Dennis E. Murray, Jr.
About Dennis E. Murray, Jr.
Independent Chair of Civista Bancshares, Inc. (CIVB) since April 19, 2022; director since 2015; age 62 as of the 2025 annual meeting. Partner at Murray & Murray Company, LPA with 37 years of legal practice focused on litigation (including accounting, antitrust, banking, shareholder and business disputes) and prior governmental service; previously served as the Board’s Lead Independent Director, positioning him as an experienced, independent board leader for CIVB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Civista Bancshares, Inc. | Director; Independent Chair | Director since 2015; Chair since Apr 19, 2022 | Former Lead Independent Director; independent board leadership and oversight of risk and governance |
| Civista Bank (subsidiary) | Director | Not separately dated (board slate lists dual appointments) | Receives monthly risk reporting from CRO via board processes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Murray & Murray Company, LPA | Partner | Not disclosed | Litigation background cited as core board qualification |
| Government service (various capacities) | — | Not disclosed | Referenced broadly in proxy biography |
Board Governance
- Independent Chair; CEO is separate (Vice Chair role held by CEO to support the Chair). Board retains flexibility to adjust leadership structure as needed .
- Committees: Nominating & Corporate Governance; Compensation, Benefits & Liability; Board Risk (independent directors). Murray serves as a member (not Chair) on multiple committees; Audit is chaired by an independent director other than Murray .
- Independence: Board affirms Murray is independent; only CEO (Shaffer) and President of the Bank (Parcher) are non-independent .
- Attendance: Board met 14 times in 2024; each director attended at least 75% of board and committee meetings (all but one attended the 2024 annual meeting) .
- Board risk oversight formalized via a dedicated Board Risk Committee (established July 2023) covering credit, market/IRR, liquidity, compliance, operational/cyber, legal, reputational, strategic risks .
- Director stock ownership guideline: minimum 5,000 CIVB shares within five years of joining the board .
Committee assignments (current)
| Committee | Members (selection) | Chair | 2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Includes Murray; Oliver; Perfect; Singer; Wise | Mary Patricia Oliver | 2 |
| Audit | Not listed for Murray | Julie A. Mattlin | 10 |
| Compensation, Benefits & Liability | Includes Murray; Macioce; Oliver; Singer; Wise; Wurm | Harry Singer | 3 |
| Board Risk | Includes Murray; Congrove; Macioce; Mattlin; Oliver; Perfect; Singer; Weaks | Darci L. Congrove | 4 |
Fixed Compensation
Director pay is primarily per-meeting fees (Bank board) plus a Bank board equity retainer; committee chairs receive higher meeting fees. CIVB pays an additional monthly cash retainer only to the Board Chair.
| Element | Amount | Notes |
|---|---|---|
| Bank board meeting fee | $1,750 per meeting | Applies to service on Civista Bank board (no fees for CIVB corporate board meetings) |
| Committee meeting fee | $600 per meeting; $1,600 if committee chair | Since July 2023, directors attend only CIVB-level committees |
| Bank board annual retainer | $14,000 paid in CIVB common shares | Unrestricted shares; pro-rated for new directors |
| Board Chair cash retainer | $2,500 per month (Murray) | Recognizes additional Chair duties |
Director Compensation – Murray (recent years)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $39,413 | $38,625 |
| Stock Awards (grant-date fair value) | $14,008 | $14,007 |
| Total | $53,420 | $52,632 |
Performance Compensation
- Directors receive unrestricted common shares as the Bank board retainer (no options/PSUs; no performance metrics). There is no director performance scorecard disclosed, and director equity is not subject to vesting/performance conditions .
| Component | Metric/Structure | Vesting | Notes |
|---|---|---|---|
| Equity retainer | Unrestricted common shares | None | Annual $14,000 retainer paid in shares; not performance-based |
| Options/PSUs | None | — | No option grants to directors; company states no stock options have been granted in 15+ years |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Murray in the proxy biography/nominee table .
- Compensation committee interlocks: None. Compensation Committee members (including Murray) were independent; no insider participation or interlocks disclosed for 2024 .
Expertise & Qualifications
- Legal and governance expertise: 37 years as a litigation attorney (accounting, antitrust, banking, shareholder and business disputes), providing corporate and governance insight to the board .
- Independent board leadership: prior Lead Independent Director; independent Chair since 2022 .
- Risk oversight: participation on Board Risk Committee; board receives monthly CRO risk reporting; audit/internal control oversight via Audit Committee structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dennis E. Murray, Jr. | 42,556 | <1% (indicated by “*”) | Footnote notes holdings include direct and rollover IRA; his and spouse’s brokerage accounts are margin accounts and shares “may be pledged” |
| Director ownership guideline | 5,000 shares minimum within 5 years | — | Board policy; Murray’s ownership exceeds guideline |
- Pledging/Hedging: Insider Trading Policy prohibits hedging (including buying/selling puts/calls) and purchasing on margin; directors may only trade during open windows and are subject to pre-clearance .
Governance Assessment
-
Strengths
- Independent Chair with deep governance/legal background; separate CEO provides clearer oversight .
- Robust committee structure with independent chairs; dedicated Board Risk Committee (despite < $10B assets) enhances risk oversight .
- Good engagement: 14 board meetings in 2024; all directors met 75%+ attendance; strong attendance at annual meeting .
- Director ownership guideline (5,000 shares) promotes alignment; Murray’s ownership is well above the threshold .
- Compensation Committee independence and use of an external consultant; no interlocks disclosed .
-
Watch items / RED FLAGS
- Pledging: Footnote indicates Murray’s and his spouse’s shares held in margin accounts and “may be pledged” as collateral—this is a governance red flag despite the company’s policy prohibiting margin purchases; clarify alignment with policy and any exceptions/grandfathering .
- Discretion in executive incentive payouts (not director-specific) was used in 2023–2024 to adjust outcomes (e.g., equity TSR below threshold); while rationalized, persistent discretion can weaken pay-for-performance optics; monitor for trends .
Overall: An experienced, independent board leader with strong legal credentials and multi-committee engagement. The primary governance risk to monitor is share pledging language in the beneficial ownership footnote; investors may seek confirmation of compliance with the Insider Trading Policy and any pledging restrictions .