Robert L. Curry, Jr.

About Robert L. Curry, Jr.

Robert L. Curry, Jr. is Senior Vice President of Civista Bancshares, Inc. and Senior Vice President of Civista Bank, roles he has held since 2022; he also serves as a Director of CIVB Risk Management, Inc. (a subsidiary) . He is 56 years old (as of the 2025 annual meeting). Prior to Civista, Curry served as Executive Vice President, Compliance Officer at KeyBank from 2015 to 2021, bringing deep compliance and risk credentials to the current role . Company-wide performance metrics informing incentive pay include multi-factor cash measures (net income, efficiency ratio, loan production, core deposits) and equity measures (TSR/ROAE in 2023, revised to ROTCE/EPS/TSR in 2025), with 2023 outcomes showing TSR below threshold and ROAE above maximum, and the Compensation Committee using discretion to pay 88% of target cash bonuses for NEOs based on operating resilience that year .

Past Roles

External Roles

No public company board roles or external directorships disclosed for Curry in the 2025 proxy’s executive officer biographies .

Fixed Compensation

• Base salary levels for executive officers are set with reference to peer data, targeting approximately the 50th percentile for base pay and modest annual increases (NEO increases averaged ~3% for 2024), with a strategic emphasis on shifting mix toward performance-based incentives; Curry’s individual salary is not separately disclosed (he is not listed as a Named Executive Officer) .

Performance Compensation

• Annual incentive design (corporate-wide for senior executives):
  • Cash bonus measures (2024): Net income, efficiency ratio, total loans (booked or sold), and year-end core deposits excluding brokered and tax-refund deposits .
  • Equity bonus measures: In 2023, TSR and ROAE (TSR below threshold; ROAE above maximum); for 2025, metrics revised to ROTCE, EPS, and TSR .
  • Committee retains discretion; in February 2024 it paid cash bonuses for 2023 at 88% of target based on operating performance despite macro deposit pressures; equity “partial bonus” paid via restricted stock aligned to performance outcomes (applies to NEOs) .

Vesting schedule reference (NEO grants in 2024; illustrates plan cadence that may apply to senior exec awards):

Note: Curry’s individual incentive targets, payouts, and grant amounts are not disclosed; data above reflects program structure and disclosed NEO grant timing .

Equity Ownership & Alignment

• Beneficial ownership: The proxy lists individual director and NEO holdings and aggregate holdings for “all current executive officers and Directors as a group (22 persons)” at 402,843 shares (2.60% of class) based on 15,479,485 shares outstanding as of Feb 18, 2025. Curry is not individually enumerated in the table (not a director or NEO), so his individual ownership is not disclosed .
• Hedging/pledging: Insider Trading Policy prohibits hedging (e.g., buying or selling puts/calls) and prohibits purchase of company securities on margin; trading requires pre-clearance and open-window compliance, reducing misalignment and forced-selling risk for executives .
• Options: The company has not granted stock options in more than 15 years, materially reducing option-related selling pressure and repricing risk; equity compensation currently uses restricted stock that vests over multiple years .
• Director ownership guideline: Directors are expected to own a minimum of 5,000 shares within 5 years of joining the Board; no separate executive officer stock ownership guideline is disclosed in the proxy .

Employment Terms

• Change-in-control (CIC) agreements (corporate practice): The company maintains CIC agreements for various executive officers, including NEOs, with “double triggers” — benefits are payable only if employment is terminated within 24 months after a CIC. Agreements include an initial term through Dec 31, 2025 with automatic one-year renewals unless notice of non-renewal is given by Jan 1 of the expiring term .
• CIC economics: Upon qualifying termination post-CIC, a lump-sum retention bonus equals 1.5x the sum of (i) annual salary plus (ii) the average of cash bonuses paid and grant-date fair value of equity awards granted over the three calendar years preceding the CIC; COBRA premiums may be provided for 18 months; a 24-month employment period with no reduction from pre-CIC compensation/benefits applies if continued employment occurs .
• Restrictive covenants: To receive termination benefits, executives agree to a 12-month non-compete and 12-month non-solicit; confidentiality obligations apply .
• Clawback: A Dodd-Frank-compliant Clawback Policy (amended and restated in 2023) authorizes recovery of erroneously awarded incentive-based compensation upon accounting restatement, covering the three completed fiscal years preceding the restatement (plus short transition periods) .
• Grant practices: No timing of awards around MNPI; no options granted in 2024; options not granted in >15 years .

Note: The proxy expressly confirms these CIC agreements for NEOs and “various executive officers,” but does not explicitly name Curry as a party. Treat applicability to Curry as not disclosed unless a separate 8‑K or agreement is filed .

Related Party, Risk Indicators, and Governance

• Related party transactions: Ordinary-course banking relationships with directors/officers and their related persons on market terms; all such loans are performing; Audit Committee oversees conflicts .
• Hedging/short-term trading prohibited; pre-clearance in effect for insiders .
• Say-on-Pay: The company states say-on-pay has been approved by a majority of votes each year since 2009, indicating generally supportive shareholder sentiment toward compensation design .
• Board governance: Director independence determinations and board refresh initiatives are disclosed; director stock ownership minimums as above .

Investment Implications

• Alignment and retention: Multi-year restricted stock vesting and prohibition on hedging/margin align management with shareholders and reduce forced-selling risk; however, Curry’s individual grant cadence and ownership size are not disclosed, limiting precision on his personal alignment and selling pressure .
• Change-in-control protection: Double-trigger CIC terms (1.5x salary + average prior cash bonus and equity grant value, 24-month employment period, 18-month COBRA, 12-month non-compete) are moderate for a regional bank and should support continuity through strategic events; specific applicability to Curry is not confirmed in filings .
• Pay-for-performance: Incentive metrics evolved to emphasize ROTCE, EPS, and TSR for 2025, sharpening linkage to shareholder returns; 2023 Committee discretion to pay 88% of target cash bonus for NEOs amid sector stress signals a willingness to balance formulaic outcomes with qualitative performance — a potential flag for variability in realized pay vs. preset targets in volatile conditions .
• Governance controls: Robust clawback, insider trading controls, and no option grants for 15+ years reduce red-flag risk around pay practices and trading signals .

Overall, Curry appears embedded in a compensation framework emphasizing corporate results and long-term equity, but the lack of individual disclosure on his salary, incentive targets, and holdings means direct assessment of his personal wealth-at-risk and potential selling overhang isn’t possible from the proxy alone. Additional confirmation (e.g., Form 4 filings or any separate CIC agreement) would be needed to quantify retention risk and trading signals specific to Curry .