Donna M. Waltz-Jaskolski
About Donna M. Waltz-Jaskolski
Donna M. Waltz-Jaskolski is Senior Vice President of Civista Bancshares, Inc. and Senior Vice President, Customer Experience Officer of Civista Bank, roles she has held since 2017; she is 59 years old as of the 2025 annual meeting record date . She has approximately 20 years of banking experience and joined Civista in 2017 after a senior regional leadership role at PNC (formerly National City Bank) . During her tenure, company performance inputs used in pay decisions included 2024 net income of $31.7 million, total shareholder return (TSR) index of 102.04 versus a peer TSR index of 143.68, and loan growth “booked and sold” tracked for incentive purposes; the Compensation Committee also noted record 2023 net income and used discretion in equity awards when TSR underperformed peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PNC Bank (formerly National City Bank) | Senior Vice President, Regional Manager | 2008–2016 | Not disclosed in filings |
External Roles
No external directorships or outside board roles are disclosed for Waltz-Jaskolski in the company’s executive officer biographies reviewed .
Fixed Compensation
Program structure and what is disclosed for executives at Civista (Waltz-Jaskolski is not a Named Executive Officer, so her individual salary/bonus is not itemized in the proxy):
- Executive officers are paid by Civista Bank; the Compensation Committee targets base salaries near the 50th percentile of peers and shifted emphasis toward incentive-based pay since 2015 .
- 2024 NEO base salary increases averaged 3%; benefits include standard health/welfare and 401(k) with age-weighted profit-sharing (aggregate $1,070,937 contributed in 2024 across employees) .
- Compensation philosophy relies on external benchmarking (peer group of Midwest banks $1.5–$7.2B assets), with base near 50th percentile and total cash/compensation compared up to the 75th percentile to compete for talent .
| Component | Policy/Benchmark | 2024 Detail/Notes |
|---|---|---|
| Base salary | Target ~50th percentile vs. peers | NEO increases averaged 3% |
| Benefits | Standard health/welfare; 401(k) match + profit sharing | $1.07M aggregate profit-share across employees |
| Pay vehicle | Paid by Civista Bank (not the holding company) | Executives receive no direct comp from parent |
Performance Compensation
Civista uses cash and equity incentive metrics annually; while individual awards for Waltz-Jaskolski are not disclosed, the structure applies to senior officers broadly and drives selling/vesting dynamics.
- 2024 cash metrics (each 25% of cash bonus potential): Net Income; Efficiency Ratio; Total Loans (booked or sold); Average Deposits (excl. brokered and tax refund deposits) .
- 2024 equity metrics (weighting within equity portion): Relative TSR vs. peer group (65%); Relative ROAE vs. peer group (35%); target percentile for both = 50% (3-year average) .
- 2024 results vs. targets: Loans and Average Deposits exceeded maximum; Net Income and Efficiency Ratio between target and maximum; TSR below threshold; ROAE between threshold and target; the Committee used discretion to award equity for TSR between threshold and target to support stock ownership despite TSR underperformance .
- 2025 changes: Added a fifth cash measure (Reduction of Wholesale Funding) and revised equity measures to ROTCE, EPS, and TSR; equity payout split to 50% outright grant and 50% performance-based, with updated targets aligned to size/structure .
| Metric (2024) | Weighting | Target (2024) | Outcome (2024) | Payout/Vesting Mechanics |
|---|---|---|---|---|
| Net Income (Cash) | 25% of cash | $30.607M | Between target and max | Cash payout per grid; equity vests over 3 years |
| Efficiency Ratio (Cash) | 25% of cash | 68.5% | Between target and max | Cash payout per grid; equity vests over 3 years |
| Total Loans (Booked/Sold) (Cash) | 25% of cash | $3,138,363k | Exceeded maximum | Cash payout per grid; equity vests over 3 years |
| Average Deposits excl. brokered/tax (Cash) | 25% of cash | $2,502,756k | Exceeded maximum | Cash payout per grid; equity vests over 3 years |
| Relative TSR (Equity) | 65% of equity | 50th percentile, 3-yr avg | Below threshold; paid between threshold–target at Committee discretion | Restricted stock; 3-yr vesting |
| Relative ROAE (Equity) | 35% of equity | 50th percentile, 3-yr avg | Between threshold and target | Restricted stock; 3-yr vesting |
Vesting cadence (key for potential selling pressure):
- 2024 restricted stock awards vest 1/3 on Jan 2, 2025; half of remaining on Jan 2, 2026; and the balance on Jan 4, 2027 (unvested shares generally forfeit on termination) .
- Company-wide RSU schedules also show 2025 awards with remaining vest periods of ~2.25–4.25 years as of Sept 30, 2025, reinforcing a multi-year vesting runway for senior officers’ equity .
Equity Ownership & Alignment
- Individual beneficial ownership for Waltz-Jaskolski is not itemized in the 2025 proxy; aggregate ownership of all current executive officers and directors (22 persons) was 402,843 shares (2.60%) at Feb 18, 2025 .
- Insider Trading Policy: pre-clearance required; trades only in open windows; prohibitions on hedging (buying/selling puts/calls), short-term trading, and purchasing on margin, which reduces misalignment and pledging risk .
- Clawback Policy: adopted 2018 and amended/restated 2023 to comply with SEC/Nasdaq; mandates recoupment of erroneously awarded incentive compensation for the three completed fiscal years preceding any restatement .
- Equity plans: 2014 Incentive Plan expired April 15, 2024; 2024 Incentive Plan approved April 16, 2024 authorizes up to 450,000 shares and runs through April 16, 2034 .
- Options: the company has not granted stock options in more than 15 years (focus is on restricted stock), limiting leverage and repricing risk .
Employment Terms
- Change-in-control (CIC) agreements are in place for NEOs (filings do not specifically enumerate Waltz-Jaskolski); they feature double-trigger benefits if employment is terminated within 24 months after a CIC, with an initial term through Dec 31, 2025 and auto-renewals unless notice given .
- CIC cash benefits include a lump-sum “retention bonus” equal to 1.5x (base salary + average of prior three years’ cash bonus and grant-date equity value), plus 18 months of COBRA and an additional severance amount equal to prior base salary and the prior year’s non-salary compensation; subject to a 12-month non-compete and non-solicit .
- Confidentiality obligations and conditions around changes in duties, relocation, or failure to assume obligations are addressed as constructive terminations under the agreements .
Investment Implications
- Pay-for-performance linkage and clawback/hedging prohibitions support alignment; multi-year restricted stock vesting implies staggered, calendar-driven windows for potential selling by senior officers (notably January 2026 and January 2027 for 2024 grants), though individual amounts for Waltz-Jaskolski are undisclosed .
- 2025 program changes (adding EPS and ROTCE and shifting equity to 50% performance-based) increase sensitivity of senior officers’ equity outcomes to shareholder-return and profitability, which can be constructive for long-term value creation signals .
- CIC agreements are double-trigger and moderate in size (1.5x construct), lowering windfall risk yet providing retention during strategic transitions; lack of public disclosure of Waltz-Jaskolski’s specific agreement is a transparency gap to monitor .
- Corporate performance context: 2024 TSR lagged peers while cash metrics met or exceeded targets, and 2023 was a record net income year; the Committee’s controlled use of discretion for equity payouts suggests pragmatic retention focus rather than formulaic overpayment—supportive for governance risk assessment .
SAY-ON-PAY context: shareholders approved the 2024 advisory vote on executive compensation by a majority; the program continues to evolve with peer benchmarking and refined performance metrics .