Sector: Financials
CIVISTA BANCSHARES INC · Meeting: May 19, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eleven (11) Directors to Serve One-Year Terms Expiring in 2027
Director since 2023 (within 24-month exemption window has passed but tenure is short); no TSR trigger fires as CIVB's 3-year return of +56.3% trails the peer group median by only +2.5pp, well below the 50pp threshold required; strong CPA and financial expertise appropriate for Audit and Risk committee roles; no overboarding or attendance concerns.
Director since 2023; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; brings relevant technology and IT leadership expertise; no attendance, overboarding, or independence concerns.
Director since 2018; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; designated audit committee financial expert with 30+ years of financial consulting experience; no attendance, overboarding, or independence concerns.
Director since 2017; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; brings extensive legal and governance expertise as former BB&T General Counsel; serves as Lead Independent Director; no attendance, overboarding, or independence concerns.
Director since 2025 (joined within the past 24 months and is exempt from the TSR trigger); non-independent as Executive Vice President but does not serve on audit or compensation committee; brings 37+ years of banking experience and has been designated as CEO successor.
Director since 2023; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; brings business management and public service experience; no attendance, overboarding, or independence concerns.
CEO and director since 2017; no TSR trigger fires as CIVB's 3-year return of +56.3% trails the peer group median by only +2.5pp, well below the 50pp threshold required for a strong-positive-TSR company; non-independent as CEO but does not serve on any standing committees; separate Say on Pay analysis governs compensation.
Director since 2019; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; brings commercial real estate and business ownership experience as Compensation Committee Chair; no attendance, overboarding, or independence concerns.
Director since 2023; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; brings CFO and community banking director experience relevant to the Audit Committee; no attendance, overboarding, or independence concerns.
Director since 2022; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; brings HR, legal, and employment expertise appropriate for Compensation and Nominating committee roles; no attendance, overboarding, or independence concerns.
Director since 2023; no TSR trigger fires as the 3-year peer gap is only +2.5pp against a 50pp threshold; brings manufacturing business leadership experience; no attendance, overboarding, or independence concerns.
All 11 director nominees receive a FOR vote. CIVB's 3-year total shareholder return of +56.3% trails the disclosed compensation peer group median by only +2.5 percentage points, far below the 50-percentage-point threshold required to trigger an against vote for a company with strong positive absolute returns. The QABA community bank ETF comparison also shows only a -1.6pp gap against a 65pp trigger threshold. All directors meet attendance, independence, and qualification standards under the policy. Charles Parcher joined in 2025 and is within the 24-month new-director exemption period.
CEO
Dennis G. Shaffer
Total Comp
$2,894,036
Prior Support
N/A
CEO Dennis Shaffer received total compensation of approximately $2.9 million in 2025, which is reasonable for the CEO of a community bank with roughly $495 million in market cap; the large year-over-year increase is driven primarily by a non-cash increase in the value of his retirement benefit (SERP), not by excessive base salary or discretionary cash awards. Pay mix is appropriate: base salary of $574,000 represents only about 20% of total reported compensation, with the remainder in variable elements tied to measurable performance metrics including net income, efficiency ratio, deposits, loan growth, wholesale funding dependence, EPS, return on tangible common equity, and relative total shareholder return versus peers. The company has a meaningful clawback policy, the compensation committee exercised discipline (TSR fell below threshold so no TSR-based equity award was paid), and prior shareholder advisory votes showed support, so no adverse prior-year vote response is required.
Auditor
Plante & Moran, PLLC
Tenure
1 yrs
Audit Fees
$941,500
Non-Audit Fees
$52,600
Plante Moran was appointed as auditor beginning August 1, 2024, giving it approximately one year of tenure — well below the 25-year threshold that would raise independence concerns. For fiscal year 2025, non-audit fees (audit-related fees of $44,000 plus tax fees of $8,600, totaling $52,600) represent only about 5.6% of audit fees of $941,500, far below the 50% threshold that would trigger a concern. The firm is a large national accounting firm appropriate for a community bank of CIVB's size, and the Audit Committee pre-approved all services.
The 2026 Civista Bancshares annual meeting presents three standard proposals: election of 11 directors, ratification of the newly appointed auditor Plante Moran, and an advisory vote on executive compensation. All proposals receive a FOR vote — the director slate passes TSR screening comfortably, the new auditor has minimal tenure and low non-audit fees, and the executive compensation program is reasonably structured with meaningful performance conditions and appropriate pay mix.
16 companies disclosed in 2026 proxy filing
