At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board of Director's adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently approved by the shareholders of the Company at the Annual Meeting of Shareholders held on April 16, 2024. The 2024 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common shares of the Company. There were 438,087 shares available for grants under this plan at December 31, 2024.

No options were granted under the 2014 Incentive Plan or the 2024 Incentive Plan during the years ended December 31, 2024 and 2023.

Annually, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year or five-year period following the grant date. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares under the Company’s incentive plans. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

During the twelve months ended December 31, 2024, 2023 and 2022, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. An aggregate of 10,626, 11,817 and 8,098 common shares were issued to Civista directors in 2024, 2023 and 2022, respectively, as payment of their retainer for their service on the Civista Board of Directors. The issuances were expensed in their entirety when the shares were issued in the amounts of $154, $189 and $196, respectively.

The Company includes share-based compensation for employees as “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the status of the Company’s restricted shares, and changes therein during the twelve months ended December 31, 2024:


	December 31, 2024
	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		85,670		$	21.88
Granted		42,239			15.51
Vested		(36,060	)		21.47
Forfeited		(1,518	)		21.41
Nonvested at end of period		90,331			19.14

The following is a summary of the status of the Company’s awarded restricted shares as of December 31, 2024:


At December 31, 2024
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 14, 2020		2,027	$	—		0.00
March 3, 2021		4,944		47		1.00
March 3, 2022		6,799		112		2.00
March 3, 2022		4,847		—		0.00
March 14, 2023		13,062		218		3.00
March 14, 2023		17,431		188		1.00
March 12, 2024		26,238		327		4.00
March 12, 2024		13,696		140		2.00
August 9, 2024		1,287		20		3.00
		90,331	$	1,052		2.34

During the twelve months ended December 31, 2024, 2023 and 2022, the Company recorded share-based compensation expense of $718, $801 and $630, respectively, for restricted shares granted under the Company's incentive plans. At December 31, 2024, the total compensation cost related to unvested awards not yet recognized was $1,052, which is expected to be recognized over the weighted average remaining life of the grants of 2.34 years.