🧾 What This Document Is

This is a DEF 14A (Definitive Proxy Statement) filed with the SEC. Its main job is to give shareholders the information they need to vote at the upcoming annual meeting. Think of it as the company’s official "voting guidebook" for investors.

The 2026 Annual Meeting is on May 19, 2026, at 10:00 AM Eastern, at Sawmill Creek Resort in Huron, Ohio. Shareholders will vote on three key proposals: electing directors, approving executive pay (advisory vote), and ratifying the auditor.

🏢 What The Company Does

👉 In simple terms: Civista Bancshares (NASDAQ: CIVB) is a community bank based in Sandusky, Ohio. It operates through its subsidiary, Civista Bank, providing traditional banking services—loans, deposits, and financial solutions—to individuals and businesses in Ohio and Indiana.

It’s a classic regional bank focused on local relationships, not a giant national player.

🗳️ What You’re Voting On

Shareholders will decide on three proposals:

Proposal 1: Elect 11 Directors
Each serves a one-year term. The board recommends voting FOR all nominees.
Proposal 2: Advisory Vote on Executive Pay ("Say-on-Pay")
A non-binding vote to approve how the company compensates its top executives.
Proposal 3: Ratify the Auditor
Shareholders will vote to confirm Plante & Moran, PLLC as the independent accounting firm for 2026. This is a routine "check-the-box" item.

👥 Who’s on the Board?

The board has 11 nominees. A few stand out:

Dennis G. Shaffer (Age 63) – CEO and Board Chair. Retiring August 2026.
Charles A. Parcher (Age 61) – Current President, incoming CEO.
Harry Singer (Age 71) – Lead independent director, chairs Compensation Committee.
Mary Patricia Oliver – Lead Independent Director.

Each nominee brings banking, finance, or industry expertise. 8 of the 11 are independent (no management ties).

💰 Executive Compensation (The "Pay" Section)

This is the core of Proposal 2. Here’s how Civista pays its top executives:

Base Salary: Aims for the 50th percentile vs. peer banks.
Bonus/Incentive Compensation: Based on company performance. For 2025, bonuses used these financial metrics:
- Return on Tangible Common Equity (RoTCE)
- Earnings Per Share (EPS)
- Total Shareholder Return (TSR)
Bonus Payout: Split between cash and restricted stock (vesting over 3 years) to align executives with shareholders.

👉 Why it matters: This structure ties pay to long-term performance, not just short-term results.

💵 2025 Pay Highlights (Summary Compensation Table)

Dennis Shaffer (CEO): Total compensation = $1,218,637
Richard Dutton (COO): Total compensation = $800,275
Ian Whinnem (CFO): Total compensation = $583,333

Full pay details for all named executives are on pages 27-28.

🔍 Board Governance & Committees

The board has four key committees:

Audit Committee (Chaired by Julie Mattlin) – Oversees financial reporting, controls, and the auditor.
Compensation Committee (Chaired by Harry Singer) – Sets executive pay.
Nominating & Governance Committee – Recommends directors and governance policies.
Board Risk Committee – Focuses on enterprise risk management (credit, cyber, operational risks).

👉 Why it matters: Strong committee structure = better oversight and accountability.

🔮 What’s Next for Civista

CEO Transition: Dennis Shaffer retires August 28, 2026. Charles Parcher takes over as CEO/President.
Growth Strategy: Focused on community banking expansion in Ohio and Indiana.
Compensation Philosophy: Continues tying pay to performance using RoTCE, EPS, and TSR.

⚖️ Big Picture

👍 Strengths:

Stable board with deep banking experience.
Pay-for-performance compensation model.
Strong independent oversight (8 of 11 directors are independent).

⚠️ Risks:

CEO transition always carries execution risk.
Regional banks face competitive pressures and interest rate volatility.

🧠 The Analogy

Imagine Civista as a local baseball team. The proxy statement is like the pre-game program:

Tells you who’s playing (directors),
How the coaches are paid (executive compensation),
Who’s keeping score (auditor),
And gives you a vote on the team’s strategy.
It’s not the game itself, but it shows you how the team is managed—and whether the fans (shareholders) should keep cheering.

🧩 Final Takeaway

Civista’s proxy statement shows a stable, community-focused bank undergoing a planned CEO transition, with compensation tied to long-term performance and strong independent oversight. Shareholders are asked to endorse the board, the pay plan, and the auditor—standard annual governance items.

CIVISTA BANCSHARES, INC. — DEF 14A Filing