Charles A. Parcher
About Charles A. Parcher
Charles A. “Chuck” Parcher is Executive Vice President & Chief Lending Officer of Civista Bancshares, Inc. and President & Chief Lending Officer of Civista Bank (appointed January 2025). He is age 60 as of the 2025 annual meeting, with 36+ years of banking experience and tenure at Civista since 2016 leading lending; prior roles include Market President (FirstMerit NW Ohio), Senior Vice President (KeyBank), Executive Vice President (Sky Bank), and Senior Vice President/Commercial Region Manager (Huntington Bank) . He holds an MBA from the University of Toledo and a bachelor’s in finance and economics from Miami University . Civista’s executive incentive program ties pay to operational metrics including net income, ROE, efficiency ratio, total loans, and average deposits, with annual targets explicitly disclosed for 2020–2021 and performance exceeding maximum levels in those years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Civista Bancshares, Inc. | Executive Vice President & Chief Lending Officer | 2025–present | Promoted as part of succession planning to oversee lending across holding company |
| Civista Bank | President & Chief Lending Officer | 2025–present | Leads bank operations and lending strategy; stability and growth emphasis |
| Civista Bank | Executive Vice President, Chief Lending Officer | 2016–Jan 2025 | Led commercial lending; shaped bank’s lending strategies |
| Civista Bancshares, Inc. | Senior Vice President | 2016–Jan 2025 | Corporate leadership role supporting lending |
| FirstMerit Bank (NW Ohio) | Market President | 2011–2015 | Led market banking operations |
| KeyBank | Senior Vice President | 2015–2016 | Senior leadership role in commercial banking |
| Sky Bank | Executive Vice President | Not disclosed | Oversaw commercial banking operations in NW Ohio/SE Michigan |
| Huntington Bank | Senior Vice President, Commercial Region Manager | Not disclosed | Led regional commercial banking |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| YMCA of Greater Toledo | Past Chairman, Board of Trustees | Not disclosed | Non-profit leadership |
| ProMedica Toledo Metropolitan Hospitals | Board Member | Not disclosed | Community health system governance |
| Toledo Regional Chamber of Commerce | Board Member & Treasurer | Not disclosed | Business community leadership |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Salary ($) | $264,067 | $270,966 | $278,789 | $294,797 | $306,577 |
| Stock Awards ($) | $42,584 | $53,144 | $54,535 | $83,642 | $30,958 |
| Non-Equity Incentive ($) | $98,695 | $101,274 | $111,515 | $83,015 | $116,722 |
| Change in Pension/SERP Value ($) | $24,440 | $35,911 | $40,727 | $64,456 | $411,319 |
| All Other Compensation ($) | $39,771 | $27,472 | $40,835 | $53,972 | $45,552 |
| Total ($) | $469,557 | $488,767 | $526,401 | $579,882 | $911,128 |
- Perquisite disclosure: In 2021, “All Other Compensation” included $14,403 for golf membership dues paid by the Corporation .
Performance Compensation
| Year | Metric | Weighting | Target | Actual vs Target | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2021 | Net income | 20% | $28,725,000 | Exceeded maximum | 57.2% of base salary for Parcher | 35% of bonus in restricted shares; vest over 3 years starting Jan 2023 |
| 2021 | ROE | 20% | 8.05% | Exceeded maximum | See above | See above |
| 2021 | Efficiency ratio | 20% | 65.97% | Exceeded maximum | See above | See above |
| 2021 | Total loans (booked or sold) | 20% | $1,946,632,000 | Exceeded maximum | See above | See above |
| 2021 | Average deposits (excl. brokered/tax refund) | 20% | $2,175,224,000 | Exceeded maximum | See above | See above |
| 2020 | Net income | 20% | $27,355,000 | Exceeded maximum | 57.5% of base salary cap (applied to Parcher) | 35% of bonus in restricted shares; vest over 3 years starting Jan 2022 |
| 2020 | ROE | 20% | 7.98% | Exceeded maximum | See above | See above |
| 2020 | Efficiency ratio | 20% | 67.60% | Exceeded maximum | See above | See above |
| 2020 | Total loans (booked or sold) | 20% | $1,432,936,000 | Exceeded maximum | See above | See above |
| 2020 | Average deposits (excl. brokered/tax refund) | 20% | $1,926,366,000 | Exceeded maximum | See above | See above |
- 2019 outcomes: Corporation exceeded maximum on net income, ROE, efficiency ratio, total loans; exceeded target on average deposits. Resulting bonus was 48.8% of base salary for Parcher; 35% paid in restricted stock vesting one-third annually beginning January 2021 .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Feb 18, 2025 | 21,364 | <1% | Includes 18,614 common shares and 2,606 restricted shares (1,941 vest Jan 2, 2026; 665 vest Jan 4, 2027) plus 2,750 IRA |
| Feb 21, 2023 | 13,778 | <1% | Includes restricted shares; IRA 1,750 |
| Feb 22, 2022 | 11,400 | <1% | Includes restricted shares; IRA 1,750 |
| Feb 19, 2021 | 8,561 | <1% | Includes restricted shares; IRA 1,750 |
| Feb 19, 2019 | 3,208 | <1% | Includes 1,083 restricted shares; IRA 1,750 |
- Ownership guidelines: Directors must own a minimum of 5,000 shares within five years of joining the Board; Parcher, as a 2025 director nominee, exceeds the 5,000-share guideline based on 21,364 shares .
- Pledging: The 2025 beneficial ownership table identifies pledging for another director’s margin accounts; no pledging is disclosed for Parcher in that table .
- Options: No options outstanding; Civista disclosed no options granted under the 2014 or 2024 Incentive Plans in 2024–2025 and Parcher’s option award values were $0 in 2020–2024 .
Restricted Stock Vesting Detail
| Award/Disclosure | Shares | Vesting Detail |
|---|---|---|
| 2025 Beneficial ownership | 2,606 | 1,941 vest Jan 2, 2026; 665 vest Jan 4, 2027 |
| 2024 Beneficial ownership | 3,295 | 2,019 vest Jan 2, 2025; 1,276 vest Jan 2, 2026 |
| 2020 Outstanding equity awards | 360 (2018 grant) | Remaining shares vested Jan 4, 2021 |
| 2020 Outstanding equity awards | 997 (2019 grant) | Half vested Jan 4, 2021; remainder vest Jan 3, 2022 |
| 2020 Outstanding equity awards | 2,003 (2020 grant) | 1/3 vested Jan 4, 2021; remaining vest Jan 3, 2022 and Jan 2, 2023 |
- Company-wide RS practices: Restricted shares vest ratably over three or five years; no options granted in 2024–2025; 392,550 shares remained available under the 2024 Incentive Plan at Sept 30, 2025 .
Employment Terms
- Change-in-control agreements: Executed with NEOs (amended/restated in 2018). Parcher’s initial term ended Dec 31, 2016 with automatic one-year renewals unless notice is given prior to Jan 1. CIC events include merger, asset disposition, liquidation, or accumulation of >50% voting securities; agreements generally contemplate severance upon termination without cause following a CIC (double-trigger) .
- SERP: Supplemental Nonqualified Executive Retirement Plan provides retirement benefits (generally 60% of base salary for 10 years, vesting over 10 years) funded in part via split-dollar life insurance policies .
- Split-dollar life insurance: Endorsement Split Dollar Insurance Agreement dated June 6, 2025 specifically between Civista Bank and Charles A. Parcher .
Separation/CIC Economics (Selected Years)
| Year (As-of) | Value of Stock | Retention Bonus | Severance | COBRA | SERP (if applicable) | Death Benefits (Split-dollar; Group Life) | LTD Benefit |
|---|---|---|---|---|---|---|---|
| 2024 (Dec 31) | $111,302 | $692,335 | $420,550 | $40,278 | $760,379 (CIC w/o term; disability; early retirement) | $1,145,186; $200,000 | $600,000 |
| 2021 (Dec 31) | $112,411 | $541,669 | $425,384 | $57,524 | $120,572 (CIC w/o term; disability; early retirement) | $904,133; $200,000 | $840,000 |
| 2020 (Dec 31) | $58,901 | $507,307 | $405,346 | $54,160 | $118,590 (CIC w/o term; disability; early retirement) | $904,133; $200,000 | $1,080,000 |
| 2019 (Dec 31) | $61,872 | $461,164 | $359,278 | $49,009 | $67,980 (CIC w/o term; disability; early retirement) | $904,133; $200,000 | $1,200,000 |
- Clawbacks, tax gross-ups, non-compete/non-solicit: Not disclosed in retrieved filings; no mention found in the proxy excerpts provided.
- Insider selling pressure: A search of our filings index returned zero Form 4 documents for CIVB in this session (no recent insider transactions available via this index) [ListDocuments: “Found 0 documents for CIVB of type 4”].
Board Governance
- Board service: Parcher was nominated for election as a Director in 2025 and signed the S-4/A as a Director on September 26, 2025 .
- Independence: Not independent due to his executive roles (EVP of the Corporation; President of the Bank) .
- Committee roles: Committee rosters for 2025 do not list Parcher; executives typically do not serve on Board committees at Civista .
- Director ownership guideline: Minimum of 5,000 shares within five years of joining the Board; Parcher’s current ownership exceeds this guideline .
- Director compensation context: Executive officers receive no Director fees for service on the Corporation or its subsidiaries; Bank board retainers for non-employee directors historically paid in common shares with meeting fees, but officer-directors receive none .
Investment Implications
- Pay-for-performance alignment: Annual incentive is formulaic against five operational metrics with fixed 20% weights, with a meaningful equity component (35% of bonus in restricted stock) and multi-year vesting. Bonuses have been at or near caps in strong years (57% of base), indicating tight linkage to operating outcomes .
- Retention and CIC protection: The SERP, split-dollar benefits, and sizable CIC retention/severance provide strong retention incentives but represent tangible liabilities; 2024 CIC “termination without cause” components for Parcher sum to substantial cash/benefit potential (retention $692k, severance $421k, COBRA $40k), plus stock value and SERP accruals . These packages can reduce exit risk but may be viewed as rich by governance-focused investors.
- Ownership alignment and supply overhang: Beneficial ownership increased to 21,364 shares by 2025 (<1% of shares outstanding), exceeding director ownership guidelines. Unvested restricted shares have scheduled vest dates (Jan 2/4 in 2025–2027), which can create predictable incremental supply; no pledging disclosed for Parcher in beneficial ownership tables .
- Options and leverage: Civista has not granted options in recent periods; equity incentives are primarily restricted shares—lower risk than options, but may signal a shift to more guaranteed equity value versus performance-levered options .
- Dual-role governance: Parcher’s executive position and Board seat raise typical independence concerns (not independent), though Board governance initiatives and independent committee structures mitigate some risks; he is not on Board committees per disclosed rosters .
Quotes and filings used:
- Appointment and background, education, external roles: Civista 8-K press release and Item 5.02 (Jan 22, 2025) .
- Executive officer listings and prior roles: DEF 14A 2017–2023 .
- Incentive plan targets and realized payouts: DEF 14A 2022–2021/2020 CD&A .
- Compensation tables 2020–2024: DEF 14A 2021/2022/2023/2025 .
- Outstanding equity awards and vesting: DEF 14A 2021 ; beneficial ownership and restricted stock vesting details 2024–2025 .
- Incentive plan structure and company-wide options activity: 10-Q Q3 2025 share-based comp note .
- SERP, split-dollar, and CIC agreements: DEF 14A (various years); S-4/A exhibit references .
- Board independence, governance initiatives, committee rosters: DEF 14A 2025–2024 .
- Director compensation structure and no fees for officer-directors: DEF 14A 2021–2022 .
- S-4/A director signatures (board service evidence): S-4/A (Sept 26, 2025) .