Equity Incentive Plan

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

NOTE 16 - EQUITY INCENTIVE PLAN

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 60,049 shares available for grants under this plan at December 31, 2023.

No options had been granted under the 2014 Incentive Plan as of December 31, 2023 and 2022.

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, 2023, 2022 and 2021, 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 11,817, 8,098 and 8,792 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, 2023:


	December 31, 2023
	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		70,096		$	21.88
Granted		47,536			21.85
Vested		(30,222	)		21.62
Forfeited		(1,740	)		21.74
Nonvested at end of period		85,670			21.88

The following is a summary of the status of the Company’s awarded restricted shares as of December 31, 2023:


At December 31, 2023
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 14, 2019		1,924	$	0		0.00
March 14, 2020		4,265		41		1.00
March 3, 2021		7,776		91		1.00
March 3, 2021		6,793		0		0.00
March 3, 2022		9,554		164		3.00
March 3, 2022		10,421		128		1.00
March 14, 2023		17,103		275		4.00
March 14, 2023		27,834		405		2.00
		85,670	$	1,104		2.05

NOTE 16 - EQUITY INCENTIVE PLAN

During the twelve months ended December 31, 2023, 2022 and 2021, the Company recorded share-based compensation expense of $801, $630 and $506, respectively, and director retainer fees of $182, $189 and $196, respectively, for shares granted under the 2014 Incentive Plan. At December 31, 2023, the total compensation cost

related to unvested awards not yet recognized was $1,104, which is expected to be recognized over the weighted average remaining life of the grants of 2.05 years.