Julie A. Mattlin

About Julie A. Mattlin

Julie A. Mattlin, age 60, is an independent director of Civista Bancshares, Inc. (CIVB) and Civista Bank, serving on the Board since 2018. She is Principal of DKMG Consulting, LLC (2014–present), has 30+ years of financial consulting experience to airports (including multi‑billion‑dollar bond financings), and is designated by the Board as an “audit committee financial expert.” She has served on the Audit Committee since 2019 and previously chaired the Audit Committee at United Community Bancorp prior to its acquisition by CIVB in 2018 .

Past Roles

External Roles

• No current public company directorships disclosed beyond CIVB and Civista Bank; prior public company directorship at United Community Bancorp (2015–2018) .

Board Governance

Additional governance signals:

• The Board determined all non-management directors are independent; exceptions limited to the CEO and the President of the Bank (not Ms. Mattlin) .
• 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 .

Fixed Compensation

Compensation framework for non‑employee directors (context):

• Bank Board meeting fee: $1,750 per meeting
• Corporation committee meeting fee: $600 per meeting; committee Chair: $1,600 per meeting
• Annual Bank Board retainer paid entirely in CIVB common shares: $14,000 for service from Apr 17, 2024 to Apr 15, 2025 (pro‑rated for new directors)
• 2024 annual director equity retainer awarded April 16, 2024 at $14.50 per share (unrestricted shares) .

Performance Compensation

• No options, PSUs, or performance metric‑based director pay disclosed for 2024 .

Other Directorships & Interlocks

• Compensation Committee interlocks: Company disclosed no interlocks in 2024; Ms. Mattlin is not a member of the Compensation Committee .

Expertise & Qualifications

• Audit committee financial expert (Item 407(d)(5) of Reg S‑K), designated by the Board .
• 30+ years financial consulting to airports; experience with multi‑billion‑dollar bond issuances; deep accounting expertise in estimates, accruals, reserves .
• Re‑nominated based on finance and business expertise; 33 years cited providing financial consulting services .

Equity Ownership

Ownership alignment:

• Board guideline: minimum 5,000 CIVB shares within 5 years of joining the Board (Board of Directors Guide). Ms. Mattlin’s 12,442 shares exceed this guideline .

Governance Assessment

• Strengths

  • Independent director; Audit Committee Chair and designated financial expert—supports robust oversight of financial reporting, ICFR, and auditor independence .
  • Active committee workload (Audit Chair; Risk member) with defined charters and meeting cadence (Audit 10; Risk 4) .
  • Documented attendance threshold (≥75% for all directors in 2024) and strong Board engagement (14 Board meetings; high annual meeting attendance) .
  • Ownership alignment exceeds Board guideline; annual equity retainer paid in unrestricted shares supports skin‑in‑the‑game .
  • Audit oversight during auditor transition in 2024; Audit Committee report signed by Chair (Mattlin) after discussing independence and PCAOB communications with Plante Moran .

• Potential risks/considerations

  • Director pays are primarily meeting/retainer‑based (cash + unrestricted equity); lack of performance‑conditioned equity for directors is common but offers limited direct pay‑for‑performance tie .
  • Ordinary‑course loans to directors are permitted at market terms; Audit Committee oversees related‑party transactions—no specific related‑party transactions disclosed for Ms. Mattlin, and all outstanding loans to directors/officers are performing .

• Policies reducing risk

  • Insider Trading Policy prohibits hedging, margin purchases, and trading in puts/calls; trading allowed only in open windows with pre‑clearance—supportive of alignment and risk mitigation .

• Shareholder sentiment signal (context)

  • 2024 Say‑on‑Pay support passed (For: 9.64M; Against: 0.50M; Abstain: 0.29M) indicating broader support for compensation governance; director elections, including Ms. Mattlin, received strong “For” votes .

Appendix: Key Quantitative Disclosures

RED FLAGS: None identified specific to Ms. Mattlin. No disclosed related‑party transactions involving her; no pledging disclosed; hedging/margin/derivatives prohibited by policy; attendance threshold met; robust audit oversight during change in independent auditor .