Ian Whinnem
About Ian Whinnem
Ian Whinnem (age 49) serves as Senior Vice President, Chief Financial Officer and Treasurer of Civista Bancshares, Inc. and CFO of Civista Bank, effective June 3, 2024 . He brings 25+ years in bank finance, most recently as SVP, Director of Profitability Management & Capital Utilization at Huntington; earlier he was Director of Finance at FirstMerit; he holds undergraduate and MBA degrees from Cleveland State University . Company pay-for-performance context: in 2024, Civista exceeded maximum targets on total loans and average core deposits; net income and efficiency ratio landed between target and max; TSR was below threshold and ROAE between threshold and target, with limited committee discretion applied to equity payouts . For 2024 Pay vs Performance, Civista reported net income of $31.7 million and a TSR value of $102.04 on a $100 base, while continuing to emphasize loan growth as a key linkage to pay .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Huntington Bancshares | SVP, Director of Profitability Management & Capital Utilization | 2016–2024 | Led enterprise profitability and capital utilization analytics supporting balance sheet optimization . |
| FirstMerit Bank/Corporation | Director of Finance (various finance roles) | 1996–2016 | Directed finance prior to FirstMerit’s acquisition by Huntington, providing continuity across integration . |
External Roles
No external public company directorships disclosed for Mr. Whinnem in the proxy biography reviewed .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 139,423 | Partial-year (start date June 3, 2024) . |
Performance Compensation
2024 incentive architecture and outcomes (Mr. Whinnem pro-rated from June 3, 2024):
- Cash metrics (equal weights within the cash component): net income; efficiency ratio; total loans (booked or sold); average core deposits ex-brokered/tax refund . Targets for 2024 were Net Income $30,607,000; Efficiency Ratio 68.5%; Total Loans $3,138,363,000; Average Deposits $2,502,756,000 .
- Equity metrics: 3-year average Relative TSR (65% weight, target 50th percentile) and Relative ROAE (35% weight, target 50th percentile) .
- Mr. Whinnem’s 2024 payout: 75.6% of base salary; 15% paid in restricted shares (3-year ratable vesting beginning January 2026), remainder in cash; award treated as discretionary due to mid-year hire .
- Company-level 2024 achievement vs targets: exceeded max 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 limited discretion to TSR equity payout between threshold and target .
| 2024 Incentive Structure (CFO) | Weighting / Caps | Target (where applicable) | Actual/Outcome | Payout Treatment |
|---|---|---|---|---|
| Cash: Net Income | 25% of cash bucket | $30,607,000 | Between target and max | Included in 75.6% of salary total payout . |
| Cash: Efficiency Ratio | 25% of cash bucket | 68.5% | Between target and max | Included . |
| Cash: Total Loans (booked/sold) | 25% of cash bucket | $3,138,363,000 | Exceeded maximum | Included . |
| Cash: Avg Core Deposits (ex-brokered/tax refund) | 25% of cash bucket | $2,502,756,000 | Exceeded maximum | Included . |
| Equity: Relative TSR (3-yr avg) | 65% of equity bucket | 50th percentile | Below threshold; discretion applied to pay between threshold and target | 15% of CFO bonus paid as restricted shares, 3-year vest from Jan-2026 . |
| Equity: Relative ROAE (3-yr avg) | 35% of equity bucket | 50th percentile | Between threshold and target | Included . |
| Total annual incentive cap (CFO) | 53% of salary (20% equity / 33% cash) | — | Actual 75.6% of salary (discretion due to hire) | Paid cash and restricted stock per above . |
Additional detail:
- For 2024, NEO incentives were capped at 53% of salary for the CFO (20% equity; 33% cash), with Mr. Whinnem eligible for a pro-rated bonus; the Compensation Committee exercised discretion in his case due to the mid-year appointment .
- For 2025, the equity bonus performance measures were revised to ROTCE, EPS, and TSR; 50% of equity payout to be outright, 50% performance-based; targets were reset by scale .
Compensation actually paid in 2024 (as reported):
| Component | 2024 ($) |
|---|---|
| Non-Equity Incentive Plan Compensation | 78,525 |
| Stock Awards | 0 (2024 grant table shows no 2024 grant to Mr. Whinnem; equity portion for 2024 performance vests beginning Jan-2026 and would be granted in 2025) |
| All Other Compensation (401k match, insurance, dividends, etc.) | 5,032 |
| Total 2024 Compensation | 222,980 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,000 common shares as of February 18, 2025 (<1% of shares outstanding) . |
| Vested/unvested equity at 12/31/24 | No unvested restricted shares reported as of 12/31/24 for Mr. Whinnem . |
| Options | Company has not granted stock options in more than 15 years; none reported for Mr. Whinnem . |
| Ownership guidelines (executives) | Not disclosed; Board ownership guideline (directors) is 5,000 shares within 5 years (director-specific) . |
| Hedging/pledging | Insider Trading Policy prohibits hedging (including buying/selling puts/calls), short-term trading, and purchase of securities on margin . |
| Pledged shares | No pledging disclosed for Mr. Whinnem; certain director accounts may include margin pledges, not applicable to Mr. Whinnem . |
| Upcoming vesting cadence (2024 performance equity) | Restricted shares from 2024 performance vest 1/3 per year beginning Jan-2026 (amount not disclosed in 2024 grants table) . |
| Section 16 compliance | One late Form 4 filing in 2024 (reported one transaction) . |
Employment Terms
| Term | Disclosure |
|---|---|
| Start date / role | Hired June 3, 2024 as SVP, CFO & Treasurer (Civista; Civista Bank CFO) . |
| Change-in-control agreement | Double-trigger; 1.5x (base salary + average of last 3 years’ cash+equity awards) if terminated within 24 months post-CoC; employment protections for 24 months post-CoC . |
| Non-compete / non-solicit | 12 months post-termination to receive severance; confidentiality and non-solicitation of customers/employees for 12 months . |
| COBRA benefit | CoC agreements allow election of COBRA premiums for 18 months plus additional amount per terms; table for Mr. Whinnem shows no specific COBRA amount as of 12/31/24 . |
| Potential payments (12/31/24 scenario) | Termination without cause under CoC: Retention Bonus $209,135; Severance $139,423; total $348,558 . |
| Death/Disability benefits (12/31/24 scenario) | Death: Split Dollar Insurance $1,150,033 and Group Term Life $200,000; Disability: $1,920,000 (assumes $10,000/month to age 65) . |
| SERP status | Present value $0; 0 credited years (as newly hired NEO) . |
| Clawback | SEC/Nasdaq-compliant clawback policy adopted (restatement-based recoupment; 3-year lookback) . |
Compensation Structure Notes (Committee, peers, say-on-pay)
- Compensation Committee: Independent directors (2024/2025 members include Chair Harry Singer and others) . Use of independent consultant (Blanchard Consulting Group), with base salary aimed at ~50th percentile of peers; total cash/total comp compared to ~75th percentile, using Midwest banks peer set .
- 2024 say-on-pay: Shareholders approved the non-binding advisory resolution (majority support) .
- Incentive plans: 2014 Plan expired April 15, 2024; 2024 Incentive Plan approved April 16, 2024 (450,000-share reserve; permits RS, SARs, units, options, and cash awards; expires April 16, 2034) .
Investment Implications
- Alignment and retention: Whinnem’s 2024 total pay skewed to performance (75.6% of salary incentive, with 15% in RS vesting starting 2026), but as a mid-year hire he had minimal unvested equity at year-end 2024—reducing near-term selling pressure but implying stronger retention hooks will build through 2025–2027 vesting cycles .
- Pay-for-performance linkage: The CFO’s incentive levers tie to balance-sheet growth and profitability (loans, core deposits, efficiency, net income) plus relative TSR/ROAE, with discretionary guardrails to address multi-year TSR averaging—relevant in a volatile rate/deposit environment .
- Change-in-control economics: A market-standard double-trigger (1.5x salary+incentive) with 12-month non-compete reduces disruption risk in M&A; 12/31/24 modeled amounts show ~$349k potential payout for a CoC termination—modest relative to peers and not shareholder-unfriendly (no tax gross-ups disclosed) .
- Governance signals: SEC/Nasdaq-compliant clawback; hedging/derivatives/margin transactions prohibited; one late Form 4 in 2024 is a minor compliance blemish without broader pattern .