United States
Securities and Exchange Commission

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION

Proxy Statement Pursuant to Section 14(a) OF THE SECURITIES EXCHANGE ACT OFof the Securities

Exchange Act of 1934

Filed by the Registranto
Filed by a Party other than the Registranto
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

þ☒ Preliminary Proxy Statement

o☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o☐ Definitive Proxy Statement

o☐ Definitive Additional Materials

o☐ Soliciting Material Pursuant to 240.14a-12

§240.14a-12

CSB BANCORP, INC.

Bancorp, Inc.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Name of Registrant as Specified In Its Charter)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

þ☒ No fee required.

required

o☐     Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
o Fee paid previously with preliminary materials.
materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-1 l(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:

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(2)Form, Schedule or Registration Statement No.:

Meeting Date:

Wednesday, April 26, 2023

Meeting Time:

(3)Filing Party:

7:00 P.M. EDT

Meeting Location:

Carlisle Inn

4949 Walnut Street, Walnut Creek, OH 44687

(4)Date Filed:

CSB BANCORP, INC.
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91 North Clay Street
Millersburg, Ohio 44654

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Wednesday, April 22, 2009

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 on Wednesday, April 22, 2009, at 7:00 p.m. local time,44687.

The Meeting is being conducted for the following purposes:

1.
To elect the following directors for terms of three years each:
1.To elect three directors for three-year terms ending in 2012;

Nominee

Term Will Expire In:

Robert K. Baker

2.To approve and adopt the proposed amendment to Article VIII of the Code of Regulations of CSB Bancorp, Inc.;

2026

Vikki G. Briggs

3.To approve adjournment of the Meeting if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Meeting to approve and adopt the proposed amendment to Article VIII of the Code of Regulations of CSB Bancorp, Inc; and
4.To transact any other business that may properly come before the Meeting or any adjournments thereof.

2026

          The Board2.
To ratify the appointment of Directors has fixed the close of business of March 2, 2009S.R. Snodgrass, P.C. as the record dateindependent registered public accounting firm for CSB for the determinationfiscal year ending December 31, 2023;
3.
To approve the adoption of shareholders entitled to notice of and to vote at the Annual Meeting. It is important that your shares be voted, and all shareholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting in person, we urge you to fill in, date, sign and return the enclosed Proxy Card in the envelope provided.
By Order of the Board of Directors,
/s/ Eddie L. Steiner  
Eddie L. Steiner 
President and Chief Executive Officer 
Millersburg, Ohio
March      , 2009

2

CSB BANCORP, INC.
91 North Clay Street
Millersburg, Ohio 44654
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 22, 2009
GENERAL
The enclosed proxy is solicited by the Board of Directors of CSB Bancorp, Inc. (“CSB” or “Company”), the principal executive offices of which are located at 91 North Clay Street, Millersburg, Ohio 44654, in connection with the Annual Meeting of Shareholders (the “Meeting”) of CSB to be held on Wednesday, April 22, 2009, at the Carlisle Inn, Walnut Creek, Ohio, at 7:00 p.m. local time or at any adjournment thereof. This proxy statement and the accompanying notice of meeting are first being mailed to shareholders on or about March, 2009.
The Meeting has been called for the following purposes: (i) to elect three directors, each for a three-year term; (ii) to approve and adopt the proposed amendment to Article VIIIIII, Section 3 of our Code of Regulations, to comply with newly adopted Rule 14a-19, promulgated under the Securities Exchange Act of CSB Bancorp, Inc.; (iii) to approve adjournment of the Meeting if necessary to solicit additional proxies in the event that there are not sufficient votes at the time of the Meeting to approve1934, as amended; and adopt the proposed amendment to Article VIII of the Code of Regulations of CSB Bancorp, Inc.; and (iv) to
4.
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 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

COMPANY OVERVIEW

3

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING

4

SUMMARY OF MATTERS TO BE VOTED UPON

4

VOTING OF PROXY MATERIALS

5

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

5

BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

8

NOMINEES FOR ELECTION AS DIRECTORS

9

DIRECTORS CONTINUING IN OFFICE

10

MEMBERSHIP AND MEETINGS OF THE BOARD AND ITS COMMITTEES

12

SHAREHOLDER RECOMMENDATIONS

15

EXECUTIVE OFFICERS

15

DISCUSSION OF EXECUTIVE COMPENSATION PROGRAMS

16

THE COMPENSATION COMMITTEE REPORT

19

EXECUTIVE COMPENSATION AND OTHER INFORMATION

20

NONQUALIFIED DEFERRED COMPENSATION

20

PAY VERSUS PERFORMANCE DISCLOSURE

21

REPORT OF THE AUDIT COMMITTEE

21

PROPOSAL ONE — ELECTION OF DIRECTORS

22

PROPOSAL TWO — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

23

PROPOSAL THREE — APPROVE THE AMENDMENT TO ARTICLE III, SECTION 3 OF OUR CODE OF REGUALTIONS

24

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

25

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

25

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

25

PROPOSALS BY SHAREHOLDERS FOR 2024 ANNUAL MEETING

26

SHAREHOLDER COMMUNICATION WITH BOARD OF DIRECTORS

26

OTHER BUSINESS

26

Exhibit A - Proposed Amendment to our Code of Regulations

27

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

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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.

Page 3

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING

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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3

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.

REVOCATION

Page 4

VOTING OF PROXIES, DISCRETIONARY AUTHORITY
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.comusing your 15-digit control number.

QUESTIONS AND CUMULATIVEANSWERS ABOUT THE ANNUAL MEETING AND VOTING

When And Where Will the Annual Meeting Be Held?

•
The Annual Meeting will be held on April 26, 2023, at Carlisle Inn, located at 4949 Walnut Street, Walnut Creek, Ohio at 7:00 P.M. EDT. To obtain directions to the Annual Meeting location, please contact Ms. Peggy L. Conn at 330.674.9015.

Why Did I Receive These Proxy Materials?

Shares•
You have received these proxy materials because CSB’s Board of CSB’sDirectors (sometimes referred to as the “Board”) is soliciting a proxy to vote your shares at the Annual Meeting. This proxy statement contains information that CSB is required to provide to you under the rules of the Securities and Exchange Commission (the “Commission”) and is intended to assist you in voting your shares.

Who May Vote at The Annual Meeting?

•
Only holders of common stock,shares of record at the close of business on March 1, 2023, are entitled to receive notice of, and to vote at, the Annual Meeting. At the close of business on March 1, 2023, there were 2,680,625 common shares, par value $6.25 per share, (the “Common Shares”), can be votedof the Company outstanding and entitled to vote.

Page 5

What Is the Difference Between Holding Shares As A “Shareholder Of Record” And As A “Beneficial Owner?”

•
If your shares are registered directly in your name, you are considered the “shareholder of record” of those shares. CSB has sent these proxy materials directly to all “shareholders of record.” Alternatively, if your shares are held in an account at a brokerage firm, bank, broker-dealer, or other nominee, which is sometimes called “street name,” then you are the “beneficial owner” of those shares, and these proxy materials were forwarded to you by your nominee. The organization holding your shares is the shareholder of record for purposes of voting the shares at the Meeting only ifAnnual Meeting. As the shareholder is represented by proxy or is present in person. Shareholders who execute proxies retainbeneficial owner, you have the right to revoke it priordirect your nominee how to vote the common shares held in your account by following the voting instructions they provide to you. If you hold your common shares in street name, you may be eligible to appoint your proxy electronically via the Internet or atby telephone and may incur costs associated with the Meeting. Unless so revoked, theelectronic access or telephone usage.

How Will My Common Shares Be Voted?

•
Those common shares represented by such proxiesa properly executed proxy received prior to the Annual Meeting and not subsequently revoked will be voted as you direct. If you submit a valid proxy prior to the Annual Meeting but do not complete the voting instructions on the proxy, to the extent permitted by applicable law, your proxy will vote your common shares as recommended by the Board of Directors, as follows:
o
“FOR” the election of each of the director nominees listed below under “PROPOSAL ONE – ELECTION OF DIRECTORS”;
o
“FOR” the ratification of S.R. Snodgrass, P.C. (“Snodgrass”) as CSB’s independent registered public accounting firm for the fiscal year ending December 31, 2023, under “PROPOSAL TWO – RATIFICATION AND APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”; and
o
“FOR” the adoption of the proposed amendment to Article III, Section 3 of our Code of Regulations, to comply with Rule 14a-19, promulgated under the Exchange Act, under “PROPOSAL THREE – APPROVE THE AMENDMENT TO ARTICLE III, SECTION 3 OF OUR CODE OF REGULATIONS”.

Will Other Matters Be Decided At The Annual Meeting?

•
On the date that this proxy statement was printed, CSB did not know of any matters to be raised at the Annual Meeting other than those included in this proxy statement. If you submit a valid proxy and all adjournments thereof. Proxiesother matters are properly presented for consideration at the Annual Meeting, then the individuals appointed as proxies will have the discretion to vote on those matters for you.

Who Pays The Cost Of Proxy Solicitation?

•
The accompanying proxy is solicited by and on behalf of the Board of Directors of CSB, whose Notice of Annual Meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by CSB. In addition to the use of the mail, proxies may be solicited in person, or by telephone, facsimile or electronic mail by directors, officers, and employees of CSB. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries for forwarding solicitation material to the beneficial owners of common shares held of record by such persons, and CSB will reimburse them for reasonable out-of-pocket expenses they may incur to forward such items.

May I Revoke My Proxy?

•
Yes, proxies may be revoked by writtenat any time before a vote is taken or the authority granted is otherwise exercised. Revocation may be accomplished by:
o
Executing and delivering a later dated proxy regarding the same common shares;
o
Giving notice in writing to theMs. Peggy L. Conn, Corporate Secretary, of CSB (addressed to: CSB Bancorp, Inc., 91 North Clay Street, Millersburg, Ohio 44654, Attention: Ms. Peggy L. Conn, Secretary)which must be received prior to the Annual Meeting; or
o
Voting in person at the Annual Meeting.
•
If your shares are held in street name and you wish to revoke your proxy, you should follow the instructions provided to you by the record holder of your shares. If you wish to revoke your proxy in person at the Annual Meeting, you must bring a legal proxy from the shareholder of record indicating that you were the beneficial owner of the shares on March 1, 2023. Attending the Annual Meeting will not, by itself, revoke your proxy.

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What Constitutes A Quorum?

•
Under CSB’s Code of Regulations (the “Regulations”), a quorum is required to be represented in person or by proxy at the filingAnnual Meeting in order to conduct business. The Regulations provide that a quorum is a majority of the voting capital stock of CSB then outstanding and entitled to vote at the Annual Meeting. The common shares outstanding are the only shares of CSB’s capital stock entitled to vote at the Annual Meeting. Common shares may be present in person or represented by proxy at the Annual Meeting. As of March 1, 2023, there were 2,680,625 common shares outstanding and entitled to vote. Consequently, at least 1,340,313 common shares must be represented at the Annual Meeting in order to transact business.
•
Abstentions are counted as present for purposes of determining a later dated proxy priorquorum. Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other shareholder of record how to vote their shares using the voting instructions provided by it. If a street name holder does not provide timely instructions, the broker or other nominee may have the authority to vote being takenon some proposals but not others. If the broker or other nominee does not vote on a particular proposal atbecause the Meeting. A proxy willnominee does not be voted ifhave discretionary voting power and has not received instructions from the beneficial owner, this results in a shareholder attends the Meeting and votes in person. Proxies solicited by the Boardbroker non-vote. Broker non-votes on a matter are counted as present for purposes of Directors will be voted in accordance with the directions given therein. Where no instructions are indicated, proxies will be votedestablishing a quorum for the proposals set forth below, and for the nominees for directors set forth below or as otherwise described herein in the event cumulative voting for directors is properly requested. The proxy confers discretionary authorityAnnual Meeting but are not considered entitled to vote on that particular matter. Consequently, broker non-votes generally have no effect on the persons named thereinmatter.

What Are The Voting Requirements To Elect The Directors And To Approve The Other Proposals In This Proxy Statement?

•
Each holder of common shares is entitled to one vote with respect to (i) the election of any person as a director where the nominee is unavailable or unable to serve, (ii) matters incident to the conduct of the Meeting and (iii) any other business that may properly come before the Meeting or any adjournment thereof.for each common share held on March 1, 2023. At this time, it is not known whether there will be cumulative voting for the election of directors at the Annual Meeting. The votes required to approve each of the proposals that are scheduled to be presented at the Annual Meeting are as follows:
•
Proposal One - Election of Directors

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 below.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, theiryour 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. CSB is

•
Proposal Two — Ratification of Independent Registered Public Accounting Firm

The proposal to ratify the sole shareholderappointment of The Commercial & Savings Bank of Millersburg, Ohio, an Ohio banking corporation (“Bank”).

3

The enclosed proxy is being solicited byCSB’s independent registered public accounting firm requires the Board of Directors of CSB and the cost of soliciting proxies will be borne by CSB. In addition to useaffirmative vote of the mail, proxies may be solicited personally or by telephone, telefax, or email by directors, officers and employees of CSB.
VOTING INFORMATION
Who can vote at the Annual Meeting?
Only holders of common shares of record at the close of business on March 2, 2009 are entitled to receive notice of and to vote at the Meeting. At the close of business on March 2, 2009, there were 2,734,799 common shares outstanding and entitled to vote. The common shares are the only shares of CSB’s capital stock entitled to vote at the Meeting.
Each holder of common shares is entitled to one vote for each common share held on March 2, 2009. 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., on April 20, 2009. If cumulative voting is requested and if an announcement of such request is made upon the convening of the Meeting by the chairman or the secretary of the meeting or by or on behalf of the shareholder requesting cumulative voting, you will have votes equal to the number of directors to be elected, multiplied by the number of common shares owned by you, and will be entitled to distribute your votes among the candidates as you see fit.
How do I vote?
Whether or not you plan to attend the Meeting, we urge you to vote in advance by proxy. To do so, you may complete, sign and date the accompanying proxy card and return it in the envelope provided.
If you plan to attend the Meeting and vote in person, we will give you a ballot when you arrive. If your common shares are held in the name of your broker, your financial institution or another record holder, you must bring an account statement or letter from that broker, financial institution or other holder of record authorizing you to vote on behalf of such record holder. The account statement or letter must show that you were the direct or indirect beneficial owner of the common shares on March 2, 2009, the record date for voting at the Meeting.
What if my common shares are held in “street name”?
If you hold your common shares in “street name” with a broker, a financial institution or another holder of record, you should review the information provided to you by such holder of record. This information will describe the procedures you need to follow in instructing the holder of record how to vote your “street name” common shares and how to revoke previously given instructions. If you hold your common shares in “street name,” you may be eligible to appoint your proxy electronically via the Internet or telephonically and may incur costs associated with the electronic access or telephone usage.
How will my common shares be voted?
Those common shares represented by a properly executed proxy card that is received prior to the Meeting and not subsequently revoked will be voted in accordance with your instructions by your proxy. If you submit a valid proxy card prior to the Meeting but do not complete the voting instructions on the proxy card, to the extent permitted by applicable law, your proxy will vote your common shares as recommended by the Board of Directors, as follows:

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•“FOR” the election as CSB directors of the nominees listed below under the heading“PROPOSAL 1 — ELECTION OF DIRECTORS”;
•“FOR”the approval and adoption of the proposed amendment to Article VIII of the Code of Regulations of CSB; and
•“FOR” the approval of adjournment of the Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the Meeting to approve and adopt the proposed amendment to Article VIII of the Code of Regulations of CSB.
No appraisal or dissenters’ rights exist for any action proposed to be taken at the Annual Meeting. If any other matters are properly presented for voting at the Meeting, the persons named as proxies on the accompanying proxy card will vote on those matters, to the extent permitted by applicable law, in accordance with their best judgment.
May I revoke my proxy?
Yes. You may change your mind after you send in your proxy card by following any one of the following three procedures. To revoke your proxy:
•Send in another signed proxy card with a later date, which must be received by CSB prior to the Annual Meeting;
•Send written notice revoking your proxy to Ms. Peggy L. Conn, CSB’s Secretary, at 91 North Clay Street, Millersburg, Ohio 44654, which must be received prior to the Annual Meeting; or
•Attend the Meeting and revoke your proxy in person if your common shares are held in your name. If your common shares are held in the name of your broker, your financial institution or another holder of record and you wish to revoke your proxy in person, you must bring an account statement or letter from the broker, financial institution or other holder of record indicating that you were the beneficial owner of the common shares on March 2, 2009, the record date for voting.
The last-dated proxy you submit (by any means) will supersede any previously submitted proxy.
Attendance at the Annual Meeting will not, by itself, revoke your proxy.
What constitutes a quorum and what vote is required with respect to the proposals presented at the Annual Meeting?
Under CSB’s Regulations, a quorum is a majority of the voting shares of CSB then outstanding and entitled to votevotes cast on the matter at the Annual Meeting. The common shares are the only shares of CSB’s capital stock entitledThis Proposal is considered to vote at the Meeting. Common shares may be present in person or represented by proxy at the Meeting. Both abstentionsa “routine” matter and, therefore, CSB does not expect any broker non-votes areon Proposal Two. Abstentions will be counted as being present for purposesa vote cast and, thus, will have the same effect as a vote “AGAINST” Proposal Two.

•
Proposal Three – Approve the Amendment to Article III, Section 3 of determiningour Code of Regulations

The proposal to amend our Regulations requires the presenceaffirmative vote of the holders of a quorum. There were 2,734,799 commonmajority of the shares that are outstanding and entitled to vote on March 2, 2009, the record date. A majority of the outstanding common shares, or 1,367,400 common shares, present in person or represented by proxy, will constitute a quorum. A quorum must exist to conduct businessmatter at the Annual Meeting.

Why is the amendment to Article VIII The effect of CSB’s Code of Regulations necessary?
The primary objective of the proposed amendment to Article VIII of the current CSB Code of Regulations is to authorize the issuance of uncertificated shares as provided by Ohio law so as to enable CSB to maximize flexibility in dealing with shareholder documentation and opportunities, and as a cost-savings measure.

5

The authorization of the uncertificated shares would permit CSB to reflect ownership without the cost and delay of issuing actual stock certificates. The Board of Directors believes that this will help to reduce costs because CSB will not have to cause actual certificates for shares of stock to be prepared and issued when appropriate, including under the planned CSB direct stock purchase plan as administered by CSB’s transfer agent.
Every holder of shares of the Corporation will remain entitled, upon request, to receive one or more certificates representing the shares of stock of the Corporation held by such holder.
Vote Required with Respect to Proposal 1.
•Proposal 1 — Election of Directors
Under Ohio law and CSB’s Regulations, the three nominees for election as CSB directors receiving the most votes“FOR”election will be elected as directors in the class whose terms will expire at the 2012 Annual Meeting of Shareholders. Common shares as to which the authority to vote is withheld will be counted for quorum purposes but will not affect whether a nominee has received sufficient votes to be elected.
Votes Required for the Approval of Proposals 2 and 3.To approve the proposals 2 and 3, the following proportion of votes is required:
Item
Vote RequiredEffect of Abstention and Broker Non Votes, if any
Amendment to Article VIII of CSB’s Code of RegulationsApproval of a majority of the common shares present or in person or represented by proxy and entitled to vote at the MeetingAbstention will not count as a vote cast on the proposal but has the same effect as a vote“AGAINST”the proposal

Broker non-vote will have same effect as a vote“AGAINST”the proposal
Adjournment of the Meeting, if Necessary, to Solicit Additional ProxiesApproval of a majority of the common shares present or in person or represented by proxy and entitled to vote at the MeetingAbstention will not count as a vote cast on the proposal but has the same effect as a vote“AGAINST”the proposal

Broker non-vote will have same effect as a vote“AGAINST”the proposal

6

What is the recommendation of CSB’s Board of Directors?
CSB’s Board of Directors recommends that each shareholder vote“FOR”nominees for directors, “FOR” the adoption of the amendment to Article VIII of CSB’s Code of Regulations to authorize uncertificated shares and“FOR”the proposal to adjourn the Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Meeting to adopt the proposed amendment to Article VIII of CSB’s Code of Regulations.
What will the consequences be if the proposed amendment to Article VIII of CSB’s Code of Regulations is not adopted?
If the proposed amendment to Article VIII of CSB’s Code of Regulations to authorize uncertificated shares is not adopted, CSB will not be able to issue uncertificated shares of stock and may increase unnecessary costs and expenses required in preparing and issuing such certificates, including certificates under the CSB direct stock purchase plan.
Who pays the cost of proxy solicitation?
CSB will pay the costs of preparing, assembling, printing and mailing this proxy statement, the accompanying proxy card, the 2008 Annual Report and other related materials and all other costs incurred in connection with the solicitation of proxies on behalf of the Board of Directors. Although we are soliciting proxies by mailing these proxy materials to holders of our common shares, the directors, officers and employees of CSB and our subsidiaries also may solicit proxies by further mailing, personal contact, telephone, facsimile or electronic mail without receiving any additional compensation for such solicitations.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON APRIL 22, 2009
The Proxy Statement, Form 10-K for the year ended December 31, 2008, and the 2008 Annual Report to shareholders are available at http://www.csb1.com/Investor Relations.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shareholders of record as of the close of business on March 2, 2009, (the “Record Date”), are entitled to (i) notice of the Meeting and (ii) one vote on each matter to be considered at the Meeting for each Common Share held on that date. As of the Record Date, there were 2,734,799 Common Shares issued and outstanding. The presence at the Meeting in person or by proxy of at least a majority of such shares will be required to constitute a quorum at the Meeting. Common Shares held by holders who abstain from voting and all Common Shares held by brokers who do not have the discretionary authority to vote on certain matters will be included in determining the presence of a quorum. Consequently, an abstention or a broker non-vote has the same effect as a vote against a proposal or director nominee, as each abstention or broker non-vote would be one less vote in favor of a proposal or for a director nominee. Shareholders will not be entitled to dissenter’s rights with respect to any matter to be considered atis the Meeting.

7

BENEFICIAL OWNERSHIP
The following table sets forth, as of the Record Date, (i) the Common Shares beneficially owned by each director, nominee for director and named executive officer of CSB or any person who has acted in such capacity since the beginning of the last fiscal year of CSB and (ii) the Common Shares beneficially owned by all current executive officers and directorssame as a group.
Number of Common Shares1
                     
              Shares of  
              Common Stock  
Name of             Beneficially Percent of
Beneficial Owner Sole Shared Options Owned Class
                     
Robert K. Baker  5,502.8413   1,760.5862   —   7,263.4275   * 
                     
Ronald E. Holtman  1,300.0000   500.0000   —   1,800.0000   * 
                     
J. Thomas Lang  1,305.0000   5,839.1752   —   7,144.1752   * 
                     
Daniel J. Miller  30,241.6807   16,273.0000   —   46,514.6807   1.70%
                     
Jeffery A. Robb, Sr.  4,224.2813       —   4,224.2813   * 
                     
Eddie L. Steiner  18,793.0000   1,252.5299   —   20,045.5299   * 
                     
John R. Waltman  15,465.0000   379.0227   —   15,844.0227   * 
                     
Rick L. Ginther  —   3,674.6752   1,000.0000   4,674.6752   * 
                     
Paul D. Greig  18.1490   2,314.0000   12,904.0000   15,236.1490   * 
                     
Paula J. Meiler  6,500.2590   100.0000   18,856.0000   25,456.2590   * 
                     
Total of Directors and Executive Officers as a Group (12 persons)  85,971.193   32,932.4854   33,560.0000   152,463.6768   5.57%
1The amounts shown represent the total outstanding Common Shares beneficially owned by the individuals and the Common Shares issuable upon the exercise of stock options exercisable within the next sixty days from March 2, 2009.
*Indicates less than 1% beneficial ownership of the total of Common Shares outstanding as of March 2, 2009 plus the number of Common Shares issuable upon the exercise of outstanding options for the person or persons indicated. None of the shares reported are pledged as security.

8

vote “AGAINST” Proposal Three.

Page 7

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires CSB’s officers, directors and persons who own more than ten percent of a registered class of CSB’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required to furnish CSB with copies of all Section 16(a) forms they file. During 2008, based solely on CSB’s review of the copies of such forms received by it and by statements of officers and directors that they complied with all applicable filing requirements, CSB’s officers, directors and greater than ten percent beneficial owners have complied with all filing requirements applicable to them.
PROPOSAL 1:
ELECTION OF DIRECTORS
CSB’s Code of Regulations provide that its business shall be managed by a board of directors of not less than three and not more than twenty-five persons. CSB’s Regulations divide such directors into three classes, as nearly equal in number as possible, and set their terms at three years. The Board of Directors, pursuant to CSB’s Code of Regulations, has established the number of directors at seven (7).
Assuming that at least a majority of the issued and outstanding Common Shares are present at the Meeting so that a quorum exists, the three nominees for director of CSB receiving the most votes will be elected as directors. 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 Meeting, and the shareholder’s demand for cumulative voting must be announced at the commencement of the Meeting by or on behalf of the shareholder. If cumulative voting is elected, a shareholder may cast as many votes in an election of directors as the number of directors to be elected multiplied by the number of shares held. The Board of Directors has nominated Ronald E. Holtman, Dr. Daniel J. Miller, and Eddie L. Steiner to serve until the 2012 Annual Meeting of Shareholders, and until their respective successors are elected and qualified. Mr. Holtman, Dr. Miller and Mr. Steiner are incumbent directors whose present terms expire at the Meeting.
If it is intended that Common Shares represented by the accompanying form of proxy will be voted for the election of nominees, please so indicate on the proxy card. (If you do not wish your shares to be voted for particular nominees, please so indicate on the proxy card.) If one or more of the nominees should, at the time of the Meeting, be unavailable or unable to serve as a director, the shares represented by the proxies will be voted to elect the remaining nominees and any substitute nominees designated by the Board of Directors. The Board of Directors knows of no reason why any of the nominees will be unavailable or unable to serve. At this time, it is not known whether there will be cumulative voting for the election of directors at the Meeting. If any shareholder properly demands cumulative voting for the election of directors at the 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, unless authority to vote for any or all of the nominees is withheld.
The Board of Directors recommends that shareholders vote “FOR” the election of the nominees.

9

MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning nominees foras 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 including their principal occupation or employment duringappearing in the past five years. Each nominee, if elected, will serve forSummary Compensation Table, and all directors, and executive officers of the Company as a term expiringgroup. 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)

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 Annual Meetingtotal of Shareholders in 2012.

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.

Page 8

NOMINEES FOR DIRECTOR
(ELECTION AS DIRECTORS

Term Expiring in 2012)

                 
      Principal       
      Occupation for Past  Positions    
      Five Years and  Held with    
Name Age  Other Information  CSB  Director Since 
                 
Ronald E. Holtman  66  Attorney; Logee, Hostetler, Stutzman and Lehman Director  2001 
                 
Daniel J. Miller  69  Retired Physician; East Holmes Family Care, Inc. Director  1979 
                 
Eddie L. Steiner  53  President and Chief Executive Officer, CSB Bancorp, Inc.; formerly Vice President, Production, Smith Dairy Products Company (1989 to 2006) President and Chief Executive Officer; Director  2001 

10

2023

The following table sets forth information concerning (i) incumbent directors of CSB who are not nominees for election at the Meeting and (ii) the other current executive officers of CSB. Included in the table is information regarding each person’s principal occupation or employment during the past five years.
DIRECTORS AND EXECUTIVE OFFICERS
                 
          Year First  
          Elected or  
          Appointed  
          Director of Current
      Principal Positions Held Officer, As Term to
Name Age Occupation2 With CSB Applicable Expire
                 
Jeffery A. Robb, Sr.  59  President and Chairman, Robb Companies, Inc., also formerly Interim President and Chief Executive Officer of Exchange Bancshares, Inc. and The Exchange Bank (2002-2003) Director  2001   2010 
                 
John R. Waltman  67  Attorney, Of Counsel; Critchfield, Critchfield & Johnston, LLC Director  2001   2010 
                 
Robert K. Baker  54  Co-owner and Controller, Bakerwell, Inc. Director  2001   2011 
                 
J. Thomas Lang  65  Veterinarian, Dairy Farmer, Spring Hill Farm, Inc. Director  1993   2011 
                 
Rick L. Ginther3
  58  Banker Senior Vice President; Director, President and Chief Executive Officer of The Commercial and Savings Bank; formerly, Senior Vice President and Chief Lending Officer (2003-2006)  2003   N/A 
                 
Paul D. Greig4
  63  Banker Senior Vice President and Chief Operations/Information Officer  2003   N/A 
2

img7197844_10.jpg 

Robert K. Baker

Age 68

Unless otherwise noted herein, each

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 been engagednominated him for reelection.

img7197844_11.jpg 

Vikki G. Briggs

Age 51

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 occupations area of community engagement. Previously, Ms. Briggs served as the Associate Director of Community Engagement/and employment described aboveProgram 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.

Page 9

DIRECTORS CONTINUING IN OFFICE

Term Expiring in 2024

img7197844_12.jpg 

Julian L. Coblentz

Age 44

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.

img7197844_13.jpg 

Eddie L. Steiner

Age 67

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 past five years.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.

Page 10

DIRECTORS CONTINUING IN OFFICE

Term Expiring in 2025

img7197844_14.jpg 

Cheryl M. Kirkbride

Age 53

3Mr. Ginther held

Ms. Kirkbride has served as a director of CSB and the positionBank 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 Canton regionOrrville Area Boys and Girls Club Board of Bank One N.A. (now JP Morgan Chase & Co.)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 2002John 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 2003provide continued legal and various positions with Bank One Corporation or predecessor from 1973business insight to 2002.the Board of Directors.

img7197844_15.jpg 

Jeffery A. Robb, Sr.

Age 73

4

Mr. GreigRobb 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 from Bank One Corporation (now JP Morgan Chase & Co.)president and chief executive officer of Proctor, Robb and Company, CPA, an accounting firm that specialized in 2002 fromproviding 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 positionUnited 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 National Retail Support Services Manager. During retirement from 2002 through 2003 he was a substitute teacher in two public school systems.Directors.

Page 11

MEMBERSHIP AND MEETINGS OF THE BOARD AND ITS COMMITTEES

               
          Year First  
          Elected or  
          Appointed  
          Director of Current
      Principal Positions Held Officer, As Term to
Name Age Occupation2 With CSB Applicable Expire
               
Paula J. Meiler5
  54  Banker Senior Vice President and Chief Financial Officer  2004  N/A
Membership and Meetings of the Board and its Committees
In 2008,2022, each director attended more than seventy-five percent75% of the total number of meetings of the boardBoard and the committees on which they serve. In addition, all board members are expected to attendserved. All of the annual meetings of shareholders, and alldirectors attended the 2008 Annual Meeting of Shareholders.2022 annual shareholder meeting. Current committee membership for both CSB and the Bank, and the number of meetings of the full boardBoard and each committee in 20082022, are shown in the table below.
                         
  CSB Bancorp, Subsidiary Bank        
Name Inc. Board Board Executive Nominating Compensation Audit
Mr. Baker Member Member     Chair Chair Member
Mr. Holtman Member Member         Member Chair
Mr. Lang Member Member Member Member Member    
Dr. Miller Member Member Member            
Mr. Robb Member Member Member         Member
Mr. Steimel6
                        
Mr. Steiner Member Chair Member            
Mr. Waltman Chair Member Chair Member        
Mr. Ginther     Member Member            
Number of 2008 meetings  13   13   22   2   2   11 

 

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

 

Member

Member

Mr. Coblentz

Member

 

Chair

 

Member

Member

Mr. Robb

Member

 

 

Chair

Member

Member

Mr. Steiner

Member

 

 

 

Chair

Member

Ms. Kirkbride

Member

Member

 

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 board membersdirectors are considered “Independent” as defined“independent directors” under the rules of The NASDAQ Rule 4200:Stock Market LLC (the “NASDAQ”): Mr. Baker, Ms. Briggs, Mr. Holtman, Mr. Lang, Dr. Miller, Mr. Robb,Coblentz, Ms. Kirkbride, and Mr. Waltman.

5Ms. Meiler held the previous positions of Chief Financial Officer and Treasurer of Consumers Bancorp Inc. from 1999 through 2004 and Comptroller of The Citizens Banking Company (fka Sky Bank) and Citizens Bancshares Inc. from 1981 to 1999.
6Samuel M. Steimel resigned for personal reasons in March, 2008. Prior to his resignation, he attended two meetings of the CSB Board, two meetings of the Bank board, one meeting of the Nominating Committee, and one meeting of the Compensation Committee.
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.

Page 12

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 boardBoard and committee meetings. Directors receive no compensation from CSB. Directors who are employees receive no additional compensation for serving on the boardBoard or its committees. In 2008, we provided the following annual compensation to directors who are not employees:

Cash Compensation
The Bank provides non-employee directors the following cash compensation:

•
A cash retainer of $18,000 per year, paid in quarterly installments
•
A cash payment of $750 for each Board and committee meeting attended
•
Audit Committee Chairman receives $1,000 per quarter and the Chairman of the Board receives $3,000 per quarter
•
Reimbursement for customary and usual travel expenses (outside of Board and committee meeting attendance)

The following table sets forth compensation throughinformation for each of the Bank:

•Retainer of $10,000 per year, paid quarterly
•$500 for each board and committee meeting attended
•Reimbursement for customary and usual travel expenses (outside of board and committee meeting attendance)
                     
  Fees Earned or Stock Stock Option All Other  
Name Paid in Cash Awards $ Awards # Compensation $7 Total $
Mr. Baker $30,000   0   0  $1,645  $31,645 
Mr. Holtman  27,500   0   0   92   27,592 
Mr. Lang  28,500   0   0   5,285   33,785 
Dr. Miller  32,000   0   0   0   32,000 
Mr. Robb  32,500   0   0   4,367   36,867 
Mr. Steimel8
  7,000   0   0   3,159   10,159 
Mr. Waltman  33,000   0   0   1,093   34,093 
No director stock awards or options were granted in 2008.
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

CSB

The Board has athree standing subcommittees, the Audit Committee, Nominating Committee, which recommends to the board the nominees for election as directors. The Nominating Committee currently consists of Robert K. Baker, J. Thomas Lang, and John R. Waltman. 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 Committee is responsible for developing and implementing a process and guidelines 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, the potential candidates’ knowledge of the communities in which CSB and the Bank operate; their experience and any special business, financial, or other expertise; their reputation for honesty and integrity; and 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 the CSB Code of Regulations and requirements of applicable law and regulations with respect to evaluating potential
7All Other Compensation includes Messrs. Lang, Robb and Steimel participating in a grandfathered health and dental benefits program. The Bank also provides a 1% reduction of the standard interest rate charged on certain consumer and primary residence mortgage loans to all directors, officers and employees during the period of service to CSB or the Bank.
8Due to his resignation in March 2008, Mr. Steimel’s compensation differs from the other directors.

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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 CSB Board of Directors who are recommended by CSB shareholders, when appropriate. The members of the Nominating Committee are “independent”, as defined by rules adopted by the National Association of Securities Dealers, Inc., through its subsidiary The Nasdaq Stock Market, Inc. (“NASDAQ”). The Nominating Committee operates under a written charter, which is reviewed annually by the 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 and is availablemeets 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 Company’s website at www.csb1.com

The CompensationBoard’s three standing committees, the Bank has an Executive/Loan Committee, was appointed to establish policies and levelscomprised solely of appropriate compensation for directors officers and employees of CSB. The Compensation Committee currently consists of Robert K. Baker, Ronald E. Holtman, and J. Thomas Lang. The members are considered “independent” for purposes of the NASDAQ listing requirements. The CompensationCompany Board. This bank-level committee’s duties and activities are further described below.

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. Additional discussion of the Compensation Committee’s role is set forth in the Compensation Discussion and Analysis section of this Proxy Statement.

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee the accounting and financial reporting processes of the Company. The Audit Committee members are Ronald E. Holtman, Robert K. Baker, and Jeffery A. Robb, Sr.CSB. All of the members of the Audit Committee are independent directors, as defined by the NASDAQ listing standards.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 SecuritiesCommission. Mr. Baker acquired these attributes through education and Exchange Commission.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.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 incorporated hereinthe 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 reference.

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 monitorsmeets throughout the year to monitor the lending activities of the Bank and helps assurehelp ensure that such activities are conducted in a manner consistent with CSB’sthe 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.

SHAREHOLDER RECOMMENDATIONS

The ExecutiveNominating Committee consists of J. Thomas Lang, Daniel J. Miller, Jeffery A. Robb, Sr.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, Rick L. Ginther,Paula J. Meiler, and John R. Waltman.

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Brett A. Gallion

COMPENSATION DISCUSSION AND ANALYSIS
The following discusses the material factors involved in the Company’s decisions regarding the compensation of the Named Executive Officers (the “NEO’s”) as defined on page 17 during 2008.
The specific amounts paid or payable to the NEO’snamed executive officers are disclosed in the tables and narrative beginning on page 19.20 of this proxy statement. The following discussion cross-references those specific tabular and narrative disclosures where appropriate.
Compensation Overview

Compensation Philosophy and Objectives

We believe that, in order to manage and grow a well-run financial services organization,

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.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:

1.
To attract and retain highly qualified management, CSB strives to provide target base salaries close to the median of the market rate paid for comparable positions by similarly sized bank holding companies.
1.In order to attract and retain highly qualified management, we strive to provide target salaries close to the mean of the market rate paid for comparable positions by similarly sized bank holding companies.
2.Where practical, we establish2.
Where practical, CSB establishes performance-based compensation focused on individual results, team results, and contributions to CSB’s overall performance.
3.We attempt to link and align the wealth creation interests of management and shareholders by utilizing CSB stock awards or options as a component of the compensation program.
Components

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.

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Peer Group Evaluation

Total compensation for executivesthe named executive officers is comprised of base salaries, annual cash incentive awards, long-term equity awards, retirement saving plan contributions, severance protection, long-term equity awards and other benefits and perquisites. To determine compensation levels for the NEO’s andnamed executive officers, as well as other officers, we reviewthe Compensation Committee reviews compensation survey data from independent sources to ensure that ourthe total compensation program is competitive. We look at compensation data from companies inSpecifically, 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 industry by usinginstitutions listed above were publicly available peer company disclosures. We target overall compensation levels competitive with our industry comparison peer group. The various componentstraded institutions ranging in size from approximately $757 million in assets to $1.9 billion in assets, core ROAA of executive compensation reflect the following policies:

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 anchoredestablished around the meanmedian of the labor market.market rate paid for comparable positions by similarly sized financial institutions. Individual pay within the range is determined by individualexecutive 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 NEO’s.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

15

salary levels move faster than anticipated or where additional duties and responsibilities are added to the job.
For 2008,

Each outside director annually completes a survey of the base salary levelsChief Executive Officer’s performance and objectives for the coming year. The Compensation Committee reviews all CSB NEO’s are atdirector submissions and the Chairman of the Compensation Committee or belowCSB’s Board Chairman, or both in concert, then conduct a performance review meeting annually with the medianChief Executive Officer. The Chief Executive Officer follows a similar process in annually reviewing the performance of base salariesand establishing coming year objectives for each of peers in other similar-sized financial organizations. In 2008, an overall budget of 3.0% for base salary increases was established and base pay increases ranging from 3.0% to 3.16% were provided to the NEO’s.

Chief Executive Officer’s direct reports.

The amount of an NEO’sa 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 NEO’snamed executive officers’ respective base salaries. In addition, base salary is one component of the contribution formula under the Company’sCSB’s 401(k) and profit sharingprofit-sharing plan and the key component in the Company’s severance and change in control agreements.

agreement.

Page 17

Annual Incentive

The purpose of the annual incentive program is to focus executives on achieving and possibly exceeding the Company’sCSB’s annual performance objectives.objectives consistent with safe and sound operations of the Company and the Bank. In 2008,2022, the performance expectations were established around performance to current year budget, the attainment of specific performance ratios, performance to current year financial plan, and satisfactory compliance with regulatory and audit reviews.

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 plan, only the rewards.

program.

The target annual incentive opportunity during the past fiscal year2022 was 30% of actual base salary for each NEO. For 2008, the Company’s target budgetnamed executive officer. CSB’s budgeted net income was $3.5$11.0 million, targetbudgeted return on average assets (ROA)(ROAA) was greater than 1%0.95%, targetbudgeted return on average equity (ROE)(ROAE) was greater than 9%11.01% and the targetbudgeted efficiency ratio was less than 70%63.96%. The target budgetCompany’s actual results were as follows: net income $13.3 million, ROAA 1.16%, ROAE 14.04% and target efficiency ratios were met and the target ROA number was met excluding the impactratio 59.70%. The above actual results equaled 107%-128% of the acquisition of Indian Village Bancorp on October 31, 2008.

Long-Term Incentive
The purpose of CSB’s long-term incentive plan is to align the interests of the NEO’s and other executives with the shareholders by providing them the opportunity to benefit from share price increases in the future through share option grants or awards under the 2002 CSB Bancorp, Inc. Share Equity Incentive Plan.
In 2008, the CSB Compensation Committee took into consideration the market pay practices of CSB peers, the performance of CSB, a general assessment of the contributions of the individual NEO’s, the available shares, and the projected grant values in making its recommendations. The Committee also sought input from the Chief Executive Officer on his views of grants for his direct reports.
Finally, the accounting and tax treatment of stock options is different from cash-based payments. For awards under the plan, CSB accrues an expense computed using the Black-Scholes valuation model on the date of grant pro-ratably over the vesting period. Two 1,000 shares stock option awards were extended in 2008 at current market value to Mesrrs. Ginther and Greig.

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CSB.

Retirement and Other Post-Employment Benefits

CSB maintains The Commercial & Savings Bank 401(k) Retirement Plan, (the “Plan”“401(k) Plan”), a qualified 401(k) and profit sharinga profit-sharing plan. The 401(k) Plan provides a 50%100% company match on the firstof participant contributions up to a maximum of 4% of cash compensation taking into account alleach participant’s annual qualified compensation. There is also a discretionary profit sharingprofit-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,mid-cap, indexed, growth, target date, bond, and bondmoney 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

While

All CSB employees, including the value ofnamed executive officers, are eligible to participate in a comprehensive benefits includingprogram, which includes health and welfare, retirement, disability, and vacation benefits that are not required to be reported in the tables that follow, these benefits are important to a comprehensive view of the CSB compensation and benefit program. All CSB employees, including the NEO’s, participate in the same comprehensive benefit program, which is intended to provide financial protection to employees based on health and retirement needs as well as providing for well-deserved time off. CSB also provides a disability program to all employees including NEO’s. Because financial services is a relationship-driven business, CSB pays country club dues for Mr. Ginther at a local country club to provide a facility to entertain CSB clients, community leaders and members of the management staff for business purposes. Certainfollow. Additionally, certain consumer and primary residence 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.

Termination and Change in Control Terms
The Company has employment agreements with Messrs. Ginther and Greig and Ms. Meiler. The employment agreements provide both CSB and the executives a mutual understanding of performance expectations, pay, opportunities and employment terms. The employment agreements discuss how disability and voluntary and involuntary terminations are handled. In addition, the employment agreements provide for severance payments in the event of employment termination following a change in control of the Company. The purpose of the change in control severance policy is to help participants seek to maximize the value of CSB’s shares without concern about losing their job. The NEO’s covered by these agreements and the maximum cost of these change in control payments at December 31, 2008 for each named executive is as follows:
     
R. Ginther, President and CEO, The Commercial & Savings Bank $354,850 
P. Greig, Senior Vice President and COO/CIO  261,450 
P. Meiler, Senior Vice President and CFO  253,003 
Compensation Committee Decision-Making Process
The Compensation Committee is comprised of three non-management Board members whose responsibilities are the establishment of the Company’s overall compensation philosophy, the assessment of the design of CSB compensation and benefit programs, the monitoring of external market pay levels and practices, review and approval of incentive award opportunities, actual payments and grants, and review and recommendation for Board of Director approval related to proposed implementation or material changes to pay or benefit programs.
With the participation of the Company’s management, including the Company’s Chief Executive Officer, the Compensation Committee evaluated a survey of its pay practices for both directors and NEO’s. The list of primary peers utilized in 2008 is as follows:

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Central Federal CorporationFairlawn, Ohio
Cheviot Financial Corp.Cheviot, Ohio
Commercial Bancshares, Inc.Upper Sandusky, Ohio
Consumers Bancorp, Inc.Minerva, Ohio
Cortland Bancorp Inc.Cortland, Ohio
Croghan Bancshares Inc.Fremont, Ohio
First Franklin CorporationCincinnati, Ohio
Killbuck Bancshares Inc.Killbuck, Ohio
Middlefield Banc Corp.Middlefield, Ohio
National Bancshares CorporationOrrville, Ohio
NB&T Financial Group, Inc.Wilmington, Ohio
Perpetual Federal Savings BankUrbana, Ohio
Rurban Financial Corp.Defiance, Ohio
United Bancorp, Inc.Martins Ferry, Ohio
United Bancshares, Inc.Columbus Grove, Ohio
Wayne Savings Bancshares, Inc.Wooster, Ohio
These financial services firms are all SEC reporting corporations ranging in size from approximately 50% of CSB’s asset level to approximately 135% of CSB’s asset level and are all located and doing business primarily in Ohio.

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THE COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with CSB’s management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in CSB’s proxy statement and Annual Report on Form 10-K.
THE COMPENSATION COMMITTEE
Robert K. Baker, Chairman
Ronald E. Holtman
J. Thomas Lang
Executive Compensation and Other Information
The following table shows information concerning the annual compensation paid or accrued for services to the Company in all capacities of the Chief Executive Officer, Chief Financial Officer and the other executive officers of the Company (collectively the “NEO’s”) during the last completed year.
Summary Compensation Table
                                     
                          Change in    
                          Pension    
                          Value and    
                          Nonqualified    
                      Non-equity Deferred    
Name and Principal                 Option Incentive Plan Compensation All Other  
Position Year Salary Bonus Stock Awards Awards9 Compensation Earnings Compensation Total
Eddie L. Steiner, President and CEO  2008  $170,000  $46,000   —   —   —   —  $16,237  $232,237 
Paula J. Meiler, Sr. VP and CFO  2008   117,500   35,250   —  $7,500   —   —   17,904   178,154 
Rick L. Ginther, Sr. VP; President and CEO, The Commercial & Savings Bank  2008   170,000   46,000   —   —   —   —   20,440   236,440 
Paul D. Greig, Sr. VP and COO/CIO  2008   123,600   37,080   —   7,500   —   —   8,169   176,349 
9The option awards include amounts expensed in 2008 for stock option awards granted in 2006. For assumptions related to the valuation of the stock options, see Note 9 to the Company’s financial statements in the Company’s Annual Report on Form 10-K.

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Other Compensation Table
                         
      Life Insurance Disability Qualified Plan Matching, Perquisites and  
Name Year Premiums Insurance Premiums Profit Sharing Contribution Other Benefits Total
Eddie L. Steiner  2008  $470  $536  $10,023  $5,208  $16,237 
Paula J. Meiler  2008   470   424   6,959   10,051   17,904 
Rick L. Ginther  2008   470   536   10,023   9,411   20,440 
Paul D. Greig  2008   470   403   7,296   —   8,169 
Perquisites and Other Benefits
                         
      Health and        
      Dental Country Club Loan Interest Relocation  
Name Year Benefits Dues Reduction of 1% Expenses Total
Eddie L. Steiner  2008  $5,119   —  $89   —  $5,208 
Paula J. Meiler  2008   7,907   —   2,144   —   10,051 
Rick L. Ginther  2008   5,119  $4,292   —   —   9,411 
Paul D. Greig  2008   —   —   —   —   — 

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Outstanding Equity Awards at Fiscal Year-end
                                         
                          Stock Awards
                                      Equity
                                  Equity Incentive
                                  Incentive Plan
                                  Plan Awards:
Option Awards         Awards: Market or
              Equity             Marked Number of Payout
              Incentive         Number value of Unearned Value of
              Plan Awards:         of shares shares or Shares, Unearned
      Number of Number of Number of         or units units of Units of Shares,
      Securities Securities Securities         of stock stock Other Units or
      Underlying Underlying Underlying         that have that Rights Other
      Unexercised Unexercised Unexercised Option Option not have not That Have Rights That
  Grant Options (#) Options (#) Unearned Exercise Expiration vested vested Not Vested Have Not
Name Date Exercisable Unexercisable Options (#) Price ($) Date (#) ($) (#) Vested ($)
Eddie L. Steiner                                        
   —   —   —   —   —   —   —   —   —   — 
Paula J. Meiler                                        
   11/29/2006   17,856       —  $18.00   3/31/2016   —   —   —   — 
   8/9/2004   1,000   —   —  $19.00   8/9/2009   —   —   —   — 
Rick L. Ginther                                        
   7/21/2003   1,000   —   —  $16.10   7/21/2013   —   —   —   — 
Paul D. Greig                                        
   11/29/2006   11,904   —   —  $18.00   3/31/2016   —   —   —   — 
   6/30/2003   1,000   —   —  $16.10   6/30/2013   —   —   —   — 
Grants on Plan-Based Awards
Information on 2008 Stock Option Grants, not through Plan-Based Awards, is included in the Outstanding Equity Awards Table at Fiscal Year-End.
Option Exercises and Stock Vested
There were no exercises of Stock Options by Named Executive Officers during 2008.
Pension Benefits
The Company does not maintain a qualified or non-qualified pension plan.
Non-Qualified Deferred Compensation
The Company does not maintain a non-qualified deferred compensation plan.

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Potential Payments Upon Termination or Change in Control
Certain of the Company’s NEO’s are party to employment agreements that provide for certain salary and benefits upon termination of employment under various scenarios. The agreements are all described more fully in the narrative and tables below.
The tables below set forth the benefits that could be paid to the Named Executive Officer upon various termination events, which would only be known at the time that the benefits become payable. The tables reflect the multiples of base salary amounts that could be payable under the various arrangements if the event in question occurred as of December 31, 2008.
Upon a qualifying termination after a Change in Control, each Named Executive Officer will also be entitled to immediate vesting of all stock options.
The Named Executive Officers’ employment agreements do 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, the Named Executive Officers are only entitled to their accrued and unpaid obligations, such as salary and unused vacation. The following tables contain common information about the Company’s employment agreements and benefit plans.
Potential Payments — Change in Control
Change in
Control -Post-
MultipleTermination
NameBase SalaryHealth Care
Rick L. Ginther2.01 Year
Paula J. Meiler2.01 Year
Paul D. Greig2.01 Year
Potential Payments Upon Termination — Without Cause
Termination-Post-
WithoutTermination
NameCauseHealth Care
Rick L. GintherBase Salary
Unpaid under
agreement +
6 Months		6 Months
Paula J. MeilerBase Salary
Unpaid under
agreement +
6 Months		6 Months
Paul D. GreigBase Salary
Unpaid under
agreement +
6 Months		6 Months

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Employment Contracts and Other Arrangements
This section discusses the employment contracts and severance agreements in place for Named Executive Officers.
Rick L. Ginther, President and Chief Executive Officer, The Commercial and Savings Bank
An employment agreement dated July 21, 2003, was entered into with Rick L. Ginther providing, among other things, for employment of Mr. Ginther as Senior Vice President and Chief Loan Officer of the Bank pursuant to the terms of the agreement. Mr. Ginther was promoted on April 19, 2006, to President and Chief Executive Officer of The Commercial and Savings Bank. The agreement is for a two-year term with annual renewals commencing at the first anniversary, and provides for compensation to Mr. Ginther consisting of an annual base salary of $120,000, a bonus to be paid at the discretion of the Board of Directors, vacation, benefits, and certain stock options. In the event that Mr. Ginther’s employment is terminated without “cause” (as defined in the agreement), the agreement entitles him 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 Mr. Ginther 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 Mr. Ginther 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; the “IRS Code”) is received by Mr. Ginther.
Paul D. Greig, Senior Vice President, Chief Operating Officer and Chief Information Officer
An employment agreement dated June 30, 2003, was entered into with Paul D. Greig providing, among other things, for employment of Mr. Greig as Senior Vice President, Chief Operations Officer, and Chief Information Officer of the Bank pursuant to the terms of the agreement. The agreement is for a two-year term with annual renewals commencing at the first anniversary, and provides for compensation to Mr. Greig 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. In the event that Mr. Greig’s employment is terminated without “cause” (as defined in the agreement), the agreement entitles him 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 Mr. Greig 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 Mr. Greig 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; the “IRS Code”) is received by Mr. Greig.

23

Paula J. Meiler, Senior Vice President and Chief Financial Officer
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 iswas 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, relocation reimbursement up to a stated amount for a limited time, and certain stock options. OnThe agreement was amended on August 9, 2007, an amendment to the agreement providedprovide 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 monthsix-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”.control.” Such “change in control” benefits are subject to being reduced so that no “excess parachute payment” (as defined in Section 280G(b)280G (b)(l) of the Internal Revenue Code of 1986, as amended; the “IRS Code”)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

(1)
Includes $22,113 and $20,300 of qualified plan matching and profit-sharing contributions and $786 of Group Term Life Insurance for 2022 and 2021.
(2)
Includes $16,856 and $15,268 of qualified plan matching and profit-sharing contributions, and $786 of Group Term Life Insurance for 2022 and 2021, $2,898 and $592 mortgage interest rate reduction of 1% in 2022 and 2021 and $954 and $150 nonqualified deferred compensation earnings.
(3)
Includes $18,970 and $15,884 of qualified plan matching and profit-sharing contributions and $917 of Group Term Life Insurance for 2022 and 2021.

24

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

(1)
During the fiscal year ending December 31, 2022, and 2021 Mr. Steiner was the Chief Executive Officer of CSB.
(2)
The Company has no equity awards, pension plans, or other defined benefit programs that result in a recalculation of the compensation disclosed under the Summary Compensation Table (column 1).

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following Audit Committee Report is provided in accordance with the rules and regulations of the Securities and Exchange 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.

Mr. Robb and Mr. Baker are certified public accountants, and Mr. Holtman is an attorney licensed to practice law in the State of Ohio. Mr. Robb and Mr. Baker have been designated as “financial experts” under Section 407 of Regulation S-K.

The Audit Committee has reviewed and discussed with S.R. Snodgrass, A.C.P.C. (“S.R. Snodgrass”), CSB’s independent auditorsregistered public accounting firm for the year ended December 31, 2008,2022, the matters required to be discussed by the Statement of Accountingon Auditing Standards 61,No. 1301, Communications with Audit Committees, as may be modified or supplemented.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 committeeAudit Committee concerning independence and has discussed with S.R. Snodgrass its independence. Based on the forgoingforegoing 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, 2008.

THE AUDIT COMMITTEE
Ronald E. Holtman, Chairman
Robert K. Baker
2022, filed with the Commission.

The Audit Committee:

Jeffery A. Robb, Sr.

25

, 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 FIRM FEES

The Audit Committee reviewed a report fromof 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 S.R.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 A.C. (Snodgrass) and others regardingappoint a different independent accounting firm at any time during the aggregated fees receivedyear if the Audit Committee determines that such change would be in the following categories in fiscal 2008best interests of CSB and 2007:

         
  2008 2007
Audit Fees (1) $65,890  $54,584 
Audit-Related Fees (2)  10,394   10,266 
Tax Fees (3)  6,500   7,500 
All Other Fees (4)  23,930   0 
(1)Audit fees consist of fees for professional services rendered for the audit of the Company’s financial statements, the review of financial statements included in the Company’s quarterly reports filed with the Securities and Exchange Commission on Form 10-Q, and for services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.
(2)Audit-related fees are fees principally for professional services for the audit of the Company’s employee benefit plan.
(3)Tax service fees consist of compliance fees for the preparation of original tax returns.
(4)All other fees relate to the Form S-4 filing with the Securities and Exchange Commission in connection with the acquisition of Indian Village Bancorp, Inc..
All of the above-mentioned services and fees were pre-approved by the Audit Committee.
Snodgrass acted as CSB’s auditors for the 2008 fiscal year and will act in such capacity for the 2009 fiscal year. During CSB’s most recent fiscal year ended December 31, 2008 there were no disagreements with Snodgrass on any matter of accounting principals or practices, financial disclosure, or auditing scope or procedure.
One or more representativesits shareholders.

Representatives of Snodgrass are expected towill be present atavailable during the Annual Meeting of Shareholders andMeeting; they will have anthe opportunity to make a statement if they desire to do so and willare 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:

•
Increase the timeline for a shareholder to provide the Company with notice that such shareholder intends to nominate its own candidates for director by eliminating the requirement that such notice be provided no more than fifty (50) days prior to the shareholder meeting;
•
Clarify that a shareholder seeking to call a special meeting of shareholders of the Company must comply with all requirements of the Exchange Act and the applicable rules and regulations thereunder;
•
Provide that the Company may disregard any proxies or votes solicited for nominees proposed by a shareholder who has provided notice to the Company pursuant to the Universal Proxy Rule if such shareholder thereafter notifies the Company that it no longer intends to solicit proxies in support of director nominees (other than the Company’s nominees) pursuant to the Universal Proxy Rule or fails to comply with the requirements of federal securities laws, regulations and rules, including the Universal Proxy Rule, applicable to such solicitation;
•
Require shareholders intending to solicit proxies pursuant to the Universal Proxy Rule to notify the Company of any change in such intent promptly, but in no event later than two business days of such change; and
•
Require shareholders that provide notice to the Company pursuant to the Universal Proxy Rule to deliver to the Secretary of the Company, no earlier than 10 business days and no later than five business days prior to the applicable shareholder meeting date, reasonable evidence of the satisfaction by such shareholder of the requirements applicable to it under the Universal Proxy Rule.

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

-

-

(1)
Audit Fees for 2022 and 2021 include fees for audit services associated with the annual audit of the financial statements and internal controls (2022 only) as well as the reviews of the Company’s quarterly reports on Form 10-Q.
(2)
Audit-related fees generally include fees for the audit of the Company’s employee benefit plan.
(3)
Tax service fees consist of compliance fees for the preparation of original tax returns.

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 AccountantsPublic Accounting Firm

•
The Audit Committee will annually approve the scope of, and fees payable for, the year-end audit to be performed by CSB’s independent accountants for the next fiscal year.
•The Audit Committee will annually approve the scope of, and fees payable for, the year-end audit to be performed by CSB’s independent accountants for the next fiscal year.
•Management may not engage the independent accountants for any services unless the service contracts are approved by the Audit Committee in advance of the engagement.
•If Management wishes to engage the independent accountants for any services, Management will define and present to the Audit Committee specific projects and categories of service, and fee estimates, for which the advance approval of the Audit Committee is required. The Audit Committee will review these requests and determine whether to pre-approve the engagement of the independent accountants for the specific projects and categories of service.
•Management will report to the Audit Committee regarding the actual spending for these projects and services, compared to the approved amounts on a quarterly basis.
•The Audit Committee Chairperson will report to the Committee at each regularly scheduled meeting the nature and amount of any non-audit services that the Chairperson has approved.
•
Management may not engage the independent accountants for any services unless the service contracts are approved by the Audit Committee in advance of the engagement.
•
If CSB’s management wishes to engage the independent accountants for any services, CSB’s management will define and present to the Audit Committee specific projects and categories of service, and fee estimates, for which the advance approval of the Audit Committee is required. The Audit Committee will review these requests and determine whether to approve the engagement of the independent accountants for the specific projects and categories of service.
•
Management will report to the Audit Committee regarding the actual spending for these projects and services, compared to the approved amounts on a quarterly basis.
•
The Audit Committee chairperson will report to the Committee at each regularly scheduled meeting the nature and amount of any non-audit services that the Chairperson has approved.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CSB has engaged, and intends to continue to engage, in the lending of money throughfrom the Bank to various directors and officers of CSB and the Bank and their related interests. These loans wereare 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 other persons not related to the Bank and diddo not involve more than a normal risk of collectibilitycollectability or present other unfavorable features.

In addition to those banking transactions conducted in the ordinary course, the following related transactions were conducted. Each of these transactions was made on terms similar to those that could have been negotiated with an unaffiliated third party.
CSB and the Bank hired Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency from time to time during 2008 for legal services, title work and real estate closing services in connection with various matters arising in the ordinary course of the business of CSB and the Bank. John R. Waltman is of counsel of both Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency. CSB and the Bank contemplate using both Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency in the future on similar terms, as needed.
CSB and the Bank hired Logee, Hostetler, Stutzman &. Lehman from time to time prior to 2006 for legal services in connection with various matters arising in the ordinary course of the business of CSB and the Bank. Ronald E. Holtman is a partner of Logee, Hostetler, Stutzman & Lehman. CSB and the Bank contemplate using Logee, Hostetler, Stutzman & Lehman in the future on similar terms, as needed.

COMPENSATION AND NOMINATING COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PARTICIPATION

During 2008,2022, none of CSB’s NEO’snamed executive officers or Directors wasdirectors 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.

SHAREHOLDER NOMINATIONS
The Nominating Committee of the Board will consider recommendations for nominations, to serve as a director, received from shareholders in accordance with the Company’s Code of Regulations. Shareholder recommendations for nomination should be submitted in writing to the Company at its principal office in Millersburg, Ohio, and must include the shareholder’s name, address and the number of shares of the Company beneficially owned by the shareholder. The recommendation must be provided to the Company in writing not less than fourteen nor more than fifty days prior to the date of the Meeting. The recommendation should also include the name, age, business address, residence address, principal occupation and number of shares of the Company 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 federal securities laws. The Company may also require any nominee to furnish additional information regarding the eligibility and qualifications of the recommended candidate.

27

Page 25

PROPOSAL 2:
PROPOSED AMENDMENT TO ARTICLE VIII OF THE CSB CODE OF
REGULATIONS TO AUTHORIZE UNCERTIFICATED SHARES
Under CSB’s existing Articles of Incorporation and Code of Regulations, CSB does not presently have the authority to issue uncertificated shares, meaning shares that are not represented by an actual stock certificate. If the shareholders approve and adopt the proposed amendment to the Code of Regulations of CSB Bancorp, Inc., Article VIII of CSB’s Code of Regulations will provide that CSB will be authorized to issue shares of CSB stock, which are in “book entry” form and not necessarily represented by a paper stock certificate. Initially the uncertificated shares will be utilized in conjunction with a direct stock purchase program administered by CSB’s transfer agent, but there may be other uses for that authority as further opportunities arise. As an Ohio corporation, CSB is permitted to issue uncertificated shares under Ohio corporate law unless otherwise prohibited by the Articles of Incorporation or Code of Regulations.
Reasons for Adoption of the Proposed Amendment
The Board of Directors believes that the proposed amendment to Article VIII of CSB’s Code of Regulations to authorize the issuance of uncertificated shares is advisable and in the best interests of CSB and its shareholders. The primary objective of the proposed amendment to Article VIII of the current CSB Code of Regulations is to authorize the issuance of uncertificated shares as provided by Ohio law so as to enable CSB to maximize flexibility in dealing with shareholder documentation and opportunities, and as a cost-savings measure.
The authorization of the uncertificated shares would permit CSB to reflect ownership without the cost and delay of issuing actual stock certificates. The Board of Directors believes that this will help to reduce costs because CSB will not have to cause actual certificates for shares of stock to be prepared and issued when appropriate, including under the planned CSB direct stock purchase plan as administered by CSB’s transfer agent.
Vote Required for Adoption of the Proposed Amendment
Article X of the CSB Code of Regulations provides that the Code of Regulations may be amended at a meeting of shareholders by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal. Article II, Section 6 of the CSB Code of Regulations provides that a majority of the outstanding capital stock represented in person or by proxy shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, and that a majority of votes cast shall decide every question or matter submitted to shareholders unless otherwise provided by law or the CSB Articles of Incorporation. Therefore, the vote required for adoption of the proposed amendment to Article VIII of the CSB Code of Regulations will be a majority of the votes cast in person or by proxy.
Proposed Amendment to Article VIII
The full text of the proposed amendment to Article VIII of CSB’s Code of Regulations is attached to this Proxy Statement as Appendix A. If the proposed amendment is adopted, CSB would be authorized to issue uncertificated shares and reflect newly issued shares in “book entry” format subject to the requirements of Ohio law.
The Board of Directors unanimously recommends that shareholders vote “FOR” the adoption of the amended Article VIII of the Code of Regulations of CSB Bancorp, Inc.

28

PROPOSALS BY SHAREHOLDERS FOR 2024 ANNUAL MEETING

PROPOSAL 3:
ADJOURNMENT OF THE MEETING
In the event there are not sufficient votes at the time of the Meeting to adopt the proposed amendment to Article VIII of CSB’s Code of Regulations, CSB’s management may propose to adjourn the Meeting to a later date or dates in order to permit the solicitation of additional proxies. Pursuant to the provisions of CSB’s Code of Regulations, no notice of an adjourned meeting need be given to you if the date, time and place of the adjourned meeting are fixed and announced at the Meeting.
In order to permit proxies that have been received by CSB at the time of the Meeting to be voted for an adjournment, if necessary, CSB has submitted the proposal to adjourn the Meeting to you as a separate matter for your consideration.
In this proposal, CSB is asking you to authorize the holder of any proxy solicited by its Board of Directors to vote in favor of adjourning the Meeting and any later adjournments. If CSB’s shareholders approve the adjournment proposal, CSB could adjourn the Meeting, and any adjourned session of the Meeting, to use the additional time to solicit additional proxies in favor of the proposal to amend Article VIII of CSB’s Code of Regulations, including the solicitation of proxies from the shareholders that have previously voted against such proposal to amend Article VIII of CSB’s Code of Regulations. Among other things, approval of the adjournment proposal could mean that, even if proxies representing a sufficient number of votes against the proposal to amend Article VIII of CSB’s Code of Regulations have been received, CSB could adjourn the Meeting without a vote on the proposal to amend Article VIII of CSB’s Code of Regulations and seek to convince the holders of those common shares to change their votes to votes in favor of the adoption of the amendment to Article VIII of CSB’s Code of Regulations.
The proposal to adjourn the Meeting must be approved by the holders of a majority of the CSB common shares present in person or by properly executed or authenticated proxy and entitled to vote at the Meeting.
CSB’s Board of Directors believes that if the number of common shares present or represented at the Meeting and voting in favor of the proposal to adopt the amendment to Article VIII of CSB’s Code of Regulations is insufficient to adopt the amendment, it is in the best interests of the shareholders to enable the Board of Directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to adopt the amendment.
The Board of Directors unanimously recommends that shareholders vote “FOR” the approval of the adjournment of the Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Meeting to adopt the proposed amendment to Article VIII of CSB’s Code of Regulations.

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PROPOSALS OF SECURITY HOLDERS
In order to be eligible for inclusion in CSB’s proxy materials for the 20102024 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 20, 2009.17, 2023. Any such proposal shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act, of 1934, 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.

SHAREHOLDER COMMUNICATION WITH BOARD OF DIRECTORS

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 Committeescommittees of the Board or that shethe 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 above in this Proxy Statement.proxy statement. However, if any business other than that set forth in the Notice of theAnnual Meeting should be properly presented at the Annual Meeting, it is intended that the Common Sharescommon 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

By order of the Board of Directors,

/s/S/ Eddie L. Steiner

Eddie L. Steiner

President and Chief Executive Officer

March __, 2023

Millersburg, Ohio

March  , 2009
Millersburg, Ohio

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APPENDIXExhibit A
- Proposed Amendment to Article VIIIour Code of Regulations

Section 3. Nominations.

Nominations of persons for election to the Board of the CodeCorporation at a meeting of Regulationsthe Shareholders may be made by or at the direction of CSB Bancorp, Inc.

Article VIII shall be amended and restated in its entirety as follows:
ARTICLE VIII
Certificates for Shares
Section 1.Uncertificated Shares; Certificates for Shares. To the extent permitted by Ohio law, the Board of Directors or may providebe made at a meeting of Shareholders by resolutionany Shareholder of the Corporation entitled to vote for the election of Directors at the meeting who compiles complieswith 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 noticenoticeor 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 may be issued in uncertificated form. Any such resolution shall not apply to (i) shares then representedwhich are beneficially owned by a certificate until such certificate is surrenderedthe person and (b) as to the Corporation, orShareholder giving the notice (i) the name and record address of the Shareholder, and (ii) to a certificated share issued in exchange for an uncertificated share. Notwithstanding the foregoing, every holderclass and number of shares of the Corporation is entitled, upon request, to receive one or more certificates representing the shares ofcapital stock of the Corporation heldwhich are beneficially owned by the Shareholder, and (iii) whether the Shareholder intends to solicit proxies for such holder.
Section 2.Form and ExecutionDirector nominee in compliance with federal securities laws, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Certificates for shares, ifThe 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 issued to each shareholdereligible for election as a Director of the Corporation at a meeting of the Shareholders unless nominated in such form as shall be approved byaccordance with the Board of Directors. Such certificates shall be signed by theprocedures set forth herein. The Chairman of the Board of Directors ormeeting shall, if the President orfacts warrant, determine and declare to the meeting that a Vice President and by the Secretary of the Corporation, which certificates shall certify the number and class of shares held by the shareholder in the Corporation, but no certificates for shares shall be delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Corporation may be a facsimile, or engraved, stamped or printed. Although any officer of the Corporation whose manual or facsimile signature is affixed to a share certificate shall cease to be such officer before the certificate is delivered, such certificate, nevertheless, shall be effective in all respects when delivered.
In the case of certificated shares, such certificates for shares shall be transferable in person or by attorney, but, except as hereinafter provided in the case of lost, mutilated or destroyed certificates, no transfers of shares shall be entered upon the records of the Corporation until the previous certificates, if any, given for the same shall have been surrendered and canceled. In the case of uncertificated shares, such transfer shall benomination was not made in accordance with customary procedures for transferring sharesthe foregoing procedure and the defective nomination shall be disregarded.

Notwithstanding anything to the contrary in uncertificated form.

Section 3.Lost, Mutilated or Destroyed Certificates. Ifthese Regulations, unless otherwise required by law, if (i) any certificate for shares is lost, mutilated or destroyed,Shareholder provides notice pursuant to Rule 14a-19(b) under the Board of Directors may authorize the issuance of a new certificate in place thereof, uponExchange Act and (ii) such terms and conditions as it may deem advisable. The Board of Directors in its discretion may refuse to issue such new certificates untilShareholder subsequently either (a) notifies the Corporation has been indemnifiedthat 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 a final order or decreesuch 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 a courtshares representing at least 67% of competent jurisdiction.

PROXY CARD
CSB BANCORP, INC.
91 North Clay Street
Millersburg, Ohio 44654
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Robert K. Baker and Jeffery A. Robb, Sr. and each of them, with fullthe voting power of substitution, as proxies to vote, as designated below, for and in the name of the undersigned all shares of stock of CSB Bancorp, Inc. (“CSB”) which the undersigned is entitled to vote at the Annual Meeting for the Shareholders of said Company scheduled to be held on April 22, 2009 at 7:00 p.m. local time at the Carlisle Inn, Walnut Creek, Ohio, and at any adjournments or recesses thereof.
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 meeting, and the shareholder’s demand for cumulative voting must be announced at the commencement of the meeting by or on behalf of the shareholder. If cumulative voting is elected, a shareholder may cast as many votes in an election of directors as the number of directors to be elected multiplied by the number of shares held. If any shareholder demands cumulative voting for 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 Meeting, this proxy gives the individuals named on the proxy full discretion and authority to vote cumulatively, and in their sole discretion to allocate votes among any or allCorporation’s principal executive offices. All matters submitted for consideration at a meeting of Shareholders of the nominees, unless authority to vote for any or all of the nominees is withheld.
Please mark X in the appropriate box. The Board of Directors recommends a FOR vote on each of the proposals below:
1.ELECTION OF DIRECTORS
FOR:
o  Ronald E. Holtman
o  Daniel J. Miller
o  Eddie L. Steiner
WITHHOLD AUTHORITY:
o  Ronald E. Holtman
o  Daniel J. Miller
o  Eddie L. Steiner
2.PROPOSED AMENDMENT TO ARTICLE VIII OF THE CSB CODE OF REGULATIONS TO AUTHORIZE UNCERTIFICATED SHARES
FOR:
o  Adopting the Proposed Amendment to Article VIII of the CSB Code of Regulations to Authorize Uncertificated Shares.
AGAINST:
o  Adopting the Proposed Amendment to Article VIII of the CSB Code of Regulations to Authorize Uncertificated Shares.
ABSTAIN:
o 
Corporation must comply with applicable laws, regulations and rules.

 

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3.TO APPROVE THE ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE PROPOSED AMENDMENT TO ARTICLE VIII OF THE COMPANY’S CODE OF REGULATIONS.
FOR:
o  Adjournment of the Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Meeting to adopt the proposed amendment to Article VIII of the Proposed Amendment to Article VIII of CSB Code of Regulations.
AGAINST:
o  Adjournment of the Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Meeting to adopt the proposed amendment to Article VIII of the Proposed Amendment to Article VIII of CSB Code of Regulations.
ABSTAIN:
o 
4.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or an adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of Directors and FOR Proposals 2 and 3.
ALL FORMER PROXIES ARE HEREBY REVOKED.
(Signature of Shareholder)
(Signature of Shareholder)
(Please sign exactly as your name appears on this proxy. All joint owners should sign. When signing in a fiduciary capacity or as a corporate officer, please give your full title as such.)
Dated:, 2009