Lance A. Morrison
About Lance A. Morrison
Lance A. Morrison is Senior Vice President, Corporate Secretary and General Counsel of Civista Bancshares, Inc. (CIVB) since 2019 and Senior Vice President of Civista Bank since 2018; he previously served as Vice President, General Counsel and Corporate Secretary of Cortland Bancorp/Cortland Bank (2013–2018). He is 58 years old and has 31 years of legal experience, per the company’s executive officer disclosures . Company performance context: for 2024, CIVB’s cumulative TSR value was $102.04 vs $143.68 for its peer index; net income was $31.683 million; and total loans (booked and sold) were $3,081,895 thousand . Morrison’s 2024 incentive payout equaled 42.2% of base salary (15% delivered in restricted stock), with cash/equity determined by company performance against Net Income, Efficiency Ratio, Loans, Deposits (cash metrics) and TSR/ROAE (equity metrics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cortland Bancorp / Cortland Bank | Vice President, General Counsel & Corporate Secretary | 2013–2018 | Executive legal and corporate governance leadership |
| Civista Bank | Senior Vice President | Since 2018 | Senior leadership role at bank subsidiary |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 209,326 | 216,903 | 226,380 |
| All Other Compensation ($) | 21,621 | 23,789 | 23,950 |
- For 2024, NEO base salary increases averaged ~3% across the group, with the committee emphasizing greater weight on incentive pay vs. fixed salary .
Performance Compensation
| Component | Metric | Weighting | 2024 Target | Outcome vs Target | Payout/Vesting Details |
|---|---|---|---|---|---|
| Cash Bonus | Net Income | 25% | $30,607,000 | Between target and maximum | Contributed to Morrison’s total 2024 bonus of 42.2% of base salary |
| Cash Bonus | Efficiency Ratio | 25% | 68.5% | Between target and maximum | Contributed to Morrison’s total 2024 bonus of 42.2% of base salary |
| Cash Bonus | Total Loans (Booked or Sold) | 25% | $3,138,363,000 | Exceeded maximum | Contributed to Morrison’s total 2024 bonus of 42.2% of base salary |
| Cash Bonus | Average Core Deposits (ex brokered/tax-refund) | 25% | $2,502,756,000 | Exceeded maximum | Contributed to Morrison’s total 2024 bonus of 42.2% of base salary |
| Equity Bonus | Relative TSR (3-yr avg) | 65% | 50th percentile vs peers | Below threshold (committee applied discretion to award between threshold and target) | 15% of Morrison’s total bonus paid in restricted shares; remainder cash; restricted shares vest over 3 years beginning Jan 2026 |
| Equity Bonus | ROAE (3-yr avg) | 35% | 50th percentile vs peers | Between threshold and target | Included in restricted share portion above |
Additional structure and limits:
- 2024 maximum bonus caps: total 53% of salary, with max 20% in equity and 33% in cash for Morrison .
- Actual 2024 payout: 42.2% of base salary; 15% of the bonus paid in restricted stock, remainder in cash .
- 2025 changes: equity metrics revised to ROTCE, EPS and TSR; equity payout structure is 50% outright grant and 50% performance-based; cash adds “Reduction of Wholesale Funding” as a 5th measure .
Multi-year compensation mix (Morrison):
| Year | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Total Compensation ($) |
|---|---|---|---|
| 2022 | 30,932 | 69,077 | 353,844 |
| 2023 | 41,886 | 50,391 | 370,493 |
| 2024 | 15,184 | 71,106 | 528,447 |
Equity Ownership & Alignment
Beneficial ownership and vesting pipeline:
- Beneficial ownership as of Feb 18, 2025: 4,876 common shares; less than 1% of shares outstanding .
- Unvested restricted stock at 12/31/2024 and market value:
Grant Year Unvested Shares (#) Market Value ($) 2022 Grant 421 8,858 2023 Grant 1,278 26,889 2024 Grant 979 20,598 Total 2,678 56,345 - 2024 grant details: 979 restricted shares granted on Feb 20, 2024; 1/3 vested Jan 2, 2025; half of remaining vests Jan 2, 2026; final tranche vests Jan 4, 2027 .
- Additional scheduled vesting (aggregate of restricted stock noted in proxy footnote): 965 shares vest on Jan 2, 2026 and 326 shares on Jan 4, 2027 .
- Pledging/hedging: Company policy prohibits hedging and certain derivative/short-term trades (e.g., buying/selling puts or calls, short-term trading, and purchasing securities on margin) .
- Ownership guidelines: The proxy discloses a 5,000-share stock ownership guideline for directors; no executive ownership guideline is disclosed .
Employment Terms
Change-in-control (CIC) agreements and severance economics:
- CIC agreements auto-renew through Dec 31, 2025 unless notice is given; “double trigger” for CIC benefits (benefits only if terminated within 24 months after CIC) .
- Retention bonus upon qualifying CIC termination: 1.5x the sum of (annual base salary) + (average of cash bonuses plus grant-date value of equity awards over the prior 3 calendar years) .
- Additional severance on qualifying termination: COBRA premiums for 18 months plus an amount equal to (prior annual base salary) + (cash value of prior year’s non-salary compensation), subject to a 12-month non-compete and non-solicit .
- Clawback: Policy compliant with SEC/Nasdaq rules; recoupment on accounting restatements covering the 3 prior fiscal years .
- Options: None granted in 15+ years; equity delivered via restricted stock .
Potential payments snapshot for Morrison (as of 12/31/2024):
| Scenario | SERP ($) | Value of Stock ($) | Retention Bonus ($) | Severance ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary Termination | 394,899 | 56,345 | — | — | — | 451,244 |
| Death | — | 56,345 | — | — | — | 1,121,882 (incl. split dollar life and group life) |
| Disability | 394,899 | — | — | — | — | 1,234,899 (incl. LTD) |
| CIC without Termination | — | 56,345 | — | — | — | 56,345 |
| Termination without Cause under CIC | 394,899 | 56,345 | 476,163 | 291,955 | 36,996 | 1,256,358 |
Notes:
- Table reflects company-provided estimates as of 12/31/2024. “Value of Stock” often accelerates on CIC even without termination, while cash benefits require “double trigger” termination; see plan specifics .
- Section 16 compliance: all insiders in compliance for 2024, with one late Form 4 for the CFO; no issues disclosed for Morrison .
Investment Implications
- Pay-for-performance alignment with bank operating levers: 2024 cash metrics hit or exceeded targets (loans/deposits above max; net income/efficiency between target and max), driving a 42.2% of salary bonus for Morrison; equity metrics underweighted by TSR performance (below threshold) but partially offset by committee discretion and ROAE results, signaling emphasis on multi-factor performance and retention .
- Vesting overhang and potential insider supply: Morrison’s remaining restricted stock vests on Jan 2, 2026 (965 shares) and Jan 4, 2027 (326 shares), which can create small, date-driven selling windows, though absolute size is modest relative to float .
- Change‑in‑control protections and retention: Double‑trigger CIC with meaningful cash and SERP benefits (estimated ~$1.26 million total on CIC termination as of 12/31/24) enhances retention but could modestly raise transaction costs in a consolidation scenario .
- Alignment and risk governance: No pledging disclosed for Morrison; hedging and margin purchases are prohibited; a formal clawback policy is in place—supportive of governance quality and alignment with shareholders .
- Peer benchmarking and 2025 metric shifts: Use of the 50th percentile for base pay and higher percentile targets for total comp, plus 2025 equity metrics shifting to EPS/ROTCE/TSR (with 50% outright equity) suggest continued emphasis on profitability and capital efficiency, improving line-of-sight between pay and value creation .
Say‑on‑pay: Shareholders approved executive compensation at the 2024 annual meeting (majority support), indicating general investor acceptance of the program .