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Equity Incentive Plan
12 Months Ended
Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Incentive Plan

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 269,168 shares available for grants under this plan at December 31, 2018.

No options had been granted under the 2014 Incentive Plan as of December 31, 2018 and 2017

During each of the last two 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.

On January 4, 2016, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 2,730 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2016 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $32.

On May 17, 2016, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 12,285 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2017 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $130.

On May 16, 2017, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 6,804 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $144.

On September 11, 2017, a newly appointed director of the Company’s banking subsidiary, Civista, was paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 367 common shares was issued as payment of her retainer for her service on the Civista Board of Directors covering the period up to the 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $8.

On May 17, 2018, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 6,204 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2019 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $144.

Finally, on September 25, 2018, newly appointed directors of the Company’s banking subsidiary, Civista, were paid a retainer on the form of non-restricted common shares of the Company.  The aggregate of 867 common shares were issued for their service on the Civista Board of Directors covering the period up to the 2019 Annual Meeting.  This issuance was expensed in its entirety when the shares were issued in the amount of $21.

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

NOTE 16 - EQUITY INCENTIVE PLAN (Continued)

The following is a summary of the status of the Company’s restricted shares, and changes therein during the twelve months ended December 31, 2018 and 2017:

 

 

 

December 31, 2018

 

 

December 31, 2017

 

 

 

Number of

Restricted

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Number of

Restricted

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

Nonvested at beginning of period

 

 

42,138

 

 

$

15.60

 

 

 

37,050

 

 

$

10.77

 

Granted

 

 

16,510

 

 

 

22.51

 

 

 

17,898

 

 

 

22.15

 

Vested

 

 

(17,956

)

 

 

14.01

 

 

 

(12,810

)

 

 

10.76

 

Forfeited

 

 

(722

)

 

 

19.74

 

 

 

 

 

 

 

Nonvested at end of period

 

 

39,970

 

 

 

19.10

 

 

 

42,138

 

 

 

15.60

 

 

The following is a summary of the status of the Company’s awarded restricted shares as of December 31, 2018:

 

At December 31, 2018

 

Date of Award

 

Shares

 

 

Remaining Expense

 

 

Remaining Vesting Period (Years)

 

January 15, 2016

 

 

6,160

 

 

$

41

 

 

 

2.00

 

March 11, 2016

 

 

5,093

 

 

 

 

 

 

0.00

 

March 20, 2017

 

 

7,632

 

 

 

51

 

 

 

1.00

 

March 20, 2017

 

 

4,952

 

 

 

77

 

 

 

3.00

 

April 10, 2018

 

 

7,917

 

 

 

101

 

 

 

2.00

 

April 10, 2018

 

 

8,216

 

 

 

138

 

 

 

4.00

 

 

 

 

39,970

 

 

$

408

 

 

 

2.09

 

 

During the twelve months ended December 31, 2018, 2017 and 2016, the Company recorded share-based compensation expense of $263, $274 and $323, respectively and director retainer fees of $165, $152 and $162, respectively, for shares granted under the 2014 Incentive Plan. At December 31, 2018, the total compensation cost related to unvested awards not yet recognized is $408, which is expected to be recognized over the weighted average remaining life of the grants of 2.09 years.