DEF 14A of City Holding Co, Mar 27, 2026

DEF 14A of City Holding Co

Filed Mar 27, 2026 · FY20250000726854-26-000092

Open on EDGAR

  1. 2026 PROXY STATEMENT

    | | Page | | Compensation Actually Paid and ROATCE | 43 | | CEO Pay Ratio | 44 | | Proposal 3: Non-Binding Advisory Vote on Executive Compensation | 45 | | Certain Transactions Involving Directors and Executive Officers | 45 | | Shareholder Proposals and Nominations | 46 | | Other Matters | 47 | | Annual Report | 47 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Board of Directors currently consists of eleven (11) members. In accordance with the Company’s Amended and Restated Bylaws, the Board of Directors is classified into three classes as nearly equal in number as the then total number of directors constituting the whole Board permits. Each class is elected to separate three-year terms with each term expiring in different years. At each annual meeting, the directors and nominees constituting one class are elected for a three-year term. The term of Class III directors expires at the 2026 Annual Meeting. There are four nominees for election as Class III directors to serve for terms of three years expiring at the Annual Meeting in 2029. Messrs. Fisher, Hageboeck, Parsons, and Reyes, currently serve as directors of the Company and will stand for re-election as Class III directors. The fifth nominee, Mr. Raynes, was nominated to fill a vacant seat and has been recommended and approved by the Board of Directors to stand for election as a Class II director. Each director elected will continue in office until a successor has been elected. If any nominee is unable to serve, which the Board of Directors has no reason to expect, the persons named on the accompanying proxy card intend to vote for the balance of those named and, if they deem it advisable, for a substitute nominee. The names of the nominees for directors submitted by the Governance Committee and the names of the directors of the Company whose terms of office will continue after the Annual Meeting are listed below. Director ages are shown as of the Annual Meeting date, April 29, 2026. The Board of Directors recommends that shareholders vote “FOR” all of the Class III nominees shown below and "FOR" Class II nominee B. Scott Raynes.

  3. CLASS II NOMINEE (Nominee for a term to expire in 2028)

    CLASS II NOMINEE (Nominee for a term to expire in 2028) B. Scott Raynes, 59, received a Bachelor of Arts degree from West Virginia Institute of Technology, a Masters Degree in Higher Education and Counseling from Morehead State University, and a MBA with a Healthcare specialization from West Virginia University. He currently serves as the President and CEO of the Marshall Health Network which includes three hospitals and a large physicians group associated with the Marshall University Joan C. Edwards School of Medicine. Prior to returning to West Virginia, Mr. Raynes was the President and CEO of Southeast Georgia Health System in Brunswick/St. Simons Island, GA from January 2022 to February 2025; the President of Baptist Hospitals, Inc. in Pensacola, FL from August 2013 to December 2022; and the President & CEO of NorthCrest Medical Center/NorthCrest Health System in Springfield, TN from February 2005 to August 2013. He currently serves as a member of the Board of Directors for the WV Chamber of Commerce and a board member of the Huntington Area Development Corp. The Governance Committee nominated Mr. Raynes based upon his business experience running large, complex organizations as well as his knowledge of the Huntington and Tri-State markets. Mr. Raynes owns, directly or indirectly, 100 shares of the Company's Common Stock.

  4. CLASS III DIRECTORS (Nominees for a term to expire in 2029)

    CLASS III DIRECTORS (Nominees for a term to expire in 2029) Robert D. Fisher, 73, has served as a director since 1994. Mr. Fisher received a Bachelor’s degree (finance) from West Virginia University and a Doctor of Jurisprudence degree (law) from West Virginia University College of Law. He is a practicing attorney and was the former managing member of Adams, Fisher & Chappell, PLLC in Ripley, WV, through December 31, 2024. Effective January 1, 2025, he serves “Of Counsel” to the law firm, Ranson Law Group, PLLC, in Ripley, WV. He is active and well known in the legal community in West Virginia, having served as President of the West Virginia State Bar from 2006 to 2007. Mr. Fisher joined the Board of Bank of Ripley in 1987 and, subsequent to its merger with City Holding Company, the City Holding Company Board in 1994. He lives in Jackson County, WV and is very active in community affairs, providing him with a deep knowledge of the community and its leaders. He currently serves as Chairman of the Board of Jackson General Hospital and is the Past President of the West Virginia Bar Association and served on its Executive Council. In 2017, Mr. Fisher was awarded the prestigious North Star Award from the Boy Scouts of America in recognition of his significant contributions to scouting. In addition, in 2019, Mr. Fisher was recognized as a Fellow of the American Bar Foundation, a distinction limited to one percent of lawyers licensed to practice in each jurisdiction, and, in 2021, was the recipient of West Virginia Executive’s “Lawyers and Leaders” Award. Mr. Fisher owns, directly or indirectly, 46,978 shares of the Company's Common Stock. Charles R. Hageboeck, 63, has served as a director since 2005 and serves as City’s Chief Executive Officer and President. Mr. Hageboeck received a Ph.D. in Economics from Indiana University in 1991. He has spent most of his career in banking. Mr. Hageboeck was formerly with Indiana National Bank, NBD Bank, N.A., and Peoples Bank of Indianapolis. Mr. Hageboeck is a past Chairman of the West Virginia Banker’s Association and currently serves on the Boards of the West Virginia Chamber of Commerce and the Buckskin Council of the Boy Scouts. In 2018, Mr. Hageboeck was named as “Community Banker of the Year” by American Banker. Mr. Hageboeck was elected to City’s Board upon becoming CEO in 2005 and is the only management director on the Board. Mr. Hageboeck owns, directly or indirectly, 58,705 shares of the Company's Common Stock. James M. Parsons, 69, was appointed to the Board of Directors in January 2024. Mr. Parsons attended West Virginia University and earned his Bachelor’s degree in business administration and accounting. From August 2005 to December 31, 2023, he served as the Chief Financial Officer of Ball Homes, LLC, a residential development company, headquartered in Lexington, Kentucky with operations in Kentucky and Tennessee. Following his retirement from Ball Homes, LLC in December 2023, Mr. Parsons is serving as a co-trustee of a private family trust formed to manage a portfolio of rental real estate properties. Mr. Parsons was a former director and chair of the Audit Committee of Limestone Bancorp, Inc. (formerly NASDAQ: LMST) and Limestone Bank from April 2015 until September 2023, when it was acquired. He is a certified public accountant and a former member of both the Kentucky and American Institutes of CPA's. The Governance Committee of the Board nominated Mr. Parsons based on his background in finance, real estate development and accounting which will strengthen the Board’s depth of expertise in all three areas. Mr. Parsons owns, directly or indirectly, 3,231 shares of the Company's Common Stock. Javier A. Reyes, 51, has served as a director since August 2021. Mr. Reyes earned his Bachelor’s degree in economics from the Instituto Tecnológico y de Estudios Superiores de Monterrey and his doctorate in economics from Texas A&M University. On July 1, 2023, following his selection by the board of trustees, Mr. Reyes became the Chancellor of the University of Massachusetts Amherst. From August 2021 until June 2023, Mr. Reyes was employed by the University of Illinois Chicago, serving first as Provost and Vice Chancellor for Academic Affairs and then, beginning in July 2022, as interim Chancellor. From 2016 through July 2021, Mr. Reyes served as the Milan Puskar Dean of the John Chambers College of Business and Economics at West Virginia University. While at West Virginia University, he served as Vice President for Start-up West Virginia from November 2018 until July 2021. Mr. Reyes has experience in investment banking and has served as grant reviewer for the National Science Foundation and as an invited academic scholar for the International Monetary Fund and the European Bank for Reconstruction and Development. He is an Ex-Officio trustee for the Field Museum in Chicago and has also served on the national board of directors for the Association for Latino Professionals for America (ALPFA) and the national board of directors for the University Professional and Continuing Education Association. Mr. Reyes currently serves on the board of Miller Industries, Inc. (NYSE: MLR), the World's Largest Manufacturer of Towing and Recovery Equipment®. Mr. Reyes owns, directly or indirectly, 2,182 shares of the Company's Common Stock.

  5. CLASS I DIRECTORS (Directors whose terms expire in 2027)

    CLASS I DIRECTORS (Directors whose terms expire in 2027) Gregory A. Burton, 66, has served as a director since July 2021. Mr. Burton helped start BrickStreet Mutual Insurance, “BrickStreet”, in 2006 and served as its Chief Executive Officer until 2017. In April 2017, BrickStreet merged with Motorists Mutual (Ohio) to form what is now Encova Mutual Insurance Group, “Encova”. Mr. Burton retired as the Executive Chairman of the combined entity on December 31, 2021 and served on the Board of Encova in a non-executive capacity until September of 2022 when he retired from the Board. The Governance Committee nominated Mr. Burton based upon his work experience in city and state government, as well as the banking, financial and insurance industries. He currently serves on the boards of the University of Charleston (Vitality and Executive Committees), and the JF Allen Company Board of Directors, which is a privately-held company. Mr. Burton owns, directly or indirectly, 2,509 shares of the Company's Common Stock. J. Thomas Jones, 76, has served as a director since 2013. Mr. Jones was the Chief Executive Officer of West Virginia United Health System located in Fairmont, WV, from 2003 until January 2014. Following his retirement, he served as the Consultant to the CEO of West Virginia United Health System until 2015. During his tenure at United Health System, he oversaw its expansion from two hospitals—Ruby Memorial in Morgantown and United Hospital Center in Clarksburg—to include hospitals in Martinsburg, Ranson and Parkersburg and become the largest health system in the state, employing over 10,000 people on six campuses. Mr. Jones was appointed to The Board of Governors of West Virginia University in 2014 and served as its Chair until July 2022. He has also been active in the state’s business community, and was inducted in 2012 into the West Virginia Business Hall of Fame. He has been chair of the Board of Directors of the West Virginia Chamber of Commerce, and has served on the boards of the American Hospital Association, the West Virginia Higher Education Policy Commission, Arch Coal, Premier Inc. and many other local, state, and national groups. In 2008, WV Executive magazine named Mr. Jones one of the 50 Most Influential Leaders in West Virginia. He was also recognized as an Outstanding Alumnae of the West Virginia University College of Business and Economics. The Governance Committee nominated Mr. Jones based upon his business experience running a large, complex organization as well as his extensive knowledge of the Morgantown and central WV markets. Mr. Jones owns, directly or indirectly, 4,152 shares of the Company's Common Stock. James L. Rossi, 71, has served as a director since 2001. Mr. Rossi, a licensed CPA, received his Bachelor’s degree from West Virginia University. Mr. Rossi maintained his own public accounting firm, James Rossi, CPA from September 1978 to July 2008. From July 2008 until his retirement in May 2013, Mr. Rossi was the Chief Financial Officer of Valtronics, Inc. (which manufactures products for commercial and industrial clients). Mr. Rossi is also a member of Flesher, LLC, a limited liability real estate leasing and development company. Mr. Rossi also serves on the Board of Directors of Fruth Pharmacy, a privately-held company, and as the President of the board of the Mason County Development Authority. The Governance Committee considers Mr. Rossi’s accounting background, and status as an accounting expert, a key reason why he has been nominated to City’s Board of Directors. Additionally, Mr. Rossi joined the Board of Directors of The Peoples National Bank (formerly known as The Peoples Bank of Point Pleasant) in 1997, the Board of Directors of City National Bank in 1999 and the City Holding Company Board of Directors in 2001. The Governance Committee nominated Mr. Rossi based on his long experience on bank boards, his deep roots in Mason County, WV, and his knowledge regarding that local economy and its leaders. Mr. Rossi owns, directly or indirectly, 18,764 shares of the Company's Common Stock. Diane W. Strong-Treister, 69, has served as a director since 2018. Ms. Strong-Treister attended Rio Grande College and West Virginia State College. She has worked with Manpower, an employment/staffing company, since January 1987 and has been the President and franchise owner since 1997. Ms. Strong-Treister is active in community affairs and serves as the Chair of the Workforce Development Board for the State of West Virginia, Buckskin Scout Council Executive Board, the Charleston Roundtable Committee of the Federal Reserve Bank of Richmond, member of the Association of Manpower Franchise Owners (AMFO) for North America (prior Chair), Vice Chair of the Charleston Alliance, board of directors for the West Virginia Manufacturer’s Education Fund (Explore Program), membership Chair for Mountain State Young Presidents' Organization Gold and is on the board of visitors for West Virginia State University. Ms. Strong-Treister is a registered and certified Women Business Enterprise National Council (WBENC) member. She was inducted into the West Virginia University Business School Hall of Fame in 2024, was the YMCA 2024 Spirit of the Valley honoree, was honored as a member of West Virginia Executive’s Sharp Shooters Class of 2020 and was a 2014 honoree of the YWCA Women of Achievement. The Governance Committee of the Board nominated Ms. Strong-Treister based on her experience operating a successful business with multiple offices located throughout the states of West Virginia and Kentucky and as a major employer for businesses within the administrative, industrial, professional and healthcare divisions. Ms. Strong-Treister owns, directly or indirectly, 5,768 shares of the Company's Common Stock.

  6. CLASS II DIRECTORS (Directors whose terms expire in 2028)

    CLASS II DIRECTORS (Directors whose terms expire in 2028) James A. Hoyer, 64, was appointed to the Board of Directors in July 2024. Major General (retired) Hoyer received his undergraduate degree from the University of Charleston. He has a master's degree in management and public administration from the West Virginia Graduate College, a master's in strategic studies from the U.S. Army War College and a Certificate in Identity Management from the Naval Post Graduate School. Mr. Hoyer served as the Adjutant General for the State of West Virginia from 2011 until 2021 and led the state's Joint Interagency Task Force and response to multiple emergencies and major security events, including the 2016 thousand-year flood and the COVID pandemic. Following his retirement as Adjutant General, Mr. Hoyer served as the Vice President for Economic Innovation for West Virginia University until October 2025. He continues to serve as a Special Advisor for the Office of the President, West Virginia University and has served as a Senior Advisor for the Civil Military Innovation Institute since 2021. Currently, Mr. Hoyer serves as the CEO of Bee Line Solutions LLC, a management and national security consulting firm. In addition, he serves on the Board of Advisors for Fidelis New Energy, LLC. Mr. Hoyer owns, directly or indirectly, 623 shares of the Company's common stock. C. Dallas Kayser, 74, has served as a director since 1995. Since January 1, 2016, he has served as the non-executive Chairman of the Board of City Holding Company. Mr. Kayser received his Bachelor’s degree (economics) from Marshall University and his Doctor of Jurisprudence from the West Virginia University College of Law. In December 2020, he retired as the senior partner of Kayser Layne & Clark, PLLC. He had been in the private practice of law since 1976. He is the Treasurer of Deerfield Development Company and currently serves as a director and the Secretary of Rivers Health, a subsidiary of the Marshall Health Network, and on its finance and executive committees. In addition, Mr. Kayser formerly served as a Governor on the Board of Governors of the West Virginia State Bar and has served as the Chairman of the Board of Trustees of the United Methodist Foundation of West Virginia, Inc. and served on its Executive, Compensation, Audit and Investment Committees. Mr. Kayser is a charter member of the Mason County Community Foundation. Mr. Kayser owns, directly or indirectly, 24,564 shares of the Company's Common Stock. Sharon H. Rowe, 75, has served as a director since 2001. Ms. Rowe attended West Virginia University. In February 2013, Ms. Rowe formed a limited liability company, SHR Consulting, LLC, which provides public relations, marketing and events planning services. She retired as Vice President of Communications of The Greenbrier Resort and Club Management Company in 2005 after 27 years with the company and subsequently served as a senior consultant to two marketing communications firms until forming SHR Consulting, LLC. Ms. Rowe joined the Boards of Greenbrier Valley National Bank and Horizon Bancorp, Inc. in 1996, the Board of City National Bank of West Virginia in 1999 and, subsequently, in 2001, the City Holding Company Board of Directors. A recognized leader in West Virginia’s tourism industry, she is the past Chair and member of the Board of Directors of the West Virginia Hospitality and Travel Association. Ms. Rowe serves as a director on numerous boards in West Virginia including the advisory board of the Clay Center for the Arts and Sciences, the Leadership Council of the WVU Cancer Institute, the Greenbrier County Convention and Visitors Bureau, and HospiceCare. She is the current President and a member of the board of directors of United Way of the Greenbrier Valley and is the current Treasurer and a member of the board of directors of Carnegie Hall WV. Ms. Rowe owns, directly or indirectly, 10,976 shares of the Company's Common Stock.

  7. ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS

    ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS

  8. Board of Directors

    Board of Directors The Company is managed under the direction of the Board of Directors, which has adopted Codes of Business Conduct and Ethics and charters for the Governance and Nominating Committee, Compensation Committee and the Audit Committee that set forth certain corporate governance practices. These documents are available on the Company’s Internet website at http://www.bankatcity.com under the Investors link and accessed from the Investor menu by choosing, "Governance" and the subcategory, "Corporate Governance".

  9. Compensation of Directors

    Compensation of Directors For 2025, non-employee directors of the Company received fees as follows:

  10. Compensation of Directors

    | Meeting Fees | 2025 | | Each meeting of Board of Directors attended | $1,200 | | Each Board Committee meeting attended | $750 | | Per diem educational fee | $1,200 | | Annual Cash Retainer (1) | $33,500 | | Annual Equity Retainer (2) | $32,000 | | Board Chairman | $55,000 | | Committee chairs: | | | Audit Committee | $10,000 | | Compensation Committee | $5,000 | | Governance and Nominating Committee | $5,000 |

  11. Compensation of Directors

    (1) Annual cash retainer fees are paid to directors quarterly. (2) The annual equity retainer is paid in the form of a director stock award to all non-employee directors of the Company as of December 31st (pro-rated based on the number of months service). Expenses associated with attending meetings, such as travel costs and meals, are considered integrally and directly related to the performance of their duties as directors, are not considered to be personal benefits or perquisites and are not separately disclosed. For further discussion as to compensation philosophy, please see the “Compensation Discussion and Analysis“. On March 26, 2025, the Board awarded the equivalent of $32,000 of Company Common Stock, or 266 shares, to each non-employee director of the Company as of the date of grant and pro-rated based upon their months of service during the prior year. The market price of Company Common Stock on the date of grant, March 26, 2025, was $120.21 per share.

  12. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION

  13. 2025 DIRECTOR COMPENSATION

    | 2025 DIRECTOR COMPENSATION | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Gregory A. Burton | 51,500 | 31,923 | 83,423 | | Robert D. Fisher | 60,250 | 31,923 | 92,173 | | Charles R. Hageboeck (1) | - | - | - | | James A. Hoyer (2) | 50,000 | 15,988 | 65,988 | | J. Thomas Jones | 56,750 | 31,923 | 88,673 | | C. Dallas Kayser | 102,000 | 31,923 | 133,923 | | James M. Parsons (2) | 47,750 | 31,923 | 79,673 | | Javier A. Reyes | 48,500 | 31,923 | 80,423 | | James L. Rossi | 63,000 | 31,923 | 94,923 | | Sharon H. Rowe | 53,750 | 31,923 | 85,673 | | Diane W. Strong-Treister | 53,750 | 31,923 | 85,673 |

  14. 2025 DIRECTOR COMPENSATION

    (1) Mr. Hageboeck, President and CEO of the Company, does not receive fees for director or committee service or for meeting attendance. (2) Messrs. Parsons and Hoyer were appointed to the Board of Directors in January 2024 and July 2024., respectively.

  15. Key Compensation Outcomes

    Key Compensation Outcomes Compensation outcomes for 2025 reflected the Company’s strong performance, which exceeded peer averages during the year, and subsequently included cash and equity awards that were above targeted performance levels as determined under the Company’s executive incentive plans. •Salaries: Salaries were set in 2025 based in part upon recommendations from an independent outside compensation consultant, McLagan, a part of the Human Capital Solutions practice at Aon plc (“McLagan”). •Cash Incentives: The Company performed above targeted performance levels in 2025. Annual cash incentives are based on the Company’s relative performance on Return on Average Tangible Common Equity (ROATCE) as compared to the Company's peer group. The Company’s relative ROATCE for 2025 was 21.2% and placed it in the 95th percentile of the Company’s peer group for 2025. As a result, executives received cash incentives relative to the ROATCE plan at 190% of their targeted payout levels. •Long-Term Incentives: The Company granted Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) in 2025. Targeted levels of PSUs were tied to base salary, but actual grants will be determined based upon Company performance during 2025-2027. •The Company did not make special grants to executives in the most recent fiscal year.

  16. Role and Relationship of the Compensation Consultant

    Role and Relationship of the Compensation Consultant As permitted by the Compensation Committee Charter, the Compensation Committee engaged an independent outside compensation consultant, McLagan, in 2025, to provide independent executive compensation advice and market compensation information. McLagan assists the Compensation Committee with the following initiatives: •Reviewed and updated a peer group of institutions for compensation benchmarking •Advised the Compensation Committee on changes in industry compensation practices and provided insight on emerging regulations •Provided recommendations to the Compensation Committee regarding salaries and the appropriate level of cash incentives and equity awards •Compiled information relating to board of director compensation from peer banks The Compensation Committee evaluated McLagan’s analysis and recommendations alongside other factors when making compensation decisions affecting the Company’s executive compensation program and when submitting its own recommendations to the Board on these matters. Pursuant to the terms of its retention, McLagan reported directly to the Compensation Committee, which retains sole authority to select, retain, terminate, and approve the fees and other retention terms of its relationship with McLagan. McLagan did not provide any services outside those related to executive compensation and the Compensation Committee approved all projects completed by McLagan. In February 2026, the Compensation Committee reviewed its relationship with McLagan and considered McLagan’s independence in light of all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act and under the applicable Nasdaq listing rules. The Compensation Committee received a report from McLagan addressing its independence, including the following factors: (1) additional services provided to the Company by McLagan; (2) fees paid by the Company as a percentage of McLagan’s total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors and a member of the Compensation Committee; (5) any Company stock owned by the senior advisors; and (6) any business or personal relationships between the executives and the senior advisors. The Compensation Committee discussed these considerations and concluded that the work performed by McLagan and McLagan’s senior advisors involved in the engagements did not raise any conflict of interest.

  17. Role of Management

    Role of Management The CEO assists the Compensation Committee in recommending agenda items for its meetings and by gathering and producing information for these meetings. As requested by the Compensation Committee, the CEO participates in Compensation Committee meetings to discuss executive compensation, evaluate the performance of both the Company and individual executives, and provide pertinent financial, legal, or operational information. The CEO provides his insights and suggestions regarding compensation, but only Compensation Committee members, in executive session without the CEO or any other members of management present, vote on executive compensation decisions and other Company compensation matters under their purview for recommendation to the Board of Directors. In 2025, the CEO made recommendations to the Compensation Committee regarding base salaries, incentive goals, and equity awards for executives other than himself. The Compensation Committee retained discretion to approve or modify recommendations prior to approval or, in the case of equity awards, prior to presentation before the Board of Directors for approval. The Compensation Committee discussed the CEO’s recommendations with him, but made final deliberations in executive session, without the CEO or any other members of management present.

  18. Competitive Benchmarking and Peer Groups

    Competitive Benchmarking and Peer Groups The Compensation Committee believes that it is important to periodically review compensation in the context of the Company’s performance and the compensation offered by its peers in the market, which it considers to include companies of similar size, markets, and products. For fiscal year 2025, the Company reviewed its performance compared to two peer groups, as well as compensation of executives at peer banks. •National Peer Group – The National Peer Group includes publicly traded banks with total assets between $3 and $10 billion (123 banks as of December 31, 2025). This group was used for performance comparisons and was not used to conduct a formal market analysis of compensation. •Regional Peer Group – The Regional Peer Group is reviewed on an annual basis. For 2025, the peer group is comprised of 20 publicly-traded banks, and was based on the following criteria: ◦Asset size in the range of $3 billion - $10 billion ◦At least 10% of revenue from non-interest income ◦Commercial loans < 90% of total loans ◦More than 35 branches ◦Headquartered in Illinois, Indiana, Kentucky, Maryland, New York (excluding New York City), North Carolina, Ohio, Pennsylvania, and Virginia ▪excludes companies in top 5 metro areas (MSAs) ▪excludes thrifts ▪excludes thinly traded companies The banks included in the Company’s 2025 “Regional Peer Group” (including their home state and stock exchange ticker symbol) are:

  19. Competitive Benchmarking and Peer Groups

    | 1st Source Corporation (IN, SRCE) | Carter Bankshares, Inc. (VA, CARE) | | Community Trust Bancorp Inc. (KY, CTBI) | Farmers National Banc Corp. (FMNB, OH) | | Financial Institutions, Inc. (NY, FISI) | First Community Bank Shares, Inc. (VA, FCBC) | | First Financial Corporation (IN, THFF) | First Mid-Illinois Bancshares, Inc. (IL, FMBH) | | German American Bancorp, Inc. (IN, GABC) | Home Trust Bancshares Inc. (NC, HTB) | | Horizon Bancorp Inc. (IN, HBNC) | Lakeland Financial Corporation (IN, LKFN) | | Midland States Bancorp Inc. (IL, MSBI) | Peoples Bancorp, Inc. (OH, PEBO) | | Republic Bancorp, Inc. (KY, RBCAA) | S&T Bancorp, Inc. (PA, STBA) | | Shore Bancshares, Inc. (MD, SHBI) | Stock Yards Bancorp, Inc. (KY, SYBT) | | Tompkins Financial Corp. (NY, TMP) | Univest Corp. of Pennsylvania (PA, UVSP) |

  20. Performance Comparison to Market

    | Performance Measures - 2025 | CHCO | National Peer Group (Median) | CHCO to National Peer Group (Percentile Rank) | Regional Peer Group (Median) | CHCO to Regional Peer Group (Percentile Rank) | | Size | | | | | | | Total Assets | $6.7B | $5.6B | 67% | $6.7B | 52% | | Net Income | $130.5M | $55.4M | 93% | $76.0M | 76% | | Number of Branches | 96 | 38 | 95% | 67 | 95% | | Profitability | | | | | | | ROAA | 1.97% | 1.15% | 97% | 1.38% | 100% | | ROATCE | 21.2% | 13.3% | 95% | 14.2% | 95% |

  21. Discussion of Executive Compensation Components

    | Compensation Element | Description and Purpose | Link to Performance | Fixed/ Performance Based | Short/Long-Term | | Base Salary | Helps attract and retain executives through periodic payments of market-competitive base pay | Based on individual performance, experience, and scope of responsibility. Used to establish cash and equity incentive award opportunities. | Fixed | Short-Term | | Cash Incentives | Encourages achievement of financial performance metrics that create near-term shareholder value | Quantitatively ties the executive’s compensation directly to factors that are judged important to the success of the Company and within each executive’s own sphere of influence. Most executives share a common profitability goal tied to Return on Average Tangible Common Equity (ROATCE), while 100% of the incentive plan for the EVP of Commercial Banking is tied to commercial loan growth and 50% of the incentive plan for the EVP of Retail Banking is tied to divisional retail goals. | Performance Based | Short-Term | | Long-Term Incentive Awards | Aligns long-term interests of executives and shareholders while creating a retention incentive through multi-year vesting | Target grant values are based upon base salary. 40% of grants are RSUs and 60% are PSUs. RSUs have one, two and three year vesting—but also have a two year “holding period”. RSUs are settled in stock at the conclusion of the two year holding period. PSUs vest at the end of three years. Actual grants are based upon target grants modified by the Company’s relative performance on Return on Assets (ROA) during the three year period as well as by the Company’s relative Total Shareholder Return on the Company’s stock as compared to the peer group. | Performance Based | Long-Term | | Other Compensation | Dividends on restricted stock and health and welfare benefits on the same basis as other employees | Dividends on restricted stock further enhance the executive’s link to shareholders by ensuring they share in the distribution of income generated from ongoing financial performance. | Fixed & Performance Based | Short-Term & Long-Term |

  22. Cash Incentives

    Cash Incentives The Company’s cash incentive plan is designed to motivate executives to achieve the Company’s annual performance objectives by tying a portion of compensation directly to factors that will create both short-term and long-term value to the Company’s shareholders. The Board has determined that Return on Average Tangible Common Equity (“ROATCE”) represented the best measure of the Company’s success on behalf of its shareholders and uses ROATCE as the primary performance goal in the cash incentive plan for most executives and departmental performance goals for the EVP of Commercial Banking and the EVP of Retail Banking are also considered. Cash incentive payments are subject to capital and asset quality triggers to discourage excessive risk-taking and ensure the plan balances profitability with the Company’s safety and soundness as a financial institution. The tables below show the 2025 performance results, goal weighting within the cash incentive plan, total cash incentive award opportunities, and payouts under the plan for 2025.

  23. Cash Incentives

    | Name | Title | Goal Weighting | | Charles R. Hageboeck | President & CEO | 100% ROATCE | | David L. Bumgarner | Chief Financial Officer | 100% ROATCE | | John A. DeRito | EVP Commercial Banking | 100% Commercial Loan Growth | | Michael T. Quinlan, Jr. | EVP Retail Banking | 50% ROATCE 50% Retail Performance | | Jeffrey D. Legge | SVP Operations/CIO | 100% ROATCE |

  24. Cash Incentives

    The 2025 commercial loan growth target applicable to Mr. DeRito was 3.7%. During 2025, year-over-year commercial loan growth was 6.1%. The 2025 retail performance plan applicable to Mr. Quinlan was based upon growing various consumer loan and deposit relationship categories. During 2025, growth in these categories was approximately 148% of Mr. Quinlan‘s targeted growth levels. The table below shows the 2025 ROATCE performance result as calculated for purposes of the incentive plan.

  25. Cash Incentives

    | 2025 ROATCE – Reconciliation (in thousands) | | | Reported Income Before Income Taxes | $161,465 | | Income Taxes | 30,980 | | Adjusted Net Income | $130,485 | | Average Equity | $773,012 | | Average Intangible Assets | 158,889 | | Average Tangible Equity | $614,123 | | Return on Average Tangible Common Equity | 21.2% |

  26. Cash Incentives

    . Based upon this adjusted ROATCE as compared to the Company’s peer group, cash incentives based on 2025 performance were calculated as follows:

  27. Cash Incentives

    | | Cash Incentive Award Opportunity as % of Salary | | | Actual 2025 Award | | | Name | Threshold | Target | Maximum | (% of salary) | ($) | | Charles R. Hageboeck | 0% | 60% | 120% | 114% | 796,860 | | David L. Bumgarner | 0% | 45% | 90% | 86% | 311,220 | | John A. DeRito | 0% | 45% | 90% | 75% | 247,825 | | Michael T. Quinlan, Jr. | 0% | 45% | 90% | 76% | 315,432 | | Jeffrey D. Legge | 0% | 35% | 70% | 67% | 202,825 |

  28. Long-Term Incentives

    Long-Term Incentives The Company believes in structuring its compensation plans to reflect an appropriate balance between short-term incentive compensation that rewards management for maintaining strong current financial performance and long-term compensation that rewards management for increases in the long-term underlying value of the Company. The Company also recognizes the importance of maintaining a stable and qualified executive management team to the long-term success of the institution. To support these objectives, the Company provides the executives with the opportunity to receive equity-based awards in the form of both stock options and restricted stock. The table below outlines the characteristics of the Company’s long-term incentives, which are granted under the City Holding Company 2023 Incentive Plan. The Company did make any special equity-based awards or grants to any executive in 2025 not provided for in the Company’s 2023 Incentive Plan.

  29. Long-Term Incentives

    | Stock Options | Options derive their value through price appreciation only and therefore, motivate executives to increase stock price. The City Holding Company 2023 Incentive Plan is silent on what would happen if options reach their expiration date and are “underwater”; however, the Board has voted that the Company would not buy out underwater options. | | Restricted Stock | Restricted stock rewards executives for long-term stock price increases and preserves alignment with shareholders throughout all stock price performance conditions—both above and below the price on the date of grant. The Company provides dividends on restricted stock to allow executives to share in the distribution of income generated from the Company’s ongoing financial performance and further align the interests of the executives with those of shareholders. Dividend payments ensure that executives are immediately affected by any decrease or increase in the Company’s dividend payments. | | Restricted Stock Units | Restricted stock units reward executives for long-term stock price increases and preserve alignment with shareholders throughout all stock price conditions—both above and below the price on the date of the grant. The Compensation Committee does not grant restricted stock units as heavily as performance stock units in total award (40% of 2025 equity grant). The Board established a vesting period of one, two and three years for restricted stock units, followed by a two-year holding period. The Company does not pay dividends on restricted stock units during the vesting period to the executives, but dividends will be accrued and distributed to the executive after such shares are no longer subject to vesting and hold requirement periods. | | Performance Stock Units | Performance share units reward executives for long-term stock price increases and preserve alignment with shareholders throughout all stock price conditions—both above and below price on the date of grant. The Compensation Committee has chosen to emphasize performance units (60% of 2025 equity grant) to ensure that a majority of each executive’s long-term compensation remains aligned with shareholders, as the shares are only earned if the Company meets certain specific long-term financial objectives. The payout of the performance share units are based on a combination of both the Company’s three-year average ROA and the Company’s total shareholder return (“TSR”) during a three-year performance period relative to the ROA for the selected peer companies (see table below). The Board established a vesting period of three years for performance share units. The Company does not pay dividends on performance share units during the vesting period to the executives, but dividends will be accrued and distributed to the executive after such shares are no long subject to the vesting requirement period. | | Vesting - Restricted Stock Units | Restricted stock units will vest in three separate installments after their grant date of approximately 33.33% per installment on the first, second and third anniversaries of the grant date. The restricted stock units will then be subject to a two-year holding period after the vesting date. Executives would forfeit unvested shares upon leaving the Company’s employment prior to the completion of the vesting and holding periods. |

  30. Long-Term Incentives

    | Vesting -Performance Stock Units | Performance stock units will vest on the third anniversary of the grant date. Executives would forfeit unvested shares upon leaving the Company’s employment prior to the completion of the vesting period. | | Timing of Awards | The Compensation Committee has adopted a general practice of providing long-term incentive awards to executives annually in conjunction with the payment of cash incentives based on the performance of the Company and the executive in the previous year, typically in February or March of each year. However, the Compensation Committee may consider recommendations for stock grants to the Company’s executive officers at any time, at its own discretion, and as circumstances necessitate. | | Pricing of Awards | It is the Company’s policy that the exercise price of all option and restricted stock grants be equal to the closing price of the Company’s Common Stock on the date the option or restricted stock is granted. |

  31. Long-Term Incentives

    In 2018, based upon discussions with independent compensation consultant McLagan, the Company redesigned its equity awards. Targets for equity awards are determined based upon responsibility level and during 2025 ranged from 35% to 60% of base salary. 40% of equity awards are Restricted Stock Units (“RSUs”) and have one, two and three year vesting. RSUs also have a two-year holding period. RSUs will be settled in stock at the conclusion of the two-year holding period. 60% of target equity awards are Performance Stock Units (“PSUs”) which vest in three years and will be settled in stock. However, the actual amount of stock awarded from PSUs issued in 2025 will depend upon actual performance. Performance will be based upon the Company's relative performance on Return on Assets (“ROA”) and on Total Shareholder Return (“TSR”). Depending upon the Company’s ROA over 2025-2027 as compared to its peer group, the actual number of shares granted at the end of 2027 may range from 0% to 200% of the target grant. Executives will only earn the maximum (200% of the target grant) if the Company outperforms all banks in the peer group on ROA between 2025 and 2027. The actual grant will further be modified by the Company’s relative performance as compared to the peer group on TSR, which may decrease or increase the grant by up to 25%. If the Company would have both the strongest ROA over three years and the best total shareholder return over three years, then the executives would receive 250% of the targeted number of shares awarded from PSUs. If the Company’s ROA is in the bottom quartile of its peer group over the 2025-2027 period, the executives would receive no shares from the PSU award.

  32. Long-Term Incentives

    | Name | Target Equity Award Opportunity as a % of Salary | 2025 RSU Grants | 2025 PSU Target Grants | | Charles R. Hageboeck | 60% | 1,347 | 2,021 | | David L. Bumgarner | 45% | 524 | 786 | | John A. DeRito | 45% | 479 | 719 | | Michael T. Quinlan, Jr. | 45% | 599 | 898 | | Jeffrey D. Legge | 35% | 346 | 520 |

  33. Long-Term Incentives

    | ROA Component | At or below the 25th percentile | At the 50th percentile | At the 100th percentile | | Percent of grant awarded at vest date | 0% | 100% | 200% |

  34. Long-Term Incentives

    The actual number of shares vested will be interpolated accordingly for performance between the 25th and 50th percentile and the 50th and 100th percentile. After consideration of ROA, the actual number of performance shares awarded will further be increased or decreased by a modifier based on the Company’s TSR relative to the TSR of the selected peer companies.

  35. Long-Term Incentives

    | TSR Component | At or below the 25th percentile | At the 50th percentile | At or above the 75th percentile | | Percent of grant awarded at vest date | 75% | 100% | 125% |

  36. Long-Term Incentives

    The amount vested will be interpolated accordingly for performance between the 25th and 50th percentile and the 50th and 75th percentile.

  37. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table provides information concerning the compensation of the named executive officers for our three most recently completed fiscal years.

  38. 2025 SUMMARY COMPENSATION TABLE

    | SUMMARY COMPENSATION | | | | | | | | | Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation (3) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Charles R. Hageboeck | 2025 | 699,000 | 404,867 | - | 796,860 | 21,467 | 1,922,194 | | President, Chief Executive Officer and Director | 2024 | 674,740 | 404,847 | - | 809,688 | 21,484 | 1,910,759 | | (Principal Executive Officer) | 2023 | 674,740 | 389,813 | - | 809,688 | 20,322 | 1,894,563 | | David L. Bumgarner | 2025 | 364,000 | 157,475 | - | 311,220 | 15,798 | 848,493 | | Chief Financial Officer | 2024 | 350,000 | 152,962 | - | 315,000 | 13,679 | 831,641 | | (Principal Financial Officer) | 2023 | 340,000 | 141,759 | - | 306,000 | 13,156 | 800,915 | | John A. DeRito | 2025 | 331,000 | 144,012 | - | 247,825 | 17,368 | 740,205 | | Executive Vice President, Commercial Banking | 2024 | 320,000 | 144,005 | - | 254,592 | 17,037 | 735,634 | | | 2023 | 320,000 | 139,468 | - | 288,000 | 16,587 | 764,055 | | Michael T. Quinlan, Jr. | 2025 | 415,000 | 179,954 | - | 315,432 | 14,370 | 924,756 | | Executive Vice President, Retail Banking | 2024 | 400,000 | 173,264 | - | 274,500 | 14,176 | 861,940 | | | 2023 | 385,000 | 150,625 | - | 266,233 | 13,620 | 815,478 | | Jeffrey D. Legge | 2025 | 305,000 | 104,102 | - | 202,825 | 14,904 | 626,831 | | Executive Vice President, Operations/CIO | 2024 | 297,500 | 104,197 | - | 208,250 | 14,674 | 624,621 | | | 2023 | 297,500 | 101,513 | - | 208,250 | 12,717 | 619,980 |

  39. 2025 SUMMARY COMPENSATION TABLE

    (1) Amounts reflect the grant date fair value of restricted stock awards. See Note Thirteen to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying valuation of equity awards. (2) Amounts reflect cash bonuses awarded to named executive officers. These bonuses were earned in fiscal years 2023, 2024 and 2025 and paid in 2024, 2025 and 2026. (3) “All Other Compensation” for 2023, 2024 and 2025 consists of the following: (i) the Company’s matching contribution under the City Holding Company 401(k) Plan & Trust and (ii) group term life insurance premium payments.

  40. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS Each of the named executive officers is compensated under a predefined incentive plan tied to quantifiable goals. Each executive’s incentive plan has a targeted payout if the executive hits predefined goals ("Target"). Each executive must hit certain minimum goals in order to have any payout at all ("Threshold"). These incentive plans have prescribed maximums ("Maximum") and it is possible that the executives might receive more than their targeted payouts if performance is very good. For example, Mr. Hageboeck’s incentive plan for 2025 was tied to the Company’s relative performance of ROATCE as compared to the Company’s peer group. A targeted incentive of 60% of Mr. Hageboeck’s base salary is earned if the Company’s relative performance is at the 50th percentile of its peer group. If the relative performance is lower, the incentive earned is lower. If the relative performance falls below the 25th percentile of the peer group, no incentive is earned. If the relative performance is at the 100th percentile, the incentive would be 120% of Mr. Hageboeck’s base salary. However, under no circumstances would the incentive exceed 120% of base salary. Similarly, the other named executive officers have incentive plans based upon formulas as described earlier (see “Cash Incentives”). The table below sets forth information concerning the targets, thresholds and maximums for each named executive officer’s non-equity incentive plan-based awards as of December 31, 2025. See “Long-Term Incentives” for material terms of equity grants under the City Holding Company 2023 Incentive Plan.

  41. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated future payouts under non-equity incentive plan awards | | | | | | Name | Grant Date | Threshold | Target | Maximum | All other stock awards: Number of shares of stock or restricted units | Grant date fair value of target stock awards | | | | ($) | ($) | ($) | (#) | ($) | | Charles R. Hageboeck (Principal Executive Officer) | 3/26/2025 | none | 404,844 | 809,688 | 3,368 | 404,867 | | David L. Bumgarner (Principal Financial Officer) | 3/26/2025 | none | 157,500 | 315,000 | 1,310 | 157,475 | | John A. DeRito | 3/26/2025 | none | 144,000 | 288,000 | 1,198 | 144,012 | | Michael T. Quinlan, Jr. | 3/26/2025 | none | 180,000 | 360,000 | 1,497 | 179,954 | | Jeffrey D. Legge | 3/26/2025 | none | 104,125 | 208,250 | 866 | 104,102 |

  42. Outstanding Equity Awards At Fiscal Year-End

    Outstanding Equity Awards At Fiscal Year-End The following table sets forth the number of exerciseable and unexerciseable stock options, option exercise prices and expiration dates, the number of unvested stock awards along with their market values and the number and value of equity incentive plan awards held by the named executive officers as of the fiscal year ended December 31, 2025. Each outstanding award is represented by a separate row, which indicates the number of securities underlying the award. For option awards, the table discloses the exercise price and the expiration date of the options. For stock awards, the table provides the number of shares of stock that have not vested and the aggregate market value of shares of stock that have not vested.

  43. Outstanding Equity Awards At Fiscal Year-End

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | | | | | | | | | | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Vesting Date(1) | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested | | | (#) | (#) | ($) | | | (#) | ($) | | | Exerciseable | Unexerciseable | | | | | | | Charles R. Hageboeck | - | - | - | - | 2/22/2026 | 521 | 62,103 | | (Principal Executive Officer) | - | - | - | - | 2/22/2026 | 2,348 | 279,882 | | | - | - | - | - | 2/28/2026 | 542 | 64,606 | | | | | | | 3/21/2026 | 449 | 53,521 | | | - | - | - | - | 2/28/2027 | 543 | 64,726 | | | - | - | - | - | 2/28/2027 | 2,441 | 290,967 | | | - | - | - | - | 3/21/2027 | 449 | 53,521 | | | - | - | - | - | 3/21/2028 | 449 | 53,521 | | | - | - | - | - | 3/21/2028 | 2,021 | 240,903 | | David L. Bumgarner | - | - | - | - | 2/22/2026 | 189 | 22,529 | | (Principal Financial Officer) | - | - | - | - | 2/22/2026 | 854 | 101,797 | | | - | - | - | - | 2/28/2026 | 205 | 24,436 | | | - | - | - | - | 3/21/2026 | 175 | 20,860 | | | - | - | - | - | 2/28/2027 | 205 | 24,436 | | | - | - | - | - | 2/28/2027 | 922 | 109,902 | | | - | - | - | - | 3/21/2027 | 175 | 20,860 | | | - | - | - | - | 3/21/2028 | 174 | 20,741 | | | - | - | - | - | 3/21/2028 | 786 | 93,691 | | John A. DeRito | - | - | - | - | 2/22/2026 | 186 | 22,171 | | | - | - | - | - | 2/22/2026 | 840 | 100,128 | | | - | - | - | - | 2/28/2026 | 193 | 23,006 | | | - | - | - | - | 3/21/2026 | 160 | 19,072 | | | - | - | - | - | 2/28/2027 | 193 | 23,006 | | | - | - | - | - | 2/28/2027 | 868 | 103,466 | | | - | - | - | - | 3/21/2027 | 160 | 19,072 | | | - | - | - | - | 3/21/2028 | 159 | 18,953 | | | - | - | - | - | 3/21/2028 | 719 | 85,705 |

  44. Outstanding Equity Awards At Fiscal Year-End

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | | | | | | | | | | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Vesting Date(1) | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested | | | (#) | (#) | ($) | | | (#) | ($) | | | Exerciseable | Unexerciseable | | | | | | | Michael T. Quinlan, Jr. (3) | - | - | - | - | 2/22/2026 | 201 | 23,959 | | | - | - | - | - | 2/22/2026 | 908 | 108,234 | | | - | - | - | - | 2/28/2026 | 232 | 27,654 | | | - | - | - | - | 3/21/2026 | 200 | 23,840 | | | - | - | - | - | 4/29/2026 | 400 | 47,680 | | | - | - | - | - | 2/26/2027 | 400 | 47,680 | | | - | - | - | - | 2/28/2027 | 232 | 27,654 | | | - | - | - | - | 2/28/2027 | 1,045 | 124,564 | | | - | - | - | - | 3/21/2028 | 200 | 23,840 | | | - | - | - | - | 3/21/2028 | 199 | 23,721 | | | - | - | - | - | 3/21/2028 | 898 | 107,042 | | Jeffrey D. Legge | 512 | - | 66.32 | 2/22/2027 | 2/22/2026 | 136 | 16,211 | | | - | - | - | - | 2/22/2026 | 611 | 72,831 | | | - | - | - | - | 2/28/2026 | 140 | 16,688 | | | - | - | - | - | 3/21/2026 | 116 | 13,827 | | | - | - | - | - | 2/28/2027 | 140 | 16,688 | | | - | - | - | - | 2/28/2027 | 628 | 74,858 | | | - | - | - | - | 3/21/202/ | 115 | 13,708 | | | - | - | - | - | 3/21/2028 | 115 | 13,708 | | | - | - | - | - | 3/21/2028 | 520 | 61,984 |

  45. Outstanding Equity Awards At Fiscal Year-End

    (1) Vesting Date applies to both option awards and stock awards. (2) Performance stock units included in this column represent a targeted number of shares. The actual number of shares vested at the end of the vesting period may be more or less than the target number of performance stock units granted depending upon the Company’s relative performance as compared to its peer group. The targeted performance stock units granted in 2023 and vesting in 2026 were as follows: 2,348 for Mr. Hageboeck; 854 for Mr. Bumgarner; 840 for Mr. DeRito; 908 for Mr. Quinlan; and 611 for Mr. Legge. The targeted performance stock units granted in 2024 and vesting in 2027 were as follows: 2,441 for Mr. Hageboeck; 922 for Mr. Bumgarner; 868 for Mr. DeRito; 1,045 for Mr. Quinlan; and 628 for Mr. Legge. The targeted performance stock units granted in 2025 and vesting in 2028 were as follows: 2,021 for Mr. Hageboeck; 786 for Mr. Bumgarner; 719 for Mr. DeRito; 898 for Mr. Quinlan; and 520 for Mr. Legge. (3) Mr. Quinlan was awarded 1,200 shares of restricted stock on 4/20/2019. These restricted shares will vest as follows: 4/29/2026 - 400 shares. Mr. Quinlan was awarded 1,200 shares of restricted stock on 2/26/2021. These restricted shares will vest as follows: 2/26/2027 - 400 shares. Cumulative vesting of each award (400 shares and 400 shares) will occur upon an involuntary termination after a change of control.

  46. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the number of stock options exercised and the value realized upon exercise by the named executive officers during the fiscal year ended December 31, 2025.

  47. Option Exercises and Stock Vested

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized Upon Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (#) | ($) | (#) | ($) | | Charles R. Hageboeck (Principal Executive Officer) | - | - | 9,214 | 1,080,764 | | David L. Bumgarner (Principal Financial Officer) | - | - | 2,480 | 291,000 | | John A. DeRito | - | - | 3,200 | 375,355 | | Michael T. Quinlan, Jr. | - | - | 3,718 | 436,030 | | Jeffrey D. Legge | - | - | 2,289 | 268,498 |

  48. Charles R. Hageboeck, President & Chief Executive Officer

    | | POST-EMPLOYMENT PAYMENTS – HAGEBOECK | | | | | | | | Executive Benefits and Payments Upon Termination | | Cash Payments ($) (1) | Health Insurance ($) (2) | Life Insurance ($) | Option Awards In-the-Money ($) | Restricted Stock Awards ($) (5) | Total Compensation ($) (1) | | Termination for Just Cause | | - | - | - | - | - | - | | Termination Without Just Cause | | 4,487,580 | 118,064 | - | - | - | 4,605,644 | | Voluntary Termination at 12/31/2025 (4) | | 1,534,017 | 118,064 | - | - | - | 1,652,081 | | Death | | 4,487,580 | - | 1,398,000 | - | 1,163,750 | 7,049,330 | | Disability (3) | | 4,487,580 | 118,064 | - | - | 1,163,750 | 5,769,394 | | Change of Control (4) | | 4,487,580 | 118,064 | - | - | 1,163,750 | 5,769,394 |

  49. David L. Bumgarner, Chief Financial Officer

    | POST-EMPLOYMENT PAYMENTS – BUMGARNER | | | | | | | | Executive Benefits and Payments Upon Termination | Cash Payments ($) | Health Insurance ($) (2) | Life Insurance ($) | Option Awards In-the-Money ($) | Restricted Stock Awards ($) (1) | Total Compensation ($) | | Termination for Just Cause | - | - | - | - | - | - | | Termination Without Just Cause | - | - | - | - | - | - | | Voluntary Termination at 12/31/2025 | - | - | - | - | - | - | | Death (1) | - | - | 728,000 | - | 439,252 | 1,167,252 | | Disability (1) | - | - | - | - | 439,252 | 439,252 | | Change of Control (2)(3) | 1,350,440 | 35,469 | - | - | 439,252 | 1,825,161 |

  50. John A. DeRito

    | POST-EMPLOYMENT PAYMENTS – DERITO | | | | | | | | Executive Benefits and Payments Upon Termination | Cash Payments ($) | Health Insurance ($) (2)(3) | Life Insurance ($) | Option Awards In-the-Money ($) | Restricted Stock Awards ($) (1) | Total Compensation ($) | | Termination for Just Cause | - | - | - | - | - | - | | Termination Without Just Cause (2) | 701,538 | 20,463 | - | - | - | 722,001 | | Voluntary Termination at 12/31/2025 | - | - | - | - | - | - | | Death (1) | - | - | 662,000 | - | 414,578 | 1,076,578 | | Disability (1) | - | - | - | - | 414,578 | 414,578 | | Change of Control (3)(4) | 1,216,000 | 35,469 | - | - | 414,578 | 1,666,047 |

  51. John A. DeRito

    | POST-EMPLOYMENT PAYMENTS – QUINLAN | | | | | | | | Executive Benefits and Payments Upon Termination | Cash Payments ($) | Health Insurance ($) (3) | Life Insurance ($) | Option Awards In-the-Money ($) | Restricted Stock Awards ($) (1) | Total Compensation ($) | | Termination for Just Cause | - | - | - | - | - | - | | Termination Without Just Cause | - | - | - | - | - | - | | Voluntary Termination at 12/31/2025 | - | - | - | - | - | - | | Death (2) | - | - | 830,000 | - | 585,868 | 1,415,868 | | Disability (2) | - | - | - | - | 585,868 | 585,868 | | Change of Control (2)(3) | 1,460,864 | 35,469 | - | - | 585,868 | 2,082,201 |

  52. Jeffrey D. Legge

    | POST-EMPLOYMENT PAYMENTS – LEGGE | | | | | | | | Executive Benefits and Payments Upon Termination | Cash Payments ($) | Health Insurance ($) (3) | Life Insurance ($) | Option Awards In-the-Money ($)(1) | Restricted Stock Awards ($) (2) | Total Compensation ($) | | Termination for Just Cause | - | - | - | - | - | - | | Termination Without Just Cause | - | - | - | 27,075 | - | 27,075 | | Voluntary Termination at 12/31/2025 | - | - | - | 27,075 | - | 27,075 | | Death (2) | - | - | 610,000 | 27,075 | 300,503 | 937,578 | | Disability (2) | - | - | - | 27,075 | 300,503 | 327,578 | | Change of Control (2)(4) | 1,015,650 | 29,168 | - | 27,075 | 300,503 | 1,372,396 |

  53. Pay vs Performance

    Pay vs Performance

  54. Pay vs Performance

    | Pay Versus Performance Table for 2025 | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Compensation Actually Paid to non-PEO NEOs(2) | TSR(4) | Peer Group TSR(5) | City's Net Income (in thousands)(6) | Return On Average Assets(7) | | 2025 | $1,922,194 | $2,278,228 | $785,071 | $902,584 | $197.76 | $162.30 | $130,485 | 1.97% | | 2024 | $1,910,759 | $2,450,813 | $763,459 | $947,674 | $168.04 | $132.71 | $117,101 | 1.85% | | 2023 | $1,894,563 | $2,731,310 | $750,107 | $991,689 | $128.53 | $111.44 | $114,365 | 1.87% | | 2022 | $1,700,648 | $2,432,213 | $605,800 | $774,909 | $124.92 | $109.30 | $102,071 | 1.71% | | 2021 | $1,458,504 | $1,842,789 | $510,454 | $605,647 | $106.52 | $113.52 | $88,080 | 1.49% |

  55. Pay vs Performance

    (1) The compensation paid to Mr. Hageboeck are the amounts of total compensation reported for each corresponding year in the "Total" of the "Summary Compensation Table for 2025." (2) The amounts reported as Compensation Actually Paid to PEO and the average for the non-PEO NEOs as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual value of compensation earned or paid to Mr. Hageboeck and the average for the non-PEO NEOs during the applicable year. The following adjustments were made to Mr. Hageboeck's and the average for the non-PEO NEOs total compensation for each year in accordance with Item 402(v) of SEC Regulation S-K to determine the compensation actually paid to Mr. Hageboeck and the average for the non-PEO NEOs:

  56. Pay vs Performance

    | Year | Reported Summary Compensation Table Total | Reported Grant Date Fair Value of Equity Awards(A) | Equity Award Adjustments(B) | Compensation Actually Paid | | Charles R. Hageboeck, President & CEO | | | | | | 2025 | $1,922,194 | $(404,867) | $760,901 | $2,278,228 | | 2024 | $1,910,759 | $(404,847) | $944,901 | $2,450,813 | | 2023 | $1,894,563 | $(389,813) | $1,226,560 | $2,731,310 | | 2022 | $1,700,648 | $(389,840) | $1,121,405 | $2,432,213 | | 2021 | $1,458,504 | $(389,802) | $774,087 | $1,842,789 | | Average of Other NEOs | | | | | | 2025 | $785,071 | $(146,385) | $263,898 | $902,584 | | 2024 | $763,459 | $(143,607) | $327,822 | $947,674 | | 2023 | $750,107 | $(133,342) | $374,924 | $991,689 | | 2022 | $605,800 | $(107,481) | $276,590 | $774,909 | | 2021 | $510,454 | $(102,981) | $198,174 | $605,647 |

  57. Pay vs Performance

    (A) The "Reported Grant Date Fair Value of Equity Awards" represents the amount reported as "Stock Awards" in the "Summary Compensation Table for 2025" for the applicable year. (B) The "Equity Award Adjustments" for each applicable year include the following adjustments: (i) the year-end value of any equity awards granted in the applicable year that were outstanding and unvested at the end of the applicable year; (ii) the amount of change as of the end of the applicable year (from the previous year-end) in fair value of any equity awards granted in prior years that were still outstanding and unvested as of the applicable year-end; (iii) for equity awards that were granted and vested in the same applicable year, the fair value of the equity awards on the vesting date; (iv) for equity awards granted in prior years that vested in the applicable year, the amount of change as of the vesting date (from the previous year-end) in fair value of the equity awards; (v) for equity awards granted in prior years that were determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value as of the previous year-end; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such equity awards or included in any other component of "total compensation" for the applicable year. The fair value of all unvested PSU's is based on the expected vesting percentile of PSU's for a given year which would be earned under conditions noted in the "Long-Term Incentives" discussion. The adjustments in calculating the "Equity Award Adjustments" are as follows:

  58. Pay vs Performance

    | Year | Year-End Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value on Vesting Date of Awards Granted & Vested in Applicable Year | Year over Year Change in Fair Value of Equity Awards that Vested in the Applicable Year | Awards Granted in Prior Years that Are Determined to Fail to Meet Vesting Conditions During the Applicable Year, the Fair Value at the Previous Year-End | Dollar Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in the Fair Value of Such Award or Included in Any Other Component of Total Compensation | Total Equity Award Adjustments | | Charles R. Hageboeck, President & CEO | | | | | | | | | 2025 | $378,942 | $346,203 | $— | $15,631 | $— | $20,125 | $760,901 | | 2024 | $406,896 | $533,971 | $— | $(63,349) | $— | $19,998 | $897,516 | | 2023 | $466,870 | $683,977 | $— | $67,973 | $— | $19,611 | $1,238,431 | | 2022 | $497,395 | $617,068 | $— | $(967) | $— | $18,099 | $1,131,595 | | 2021 | $388,079 | $300,515 | $— | $76,378 | $— | $18,180 | $783,152 | | Average of Other NEOs(3) | | | | | | | | | 2025 | $137,012 | $112,655 | $— | $7,022 | $— | $7,209 | $263,898 | | 2024 | $161,539 | $171,605 | $— | $(12,617) | $— | $7,296 | $327,823 | | 2023 | $154,665 | $194,897 | $— | $17,604 | $— | $7,758 | $374,924 | | 2022 | $137,343 | $148,498 | $— | $(76) | $— | $7,336 | $293,101 | | 2021 | $102,514 | $83,224 | $— | $17,084 | $— | $8,662 | $211,484 |

  59. Pay vs Performance

    (3) NEOs included in the Average Calculation are: 2024: Messrs. David L. Bumgarner, John A. DeRito, Michael T. Quinlan, Jr., and Jeffrey D. Legge 2023: Messrs. David L. Bumgarner, John A. DeRito, Michael T. Quinlan, Jr., and Jeffrey D. Legge 2022: Messrs. David L. Bumgarner, John A. DeRito, Michael T. Quinlan, Jr., and Jeffrey D. Legge 2021: Messrs. David L. Bumgarner, John A. DeRito, Michael T. Quinlan, Jr., and Jeffrey D. Legge (4) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (determined in accordance with Item 402(v) of SEC Regulation S-K), assuming dividend reinvestment, and the difference between City's Common Stock price at the end and beginning of the measurement period by City's Common Stock price at the beginning of the measurement period. (5) Peer group total shareholder return using the KBW NASDAQ Regional Bank Index. (6) The dollar amounts reported represent the amount of Net Income (in thousands) reflected in City's audited consolidated financial statements for each of the applicable years. (7) City has determined that ROAA is the financial performance measurement that, in City's assessment, represents the most important performance measurement not otherwise disclosed in this table that is used by City to link compensation actually paid to City's NEOs for the most recently completed fiscal year.

  60. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section captioned "EXECUTIVE COMPENSATION - Compensation Discussion and Analysis," City's executive compensation program includes variable components in the form of annual incentive compensation and long-term incentive awards. While City utilizes several performance measures to align executive compensation with City's performance, not all of those measures are presented in the "Pay Versus Performance Table for 2025." Moreover, City generally seeks to incentivize long-term performance and, therefore, does not specifically align City's performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of SEC Regulation S-K) for a particular year. In accordance with Item 402(v) of SEC Regulation S-K, City is providing the following descriptions of the relationships between information presented in the "Pay Versus Performance Table for 2025."

  61. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Hageboeck and the average amount of compensation actually paid to City's other named executive officers as a group (excluding Mr. Hageboeck) is generally aligned with City's cumulative TSR over the five years presented in the "Pay Versus Performance Table for 2025." The alignment of compensation actually paid with City's cumulative TSR over the period presented is due to the fact that a significant portion of the compensation actually paid to Mr. Hageboeck and to the other named executive officers is comprised of equity awards. The estimated grant date fair value of the target PSU award in 2025 was approximately 10% of total direct compensation for Mr. Hageboeck and approximately 9% of total direct compensation for the other named executive officers. The following graph details City's cumulative TSR in comparison to the Regional Compensation Peer Group (as defined in the section captioned "EXECUTIVE COMPENSATION - Compensation Discussion and Analysis") cumulative TSR for each of the measurement periods (determined in accordance with Item 402(v) of SEC Regulation S-K) as presented in the "Pay Versus Performance Table for 2025."

  62. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of compensation actually paid to Mr. Hageboeck and the average amount of compensation actually paid to City's other named executive officers as a group (excluding Mr. Hageboeck) is generally aligned with City's net income over the five years presented in the "Pay Versus Performance Table for 2025." While City does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure of ROATCE, which City does use in setting goals for annual incentive compensation and ROAA and TSR which City does use in determining the vesting of PSUs that are awarded to the named executive officers. As described in more detail in the section captioned "EXECUTIVE COMPENSATION - Compensation Discussion and Analysis," the target annual incentive compensation as a percent of 2025 base salary was 60% for Mr. Hageboeck and 42.5% for the other named executive officers.

  63. Compensation Actually Paid and ROAA

    Compensation Actually Paid and ROAA As described in more detail in the section captioned "EXECUTIVE COMPENSATION - Compensation Discussion and Analysis," the number of PSUs earned is based on the cumulative ROAA for a three-fiscal-year performance period as well as by City's relative TSR as compared to its Regional Peer Group. As demonstrated by the following graph, the amount of compensation actually paid to Mr. Hageboeck and the average amount of compensation actually paid to City's other named executive officers as a group (excluding Mr. Hageboeck) is generally aligned with City's ROAA over each of the five years presented in the "Pay Versus Performance Table for 2025."

  64. Compensation Actually Paid and ROATCE

    Compensation Actually Paid and ROATCE As described in more detail in the section captioned "EXECUTIVE COMPENSATION - Compensation Discussion and Analysis," the amount of annual incentive compensation is tied to City's ROATCE as compared to its Regional Peer Group. As demonstrated in the following graph, the amount of compensation actually paid to Mr. Hageboeck and the average amount of compensation actually paid to City's other named executive officers as a group (excluding Mr. Hageboeck) is generally aligned with City's ROATCE over each of the five years presented in the "Pay Versus Performance Table for 2025."

  65. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the annual total compensation (as defined below) for the Chief Executive Officer (the “CEO”) and for the median employee along with the ratio of the CEO’s annual total compensation to the median employee’s annual total compensation. Our median employee was identified through the following procedure: (1) we obtained a list of all employees (including full-time, part-time, temporary or seasonal) employed as of December 31, 2025, excluding our CEO; (2) we annualized the compensation of full-time and part-time permanent employees who were employed as of December 31, 2025, but did not work for the Company the entire year in 2025 (no full-time equivalent adjustments were made for part-time employees); (3) total compensation was then calculated in same manner for all employees as shown for our CEO in the “Summary Compensation Table”; and (4) we then selected the employee that ranked as the median (475 of 950).

  66. CEO Pay Ratio

    | Annual Total Compensation of Mr. Hageboeck, CEO | $1,922,194 | | Annual Total Compensation of Median Employee | $45,321 | | Ratio of CEO to Median Employee Compensation | 42x |