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CSB Bancorp, Inc.

For the period ended Apr 23, 2025. Filed Mar 14, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 23, 2025 · Filed Mar 14, 2025

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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

▬ 2025 ▬ Proxy Statement &Notice of Annual Meeting

Meeting Date:Wednesday, April 23, 2025
Meeting Time:7:00 P.M. EDT
Meeting Location:Carlisle Inn4949 Walnut Street, Walnut Creek, OH 44687

91 North Clay Street Millersburg, Ohio 44654

March 12, 2025

Dear Fellow Shareholders:

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of CSB Bancorp, Inc. (“CSB”) will be held on Wednesday, April 23, 2025, 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:

To elect the following directors for terms of three years each:

NomineeTerm Will Expire In:
Cheryl M. Kirkbride2028
Stephen E. Schillig2028

To ratify the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for CSB for the fiscal year ending December 31, 2025;

To approve, in a non-binding advisory vote, the compensation of CSB’s named executive officers;

To conduct an advisory vote on the frequency of future advisory votes on the compensation of CSB’s named executive officers; and

To transact any other business that may properly come before the Annual Meeting or any adjournments thereof.

At the conclusion of the Annual Meeting, we will review highlights from the past year, The Commercial and Savings Bank’s 146 th 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 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,

Robert K. BakerChairman, Board of DirectorsEddie L. SteinerPresident & Chief Executive Officer

Table of Contents

COMPANY OVERVIEW3
NOTICE OF ANNUAL SHAREHOLDERS' MEETING4
SUMMARY OF MATTERS TO BE VOTED UPON4
VOTING OF PROXY MATERIALS5
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 23, 20255
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING5
BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS9
NOMINEES FOR ELECTION OF DIRECTORS10
DIRECTORS CONTINUING IN OFFICE11
MEMBERSHIP AND MEETINGS OF THE BOARD AND ITS COMMITTEES13
SHAREHOLDER RECOMMENDATIONS17
EXECUTIVE OFFICERS17
DISCUSSION OF EXECUTIVE COMPENSATION PROGRAMS17
THE COMPENSATION COMMITTEE REPORT21
EXECUTIVE COMPENSATION AND OTHER INFORMATION22
NONQUALIFIED DEFERRED COMPENSATION22
PAY VERSUS PERFORMANCE DISCLOSURE23
REPORT OF THE AUDIT COMMITTEE23
PROPOSAL ONE — ELECTION OF DIRECTORS24
PROPOSAL TWO — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM25
PROPOSAL THREE – ADVISORY VOTE ON EXECUTIVE COMPENSATION26
PROPOSAL FOUR – ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING RESOLUTIONS TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS27
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES28
CERTAIN RELATIONSHIPS AND RELEATED TRANSACTIONS28
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION29
INSIDER TRADING ARRANGEMENTS AND POLICIES30
PROPOSALS BY SHAREHOLDERS FOR 2026 ANNUAL MEETING30
SHAREHOLDER COMMUNICATION WITH BOARD OF DIRECTORS30
OTHER BUSINESS31
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.