Equity Incentive Plan

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

(12) 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 20,198 common shares available for future grants under this plan at March 31, 2024. 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.

No options were granted under the 2014 Incentive Plan during the three months ended March 31, 2024 and 2023.

Each year, 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 awarded 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.

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

The following is a summary of the Company’s outstanding restricted common shares and changes therein for the three month period ended March 31, 2024:


	Three months ended
	March 31, 2024
	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		85,670		$	21.88
Granted		40,952			15.51
Vested		(34,102	)		18.34
Forfeited		(1,101	)		14.80
Nonvested at end of period		91,419		$	21.98

The following is a summary of the status of the Company’s outstanding restricted common shares as of March 31, 2024:


At March 31, 2024
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 14, 2020		2,027		29		0.75
March 3, 2021		4,944		76		1.75
March 3, 2022		6,880		143		2.75
March 3, 2022		5,139		94		0.75
March 14, 2023		13,252		249		3.75
March 14, 2023		18,371		351		1.75
March 12, 2024		26,384		372		4.75
March 12, 2024		14,422		216		2.75
		91,419	$	1,530		3.06

The Company recorded $186 and $230 of share-based compensation expense during the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the total compensation cost related to unvested awards not yet recognized was $1,530, which was expected to be recognized over the weighted average remaining life of the grants of 3.06 years.