Russel J. Edwards, Jr.
About Russel J. Edwards, Jr.
Senior Vice President of Civista Bancshares, Inc. since 2022 and Senior Vice President, Retail Banking of Civista Bank since 2019; age 59 as of the 2025 meeting date . Prior roles include Vice President, Business Banking at S&T Bank (2018–2019) and Citizens Bank (2017–2018, plus a 2018 VP stint) . Company performance context during his tenure includes Net Income of $31.683 million in 2024 and multi-year Total Shareholder Return values shown in “Pay Versus Performance,” with CIVB TSR at 102.04 in 2024 (vs. peer group 143.68) after a trough in 2023 (86.01) . Equity incentives at CIVB are tied to TSR, ROAE, EPS (added for 2025) and operational measures (net income, efficiency ratio, loans, deposits), with restricted stock vesting over three years, aligning management with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Civista Bancshares, Inc. | Senior Vice President | 2022–present | Executive leadership of the holding company; detailed impact not disclosed |
| Civista Bank | Senior Vice President, Retail Banking | 2019–present | Leads retail banking; detailed impact not disclosed |
| S&T Bank | Vice President, Business Banking | 2018–2019 | Business banking leadership; detailed impact not disclosed |
| Citizens Bank | Vice President, Business Banking | 2018 | Business banking leadership; detailed impact not disclosed |
| Citizens Bank | Business Banking Officer | 2017–2018 | Business banking execution; detailed impact not disclosed |
External Roles
No external public company directorships or board roles are disclosed in the proxy for Edwards .
Fixed Compensation
- Individual base salary, target bonus, and actual bonus for Edwards are not disclosed; he is not a Named Executive Officer (NEO) in the Summary Compensation Table .
- Program context: for NEOs, base salaries target ~50th percentile vs peers (Blanchard Consulting peer set) and 2024 increases averaged ~3% as emphasis shifted to incentive pay .
Performance Compensation
CIVB’s incentive structure for senior management ties cash bonuses to operational metrics and equity bonuses to relative capital returns. The metrics and 2024 results are below; while the proxy enumerates NEO payouts, it indicates “other officers” participated under these guidelines, but it does not enumerate Edwards’s specific payout.
| Metric | Weighting | 2024 Target | 2024 Actual/Status | Payout treatment | Vesting |
|---|---|---|---|---|---|
| Net income | 25% (cash) | $30,607,000 | Between target and maximum | Reflected in NEO cash payouts; committee applied formulas | n/a (cash) |
| Efficiency ratio | 25% (cash) | 68.5% | Between target and maximum | Reflected in NEO cash payouts; committee applied formulas | n/a (cash) |
| Total loans (booked or sold) | 25% (cash) | $3,138,363,000 | Exceeded maximum | Paid at max for this factor in cash component | n/a (cash) |
| Average core deposits (ex-brokered; ex-tax refund) | 25% (cash) | $2,502,756,000 | Exceeded maximum | Paid at max for this factor in cash component | n/a (cash) |
| Relative TSR (3-yr avg vs peer group) | 65% (equity) | 50th percentile | Below threshold | Committee used discretion; awarded equity between threshold and target | Restricted stock vests 1/3 on Jan 2, 2025; half of remainder Jan 2, 2026; balance Jan 4, 2027 for 2024 awards |
| Relative ROAE (3-yr avg vs peer group) | 35% (equity) | 50th percentile | Between threshold and target | Paid per calculation (no discretion) | Same three-year vesting cadence for 2024 awards |
2025 updates: Equity metrics revised to ROTCE, EPS, and TSR, with 50% of equity payout granted outright and 50% subject to performance; cash metrics add “Reduction of Wholesale Funding” (brokered deposits and borrowings) .
Equity Ownership & Alignment
- Beneficial ownership table covers directors and NEOs; Edwards is not listed, and no individual share count is disclosed for him as of Feb 18, 2025 .
- Insider Trading Policy prohibits hedging (e.g., puts/calls) and margin transactions, and restricts trading to open windows with pre-clearance; this reduces speculative selling pressure and misalignment risk for officers, including Edwards .
- Equity incentive design uses multi-year vesting of restricted stock, fostering retention and alignment with shareholders .
Employment Terms
- Change-in-control (CIC) agreements are in place for various executive officers, including each NEO; the proxy does not explicitly list Edwards’s agreement, but provides standard terms: double-trigger eligibility (CIC plus termination within 24 months), employment for 24 months post-CIC on not-less-favorable terms, and lump-sum retention/severance economics .
- CIC economics include a retention bonus equal to 1.5x the sum of annual salary plus the average of cash bonus values and grant-date equity values over the prior three years; COBRA coverage up to 18 months; and non-compete and non-solicit obligations for 12 months, plus confidentiality obligations .
- Clawback policy complies with SEC/Nasdaq rules (Section 10D/Rule 10D-1/Nasdaq 5608) and allows recoupment of erroneously awarded incentive compensation over the three prior completed fiscal years upon restatement .
Investment Implications
- Alignment and retention: Three-year vesting of equity awards and double-trigger CIC protections provide retention incentives and discourage short-term risk-taking; hedging/margin prohibitions lower misalignment risk .
- Performance linkage: Incentive metrics span profitability (net income, efficiency), balance sheet growth/mix (loans, deposits, wholesale funding reduction), and capital return (TSR, ROAE; evolving to ROTCE/EPS), supporting pay-for-performance constructs; committee discretion was used when TSR screens lagged despite operational performance, a modest governance watchpoint .
- Ownership visibility: Lack of disclosed beneficial ownership for Edwards limits precision in “skin-in-the-game” assessment; however, program-wide equity grants and vesting suggest baseline alignment even for non-NEOs .
- Execution risk: As SVP Retail Banking since 2019, Edwards’s remit is core to deposit and consumer banking strategy; 2024 company results achieved maxima on loans and core deposits measures, while TSR underperformed peers, indicating operational execution amid market-relative return challenges .