CIVISTA BANCSHARES, INC. Stock Compensation Disclosure
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 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 391,755 shares remaining available for grants under this plan at December 31, 2025.
No options were granted under the 2014 Incentive Plan or the 2024 Incentive Plan during the years ended December 31, 2025 and 2024.
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, 2025, 2024 and 2023, 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 10,270, 10,626 and 11,817 common shares were issued to Civista directors in 2025, 2024 and 2023, 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 $200, $154 and $189, 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, 2025:
|
|
December 31, 2025 |
|
|||||
|
|
Number of |
|
|
Weighted |
|
||
Nonvested at beginning of period |
|
|
90,331 |
|
|
$ |
19.14 |
|
Granted |
|
|
39,587 |
|
|
|
21.46 |
|
Vested |
|
|
(34,718 |
) |
|
|
20.21 |
|
Forfeited |
|
|
(5,045 |
) |
|
|
19.62 |
|
Nonvested at end of period |
|
|
90,155 |
|
|
|
19.72 |
|
The following is a summary of the status of the unvested restricted shares outstanding as of December 31, 2025:
At December 31, 2025 |
|
|||||||||||
Date of Award |
|
Shares |
|
|
Remaining Expense |
|
|
Remaining Vesting Period (Years) |
|
|||
March 3, 2021 |
|
|
2,095 |
|
|
$ |
— |
|
|
|
0.00 |
|
March 3, 2022 |
|
|
3,983 |
|
|
|
49 |
|
|
|
1.00 |
|
March 14, 2023 |
|
|
8,702 |
|
|
|
129 |
|
|
|
2.00 |
|
March 14, 2023 |
|
|
8,817 |
|
|
|
— |
|
|
|
0.00 |
|
March 12, 2024 |
|
|
18,723 |
|
|
|
222 |
|
|
|
3.00 |
|
March 12, 2024 |
|
|
9,185 |
|
|
|
70 |
|
|
|
1.00 |
|
September 9, 2024 |
|
|
858 |
|
|
|
12 |
|
|
|
1.75 |
|
March 11, 2025 |
|
|
19,692 |
|
|
|
346 |
|
|
|
4.00 |
|
March 11, 2025 |
|
|
18,100 |
|
|
|
259 |
|
|
|
2.00 |
|
|
|
|
90,155 |
|
|
$ |
1,087 |
|
|
|
2.25 |
|
During the twelve months ended December 31, 2025, 2024 and 2023, the Company recorded share-based compensation expense of $652, $718 and $801, respectively, for restricted shares granted to employees under the Company's incentive plans. At December 31, 2025, the total compensation cost related to unvested awards not yet recognized was $1,087, which is expected to be recognized over the weighted average remaining life of the grants of 2.25 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 6, 2026 | Showing above |
| 2024 | Mar 10, 2025 | |
| 2023 | Mar 14, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Mar 15, 2022 | |
| 2020 | Mar 15, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 8, 2018 | |
| 2016 | Mar 15, 2017 | |
| 2015 | Mar 15, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.