Harry Singer
About Harry Singer
Independent director at Civista Bancshares, Inc. (CIVB) since 2019; age 70 as of the 2025 annual meeting . President & CEO of Sandusco, Inc. and ICM Distributing Company, Inc. since 1980; the Board cites 36 years of owner/operator experience across commercial real estate and retail as his core credentials contributing valuable business expertise to the Board . Independence affirmed under NASDAQ rules (not an employee of CIVB or Civista Bank) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandusco, Inc. | President & CEO | 1980–present | Owner/operator experience applied to board oversight |
| ICM Distributing Company, Inc. | President & CEO | 1980–present | Retail operations expertise applied to governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed in proxy |
Board Governance
- Committee assignments (2025): Chair, Compensation, Benefits & Liability Committee; Member, Nominating & Corporate Governance Committee; Member, Board Risk Committee .
- Board meeting cadence and attendance: Board met 14 times in 2024; each director attended at least 75% of Board and committee meetings; all but one director attended the 2024 annual meeting .
- Independence: Independent under NASDAQ (exceptions only for CEO Dennis G. Shaffer and President of Civista Bank Charles A. Parcher) .
- Leadership structure: Independent Chair (Dennis E. Murray); Board may appoint a Lead Independent Director as needed; robust risk oversight via Board Risk Committee and Audit Committee .
| Committee | Role | Notes |
|---|---|---|
| Compensation, Benefits & Liability | Chair | Oversees exec compensation programs; independent membership; no interlocks disclosed |
| Nominating & Corporate Governance | Member | Board refreshment, skills matrix, governance policies; stock ownership guideline 5,000 shares within 5 years |
| Board Risk | Member | Oversees ERM (credit, market/IR, liquidity, compliance, operational/cyber, legal, reputational, strategic) |
Fixed Compensation
Director fee schedule (2024–2025):
| Component | Amount | Notes |
|---|---|---|
| Bank Board meeting fee | $1,750 per meeting | Directors are compensated for Bank board meetings; no fees for holding company Board meetings |
| Committee meeting fee | $600 per meeting | Chairpersons receive $1,600 per meeting |
| Annual Bank Director retainer | $14,000 in CIVB common shares | Paid entirely in stock to align with shareholders |
| Chair of Board monthly retainer | $2,500 (Board Chair only) | Applies to Board Chair (not Singer) |
| Travel/alternate location time | $50/hour (certain circumstances) | For travel and non-Erie County meetings |
Director compensation (Singer):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 29,325 | 14,007 | 43,332 |
| 2023 | 33,750 | 14,008 | 47,758 |
- Deferred compensation: A non-qualified plan exists for non-employee directors; no Singer deferrals disclosed for 2024 .
Performance Compensation
- No performance-based director compensation disclosed; non-employee directors receive unrestricted common shares as part of annual retainer under the 2024 Incentive Plan (approved April 16, 2024) .
- No options, PSUs, or TSR/ROAE-based director awards disclosed; equity awards for directors are retainer stock, not performance-conditioned .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Public company boards | None disclosed |
| Compensation Committee interlocks | None; all members independent; no insider participation; no Item 404 related-party transactions among committee members |
| Shared directorships with competitors/suppliers/customers | Not disclosed; ordinary-course banking relationships overseen by Audit Committee |
Expertise & Qualifications
- Board evaluation cites 36 years across commercial real estate and retail; contributes owner/operator perspective and business execution experience .
- Governance framework emphasizes cognitive diversity, skills matrix, and minimum share ownership guideline of 5,000 shares within five years of joining the Board .
Equity Ownership
Beneficial ownership (as of Feb 18, 2025):
| Holder | Shares | Notes |
|---|---|---|
| Harry Singer (total) | 21,851 | <1% of outstanding (denoted by “*”) |
| Rollover IRA | 1,875 | Direct/indirect as specified |
| SEP IRA | 1,075 | Direct/indirect as specified |
| Sandusco, Inc. | 7,900 | Shared voting/investment power |
| Harry Singer Revocable Trust | 7,946 | Voting/investment power as trustee |
| Joint with spouse | 3,055 | Shared voting/investment power |
Ownership guideline and compliance:
- Board guideline: minimum of 5,000 shares within five years of joining Board; Singer’s holdings exceed guideline .
Pledging/hedging:
- No pledging disclosed for Singer; company policy prohibits director/officer hedging (puts/calls, margin purchases, short-term trading) .
Insider trades:
- Attempted to fetch Form 4 insider transactions via insider-trades skill for “Harry Singer” (CIVB) from 2024-01-01 to 2025-11-19; API returned 401 Unauthorized. No Form 4 table included due to access error (will update if data becomes available).
Governance Assessment
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Strengths:
- Independent director; chairs Compensation Committee; member of Nominating and Risk Committees—positions that drive governance quality and risk oversight .
- Director compensation structure aligns interests via stock-only Bank retainer; cash meeting fees modest; no performance-linked pay that could skew incentives .
- Robust governance framework: cognitive diversity, skills matrix, minimum stock ownership, independent Chair, Board-level ERM oversight; Audit Committee reviews related-party transactions .
- Attendance threshold met corporate-wide; demonstrates engagement; annual meeting attendance high .
-
Watch items / potential conflicts:
- Ownership through multiple entities (Sandusco, trust, IRAs) suggests broader financial interests; however, no pledging disclosed for Singer and ordinary-course banking transactions are monitored by Audit Committee .
- As Compensation Committee Chair, pay decisions are a focal point for investor scrutiny; committee independence and no interlocks are positives, but discretionary adjustments to executive incentive metrics in prior years merit monitoring for pay-for-performance alignment .
- Say-on-pay approvals have been solid (majority support), but ongoing use of discretion in incentives (e.g., TSR/ROAE weighting outcomes) should be assessed against shareholder expectations as cycles evolve .
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Overall: Singer’s independence, committee leadership, stock-aligned director pay, and lack of pledging/related-party red flags support investor confidence. Continued transparency around executive incentive discretion and maintenance of attendance and ownership compliance are key to sustaining governance quality .