Clyde A. Perfect, Jr.
About Clyde A. Perfect, Jr.
Clyde A. Perfect, Jr. is an independent director of Civista Bancshares, Inc. (CIVB), serving since 2023; he is 68 years old and brings long-tenured operating and public-service experience to the board . He has been General Manager and CFO of Perfect North Slopes, Inc. since 1978 and served in the Indiana State Senate from 2014 until 2023, which the Nominating Committee cites as providing valuable business and public service expertise . The board has affirmatively determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana State Senate | Senator | 2014–2023 | Public service experience cited by CIVB’s Nominating Committee as additive to board perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perfect North Slopes, Inc. | General Manager & CFO | 1978–present | 44+ years managing a successful service industry business; provides business/operations expertise |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (Chair: Mary Patricia Oliver); Member, Board Risk Committee (Chair: Darci L. Congrove) .
- Committee activity levels: Nominating met 2 times in 2024; Board Risk met 4 times in 2024, reflecting increased emphasis on board-level risk oversight initiated in July 2023 .
- Independence: CIVB’s board determined Perfect is independent (non-employee) under NASDAQ rules; only CEO Dennis G. Shaffer and Bank President Charles A. Parcher are not independent .
- Attendance and engagement: The board met 14 times in 2024 (including 4 video meetings for dividends); each director attended at least 75% of board and committee meetings .
- Board leadership: The Chairperson, Dennis E. Murray, Jr., is independent; board risk oversight is formalized through the Board Risk Committee and Audit Committee internal control oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $21,400 | Per-meeting fees: Bank board $1,750/meeting; corporate committee $600/meeting; committee chairs $1,600/meeting; additional travel/time fees as specified . |
| Stock awards (2024) | $14,007 | Annual Bank board retainer paid entirely in CIVB common shares totaling $14,000; grant-date fair value $14.50/share under 2024 Incentive Plan . |
| Total (2024) | $35,407 | Directors may defer fees under the non-qualified plan; no director deferred in 2024 . |
Performance Compensation
| Item | Disclosure |
|---|---|
| Director performance-based pay | None disclosed; non-employee director equity awards are unrestricted common shares in lieu of cash retainers under the 2024 Incentive Plan . |
| Options/PSUs for directors | None disclosed for directors; CIVB has not granted stock options in more than 15 years . |
| Clawback policy | Adopted and amended (2018; restated 2023) for executive incentive compensation tied to accounting restatements; applies to executives, not to standard director retainers . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Perfect . |
| Prior public company boards | None disclosed for Perfect . |
| Compensation committee interlocks | No interlocks disclosed; compensation committee comprised entirely of independent directors; no insider participation or Item 404 relationships in 2024 . |
Expertise & Qualifications
- 44+ years as manager of a successful service-industry business; provides valuable owner/operator and business expertise .
- Many years in public service; adds governmental and stakeholder perspective .
- Complementary fit to board skills matrix emphasizing business management and community engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Clyde A. Perfect, Jr. | 9,363 | <1% | No restricted/unvested share footnotes noted for Perfect; table states no additional shares acquirable within 60 days for named persons . |
| Director stock ownership guideline | Minimum 5,000 shares within 5 years of joining board | Status: Meets guideline (owns 9,363) |
Pledging/Hedging: Insider Trading Policy prohibits hedging (puts/calls, short-term trading) and margin transactions for directors; pledging was disclosed for the Chair (Murray) via margin accounts but no pledging is disclosed for Perfect .
Governance Assessment
- Board effectiveness: Perfect strengthens Nominating (governance, refreshment, stock ownership standards) and Risk oversight (formal ERM coverage including credit, market/IRR, liquidity, compliance, operational/cyber, strategic) .
- Independence and alignment: Independent director status; director retainer paid in common shares; ownership guideline of 5,000 shares met with 9,363 shares, promoting alignment with shareholders .
- Attendance/engagement: Board met 14 times; each director ≥75% attendance in 2024; Nominating and Board Risk committees met regularly, indicating active governance involvement .
- Conflicts/related-party exposure: Only ordinary-course banking transactions with directors; Audit Committee reviews related-party transactions; no Item 404 related-party transactions disclosed for Perfect; insider policy prohibits hedging/margin use, reducing alignment risks .
- Signals for investors: Creation of Board Risk Committee despite asset size < $10B shows proactive risk oversight; independent Chair; director equity retainer and ownership guideline compliance enhance investor confidence; no director performance-pay constructs that could misalign incentives .
RED FLAGS: None specifically disclosed for Perfect (no pledging, no related-party transactions requiring disclosure, attendance threshold met). The only pledging disclosure pertains to the Chair’s margin accounts, not to Perfect .