewed annually by the Committee and the Board and is available on the Company’s website at www.csb1.com, under the Investor Relations/Corporate Governance/Governance Documents tabs.
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Nominating Committee
CSB has a Nominating Committee, which recommends to the Board the nominees for election as directors. The Nominating Committee will consider candidates for nomination as a director who are recommended by shareholders, directors, and other sources. Under the terms of the Nominating Committee Charter, the Nominating Committee is responsible for ensuring that the Board and its committees are appropriately constituted in order that the Board may effectively meet its fiduciary and other obligations to the shareholders and to the Company. The Nominating Committee develops and recommends to the Board the Corporate Governance guidelines. The Committee is responsible for the selection of individuals for nomination to the Board of Directors and considering incumbent directors for nomination and re-election.
In considering and evaluating potential candidates for positions on the CSB Board of Directors, and consistent with its charter, the Nominating Committee considers, among other things: (i) the potential candidates’ knowledge of the communities in which CSB and the Bank operate; (ii) their experience and any special business, financial, or other expertise; (iii) their reputation for honesty and integrity; and (iv) their ability to provide independent and objective oversight and supervision for matters which may impact CSB and the Bank. The Nominating Committee also considers applicable requirements of CSB’s Regulations and requirements of applicable law and regulations with respect to evaluating potential candidates, as well as other matters which the Nominating Committee deems appropriate in light of the specific circumstances and the potential candidate. To that end, the Nominating Committee may conduct its own analysis and may also seek information from a variety of outside sources in order to ascertain whether a potential candidate meets the referenced criteria.
The Nominating Committee utilizes the same standards and criteria in considering and evaluating potential candidates for positions on the Board of Directors who are recommended by shareholders, when appropriate. The Nominating Committee currently does not have a diversity statement within its charter. Although CSB does not have a specific diversity policy for director candidates, it is the policy of the Nominating Committee that nominees for director should have a diversity of viewpoints, background, experience, and skills. Each of the members of the Nominating Committee are “independent,” as defined by the NASDAQ listing requirements. The Nominating Committee operates under a written charter, which is reviewed annually by the Committee and the Board of Directors and is available on the Company’s website at www.csb1.com, under the Investor Relations/Corporate Governance/Governance Documents tabs.
Compensation Committee
The Compensation Committee is responsible for overseeing the administration of the Company’s compensation philosophy for appropriate levels of compensation and benefits for directors, officers, and employees of CSB. All members of the Compensation Committee are considered “independent” for purposes of the NASDAQ listing requirements. The Compensation Committee operates under a written charter, which is reviewed annually by the Committee and the Board of Directors and is available on the Company’s website at www.csb1.com, under the Investor Relations/Corporate Governance/Governance Documents tabs.
Pursuant to the terms of its charter, the Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to its chairperson or a subcommittee of at least two members of the Compensation Committee except such powers and authorities required by law or regulation to be exercised by the whole Committee. The Compensation Committee may invite such members of management to its meetings as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. Pursuant to its charter, the Compensation Committee has the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. Executive sessions, excluding the chief executive officer, are held in conjunction with his annual performance and compensation review to ensure open dialogue and discussion.
Additional discussion of the Compensation Committee’s role is set forth in the Discussion of Executive Compensation Programs section of this proxy statement beginning on page 16.
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Bank Executive/Loan Committee
The Bank Board’s Executive/Loan Committee meets throughout the year to monitor the lending activities of the Bank and help ensure that such activities are conducted in a manner consistent with the Bank’s credit policy. As credit risk represents the major risk component within the Bank, the Executive/Loan Committee oversees management’s implementation and enforcement of the Bank’s credit risk management framework.
Additional Committees of the Bank Board
During 2022, the additional committees of the Bank Board included Asset Liability Committee (ALCO), responsible for monitoring balance sheet structures and performance, and Trust Committee, responsible for monitoring the Bank’s wealth management function. Director Coblentz served as Chair of ALCO and Ms. Briggs served as Chair of the Trust Committee.
The Nominating Committee of the Board of Directors will consider recommendations for nominations to serve as a director received from shareholders in accordance with CSB’s Regulations. Shareholder recommendations for nomination should be submitted in writing to Ms. Peggy L. Conn, Secretary, CSB Bancorp, Inc., 91 North Clay Street, Millersburg, Ohio 44654. The recommendation must be provided to CSB in writing not less than 14 nor more than 50 days prior to the date of the Annual Meeting. The recommendation should also include the name, age, business address, residence address, principal occupation, and number of shares of CSB beneficially owned by the recommended candidate for nomination. Shareholder recommendations must also include the information that would be required to be disclosed in the solicitation of proxies for the election of directors under the federal securities laws. CSB may also require any nominee to furnish additional information regarding the eligibility and qualifications of the candidate recommended.
EXECUTIVE OFFICERS
The following are the executive officers of CSB, other than Mr. Steiner, all of whom are employed full-time in service to the Company or The Commercial & Savings Bank. Each executive is appointed annually by, and serves at the pleasure of, the Board of Directors of CSB. This table lists each executive officer’s age as of March 1, 2023.
Name |
Age |
Positions Held with CSB and The Commercial & Savings Bank |
Paula J. Meiler |
68 |
Senior Vice President and Chief Financial Officer of CSB since 2004; Senior Vice President and Chief Financial Officer of the Bank since 2004. |
Brett A. Gallion |
35 |
Executive Vice President, Chief Operating Officer and Chief Information Officer of the Bank since December 2020; Senior Vice President since October 2018; Senior Vice President and Senior Operations and Information Officer of the Bank since February 2016; joined the Bank in 2004. |
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DISCUSSION OF EXECUTIVE COMPENSATION PROGRAMS
The following discussion provides information regarding the compensation programs for CSB’s named executive officers, including: (i) the overall objectives of the Company’s compensation programs; (ii) the material elements and factors of CSB’s compensation programs; and (iii) a discussion of the Compensation Committee’s determinations during 2022 regarding such individuals. For 2022, CSB’s named executive officers were Eddie L. Steiner, Paula J. Meiler, and Brett A. Gallion
The specific amounts paid or payable to the named executive officers are disclosed in the tables and narrative beginning on page 20 of this proxy statement. The following discussion cross-references those specific tabular and narrative disclosures where appropriate.
Compensation Philosophy and Objectives
The Compensation Committee believes it is necessary to establish compensation programs and related opportunities that are attractive, motivating, and rewarding to high quality executives, managers, and staff in order to manage and grow a well-run financial services organization. These programs and opportunities must be balanced with their cost to CSB and its shareholders. In order to arrive at the appropriate balance, CSB has established the following compensation philosophy and guidelines for its overall compensation program:
Compensation Committee Decision-Making Process
The Compensation Committee oversees the compensation of CSB’s named executive officers and establishes the Company’s overall compensation philosophy and objectives. In addition, the Compensation Committee evaluates and assesses the design of CSB’s compensation and benefit programs and monitors external market pay levels and practices to determine appropriate compensation adjustments and future compensation decisions. The Compensation Committee also reviews and approves incentive award opportunities, actual bonus payments, award grants, and performance evaluations. The Committee recommends to the Board of Directors approval and implementation of material changes to CSB’s compensation programs. The Compensation Committee assesses such compensation programs within the context of applicable regulatory guidance, with the goal of establishing appropriate incentives to attract and retain talented executives and align their interests with established current and long-term objectives of CSB without incenting undue risk.
Outside Executive Compensation Consultants
Neither the Compensation Committee nor management engaged an outside executive compensation consultant in 2022.
Page 16
Peer Group Evaluation
Total compensation for the named executive officers is comprised of base salaries, annual cash incentive awards, retirement plan contributions, severance protection, long-term equity awards and other benefits and perquisites. To determine compensation levels for the named executive officers, as well as other officers, the Compensation Committee reviews compensation survey data from independent sources to ensure the total compensation program is competitive. Specifically, during 2022, with the participation of CSB’s management, including the Company’s Chief Executive Officer, the Compensation Committee evaluated its pay practices for both directors and the named executive officers including but not limited to comparison within the following similarly situated financial institution 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 Bancshares Inc. |
Columbus Grove, Ohio |
United Bancorp, Inc. |
Martins Ferry, Ohio |
At the end of 2022, each of the financial services institutions listed above were publicly traded institutions ranging in size from approximately $757 million in assets to $1.9 billion in assets, core ROAA of 0.95% to 1.18%, core ROAE of 9.86% to 17.70%, and were located and doing business primarily in Ohio.
2022 Named Executive Officer Compensation
Base Salary
The purpose of the base salary program is to pay for the qualifications, experience, and marketability of the position consistent with market practices. A pay range for each position is established around the median of the market rate paid for comparable positions by similarly sized financial institutions. Individual pay within the range is determined by executive performance, job proficiency and contributions over a period of years. For 2022, the base salary levels for all CSB named executive officers were below the median of base salaries of peers in other similar-sized financial organizations.
Pay adjustments are tied directly to CSB’s performance appraisal process, which evaluates the employee on a series of performance criteria. This process is used for all CSB employees, including the named executive officers. Pay adjustments are typically made annually. In addition to these performance-based base pay adjustments, it is periodically necessary to make additional market adjustments in those instances where market base salary levels move faster than anticipated or where additional duties and responsibilities are added to the job.
Each outside director annually completes a survey of the Chief Executive Officer’s performance and objectives for the coming year. The Compensation Committee reviews all director submissions and the Chairman of the Compensation Committee or CSB’s Board Chairman, or both in concert, then conduct a performance review meeting annually with the Chief Executive Officer. The Chief Executive Officer follows a similar process in annually reviewing the performance of and establishing coming year objectives for each of the Chief Executive Officer’s direct reports.
The amount of a named executive officer’s base salary is the reference point for much of the other compensation. For example, the relative ranges of potential annual incentive awards for executives are fairly proportionate to the named executive officers’ respective base salaries. In addition, base salary is one component of the contribution formula under CSB’s 401(k) and profit-sharing plan and the key component in the Company’s severance and change in control agreement.
Page 17
Annual Incentive
The purpose of the annual incentive program is to focus executives on achieving and possibly exceeding CSB’s annual performance objectives consistent with safe and sound operations of the Company and the Bank. In 2022, the performance expectations were established around the attainment of specific performance ratios, performance to current year financial plan, and satisfactory compliance with regulatory and audit reviews as well as consideration of the potential impact of executives’ actions on safe and sound operations and appropriate risk management controls.
Each component of the annual incentive program has a separate measurement. Annual incentive opportunities are paid in cash after the attainment of objectives are determined by the Compensation Committee. The Compensation Committee retains the flexibility to make discretionary adjustments to the incentive payout up or down based on performance that may be subjective. This discretion is not used to change the targets under the program.
The target annual incentive opportunity during 2022 was 30% of actual base salary for each named executive officer. CSB’s budgeted net income was $11.0 million, budgeted return on average assets (ROAA) was 0.95%, budgeted return on average equity (ROAE) was 11.01% and the budgeted efficiency ratio was less than 63.96%. The Company’s actual results were as follows: net income $13.3 million, ROAA 1.16%, ROAE 14.04% and efficiency ratio 59.70%. The above actual results equaled 107%-128% of plan at CSB.
Retirement and Other Post-Employment Benefits
CSB maintains The Commercial & Savings Bank 401(k) Retirement Plan, (the “401(k) Plan”), a qualified 401(k) and a profit-sharing plan. The 401(k) Plan provides a 100% company match of participant contributions up to a maximum of 4% of each participant’s annual qualified compensation. There is also a discretionary profit-sharing contribution, and the amount may vary directly with CSB profits. The profit-sharing contribution is targeted at 3% and applies equally to the qualifying compensation of all employees. The 401(k) Plan provides investment alternatives in the following categories: CSB stock, and the following categories of mutual funds: large, small, and mid-cap, indexed, growth, target date, bond, and money market funds.
CSB maintains The Commercial & Savings Bank Deferred Compensation Plan (the “DCP Plan”), a nonqualified deferred compensation plan. A participant may elect to defer up to 75% of his or her base compensation. The deferral becomes a general liability of the Bank, with the Bank crediting the five-year U.S. Treasury rate quarterly.
Other Benefits and Perquisites
All CSB employees, including the named executive officers, are eligible to participate in a comprehensive benefits program, which includes health and welfare, disability, and vacation benefits that are not required to be reported in the tables that follow. Additionally, certain consumer and mortgage loans granted by the Bank to directors, officers and all employees receive a 1% reduction to the standard loan interest rate during the period of service to CSB or the Bank.
Employment Contracts and Other Arrangements
An employment agreement dated August 9, 2004, was entered into with Paula J. Meiler providing, among other things, for employment of Ms. Meiler as Senior Vice President and Chief Financial Officer of CSB and the Bank pursuant to the terms of the agreement. The agreement was for a two-year term with annual renewals commencing at the second anniversary and provides for compensation to Ms. Meiler consisting of an annual base salary of $100,000, a bonus to be paid at the discretion of the Board of Directors, vacation, benefits, and certain stock options. The agreement was amended on August 9, 2007, to provide that the agreement be for a two-year term, with annual renewals commencing August 9, 2008. In the event that Ms. Meiler’s employment is terminated without “cause” (as defined in the agreement), the agreement entitles her to a severance payment equal to the unpaid amount otherwise due under the agreement plus six months of the base salary in effect on the date of termination and limited continued benefits for a six-month period. The agreement also contains a “non-compete” provision, prohibiting Ms. Meiler from competing under terms defined by the agreement for a period of one year following the date of termination of the agreement, as well as a “change in control” provision, which provides Ms. Meiler with certain benefits, including continuation of compensation, stock options, and certain health benefits for stated periods following a “change in control” as defined therein and termination of employment within a 90-day period before or after such “change in control.” Such “change in control” benefits are subject to being reduced so that no “excess parachute payment” (as defined in Section 280G (b)(l) of the Internal Revenue Code of 1986, as amended) is received by Ms. Meiler.
Page 18
Potential Payments upon Termination or Change in Control
The following sets forth the benefits that could be paid to Ms. Meiler upon various termination events, which would only be known at the time that the benefits become payable.
If Ms. Meiler’s employment had been terminated following a “change in control” as of December 31, 2022, Ms. Meiler would have been entitled to a cash severance of $364,000 (2x base salary) and medical benefits of $4,670 (1 year). If Ms. Meiler’s employment had been terminated “without cause” as of December 31, 2022, Ms. Meiler would have been entitled to a cash severance of $384,500 (base salary unpaid under the agreement plus 6 months) and medical benefits of $2,335 (6 months).
Ms. Meiler’s employment agreement does not provide for any additional payments or benefits for death, disability, voluntary termination of employment by the executive or involuntary termination by the Company for cause. Under those scenarios, Ms. Meiler is only entitled to her accrued and unpaid obligations, such as salary and unused vacation.
CEO Pay Ratio
Our CEO to median employee pay ratio is calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining the 2022 total compensation for all individuals, excluding our CEO, who were employed by us on December 17, 2022, the last day of our payroll year. We included all employees, whether employed on a full-time, part- time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to total compensation, and we did not annualize the compensation for any employees that were not employed by us for all of 2022.
After identifying the median employee based on total compensation, we calculated annual total compensation for such employee using cash compensation reported on the employee’s W-2 for 2022, 401(k) profit sharing payable December 31, the 401(k) match and group term life insurance.
The annual total compensation for fiscal year 2022 for our CEO was $402,866 and for our median employee it was $48,063. The resulting ratio of our CEO’s pay to the pay of our median employee for 2022 is 8.38 to 1.
Oversight and Risk Management of Compensation Programs
The Compensation Committee oversees the implementation and enforcement of the policies, procedures and practices related to the various compensation programs as part of its duties. The Compensation Committee monitors the compensation policies to ensure that the compensation packages offered to its employees and executive officers do not present such individuals with the incentive to engage in excessive or inappropriate risk-taking activities.
The Compensation Committee believes that the current compensation structure for employees and executive officers does not encourage unnecessary or excessive risk taking to the extent that it would be reasonably likely to lead to a material adverse effect. It is the opinion of the Compensation Committee that the current compensation program appropriately balances risk and the desire to focus on the short-term and the long-term goals of CSB and does not encourage unnecessary or excessive risk taking.
THE COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing Executive Compensation Programs with CSB’s management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Discussion of Executive Compensation Programs be included in CSB’s proxy statement and Annual Report on Form 10-K for the year ended December 31, 2022.
The Compensation Committee:
Julian L. Coblentz, Chairman
Robert K. Baker
Vikki G. Briggs
Page 19
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning the compensation paid or accrued by CSB and its subsidiaries to or on behalf of its named executive officers. The table shows the compensation attributable to CSB’s named executive officers during 2022 and 2021.
Summary Compensation Table
Name and Principal Position |
Year |
Salary |
Bonus |
All Other Compensation |
Total |
Eddie L. Steiner, President and CEO; Chairman, CEO and President of The Commercial & Savings Bank |
2022 |
$299,039 |
$90,000 |
$22,899(1) |
$411,938 |
2021 |
275,000 |
80,000 |
21,086 |
376,086 |
|
Paula J. Meiler, Senior VP and CFO |
2022 |
181,497 |
65,000 |
21,494(2) |
267,991 |
2021 |
168,920 |
51,000 |
16,796 |
236,726 |
|
Brett A. Gallion, Executive VP and COO and CIO of The Commercial & Savings Bank |
2022 |
205,655 |
65,000 |
19,887(3) |
290,542 |
2021 |
176,818 |
56,000 |
16,801 |
249,619 |
NONQUALIFIED DEFERRED COMPENSATION
Name |
Executive Contributions in Last FY ($) |
Registrant Contributions in Last FY ($) |
Aggregate Earnings in Last FY ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FYE ($) |
Eddie L. Steiner President and CEO |
$ - |
$ - |
$ - |
$ - |
$ - |
Paula J. Meiler Senior VP and CFO |
16,335 |
- |
954 |
- |
42,461 |
Brett A. Gallion, Executive VP and COO and CIO |
- |
- |
- |
- |
- |
The Deferred Compensation Plan allows eligible individuals, officers of Vice President or above, to make an irrevocable election to defer a portion, not to exceed 75% of his or her base compensation prior to December 31 of the preceding year. Interest is calculated and credited quarterly based on the rate of return on the five-year U.S. Treasury. Distributions commence in the event of a participant’s termination, death or total and permanent disability. Account balances may be distributed in a lump sum or if elected in annual installments, not to exceed 10.
Page 20
PAY VERSUS PERFORMANCE DISCLOSURE
Pay versus Performance Table
The table below provides information concerning total compensation and compensation actually paid to our Chief Executive Officer, also known as Principal Executive Officer (PEO), during the fiscal years ended December 31, 2022, and 2021. Total compensation and compensation actually paid is provided, as an average, for other named executive officers (NEOs). The Company qualifies as a Smaller Reporting Company.
Year |
Summary Compensation Table Total for PEO (1) |
Compensation Actually Paid to PEO (2) |
Average Summary Compensation Table Total for Non-PEO NEOs |
Average Compensation Actually Paid to Non-PEO NEOs (2) |
Value of Fixed $100 Investment Based On Total Shareholder Return |
Net Income 000’s |
Earnings per Share |
2022 |
$411,938 |
$411,938 |
$279,267 |
$279,267 |
$105 |
$13,313 |
$4.91 |
2021 |
376,086 |
376,086 |
243,173 |
243,173 |
111 |
10,837 |
3.97 |
REPORT OF THE AUDIT COMMITTEE
The following Audit Committee Report is provided in accordance with the rules and regulations of the Commission. The Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the Board of Directors of CSB. Management of CSB is responsible for CSB’s reporting process, including its system of internal control, and for the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles. CSB’s auditors are responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes.
The Audit Committee has reviewed and discussed with S.R. Snodgrass, P.C. (“Snodgrass”), CSB’s independent registered public accounting firm for the year ended December 31, 2022, the matters required to be discussed by the Statement on Auditing Standards No. 1301, Communications with Audit Committees, as amended. The Audit Committee also has received the written disclosures and the letter from the independent accountants, as required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Snodgrass its independence. Based on the foregoing discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in CSB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission.
The Audit Committee:
Jeffery A. Robb, Sr., Chairman
Robert K. Baker
Cheryl M. Kirkbride
Page 21
PROPOSAL ONE — ELECTION OF DIRECTORS
CSB’s Regulations provides that its business shall be managed by a board of directors of not less than three and not more than twenty-five persons, and that such directors shall be divided into three classes, as nearly equal in number as possible, and have set terms of three years. In accordance with CSB’s Regulations, the Board of Directors has currently established the number of directors at six.
The Board of Directors has nominated Robert K. Baker and Vikki G. Briggs to serve until the 2026 Annual Meeting of Shareholders, and until their respective successors are elected and qualified. Mr. Baker and Ms. Briggs are each incumbent directors whose present terms expire at the Annual Meeting.
Assuming that at least a majority of the issued and outstanding common shares are present at the Annual Meeting so that a quorum exists, the two nominees for director of CSB receiving the most votes will be elected. Shareholders have the right to vote cumulatively in the election of directors. In order to exercise the right to vote cumulatively, a shareholder must give written notice to the President, a Vice President or the Secretary of CSB not less than forty-eight hours before the time fixed for the Annual Meeting, and the shareholder’s demand for cumulative voting must be announced at the commencement of the Annual Meeting by or on behalf of the shareholder. If cumulative voting is elected, a shareholder may cast as many votes in the election of directors as the number of directors to be elected, multiplied by the number of shares held. If cumulative voting is exercised, the proxies named in the proxy card will cast the votes they hold as proxy in a manner to elect as many of the Board’s nominees as possible. If one or more of the nominees should, at the time of the Annual Meeting, be unavailable or unable to serve as a director, the common shares represented by proxy will be voted to elect the remaining nominees and any substitute nominees designated by the Board of Directors. As of the date of this proxy statement, the Board of Directors knows of no reason why any of the nominees will be unavailable or unable to serve.
On pages 9 through 11 of this proxy statement is a brief description, as of March 1, 2023, of each nominee for election as a director and of each director whose term will continue after the Annual Meeting, regarding the age, principal occupation or employment, other affiliations, and business experience at least during the last five years for such persons. In addition, the information provides the Nominating Committee’s evaluation regarding re-nomination of each of the director nominees and the key attributes, skills, and qualifications presented by each director nominee and the continuing directors.
The Board of Directors Recommends That Shareholders Vote “FOR” The Election of The Nominees.
Page 22
PROPOSAL TWO — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
The Audit Committee of the Board of Directors has selected Snodgrass to act as the independent registered public accounting firm to examine the books, records, and accounts of CSB and its subsidiaries for the fiscal year ending December 31, 2023. This appointment is being presented to shareholders for ratification or rejection at the Annual Meeting.
Snodgrass was CSB’s independent registered public accounting firm for the fiscal year ended December 31, 2022, and is considered by the Audit Committee and the Board of Directors to be well qualified. By NASDAQ and Commission rules and regulations, selection of the Company’s independent registered public accounting firm is the direct responsibility of the Audit Committee. The Board of Directors has determined, however, to seek shareholder ratification of this selection as both a good corporate practice and to provide shareholders an avenue to express their views on this important matter.
If shareholders fail to ratify the appointment, the Audit Committee will seek to understand the reasons for such failure and will take those views into account in this and future appointments of CSB’s independent registered public accounting firm. Even if the current selection is ratified by shareholders, the Audit Committee reserves the right to terminate the engagement of Snodgrass and appoint a different independent accounting firm at any time during the year if the Audit Committee determines that such change would be in the best interests of CSB and its shareholders.
Representatives of Snodgrass will be available during the Annual Meeting; they will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
The Audit Committee and the Board of Directors each recommend a vote "FOR" ratification of the selection of S.R. Snodgrass, P.C. as the independent registered public accounting firm of CSB for the current fiscal year.
Page 23
PROPOSAL THREE — APPROVE THE AMENDMENT TO ARTICLE III, SECTION 3 OF OUR CODE OF REGUALTIONS
The Board of Directors is asking the shareholders of the Company to approve and adopt the proposed amendments to Article III, Section 3 of the Regulations of the Company (the “Amendments”), which include certain amendments to the Board of Directors’ nomination process to bring our Regulations in line with the Commission’s newly adopted Rule 14a-19 of the Exchange Act (the “Universal Proxy Rule”).
The Universal Proxy Rule applies to shareholder meetings involving contested director elections held after August 31, 2022, and provides for the use of universal proxy cards by management and shareholders soliciting proxy votes for their own candidates in director election contests. Currently, our Regulations conflict with the timing required under the Universal Proxy Rule and do not provide shareholders soliciting proxy votes with enough time to provide certain notices to the Company. If approved and adopted, the Amendments will reflect the timing and other notification requirements set forth in the Universal Proxy Rule. Through adoption of the Amendments, the following changes will be made:
The foregoing summary of the Amendments is qualified in its entirety by reference to the complete text of the Amendment. The proposed Amendment to the Regulations is attached hereto as Exhibit A.
Under the Company’s Regulations, as amended, the affirmative vote of the holders of a majority of the shares of common stock of the Company which are outstanding and entitled to vote is required to approve the proposal to amend the Regulations. The effect of an abstention or broker non-vote is the same as a vote “AGAINST” the proposal.
The Board of Directors recommends that you vote “FOR” the amendment of our Code of Regulations.
Page 24
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
Fees for professional services rendered by Snodgrass for fiscal 2022 and 2021 were as follows:
|
2022 |
2021 |
Audit Fees (1) |
$150,772 |
$117,390 |
Audit-Related Fees (2) |
10,700 |
10,600 |
Tax Fees (3) |
11,950 |
12,700 |
All Other Fees |
- |
- |
All the above-mentioned services and fees were pre-approved by the Audit Committee. During CSB’s most recent fiscal year ended December 31, 2022, there were no disagreements with Snodgrass on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure.
Audit Committee Procedures for Pre-Approval of Services by the Independent Public Accounting Firm
CSB has engaged, and intends to continue to engage, in lending money from the Bank to various directors and officers of CSB and the Bank and their related interests. These loans are made in accordance with applicable law and regulation and in the ordinary course of business on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable transactions with persons not related to the Bank and do not involve more than a normal risk of collectability or present other unfavorable features.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2022, none of CSB’s named executive officers or directors were a member of the Board of Directors of any other company where the relationship would be construed to constitute a committee interlock within the meaning of the rules of the Commission.
Page 25
In order to be eligible for inclusion in CSB’s proxy materials for the 2024 Annual Meeting of Shareholders, any shareholder’s proposal to take action at such meeting must be received at CSB’s main office at 91 North Clay Street, Millersburg, Ohio 44654, no later than November 17, 2023. Any such proposal shall be subject to the requirements of the proxy rules adopted under the Exchange Act, as amended.
If a shareholder intends to present a proposal at the 2024 Annual Meeting of Shareholders without including the proposal in the proxy solicitation materials relating to that meeting, and the proposal is not received by CSB prior to February 6, 2024, then the proxies designated by the Board of Directors for the 2024 Annual Meeting of Shareholders may vote the proxies in their discretion on any such proposal without mention of such matter in the proxy solicitation materials or on the proxy card for such meeting.
Shareholders interested in communicating directly with the Board of Directors may do so by writing to Ms. Peggy L. Conn, Secretary, CSB Bancorp, Inc., 91 North Clay Street, Millersburg, Ohio 44654. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is a “Shareholder-Board of Directors Communication.”
The Corporate Secretary will review all such correspondence and regularly forward to the Board of Directors a log and summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or committees of the Board or that the Corporate Secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by CSB that is addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of CSB’s internal audit department and handled in accordance with procedures established by the Audit Committee for such matters.
OTHER BUSINESS
The Board of Directors is not aware of any business to be addressed at the Annual Meeting other than those matters described in this proxy statement. However, if any business other than that set forth in the Notice of Annual Meeting should be properly presented at the Annual Meeting, it is intended that the common shares represented by proxies will be voted with respect thereto in accordance with the judgment of the person voting them.
By order of the Board of Directors,
|
/S/ Eddie L. Steiner |
Eddie L. Steiner |
President and Chief Executive Officer |
|
March __, 2023 |
Millersburg, Ohio |
Page 26
Exhibit A - Proposed Amendment to our Code of Regulations
Section 3. Nominations.
Nominations of persons for election to the Board of the Corporation at a meeting of the Shareholders may be made by or at the direction of the Board of Directors or may be made at a meeting of Shareholders by any Shareholder of the Corporation entitled to vote for the election of Directors at the meeting who compiles complies with the notice procedures set forth in this Section 3 of Article III. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a Shareholder’s notice shall be delivered to or mailed and received at the principal office of the Corporation not less than fourteen (14) days nor more than fifty (50) days prior to the meeting; provided, however, that in the event that less than twenty-one (21) days’ days notice notice or prior public disclosure of the date of the meeting is given or made to Shareholders, notice by the Shareholder to be timely must be so delivered or mailed no later than the close of business on the seventh (7th) day following the day on which day notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs, but in no event shall such timely notice of Shareholder nomination be received by the Secretary of the Corporation less than seven (7) days prior to the Shareholder meeting. Such Shareholder’s notice to the Secretary shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of the persons, (ii) the principal occupation or employment of the person, and (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person and (b) as to the Shareholder giving the notice (i) the name and record address of the Shareholder, and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the Shareholder, and (iii) whether the Shareholder intends to solicit proxies for such Director nominee in compliance with federal securities laws, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as Director of the Corporation. No person shall be eligible for election as a Director of the Corporation at a meeting of the Shareholders unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and the defective nomination shall be disregarded.
Notwithstanding anything to the contrary in these Regulations, unless otherwise required by law, if (i) any Shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) such Shareholder subsequently either (a) notifies the Corporation that such Shareholder no longer intends to solicit proxies in support of Director nominees other than the Corporation’s nominees pursuant to Rule 14a-19 under the Exchange Act or (b) fails to comply with the requirements of federal securities laws, regulations and rules, including Rule 14a-19 under the Exchange Act, then the Corporation may disregard any proxies or votes solicited for the nominees proposed by such Shareholder. In addition, any Shareholder that provides notice pursuant to Rule 14a-19(b) under the Exchange Act shall provide written notification to the Secretary promptly, but in no event later than two (2) business days, following any change in such Shareholder’s intent to solicit proxies from the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of Director nominees other than the Corporation’s nominees or with respect to the names of such Shareholder’s nominees. If any Shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such Shareholder shall deliver to the Secretary, no earlier than ten (10) business days and no later than five (5) business days prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied. Any notice or other information required to be delivered to the Corporation pursuant to this Section 3 must be given by personal delivery, by overnight courier or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s principal executive offices. All matters submitted for consideration at a meeting of Shareholders of the Corporation must comply with applicable laws, regulations and rules.
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