Darci Congrove
About Darci Congrove
Darci L. Congrove (age 55) is an independent director of Civista Bancshares, Inc. (CIVB) and Civista Bank, serving since 2023. She is Managing Director at GBQ Partners, LLC (since 2010) and a Partner at GBQ (since 2003), and has more than 30 years’ experience as a Certified Public Accountant providing tax, accounting, and financial expertise. Her board credentials center on financial literacy and risk oversight, including chairing the Board Risk Committee and serving on the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GBQ Partners, LLC | Managing Director | 2010–present | Leads tax/accounting practice; deep financial expertise relevant to bank oversight |
| GBQ Partners, LLC | Partner | 2003–present | Senior leadership in public accounting; CPA for 30+ years |
| Civista Bancshares, Inc. and Civista Bank | Director | 2023–present | Audit Committee member; Chair, Board Risk Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or external boards disclosed for Congrove in CIVB’s proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Committee assignments | Chair, Board Risk Committee; Member, Audit Committee |
| Committee activity | Board Risk Committee met 4 times in 2024; Audit Committee met 10 times in 2024 |
| Independence | Board determined Congrove is independent under NASDAQ rules |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024; Board met 14 times (incl. 4 dividend meetings via video) |
| Years of service on this board | Director since 2023 |
| Lead independent director | Board Chair is independent (Dennis E. Murray); no separate LID disclosed |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $30,850 | Board/committee meeting fees; travel/extra-location time; Chair retainers not applicable to Congrove |
| Equity retainer (Bank board) | $14,000 paid in common shares | Paid in unrestricted common shares under 2024 Incentive Plan |
| Stock awards (grant-date fair value) | $14,007 | Valued at $14.50 per share; grant date April 16, 2024 |
| Meeting fee rates | $1,750 per Bank board meeting; $600 per committee meeting; $1,600 per committee meeting for Chairs | |
| Deferred compensation election | None elected by any director in 2024 |
Cash vs equity mix (2024): Cash 68.8%, Equity 31.2% (based on $30,850 cash and $14,007 stock awards) .
Performance Compensation
| Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|
| Not applicable for directors | — | — | — | Non-employee directors receive meeting fees and unrestricted share retainers; no performance-tied metrics, options, or PSUs disclosed for directors |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Congrove |
| Compensation Committee interlocks | Congrove is not a member; committee members are all independent and no interlocks disclosed |
| Shared directorships with competitors/suppliers/customers | None disclosed for Congrove |
Expertise & Qualifications
- CPA with more than 30 years’ experience in tax, accounting, and finance, bringing strong financial literacy to oversight of a regulated financial institution .
- Risk oversight credentials as Chair of the Board Risk Committee; committee oversees enterprise risk across credit, market/interest rate, liquidity, compliance, operational/cyber, legal, reputational, and strategic risks .
- Audit governance experience as a member of the Audit Committee, which oversees internal controls, financial reporting, auditor independence, and related-party transactions .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,625 common shares |
| Shares outstanding (record date) | 15,479,485 |
| Ownership as % of shares outstanding | ~0.017% (2,625 / 15,479,485) |
| Vested vs. unvested | All shares shown are currently owned; no rights to acquire additional shares within 60 days |
| Pledging/hedging | No pledging disclosures for Congrove; company policy prohibits hedging and margin transactions in company securities |
| Director stock ownership guidelines | Minimum 5,000 shares within 5 years of joining the Board |
| Compliance status | Below guideline as of Feb 18, 2025 (2,625 shares), but within 5-year compliance window (joined 2023) |
Governance Assessment
- Board leadership and independence: Congrove is an independent director with financial and risk oversight expertise; she chairs the Board Risk Committee and serves on Audit—positive for board effectiveness and investor confidence .
- Attendance and engagement: Board met 14 times in 2024; each director attended at least 75% of board and committee meetings, indicating adequate engagement; Audit and Risk committees were active (10 and 4 meetings, respectively) .
- Compensation alignment: Director pay structure blends cash meeting fees with equity retainer paid in unrestricted common shares, supporting alignment without performance gaming; 2024 mix was ~69% cash / ~31% equity .
- Ownership alignment and guideline: Congrove holds 2,625 shares (~0.017%); below the 5,000-share guideline but within the five-year window to reach compliance—monitor for progress; absence of pledging is positive .
- Conflicts/related-party exposure: Bank may transact with directors in ordinary-course banking terms; Audit Committee oversees related-party transactions—no specific related-party transactions disclosed for Congrove; Section 16 filings were timely for directors in 2024 (one late Form 4 for CFO only) .
- RED FLAGS: None directly tied to Congrove; note board-level margin pledging exists for the Chair (not Congrove), which warrants broader governance monitoring but does not implicate her holdings .