Lorina W. Wise
About Lorina W. Wise
Independent director at Civista Bancshares (CIVB); age 65; director since 2022; nominated for a one-year term expiring at the 2026 annual meeting. Current role: Chief Human Resources Officer and Assistant Corporate Secretary at Nationwide Children’s Hospital (2018–present); previously Deputy General Counsel (2015–2018) and Assistant General Counsel (2012–2015). The board cites her 37 years as an attorney and 27 years as a leader/executive at large institutions specializing in labor and employment, bringing business, legal, and human resources expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Children’s Hospital | Chief Human Resources Officer; Assistant Corporate Secretary | 2018–present | Senior HR leadership and governance interface |
| Nationwide Children’s Hospital | Deputy General Counsel | 2015–2018 | Labor/employment and related legal, regulatory, financial, administrative matters |
| Nationwide Children’s Hospital | Assistant General Counsel | 2012–2015 | Legal counsel with labor/employment specialization |
External Roles
- No other public company directorships disclosed for Ms. Wise .
- Compensation Committee interlocks: None. The Compensation Committee (of which Wise is a member) had no interlocks or insider participation in 2024; no executive officers of CIVB served on the board/comp committee of any entity whose executive served on CIVB’s board/comp committee .
Board Governance
- Independence: Independent under NASDAQ rules (all directors independent except CEO Dennis G. Shaffer and executive Charles A. Parcher) .
- Committee memberships (2024): Nominating & Corporate Governance; Compensation, Benefits & Liability. Not on the Audit or Board Risk Committees. Committee chairs are: Nominating (Mary P. Oliver), Audit (Julie A. Mattlin), Compensation (Harry Singer), Board Risk (Darci L. Congrove) .
- 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 (in person or by phone) .
- Board leadership: Board Chair is independent director Dennis E. Murray, Jr.; the board maintains flexible leadership structure and separate Board Risk Committee oversight for ERM created in July 2023 .
Fixed Compensation
- Director pay structure (non-employee directors):
- Bank board meeting fee: $1,750 per meeting.
- Corporation committee meeting fee: $600 per meeting; committee chairs receive $1,600 per meeting.
- Bank annual retainer: $14,000 paid entirely in CIVB common shares (April 17, 2024–April 15, 2025).
- Additional: travel/extra meeting time fees at $50/hour; Board Chair receives $2,500/month cash retainer. Directors who are officers receive no director fees. Deferred compensation plan available, but no directors deferred in 2024 .
- 2024 Director Compensation (Wise):
- Cash fees: $17,938
- Stock awards (unrestricted common shares under the 2024 Incentive Plan): $14,007 (grant date fair value computed at $14.50/share on April 16, 2024)
- Total: $31,945 .
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash (2024) | $17,938 |
| Stock Awards (Grant-date fair value) | $14,007; grant measured at $14.50/share on 4/16/2024 |
| Total | $31,945 |
| Plan Mechanics | Retainer paid in unrestricted common shares under the 2024 Incentive Plan; directors also eligible under plan |
Performance Compensation
- Not applicable to non-employee directors. CIVB’s director equity retainer is an unrestricted common share grant (not options/PSUs) intended to align director interests; no director options or performance-vested equity are disclosed for directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| None disclosed | — | No compensation committee interlocks in 2024; Wise serves on CIVB’s Compensation Committee alongside independent directors; no interlocking relationships reported . |
Expertise & Qualifications
- Human capital and legal expertise: 37 years as an attorney; 27 years as an executive at large institutions with specialization in labor/employment and related regulatory/administrative matters .
- Board contribution: Nominating & Corporate Governance and Compensation committees—areas aligned with her HR/legal background .
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Lorina W. Wise | 2,312 shares | <1% | Ownership table as of Feb 18, 2025; no additional right to acquire shares within 60 days indicated for named persons in the table footnote . |
| Stock ownership guideline | Minimum 5,000 shares within 5 years of joining board | — | Board of Directors Guide expectation; Wise joined in 2022—compliance window through 2027 . |
| Pledging/Hedging | Prohibited by policy; no pledging disclosed for Wise | — | Insider Trading Policy prohibits hedging/margin/short-term trading; pledging note in proxy pertains to another director (Murray), not Wise . |
Governance Assessment
- Board effectiveness and independence: Wise is an independent director serving on governance- and compensation-focused committees; the board reports full compliance with 75%+ attendance thresholds, an independent board chair, and robust ERM oversight via a dedicated Board Risk Committee .
- Alignment and incentives: Director pay includes a meaningful equity retainer paid entirely in unrestricted common shares, supporting alignment with shareholders; Wise’s 2024 mix comprised $17,938 in cash meeting fees and $14,007 in stock awards under the 2024 Incentive Plan .
- Ownership guideline status: The board expects directors to own a minimum of 5,000 shares within five years; Wise reported 2,312 shares as of Feb 18, 2025, indicating progress but below guideline with time remaining to comply (deadline 2027) .
- Conflicts/related-party exposure: No related-party transactions specific to Wise are disclosed; any director/officer loans occur on market terms and are overseen by the Audit Committee; insider trading policy prohibits hedging and certain transactions, reducing alignment risk .
- Compensation committee governance: As a member of the Compensation Committee, Wise participates in a process that uses an independent consultant (Blanchard Consulting Group), peer benchmarking, and a clawback policy updated in 2023, all of which are positive governance signals .
- Shareholder sentiment: Say-on-pay received majority approval at the 2024 annual meeting, suggesting no acute investor dissent around pay practices; 2025 includes a new say-on-pay frequency vote on the ballot .
RED FLAGS
- Stock ownership below the 5,000-share guideline as of Feb 18, 2025, though still within the five-year compliance window for a 2022 appointee .
Monitoring items for investors
- Track Wise’s progress toward the ownership guideline through 2027 and any future changes in committee assignments (e.g., risk/audit exposure) post-2025 annual meeting .
- Continue to monitor related-party disclosures and Section 16 filings for any changes in ownership, hedging/pledging exceptions, or new interlocks; none adverse disclosed for Wise to date .