At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. There were 117,662 shares available for grants under this plan at December 31, 2022.

No options had been granted under the 2014 Incentive Plan as of December 31, 2022 and 2021.

In recent years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-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 2014 Incentive Plan. 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, 2022, 2021 and 2020, 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 8,098, 8,792 and 14,266 common shares were issued to Civista directors in 2022, 2021 and 2021, 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 $189, $196 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, 2022:


	December 31, 2022
	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		69,840		$	20.14
Granted		31,774			24.51
Vested		(27,728	)		24.28
Forfeited		(3,411	)		21.88
Nonvested at end of period		70,475			21.88

The following is a summary of the status of the Company’s awarded restricted shares as of December 31, 2022:


At December 31, 2022
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
April 10, 2018		1,470	$	—		0.00
March 14, 2019		4,034		40		1.00
March 14, 2020		4,304		—		0.00
March 14, 2020		6,669		90		2.00
March 3, 2021		10,858		150		3.00
March 3, 2021		13,692		131		1.00
March 3, 2022		12,424		236		4.00
March 3, 2022		17,024		258		2.00
		70,475	$	905		2.09

During the twelve months ended December 31, 2022, 2021 and 2020, the Company recorded share-based compensation expense of $630, $506 and $421, respectively, and director retainer fees of $189, $196 and $196, respectively, for shares granted under the 2014 Incentive Plan. At December 31, 2022, the total compensation cost related to unvested awards not yet recognized was $905, which is expected to be recognized over the weighted average remaining life of the grants of 2.09 years.