Carl A. Kessler, III
About Carl A. Kessler, III
Carl A. Kessler, III is Senior Vice President of Civista Bancshares, Inc. (since 2022) and Senior Vice President/Chief Information Officer of Civista Bank (since 2020). He previously served as CIO of First Mutual Holding Company (2017–2020) and CIO, then Chief Operations & Information Officer, at First Federal Lakewood (2013–2020). He is 56 as of the 2025 meeting date and has served on the Advisory Board of Array.com since 2021 . At the corporate level, Civista’s 2024 incentive scorecard exceeded maximum on Total Loans (Booked or Sold) and Average Deposits, was between target and maximum on Net Income and Efficiency Ratio, and was below threshold on Relative TSR (with ROAE between threshold and target) . Civista’s five-year cumulative TSR turned $100 on 12/31/2019 into $102.04 on 12/31/2024, underperforming the S&P U.S. BMI Banks Index over that period .
Company performance trend (context for pay-for-performance):
| Metric (USD) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues | $28.182m* | $31.452m* | $29.076m* | $37.163m* | $37.748m* |
| Net Income | $32.192m* | $40.546m* | $39.427m* | $42.964m* | $31.683m* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| First Mutual Holding Company | Chief Information Officer | 2017–2020 | Technology leadership at a mutual holding company |
| First Federal Lakewood | Chief Information Officer; later Chief Operations & Information Officer | 2013–2020 | Operational and IT leadership at a community bank |
| Civista Bank | Senior Vice President; Chief Information Officer | 2020–present | Leads bank technology function |
| Civista Bancshares, Inc. | Senior Vice President (Holding Company Officer as of Apr 2022) | 2022–present | Corporate executive officer role |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Array.com | Advisory Board Member | 2021–present | External advisory role |
Fixed Compensation
- Kessler is not a Named Executive Officer (NEO) in the proxy; therefore, his individual base salary and cash compensation are not itemized in the Summary Compensation Table (SCT) .
- Framework: Civista targets executive officer base salaries around the 50th percentile vs peers; since 2015, a significant portion of officer compensation is incentive-based rather than fixed salary .
- All executive officers are paid by the bank (not directly by the holding company) .
- Clawback policy aligned with SEC/Nasdaq rules allows recoupment of erroneously awarded incentive comp upon restatements .
- Equity grant timing/option policy: Civista has not granted stock options in more than 15 years and does not time awards with MNPI; restrictions described in the proxy .
Performance Compensation
2024 Incentive Plan structure (applied to NEOs; also used to determine bonuses for “NEOs and other officers” under the plan framework):
- Cash bonus performance measures and 2024 targets: Net Income, Efficiency Ratio, Total Loans (Booked or Sold), Average Deposits (ex-brokered/tax refund). Equal weighting within the cash portion .
- Equity bonus performance measures and weighting: Relative TSR vs peer group (3-year average; 65%) and Relative ROAE vs peer group (3-year average; 35%); target percentile = 50th .
- 2024 outcomes: Exceeded maximum on Total Loans and Average Deposits; Net Income and Efficiency Ratio between target and maximum; Relative TSR below threshold; ROAE between threshold and target. The committee used discretion to award equity between threshold and target for TSR due to design effects; ROE paid mechanically. Restricted share portion vests over three years starting January 2026 for the 2024 award cycle .
Cash bonus targets (company-level for 2024 and prior-year comparative):
| Measure | 2023 Target | 2024 Target |
|---|---|---|
| Net Income | $49,100,000 | $30,607,000 |
| Efficiency Ratio | 59.10% | 68.5% |
| Total Loans (Booked or Sold) | $3,037,052,404 | $3,138,363,000 |
| Average Deposits (ex brokered & tax refund) | $2,558,437,000 | $2,502,756,000 |
Equity bonus design (2024):
| Performance Goal | Weighting | Target Percentile |
|---|---|---|
| Relative TSR vs Peer Group (3-yr avg.) | 65% | 50% |
| Relative ROAE vs Peer Group (3-yr avg.) | 35% | 50% |
Peer benchmarking and philosophy:
- 2024: Compensation consultant (Blanchard) supported peer analysis; base salary goal ~50th percentile for executive officers .
- 2023 peer group examples included Peoples Bancorp, City Holding, CNB Financial, Independent Bank (MI), Mercantile Bank, HBT Financial, Farmers National Banc, First Financial (IN), Farmers & Merchants (OH), Citizens Financial Services (PA), Sterling Bancorp (MI), Codorus Valley, Penns Woods, LCNB, BankFinancial, Middlefield Banc .
Equity Ownership & Alignment
- Individual beneficial ownership for Kessler is not enumerated in the 2025 proxy table (the table lists directors and NEOs; executives as a group hold 2.60%) .
- Equity instruments in use: restricted common shares that vest in three equal annual installments (for 2024 awards: vesting begins January 2026). Options are not utilized (no grants in 15+ years) .
- Insider Trading Policy: Directors, officers, and employees are subject to pre-clearance and open-window trading; hedging transactions (including margin purchases, puts/calls, short-term trading) are prohibited .
- Clawback policy in place (see above) .
Insider filings referencing Kessler (illustrative sources):
- SEC Form 4 filing (3/14/2024) for KESSLER CARL A III .
- SEC Form 4 ownership XML (2025) for KESSLER CARL A III .
Employment Terms
- Public proxy disclosure provides detailed severance and change-in-control economics only for NEOs. Change-in-control agreements are in place with various executive officers, including each NEO; a double-trigger (termination within 24 months post-CIC) is required for benefits .
- Kessler-specific employment agreement terms (non-compete, severance multiples, CIC benefits, consulting arrangements) are not disclosed in the proxy; no individual tabular disclosure appears for him (he is not a 2024 NEO) .
Performance & Track Record (Company context during Kessler’s tenure)
- 2024 incentive scorecard results summarized above (key operating measures generally at/above target except TSR) .
- Five-year cumulative TSR (2019–2024): $100 → $102.04; underperformed S&P U.S. BMI Banks Index over the period .
- Corporate compensation program increasingly emphasizes performance-based pay since 2015, aligning with strategic pillars (e.g., deposit growth weighting, and adding EPS/ROTCE to the 2025 equity performance measures alongside TSR) .
Governance, Policies, and Controls (relevant to executive incentives)
- Clawback policy compliant with SEC/Nasdaq; enables recoupment of incentive pay in restatement scenarios .
- No option grants in 15+ years; no spring-loading/timing practices around MNPI .
- Insider Trading Policy prohibits hedging and margin-related transactions; pre-clearance and window trading apply .
- Related-party transactions are reviewed under established policy and overseen by the Audit Committee; ordinary course banking relationships with insiders are on market terms and performing .
Investment Implications
- Compensation alignment: Kessler operates under a program that emphasizes firm-level performance and multi-year equity vesting (three-year ratable), supporting alignment and retention; hedging/margin prohibitions and a clawback policy further reinforce alignment .
- Retention risk and selling pressure: Multi-year restricted share vesting schedules (NEO awards vest 2026–2027 from 2024 cycle) typically create periodic liquidity windows; while Kessler’s individual award detail is not disclosed, Civista’s design intentionally staggers vesting to retain executives and smooth equity supply .
- Performance risk: 2024 TSR trailed threshold on a relative basis while operating measures were strong; the committee exercised limited discretion on the equity component to recognize strategic progress, indicating potential decoupling of TSR and internal fundamentals in certain periods .
- Disclosure gap: Because Kessler is not a 2024 NEO, investors lack line-item detail on his base, bonus, and equity grant sizes. Monitoring Form 4 filings offers the best lens on his incremental equity accumulation or disposition patterns .
Executive officer biographies and roles (DEF 14A 2025, 2024, 2023)
Compensation program structure, percentile targets and philosophy (DEF 14A 2025)
2024 cash and equity performance metrics, targets, weights, caps (DEF 14A 2025)
2024 performance outcomes and vesting cadence for equity awards (DEF 14A 2025)
Clawback policy; no stock options; grant timing policy (DEF 14A 2025)
Insider Trading Policy, hedging/margin prohibitions, related-party oversight (DEF 14A 2025)
Outstanding equity awards disclosure (NEOs only) (DEF 14A 2025)
Summary Compensation Table (NEOs only) (DEF 14A 2025)
Change-in-control agreements scope (NEOs included; various executives) (DEF 14A 2025)
Cumulative TSR context vs S&P U.S. BMI Banks Index (DEF 14A 2025)
KESSLER CARL A III Form 4 (3/14/2024)
KESSLER CARL A III Form 4 ownership XML (2025)
Company ESG information noting officer appointments (Feb 2023)
Values retrieved from S&P Global.*