Civista Bancshares (CIVB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 15, 2025, to elect 12 directors, approve executive compensation, set frequency of say-on-pay votes, amend regulations, and ratify the external auditor.

• Shareholders of record as of February 18, 2025, are eligible to vote; 15,473,111 common shares entitled to vote.

• Proxy materials are available online, and voting can be done by mail, phone, internet, or in person.

Voting matters and shareholder proposals

• Election of 12 directors for one-year terms expiring in 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes.

• Proposal to amend Article XI of the regulations to allow the board to make limited amendments as permitted by Ohio law.

• Ratification of Plante & Moran, PLLC as independent auditor for fiscal year ending December 31, 2025.

• Shareholder proposals for the 2026 meeting must be received by November 14, 2025.

Board of directors and corporate governance

• Board consists of 12 members; one director retiring, one new nominee.

• All but two director nominees are independent under NASDAQ rules.

• Board committees: Nominating, Audit, Compensation, and Board Risk; all have written charters and independent members.

• Board Risk Committee established in 2023 to enhance risk oversight.

• Board diversity and cognitive diversity are emphasized in director selection.