Nathan E. Weaks
About Nathan E. Weaks
Independent director of Civista Bancshares, Inc. and Civista Bank; age 69; director since 2023; nominated for a term expiring at the 2026 annual meeting. Career finance operator with 33+ years at Automatic Feed Company (CFO 1985–2018; President 2018–present), and prior community banking board experience (Henry County Bank, 2018–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automatic Feed Company | Chief Financial Officer | 1985–2018 | Financial oversight in manufacturing |
| Henry County Bank | Director | 2018–2022 | Community bank governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Automatic Feed Company | President | 2018–present | Manufacturing leadership |
| Automatic Feed Company | Director | Since 2004 | Long-standing board involvement |
| Northwest State Community College | Director | Since 2013 | Non-profit/academic governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NASDAQ rules (exceptions are CEO Dennis G. Shaffer and EVP/Bank President Charles A. Parcher; Mr. Weaks is independent) |
| Committees | Audit Committee (Member) ; Board Risk Committee (Member) |
| Attendance | Board met 14 times in 2024; each director attended ≥75% of Board and committee meetings; all but one director attended the 2024 annual meeting |
| Audit Committee cadence | Audit Committee met 10 times in 2024 |
| Nominating cadence | Nominating & Corporate Governance Committee met 2 times in 2024 |
| Chair roles | None disclosed for Mr. Weaks (committee chairs are Mattlin—Audit; Congrove—Risk; Oliver—Nominating; Singer—Compensation) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $27,888 | $29,613 |
| Stock Awards ($) | $14,008 (retainer shares under 2014 plan; $15.41/sh grant-date FV on 4/18/2023) | $14,007 (retainer shares under 2024 plan; $14.50/sh grant-date FV on 4/16/2024) |
| Total ($) | $41,895 | $43,620 |
| Director Fee Structure (2024) | Amount |
|---|---|
| Bank board meeting fee | $1,750 per meeting |
| Corporation committee meeting fee | $600 per meeting (Chair: $1,600 per meeting) |
| Travel/remote location time | $50/hour (for out-of-county travel; for meetings outside Erie County) |
| Annual bank board retainer | $14,000 paid in common shares of CIVB |
Performance Compensation
| Component | Detail |
|---|---|
| Performance-linked director pay | Not disclosed; director pay comprised of meeting fees and annual equity retainer (unrestricted common shares) |
| Stock options (directors/executives) | Corporation has not granted stock options in >15 years; no timing around MNPI; restrictions apply during blackout windows |
Other Directorships & Interlocks
| Organization | Role | Type | Notes |
|---|---|---|---|
| Automatic Feed Company | President & Director | Private | Manufacturing; no Item 404 related-party transactions disclosed for directors beyond ordinary-course banking |
| Northwest State Community College | Director | Non-profit/Academic | Governance role |
| Henry County Bank | Director | Bank | Prior director role (2018–2022) |
Expertise & Qualifications
- Nearly two decades of CFO experience and manufacturing leadership; adds business, finance, and operational acumen to a community bank board .
- Board’s skills matrix emphasizes cognitive diversity and financial sophistication; Weaks’ background aligns with Board criteria .
Equity Ownership
| Metric | As of Feb 20, 2024 | As of Feb 18, 2025 |
|---|---|---|
| Beneficially owned shares | 7,629 | 8,595 |
| Percent of class | <1% (proxy “*” indicates <1%) | <1% (proxy “*” indicates <1%) |
| Ownership guideline | Directors expected to hold ≥5,000 shares within 5 years of joining Board | Compliance: Meets guideline based on disclosed holdings |
| Pledging | No pledging disclosed for Mr. Weaks in footnotes | (For context: Mr. Murray disclosed margin pledging; not applicable to Weaks) |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Post-transaction holdings |
|---|---|---|---|---|
| Aug 18, 2025 | Open market purchase (P) | 500 | $19.95 | Indirect (IRA): 9,783; Direct: 3,339 (total 13,122) |
Additional media references to subsequent small purchases exist, but SEC Form 4 above is the authoritative filing .
Governance Assessment
- Board effectiveness: Independent director with meaningful committee work (Audit, Risk) and finance-heavy background; audit/risk coverage is strong for a sub-$10B bank (Board created a dedicated Risk Committee in 2023) .
- Independence and attendance: The Board affirmed independence (excluding CEO and EVP/Bank President), and each director met ≥75% attendance in 2024; annual meeting attendance was robust (all but one) .
- Ownership alignment: Holds 8,595 shares as of Feb 18, 2025 and exceeds the ≥5,000 share ownership guideline; no pledging disclosed for Weaks (a common red flag), supporting alignment .
- Director pay structure: Mix of cash meeting fees and annual equity retainer paid in common shares; 2024 cash fees modestly higher vs. 2023 while equity retainer value was effectively flat; no performance-linked director metrics or options, limiting pay-for-performance signals at the board level .
- Conflicts and related-party exposure: Company discloses ordinary-course banking transactions with directors/officers; Audit Committee reviews related-party transactions for potential conflicts; no Item 404 transactions flagged for directors in 2024 beyond ordinary-course banking .
- Compensation governance quality: Executive compensation overseen by an independent Compensation Committee using an independent consultant (Blanchard Consulting Group); annual “Say on Pay” supported by shareholders historically .
Red Flags: None material identified for Mr. Weaks. No hedging/pledging by Weaks disclosed, attendance threshold met, and no related-party transactions beyond ordinary course banking noted .