Richard J. Dutton
About Richard J. Dutton
Senior Vice President of Civista Bancshares, Inc. since 2006 and Executive Vice President, Chief Operating Officer of Civista Bank since 2013; age 62 as of the 2025 annual meeting. He led Civista’s expansion into tax refund program financial services and received discretionary bonuses for that initiative in 2022–2023; the program was discontinued effective January 1, 2024 . Company performance used in pay-for-performance includes 2024 net income of $31.683 million, a 2024 TSR value of $102.04 on a $100 base, and total loan growth of $3,081,895 thousand; Civista benchmarks equity incentives to relative TSR and ROAE versus a Midwest peer group . Education is not disclosed in the proxy; background presented focuses on positions and operating experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Civista Bancshares, Inc. | Senior Vice President | 2006–present | Corporate executive leadership supporting bank operations |
| Civista Bank | Executive Vice President, Chief Operating Officer | 2013–present | Operational execution, enterprise process oversight |
| Civista Bank | Senior Vice President | 2006–2012 | Senior operating management |
| CIVB Risk Management, Inc. (subsidiary) | Director | 2017–present | Risk management oversight at insurance subsidiary |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy lists internal executive roles; no external directorships disclosed |
Fixed Compensation
Multi-year reported compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $278,789 | $294,797 | $306,577 |
| Discretionary Bonus (Tax Refund Program) | $40,500 | $40,500 | $0 |
| Stock Awards (Grant-Date Fair Value) | $54,535 | $83,642 | $30,958 |
| Non-Equity Incentive Plan Compensation (Cash) | $111,515 | $83,015 | $116,722 |
| Change in SERP Present Value | $35,899 | $61,776 | $603,783 |
| All Other Compensation | $14,570 | $32,339 | $29,185 |
| Total Compensation | $535,808 | $596,069 | $1,087,225 |
Bonus cap structure for 2024 (as % of base salary):
| Executive | Total Max | Max Equity | Max Cash |
|---|---|---|---|
| Richard J. Dutton | 70% | 30% | 40% |
Performance Compensation
2024 incentive design and outcomes:
| Metric | Weighting | Target | Actual Assessment | Payout Treatment | Vesting Terms |
|---|---|---|---|---|---|
| Cash: Net Income | 25% | $30,607,000 | Between target and maximum; actual net income $31,683,000 | Included toward cash payout | N/A (cash) |
| Cash: Efficiency Ratio | 25% | 68.5% | Between target and maximum | Included toward cash payout | N/A (cash) |
| Cash: Total Loans (Booked/Sold) | 25% | $3,138,363,000 | Exceeded maximum | Included toward cash payout | N/A (cash) |
| Cash: Core Deposits (excl. brokered/tax refund) | 25% | $2,502,756,000 | Exceeded maximum | Included toward cash payout | N/A (cash) |
| Equity: Relative TSR (3-yr avg) | 65% | 50th percentile | Below threshold | Committee discretion paid between threshold and target | Restricted stock vests 3 years (1/3 each year starting Jan 2026) |
| Equity: Relative ROAE (3-yr avg) | 35% | 50th percentile | Between threshold and target | Paid per formula between threshold and target | Restricted stock vests 3 years (1/3 each year starting Jan 2026) |
Individual payout summary (% of base salary):
| Year | Total Payout % of Salary | Equity Portion of Payout |
|---|---|---|
| 2023 | 28.2% cash + 10.5% equity | Equity grants vest over 3 years beginning Jan 2025 |
| 2024 | 54.2% total for Dutton | 17.9% of payout paid in restricted shares; remainder cash |
Plan governance:
- Hedging/margin and short-term trading prohibited; pre-clearance and trading windows enforced .
- Clawback policy adopted (2018; amended 2023) aligned to SEC/Nasdaq rules; recoups excess incentive comp for restatements across prior 3 years .
Equity Ownership & Alignment
Beneficial ownership and breakdown:
| Holder | Total Shares | Notes |
|---|---|---|
| Richard J. Dutton | 29,344 | 21,381 held directly incl. 2,606 restricted (1,941 vest Jan 2, 2026; 665 vest Jan 4, 2027); 7,109 held in IRA |
Unvested restricted stock at 12/31/2024:
| Grant Date | Unvested Shares | Vesting Details | Market Value at 12/31/2024 |
|---|---|---|---|
| Feb 16, 2022 | 742 | Fully vested Jan 2, 2025 | $15,612 |
| Feb 16, 2023 | 2,552 | Half vested Jan 2, 2025; remaining vest Jan 2, 2026 | $53,694 |
| Feb 20, 2024 | 1,996 | 1/3 vested Jan 2, 2025; remaining vest Jan 2, 2026 and Jan 4, 2027 | $41,996 |
Additional alignment considerations:
- Ownership <1% of shares outstanding (indicated by “*”) .
- No stock options outstanding; company has not granted options in more than 15 years .
- No pledging disclosed for Dutton; hedging and margin purchases prohibited by policy . Example pledge disclosure applies to another director, not Dutton .
Potential near-term selling pressure catalysts:
- Scheduled vesting dates: Jan 2, 2026 (remaining 2023 grant and portion of 2024 grant) and Jan 4, 2027 (final 2024 tranche); subject to trading windows and pre-clearance .
Employment Terms
Change-in-control and severance economics:
| Provision | Terms |
|---|---|
| Agreement term | Initial term through Dec 31, 2025; auto-renews yearly unless non-renewal notice by Jan 1 of expiring term |
| Trigger | Double-trigger: benefits only if terminated within 24 months post-change-in-control |
| Retention bonus | 1.5x the sum of annual salary plus average cash bonus and grant-date value of equity awards over prior 3 years |
| Employment period post-CIC | 24 months; compensation and benefits not materially less favorable than pre-CIC |
| Severance on termination under CIC | Lump-sum equal to prior year base plus cash value of non-salary comp, plus 18 months COBRA premiums; non-compete and non-solicit for 12 months |
| Confidentiality/non-solicit | Confidentiality of non-public info; non-solicit customers and employees for 12 months |
Illustrative potential payments at 12/31/2024:
| Scenario | Key Amounts (USD) |
|---|---|
| Termination without cause under CIC | Retention bonus $732,835; Severance $420,550; COBRA $57,408; Value of stock $111,302; SERP present value $1,120,842 (payable over 10 years at $112,084 annually); Total $2,442,937 |
| Death | Split-dollar life insurance $1,276,205; Group term life $200,000; Value of stock $111,302; Total $1,587,507 |
| Disability | Long-term disability $480,000; SERP $1,120,842; Total $1,600,842 |
Retirement benefits:
- SERP present value: $1,120,842; 10-year payout upon separation; early/late retirement rules updated effective Jan 1, 2024 .
Compensation Peer Group and Benchmarking
- Peer group used for 2024 decisions included 16 Midwest banks (e.g., BankFinancial, Citizens Financial Services, CNB Financial, Independent Bank, Mercantile Bank, Peoples Bancorp) selected within $1.5–$7.2B assets; analysis supplemented by CompAnalyst market data .
- Target positioning: base salaries targeted to 50th percentile; total cash and total compensation compared to the 75th percentile .
- Annual bonus performance measures selected early each year; committee retains discretion and adjusted 2025 equity mix to 50% outright grant / 50% performance-based in ROTCE, EPS, TSR .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay received majority approval; committee viewed results as supportive of compensation philosophy and policies .
Investment Implications
- Pay-for-performance alignment: Dutton’s 2024 payout at 54.2% of salary reflects strong cash performance (loans and deposits above maximum) with equity moderated due to relative TSR below threshold; equity portion vests over three years, supporting retention and long-term alignment .
- Retention and change-in-control: Double-trigger CIC with 1.5x salary+bonus+equity average retention bonus and meaningful severance suggests retention protection but limits excess; 12-month non-compete/non-solicit lowers transition risk and overhang .
- Ownership and selling pressure: Unvested tranches scheduled in 2026 and 2027 could create episodic supply, but strict insider trading policies and windows mitigate opportunistic sales; no pledging disclosed for Dutton reduces alignment risk .
- Governance controls: Clawback policy compliant with SEC/Nasdaq and hedging prohibitions are positives; committee exercised discretion on equity in 2024 TSR, which bears monitoring for consistency in future cycles .