Dennis G. Shaffer
About Dennis G. Shaffer
- President & CEO of Civista Bancshares, Inc. since 2018; CEO of Civista Bank since 2018; Director since 2017; currently also Vice Chair of the Board; age 62 as of the 2025 annual meeting .
- Board has an independent Chair (Dennis E. Murray, Jr.), with Shaffer as Vice Chair to support the Chair and serve as liaison between management and the Board, addressing dual‑role balance; Shaffer is not independent under NASDAQ rules due to his executive role .
- Pay-versus-performance context: Company net income was $31.7M in 2024 vs. $43.0M in 2023; cumulative TSR value of a $100 initial investment measured $102.04 in 2024 vs. $120.76 in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Civista Bancshares, Inc. | President & CEO | 2018–present | Leads holding company strategy and execution . |
| Civista Bank | CEO | 2018–present | Oversees bank operations and performance . |
| Civista Bank | President | 2014–Jan 2025 | Senior leadership of bank platform . |
| Civista Bancshares, Inc. | Executive Vice President | 2014–2017 | Corporate executive leadership . |
| Civista Bancshares, Inc. | Senior Vice President | 2009–2014 | Corporate leadership responsibilities . |
| Civista Bank | EVP & Chief Lending Officer | 2009–2014 | Led lending function . |
| Civista Bancshares, Inc. and Civista Bank | Vice Chair; Director | Director since 2017; Vice Chair since Apr 19, 2022 | Liaison between Board and management under independent Chair structure . |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 513,462 | 539,615 | 556,948 |
| Non‑Equity Incentive Plan | 231,058 | 170,950 | 238,550 |
| Stock Awards (Grant‑date FV) | 114,401 | 179,716 | 66,104 |
| Change in Pension/SERP Value | 39,696 | 67,068 | 1,389,863 |
| All Other Compensation | 45,011 | 48,779 | 59,866 |
| Total Compensation | 923,664 | 1,006,128 | 2,311,331 |
- CEO pay ratio: 36.63x for 2024 (CEO total $2,311,331 vs. median employee $63,100) .
- Compensation consultant and market positioning: Base salaries targeted at 50th percentile; total cash/total compensation assessed vs. 75th percentile peer data; Blanchard Consulting Group served as independent advisor in 2024 .
Performance Compensation
2024 incentive structure and outcomes (Shaffer):
- Bonus cap: 80% of salary (max 35% in equity, 45% in cash) .
- Cash metrics (each 25% of cash portion): Net Income ($30.607M target), Efficiency Ratio (68.5% target), Total Loans ($3.138B target), Average Deposits ex‑brokered/tax refund ($2.503B target) .
- Equity metrics: Relative TSR (65% weight; 3‑yr avg vs peers) and Relative ROAE (35% weight; 3‑yr avg vs peers), each at 50th percentile target .
- Results: Exceeded maximum on Total Loans and Average Deposits; Net Income and Efficiency Ratio between target and max; TSR below threshold; ROAE between threshold and target. Committee applied discretion to award TSR between threshold and target; ROAE paid between threshold and target as calculated .
- Payout: 61.7% of base salary; 18.5% of the bonus in restricted stock (remainder cash), with three‑year vesting .
2023 context and outcomes:
- Cash metrics missed threshold; committee applied discretion to pay cash bonuses at 88% of target due to record 2023 net income (+9% YoY), EPS and NIM improvement despite sector deposit pressures; equity paid only for ROAE (TSR below threshold) .
- Payout: 31.7% of salary in cash and 12.2% in equity for Shaffer, with three‑year vesting .
| 2024 Incentive Plan Details | Weighting | Target | Outcome |
|---|---|---|---|
| Net Income (cash) | 25% of cash | $30,607,000 | Between target and max |
| Efficiency Ratio (cash) | 25% of cash | 68.5% | Between target and max |
| Total Loans (Booked or Sold) (cash) | 25% of cash | $3,138,363,000 | Above maximum |
| Average Deposits ex‑brokered/tax‑refund (cash) | 25% of cash | $2,502,756,000 | Above maximum |
| Relative TSR (equity) | 65% of equity | 50th percentile (3‑yr avg) | Below threshold; discretion applied between threshold and target |
| Relative ROAE (equity) | 35% of equity | 50th percentile (3‑yr avg) | Between threshold and target |
Notes:
- 2024 grants made 2/20/2024; restricted stock vests over three years with scheduled dates (see Equity Ownership & Alignment) .
- 2025 plan adjustments: equity mix revised to 50% outright and 50% performance‑based; metrics changed to ROTCE, EPS, and TSR, with updated targets and an added cash metric for reducing wholesale funding (brokered deposits and borrowings) .
Equity Ownership & Alignment
Beneficial ownership (common shares):
| Date (Record) | Total Beneficial Ownership (sh) | % of Class | Notes |
|---|---|---|---|
| Feb 20, 2024 | 34,669 | <1% (indicated “*”) | Includes 6,769 restricted shares (4,026 vest 1/2/2025; 2,743 vest 1/2/2026) and 1,411 in IRA . |
| Feb 18, 2025 | 40,005 | <1% (indicated “*”) | Includes 5,584 restricted shares (4,163 vest 1/2/2026; 1,421 vest 1/4/2027) and 1,644 in IRA . |
Unvested RSUs and vesting schedule (as of 12/31/2024):
| Grant | Unvested Shares | Vesting Schedule | Market Value Basis |
|---|---|---|---|
| 2022 grant (2/16/2022) | 1,285 | Remaining vested 1/2/2025 | $21.04 per share at FY‑end 2024 |
| 2023 grant (2/16/2023) | 5,484 | 50% vests 1/2/2025; 50% vests 1/2/2026 | $21.04 per share at FY‑end 2024 |
| 2024 grant (2/20/2024) | 4,262 | 1/3 vested 1/2/2025; remaining 1/2 vests 1/2/2026 and 1/2 vests 1/4/2027 | $21.04 per share at FY‑end 2024 |
Additional alignment factors:
- 2024 grant: 4,262 restricted shares; grant‑date fair value $66,104 .
- Options: Company has not granted stock options in more than 15 years .
- Hedging/margin: Insider Trading Policy prohibits hedging (e.g., puts/calls, short‑term trading) and buying on margin; trading limited to open window periods with pre‑clearance .
- Director ownership guideline: minimum 5,000 shares within five years of joining the Board; Shaffer exceeds this threshold .
Employment Terms
Change‑in‑Control (CIC) and severance framework:
- CIC agreements (auto‑renew; term through 12/31/2025 unless non‑renewed) feature double‑trigger benefits if terminated within 24 months after CIC; retention bonus equals 1.5x (base salary + average of prior 3 years’ cash bonus + equity grant date values) .
- Post‑CIC employment period of 24 months with no reduction in comp/benefits; upon covered termination, COBRA premiums for 18 months plus additional severance equal to (prior base salary + prior year’s non‑salary comp); 12‑month non‑compete and non‑solicit covenants; confidentiality obligations .
- Clawback Policy covers erroneously awarded incentive‑based compensation for 3 completed fiscal years preceding any required restatement (Exchange Act Section 10D, Nasdaq Rule 5608) .
Selected potential payouts for Shaffer (assuming event on 12/31/2024):
| Scenario | Key Components | Amount ($) |
|---|---|---|
| Termination without Cause under CIC | Retention Bonus | 1,292,030 |
| Severance | 794,002 | |
| COBRA | 36,996 | |
| Value of Stock | 232,071 | |
| SERP (10 equal annual installments of $202,484) | 2,024,846 | |
| Disability | Long‑term disability benefits (monthly $10,000 to age 65) | 420,000 |
| Death | Split‑dollar life insurance; group term life | 1,457,880; 200,000 |
Note: Actual amounts depend on circumstances and timing; SERP benefits are paid over time per plan terms .
Board Governance and Director Service
- Director since 2017; Vice Chair since April 19, 2022; not independent (executive role). The Board has an independent Chair (Murray), which the Board views as appropriate oversight and communication between Board and management .
- Committees: Standing committees (Nominating and Corporate Governance, Audit, Compensation, Board Risk) are composed of independent directors; Shaffer is not listed as a member on these committees .
- Board activity: Board met 14 times in 2024; each Director attended at least 75% of Board/committee meetings .
- Director pay: Officers (including Shaffer) do not receive director fees; non‑employee directors receive meeting fees and equity retainers at the Bank board; Chair receives additional monthly retainer .
Performance & Track Record (selected measures)
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($000s) | 40,546 | 39,427 | 42,964 | 31,683 |
| Value of $100 initial investment (TSR) | 107.08 | 99.02 | 120.76 | 102.04 |
| Total Loan Growth (Booked & Sold) ($000s) | 1,973,210 | 2,518,838 | 2,864,470 | 3,081,895 |
Additional disclosures:
- Say‑on‑Pay: Majority approval at 2024 annual meeting; majority approval at 2023 annual meeting .
- Executive compensation philosophy: increased emphasis on at‑risk incentive pay; equity bonuses tied to TSR and ROAE (3‑year averages vs peers); 2025 equity mix further refined (ROTCE, EPS, TSR) .
- Peer group used for benchmarking includes regional banks (e.g., City Holding, CNB Financial, HBT Financial, Mercantile Bank, etc.) .
Investment Implications
- Alignment and retention: Heavy use of time‑vested restricted stock with multi‑year vesting, hedging prohibitions, and a formal clawback policy support long‑term alignment and reduce risky behavior; scheduled vesting dates in January 2026 and January 2027 create identifiable compensation events to monitor for potential insider activity within open windows .
- Pay‑for‑performance calibration: Cash metrics drove strong 2024 payouts (loan/deposit outperformance), but equity payouts required committee discretion when TSR fell below threshold, partially weakening TSR linkage; 2025’s shift to ROTCE/EPS/TSR aims to tighten performance alignment .
- Change‑in‑control economics: Double‑trigger structure with a 1.5x multiple, additional severance, and restrictive covenants is market‑conservative for regional banks; large accrued SERP value magnifies total potential payout and should be modeled in M&A scenarios .
- Governance risk mitigants: Independent Chair and exclusion from key committees mitigate dual‑role concerns from CEO/Vice Chair structure; officers do not receive director fees, avoiding added conflicts .
Sources: 2025 DEF 14A (filed Mar 10, 2025) and 2024 DEF 14A (filed Mar 14, 2024) .