Mary Patricia Oliver
About Mary Patricia Oliver
Mary Patricia Oliver (age 69) has served as an independent director of Civista Bancshares, Inc. since 2017. She is the founder of Oliver Consulting Group, previously a partner at Tucker Ellis LLP (2014–retired December 31, 2018), and formerly Executive Vice President, General Counsel, and Chief Corporate Governance Officer at BB&T Corporation, bringing more than 40 years of legal, financial services, and governance expertise to CIVB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BB&T Corporation | Executive Vice President, General Counsel & Chief Corporate Governance Officer | Not disclosed (former) | Led corporate governance and legal functions; deep bank regulatory experience |
| Tucker Ellis LLP | Partner | 2014–12/31/2018 | Financial services legal practice; retired end of 2018 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oliver Consulting Group | Founder | Current | Advisory practice; underscores governance and legal expertise |
Board Governance
- Committee assignments:
- Chair, Nominating and Corporate Governance Committee; member, Compensation, Benefits and Liability Committee; member, Board Risk Committee. All these committees’ members qualified as “independent directors” under NASDAQ rules in 2024 .
- Board and committee activity:
- Board met 14 times in 2024; each director attended at least 75% of Board and committee meetings on which they served. Audit Committee met 10 times; Compensation 3; Board Risk 4; Nominating 2 in 2024 .
- Risk oversight:
- Board Risk Committee oversees enterprise risk (credit, market/interest rate, liquidity, compliance, operational including cyber, legal, reputational, strategic). Audit oversees internal controls and related-party reviews .
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 2 | All members independent under NASDAQ rules |
| Compensation, Benefits & Liability | Member | 3 | All members independent; non-employee directors (SEC Rule 16b-3) |
| Board Risk | Member | 4 | All members independent under NASDAQ rules |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Structure Details |
|---|---|---|
| 2024 | 25,925 | Bank board meeting fee $1,750 per meeting; Corporation committee meeting fee $600 per meeting ($1,600 for committee chairs); additional $50/hour travel/time for specific circumstances; Chair of Board receives $2,500/month cash retainer (Chair: Murray) |
Performance Compensation
| Year | Stock Awards ($) | Grant Date | Grant-Date Fair Value ($/share) | Retainer Structure |
|---|---|---|---|---|
| 2024 | 14,007 | April 16, 2024 | 14.50 | Bank director annual retainer paid entirely in common shares totaling $14,000 for service from Apr 17, 2024 to Apr 15, 2025 (pro-rated for new directors). Awards under the 2024 Incentive Plan . |
No director-specific performance metrics (e.g., TSR or profitability gates) are disclosed for director equity; the program emphasizes alignment via stock retainer rather than metric-conditioned awards .
Other Directorships & Interlocks
| Category | Item | Status |
|---|---|---|
| Current public company directorships | Other boards | Not disclosed in proxy |
| Compensation Committee interlocks | Cross-committee/board interlocks | None; no insider participation; all members independent; no Item 404 transactions among committee members in 2024 |
| Related-party transactions | Banking relationships | Ordinary-course banking at market terms; Audit Committee oversees related-party transactions and conflicts; anti-hedging policy in place |
Expertise & Qualifications
- The Nominating Committee and Board highlight Oliver’s more than 40 years of legal practice in financial services, including senior governance leadership at BB&T and partner role at Tucker Ellis. She provides legal, financial, and governance expertise to CIVB’s Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Mary Patricia Oliver | 6,285 | * (<1%) | No restricted shares or options disclosed; no pledge footnote for Oliver; percent computed on 15,479,485 shares outstanding (CIVB) . |
- Anti-hedging: directors, officers, employees are prohibited from hedging, margin purchases, and trading puts/calls; mitigates misalignment risk .
- Pledging: Proxy footnotes disclose pledging for another director (Murray) but not for Oliver; no pledging of Oliver’s shares disclosed .
Governance Assessment
- Board effectiveness: Oliver chairs the Nominating & Corporate Governance Committee—central to board refresh, director evaluations, and governance policy—supporting strong board processes and independence. She also serves on Compensation and Board Risk, reinforcing oversight of pay and enterprise risk .
- Independence and engagement: Classified as independent via committee membership; attended at least 75% of meetings in 2024 alongside the Board standard. Committee workloads (Audit 10, Compensation 3, Board Risk 4, Nominating 2 meetings) suggest active oversight cadence appropriate for a sub-$10B bank adding dedicated risk focus in 2023 .
- Compensation/ownership alignment: Modest cash fees complemented by annual stock retainer paid entirely in common shares ($14,000), with grant fair value $14.50/share—clear alignment mechanism without discretionary or metric-based director equity; Oliver’s total 2024 director pay $39,932 (cash $25,925, stock $14,007) and beneficial ownership of 6,285 shares supports skin-in-the-game, albeit <1% of class typical for directors at this scale .
- Conflicts and related-party exposure: No compensation committee interlocks or Item 404-related transactions among compensation committee members; related-party transactions limited to ordinary-course banking overseen by Audit; anti-hedging policy in place .
RED FLAGS
- None disclosed for Oliver regarding related-party transactions, interlocks, hedging or pledging; attendance meets the Board’s ≥75% threshold; compensation structure appears standard for community banks with equity retainer alignment .