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. The Compensation Committee retains 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 2025, the Compensation Committee retained Blanchard Consulting Group (the “Compensation Consultant”) to provide compensation consulting services. In making compensation decisions for 2025, 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.

Previously, the Corporation’s compensation program had focused primarily on the base salary paid to each executive officer. For the past 10 years, however, the Corporation has concentrated a significant part of executive officers’ compensation on incentive-based compensation that is tied to the performance of the Corporation.

For each of 2024 and 2025, 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 2024 and 2025 performance are described under the heading “Compensation Components - Bonus/Incentive Compensation” below. Based upon the Corporation’s 2024 and 2025 performance against those measures, the Compensation Committee approved discretionary bonuses to the NEOs to be paid out in 2025 and 2026, 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.

At the Corporation’s 2025 annual meeting, the shareholders approved thenon-binding advisory resolution to approve the Corporation’s executive compensation as disclosed in the proxy statement for the 2025 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 2025, 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.