CIVISTA BANCSHARES, INC.

The Compensation Committee is responsible for the development and administration of the Corporation’s policies regarding executive compensation and obtains input from management and outside consultants as appropriate. The Compensation Committee approves the Corporation’s overall compensation levels and increases. It oversees the Corporation’s compensation and benefit program, and administers the Corporation’s incentive plans. The Compensation Committee sets the compensation of the Corporation’s chief executive officer. The executive officers of the Corporation are paid by the Bank for their services to the Corporation, the Bank and the other subsidiaries of the Corporation. They receive no compensation directly from the Corporation.

The Compensation Committee’s determinations are based in large part upon information concerning the compensation paid bysimilarly-sized financial institutions. Since 2018, the Compensation Committee has retained an outside compensation consultant to provide peer information and recommendations concerning the base salaries, incentives and total compensation to be paid to the Corporation’s named executive officers included in the Summary Compensation Table on page 27 of this Proxy Statement (“NEOs”). In 2024, the Compensation Committee retained Blanchard Consulting Group (the “Compensation Consultant”) to provide compensation consulting services. In making compensation decisions for 2024, the Compensation Committee considered certain peer information and recommendations by the Compensation Consultant in conjunction with a study offering information about base salaries at similar institutions.

The Compensation Committee believes that the compensation historically paid to the Corporation’s NEOs has been conservative and has generally followed a goal of paying NEOs a base salary that is in the 50 th percentile of the base compensation paid at similar companies.

Prior to 2015, the Corporation’s compensation program had focused primarily on the base salary paid to each executive officer, supplemented by a 401(k) plan, a defined benefit pension plan (for those employees of the Bank as of December 2006), a supplemental nonqualified executive retirement plan (for certain employees who will not be eligible for full benefits under the defined benefit pension plan), and health and welfare benefits generally available to all employees. However, since 2015 the Corporation has shifted a significant part of executive officers’ compensation to incentive-based compensation that is tied to the performance of the Corporation.

For each of 2023 and 2024, the Compensation Committee approved measures of the Corporation’s performance to apply in considering discretionary bonuses for the NEOs. The financial measures used to evaluate the Corporation’s 2023 and 2024 performance are described under the heading “Compensation Components - Bonus/Incentive Compensation” below. Based upon the Corporation’s 2023 and 2024 performance against those measures, the Compensation Committee approved discretionary bonuses to the NEOs to be paid out in 2024 and 2025, respectively. The Compensation Committee designated a portion of these discretionary bonuses to be paid out in cash and the remaining portion of the bonuses to be paid out in the form of grants of restricted common shares of the Corporation that vest in three equal annual installments over a three (3) year period. The grants of restricted common shares are intended to further align the interests of management with those of the Corporation’s shareholders and to incentivize key executives to remain with the Corporation.

In 2015, the Compensation Committee determined that the action taken in 2014 to freeze the Corporation’s pension plan would cause a loss of retirement benefits for a number of the Corporation’s employees who would not be able to use remaining benefit plans to make up the difference. As a result, the Compensation Committee approved Pension Shortfall Agreements between the Corporation and various employees, including one NEO, to provide for an annual amount to be set aside so as to offset the shortfall in the amount to be paid out to the employee upon reaching retirement age.

At the Corporation’s 2024 annual meeting, the shareholders approved thenon-binding advisory resolution to approve the Corporation’s executive compensation as disclosed in the proxy statement for the 2024 annual meeting. The resolution was approved by a majority of those voting on the issue (including abstentions counting as “no” votes, but excluding brokernon-votes). While the advisory vote was only one of several factors that influenced the Corporation’s executive compensation decisions and policies for 2024, the Compensation Committee viewed the results of this advisory vote as a continued indication that shareholders are generally supportive of the Corporation’s compensation philosophy and policies.

• 19 -