Gerald B. Wurm
About Gerald B. Wurm
Independent director of Civista Bancshares, Inc. (and Civista Bank) since 2023; age 70 as of the 2025 annual meeting. Core background: long-tenured operator and owner—President of Wurm’s Woodworking Company since 1983—bringing private manufacturing/operator perspective to the board. The Nominating Committee cites his 44+ years running a successful manufacturing company as a key qualification for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wurm’s Woodworking Company | President | 1983–present | Brings valuable business/operator experience to the board per Nominating Committee assessment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No other public company directorships disclosed for Mr. Wurm in the DEF 14A |
Board Governance
- Independence: The board determined all directors (and 2025 nominees) are independent under NASDAQ rules, except CEO Dennis G. Shaffer and EVP/President Charles A. Parcher; Wurm is independent .
- Committees (2024 board year): Audit Committee (member); Compensation, Benefits and Liability Committee (member). Not a chair; committee chairs are Julie A. Mattlin (Audit), Harry Singer (Compensation), Mary P. Oliver (Nominating), and Darci L. Congrove (Board Risk) .
- Attendance: The board met 14 times in 2024; each director attended at least 75% of board and committee meetings (company-wide disclosure) .
- Shareholder support: At the April 16, 2024 annual meeting, Wurm received 10,332,349 votes “For” and 95,944 “Withheld”; all nominees elected .
- Board leadership: Independent Chair (Dennis E. Murray Jr.); Vice Chair is the CEO, with risk oversight distributed among committees, including a Board Risk Committee established in 2023 .
Fixed Compensation
- Structure (director fee policy): No fees for holding company board meetings; compensation is driven by service on the Bank board and Corporation committees. In 2024: $1,750 per Bank board meeting; $600 per Corporation committee meeting ($1,600 for committee chairs); Bank board annual retainer paid in unrestricted CIVB common shares ($14,000, pro-rated for new directors); Chair of the Board receives an additional $2,500 per month (Chair-only) .
- Equity vehicle: Non-employee director retainer is paid in unrestricted common shares under the shareholder-approved incentive plans; in 2024 awards were made under the 2024 Incentive Plan (succeeding the 2014 Plan at expiration) .
Director compensation for Mr. Wurm:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 25,000 | 27,600 |
| Stock Awards ($) | 14,008 (retainer in shares; grant-date fair value $15.41/share) | 14,007 (retainer in shares; grant-date fair value $14.50/share) |
| Total ($) | 39,008 | 41,607 |
Performance Compensation
- None disclosed for directors. Non-employee director equity grants are unrestricted shares used to deliver the Bank board retainer; no director performance metrics, options, or PSU frameworks are described for directors (performance metrics and PSUs discussed in the proxy apply to executives, not directors) .
| Performance Metric | Plan/Target | Outcome |
|---|---|---|
| N/A for directors | N/A | Directors receive unrestricted share retainers; no performance-based director pay disclosed |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Wurm .
- Compensation Committee interlocks: The Compensation Committee (includes Wurm) comprised independent, non-employee directors; the proxy discloses no interlocks or related relationships requiring Item 404 disclosure for 2024 .
Expertise & Qualifications
- Operator/owner with 44+ years leading a manufacturing business, providing “valuable business experience” as assessed by the Nominating & Corporate Governance Committee .
- Audit Committee experience at CIVB; Audit Committee is responsible for internal control oversight and related-party transaction reviews .
- Compensation Committee experience at CIVB; the committee utilizes an independent compensation consultant (Blanchard Consulting Group) reviewed for conflicts and deemed independent .
Equity Ownership
| Metric | Feb 20, 2024 | Feb 18, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 136,208 | 142,383 |
| Percent of Class | <1% (table denotes “*”) | <1% (table denotes “*”) |
| Pledged/Hedged | No pledging disclosed for Wurm; company prohibits director hedging and short-term trading per Insider Trading Policy | |
| Ownership Guidelines | Board guide expects at least 5,000 shares within five years of joining the Board; Wurm’s holdings exceed the guideline |
Governance Assessment
- Alignment: High personal ownership (142,383 shares as of Feb 18, 2025), well above the board’s 5,000-share guideline, signaling strong alignment with shareholders .
- Independence and committee influence: Independent director serving on both Audit and Compensation committees—key oversight bodies for financial reporting integrity, related-party review, and executive pay .
- Engagement: Company reports each director attended at least 75% of board and committee meetings in 2024; board held 14 meetings (plus regular committee work) .
- Shareholder support signals: Strong “For” vote counts for Wurm in 2024; say‑on‑pay also passed with significant “For” votes, reflecting general support of compensation practices (board-level indicator of investor confidence) .
- Red flags check: No Item 404 related-party transactions identified for Wurm; loans to directors occur on market terms and are performing; hedging prohibited; Audit Committee oversees related-party transaction approvals .
- Compensation process quality: Compensation Committee (with Wurm as a member) is fully independent and uses an independent external consultant; committee disclosed discretion in executive incentives but maintains a clawback policy aligned with SEC/Nasdaq rules—positive for governance rigor .
Potential watch items: The board uses discretion at times in executive incentive payouts (e.g., TSR shortfalls offset by discretionary equity vesting for executives), which investors may scrutinize in weaker performance years; however, clawback and balanced metrics mitigate risk .
Related Party & Conflicts
- Standard banking relationships with directors and related persons occur in the ordinary course at market terms; all current loans to directors/officers/families are performing. Audit Committee provides ongoing oversight of related-party situations. No Wurm-specific related-party transactions were disclosed .