Michael Mulford
About Michael Mulford
Michael D. Mulford is Senior Vice President of Civista Bancshares, Inc. and Chief Credit Officer of Civista Bank; he joined Civista on November 6, 2023 and assumed the CCO role upon his predecessor’s retirement on December 31, 2023. He is 59 years old as of the 2025 annual meeting, with 33+ years of credit experience across regional banks (Premier Bank, First Federal Bank of the Midwest, Coastal Carolina National Bank, Society Bank, Mid-Am Bank, KeyBank). Corporate performance context during his tenure: 2024 net income was $31,683 thousand; the value of an initial $100 investment in CIVB was $102.04 in 2024 (vs. $86.01 in 2023); “Total Loan Growth (booked and sold)” measured $3,081,895 thousand in 2024. The company’s executive incentive mix is explicitly tied to bank operating metrics (net income, efficiency, loans, core deposits) and relative return measures (TSR, ROAE; updated in 2025 to TSR, ROTCE, EPS), indicating pay alignment with financial outcomes.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Civista Bank | Senior Vice President; succeeded retiring CCO (effective upon 12/31/2023 retirement) | 2023–present | External succession for Chief Credit Officer; brought 33 years of credit leadership to Civista |
| Coastal Carolina National Bank | EVP, Chief Credit Officer | 2022–2023 | Led credit function at growing community bank |
| Premier Bank | EVP, Chief Credit Administration Officer | 2018–2021 | Oversaw credit administration for ~$7B bank formed after merger (per company’s description) |
| Society Bank; Mid-Am Bank; KeyBank | Various credit roles (earlier career) | Not disclosed | Early-career credit, underwriting, and portfolio roles across regional banks |
Fixed Compensation
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Not individually disclosed: Mulford was not a named executive officer (NEO) in the 2025 proxy’s Summary Compensation Table covering 2022–2024; therefore, base salary, target bonus, and perquisite detail for him are not itemized in that filing. The proxy lists NEOs as Dennis G. Shaffer, Richard J. Dutton, Lance A. Morrison, Charles A. Parcher, Ian Whinnem, and Todd A. Michel for 2024.
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Company approach for executives (context): Base salaries were generally targeted near peer 50th percentile; increases averaged ~3% for 2024; incentive emphasis has increased over time. These are program-level disclosures for NEOs and senior officers.
Performance Compensation
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Company incentive framework relevant to senior executives (2024):
- Cash bonus measures (equally weighted 25% each): Net Income; Efficiency Ratio; Total Loans (booked or sold); Average deposits (core, excluding brokered and tax refund deposits). 2024 targets: Net Income $30,607,000; Efficiency Ratio 68.5%; Total Loans $3,138,363,000; Average Core Deposits $2,502,756,000.
- Equity bonus measures (weighting within equity): Relative TSR vs peer group (3-year average) 65% at 50th percentile target; Relative ROAE vs peer (3-year average) 35% at 50th percentile target.
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2024 corporate performance vs targets (drives plan outcomes):
- Total Loans and Average Core Deposits exceeded maximum; Net Income and Efficiency Ratio landed between target and maximum (cash side). For equity measures, TSR fell below threshold while ROAE was between threshold and target; the committee used discretion to award TSR equity between threshold and target to support equity alignment.
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2025 changes (equity component): Metrics revised to ROTCE, EPS, and TSR (still 3-year average for TSR); equity payout split 50% outright grant and 50% performance-based for 2025 awards.
Performance Compensation – 2024 structure and outcomes
| Metric | Weighting | 2024 Target | 2024 Result vs Target | Payout treatment |
|---|---|---|---|---|
| Net Income | 25% of cash | $30,607,000 | Between target and maximum | Paid per formula (cash) |
| Efficiency Ratio | 25% of cash | 68.5% | Between target and maximum | Paid per formula (cash) |
| Total Loans (booked or sold) | 25% of cash | $3,138,363,000 | Exceeded maximum | Paid per formula (cash) |
| Average Core Deposits (ex brokered/tax) | 25% of cash | $2,502,756,000 | Exceeded maximum | Paid per formula (cash) |
| Relative TSR (3-yr avg) | 65% of equity | 50th percentile | Below threshold | Discretion: paid between threshold and target (equity) |
| Relative ROAE (3-yr avg) | 35% of equity | 50th percentile | Between threshold and target | Paid per formula (equity) |
Note: Mulford’s individual payout is not disclosed; table reflects company measures/outcomes used across senior executives in 2024.
Equity Ownership & Alignment
Recent Section 16 filings indicate net insider accumulation rather than selling, plus participation in the company’s 2025 follow-on offering:
| Date | Filing/Type | Shares | Price | Post-transaction holdings / notes |
|---|---|---|---|---|
| 2023-12-29 | Form 3 (initial) | — | — | Initial statement of beneficial ownership filed as he joined Civista |
| 2025-03-11 | Form 4 – stock award | — | — | Stock award reported from the 2024 Incentive Plan; holdings shown as 1,004 shares following the award |
| 2025-07-11 | Form 4 – open-market purchase | 1,000 | $21.25 | Purchased in the underwritten follow-on that closed July 14, 2025; filing also shows other direct holdings lines of 3,000 and 1,004 shares |
Additional alignment policies and constraints:
- Company insider trading policy prohibits directors, officers, and employees from hedging CIVB (e.g., puts/calls), short-term trading, and purchasing securities on margin. This reduces misalignment and pledging/hedging risks.
Vesting cadence (company standard for 2024 grants to NEOs; indicative of program design for restricted stock):
- 2024 grants: one-third vested January 2, 2025; half of the remaining vests January 2, 2026; remainder vests January 4, 2027 (three-year ratable vesting, subject to limited exceptions).
Employment Terms
- Start/role timing: Joined Civista Bank November 6, 2023; assumed Chief Credit Officer duties upon Paul Stark’s retirement on December 31, 2023.
- Clawback: Company has a Dodd-Frank/Nasdaq-compliant Clawback Policy (amended and restated in 2023) for recovery of erroneously awarded incentive compensation upon any required accounting restatement (lookback: three completed fiscal years).
- Change-in-control construct (company policy for NEOs): Double-trigger; if terminated within 24 months post-CIC, lump-sum retention bonus equal to 1.5x (base salary + average of prior three years’ cash bonus + grant-date equity value), plus COBRA and other severance terms; 12-month non-compete to receive post-termination benefits. Mulford-specific CIC terms were not disclosed (he was not an NEO in the proxy).
- Insider trading/hedging: Hedging, short-term trading, and margin purchases prohibited for officers.
Performance & Track Record (Corporate context during tenure)
| Year | Net Income ($000s) | Value of $100 Initial Investment (TSR proxy) | Total Loan Growth (Booked & Sold) ($000s) |
|---|---|---|---|
| 2023 | 42,964 | 86.01 | 2,864,470 |
| 2024 | 31,683 | 102.04 | 3,081,895 |
Notes:
- The company highlighted 2023 as “record net income” in its compensation discussion despite industry-wide deposit cost pressures; 2024 saw strong loan and core deposit outcomes versus targets used in incentives.
Compensation Committee & Benchmarking (Governance context)
- Compensation Committee (independent directors) oversees executive pay; members include Harry Singer (Chair), Mark J. Macioce, Dennis E. Murray Jr., Mary Patricia Oliver, Lorina W. Wise, and Gerald B. Wurm.
- External consultant: Blanchard Consulting Group provided peer benchmarking; peer set includes BankFinancial, CNB Financial, Independent Bank, Mercantile Bank, Middlefield Banc, Peoples Bancorp, among others.
- Say-on-Pay: 2024 advisory vote approved by a majority of votes cast.
Investment Implications
- Alignment signal: Mulford’s open-market purchase of 1,000 shares in the July 2025 follow-on offering, alongside a March 2025 stock award, indicates net accumulation and confidence; the July Form 4 also shows additional direct holdings lines of 3,000 and 1,004 shares. This reduces near-term insider selling overhang and aligns incentives with shareholders.
- Low hedging/pledging risk: Corporate policy bans hedging and margin purchases for officers, curbing misalignment and collateral-pledge risks.
- Retention considerations: Restricted stock in the program generally vests over three years (ratable), creating ongoing retention hooks; 2025 equity design (50% outright, 50% performance-based) keeps equity exposure meaningful. Individual grant sizes for Mulford are not disclosed, but Form 4 confirms a 2025 award.
- Pay-for-performance design: Incentives tied to Net Income, Efficiency, Loans, Core Deposits (cash), and relative TSR/ROAE (equity) in 2024 – shifting to TSR/ROTCE/EPS in 2025 – should reward durable profitability and shareholder returns while discouraging excessive risk-taking (committee discretion, clawback).