Mark Macioce
About Mark Macioce
Independent director of Civista Bancshares, Inc. (CIVB) since 2023; age 47 as of the 2025 meeting date. Currently Vice President and Chief Information Officer at Kichler Lighting (a Masco company) since August 2020; previously Vice President, CIO, IT Americas at Synthomer PLC (formerly OMNOVA Solutions) from July 2017 to April 2020. The Nominating Committee cites his 22+ years in IT leadership as bringing business, technology, and innovation expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kichler Lighting (Masco) | Vice President & CIO | Aug 2020–present | Technology leadership; cybersecurity relevance to bank risk oversight |
| Synthomer PLC (formerly OMNOVA Solutions) | Vice President, CIO, IT Americas | Jul 2017–Apr 2020 | Enterprise IT, digital strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in biography section . |
Board Governance
- Independence: Determined independent under NASDAQ rules; exceptions on the board are CEO (Dennis G. Shaffer) and President of Civista Bank (Charles A. Parcher) .
- 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 .
- Committee assignments and chair roles:
| Committee | Membership | Chair |
|---|---|---|
| Audit Committee | Member (Macioce) | Julie A. Mattlin |
| Compensation, Benefits & Liability Committee | Member (Macioce) | Harry Singer |
| Board Risk Committee | Member (Macioce) | Darci L. Congrove |
| Nominating & Corporate Governance | Not listed as member | Mary Patricia Oliver |
- Risk oversight: Board Risk Committee (est. July 2023) oversees enterprise risk (credit, interest rate/market, liquidity, compliance, operational incl. cyber, legal, reputational, strategic). Audit Committee oversees internal controls and related-party transactions .
Fixed Compensation
- Structure: Directors are paid for service at CIVB’s banking subsidiary, Civista Bank, not for the holding company board. Meeting fees are $1,750 per Bank board meeting; $600 per Corporation committee meeting ($1,600 for committee chair). Additional $50/hour for travel or offsite meetings; Chairperson of the Board receives an extra $2,500/month cash retainer. Bank director annual retainer is $14,000 paid entirely in CIVB common shares (pro-rated for new directors) .
- 2024 actual compensation (director-level):
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $22,425 | Meeting fees and applicable additions |
| Stock Awards (2024) | $14,007 | Unrestricted shares under 2024 Incentive Plan; grant-date fair value $14.50/share on Apr 16, 2024 |
| Total (2024) | $36,432 | Sum of cash and stock |
Performance Compensation
| Metric Category | Performance Linkage | Structure |
|---|---|---|
| Director Equity Retainer | None (time-based; unrestricted) | Annual $14,000 paid in common shares; not performance-conditioned |
No PSUs, options, or performance-conditioned director awards disclosed; director stock is an alignment mechanism rather than pay-for-performance .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | Proxy discloses Compensation Committee members (incl. Macioce) are independent, non-employees; no Item 404 transactions requiring disclosure; no executive interlocks with other entities’ boards/comp committees in 2024 . |
Expertise & Qualifications
- The board highlights Macioce’s 22+ years in IT (IT Director/CIO) as providing business, technology, and innovation expertise—directly relevant to cybersecurity and operational risk oversight in a bank .
- Audit familiarity: Serves on the Audit Committee; the Audit Committee confirms members can read and understand financial statements .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested/Unvested | Pledging |
|---|---|---|---|---|
| Mark Macioce | 1,875 | <1% | All currently owned; no right to acquire within 60 days | None disclosed for Macioce; pledging noted only for another director’s margin accounts |
- Ownership guidelines: Board Guide expects a minimum of 5,000 CIVB shares within five years of joining the board .
- Compliance status: Macioce joined in 2023; current holdings (1,875) are below the 5,000-share guideline; per policy, he has five years from joining to reach compliance (through 2028) .
Governance Assessment
-
Strengths:
- Independent director with multi-committee roles (Audit, Compensation, Risk), indicating high engagement and broad governance exposure .
- CIO background aligns with the bank’s explicit board-level focus on cybersecurity within operational risk; valuable for oversight of information security, vendor management, and business continuity .
- Alignment mechanisms: Annual equity retainer paid in common shares; insider trading policy prohibits hedging and short-term trading, supporting shareholder-friendly practices .
-
Watch items:
- Ownership alignment: Currently below the 5,000-share guideline; track progression toward compliance by 2028 (five-year window from 2023 onboarding) .
- Attendance: While the proxy confirms ≥75% attendance for all directors, it does not disclose exact attendance by director; continue monitoring individual attendance metrics if available in future filings .
-
Conflicts/Related-party:
- Ordinary-course banking relationships are permitted at market terms; the Audit Committee reviews related-party transactions; no Item 404 transactions disclosed for Compensation Committee members (including Macioce) .
- No pledging disclosed for Macioce; board policy prohibits hedging and short-term trading for directors .
Overall signal: Governance profile is solid—independence, risk-savvy committee work, and IT expertise bolster board effectiveness; the main alignment gap is ownership versus the 5,000-share guideline, which has a defined compliance window. Continued monitoring of share accumulation and committee attendance is advisable .