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STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2022
STOCK-BASED COMPENSATION [Abstract]  
STOCK-BASED COMPENSATION [Text Block]
NOTE 16 – STOCK-BASED
.
COMPENSATION
On
 
April
 
29,
 
2008,
 
the
 
Corporation’s
 
stockholders
 
approved
 
the
 
Omnibus
 
Plan.
 
An
 
amended
 
and
 
restated
 
Omnibus
 
Plan
 
was
subsequently approved
 
by the
 
Corporation’s
 
stockholders on
 
May 24,
 
2016 to,
 
among other
 
things, increase
 
the number
 
of shares
 
of
common stock
 
reserved for
 
issuance under
 
the Omnibus
 
Plan, extend
 
the term
 
of the
 
Omnibus Plan
 
to May
 
24, 2026
 
and re-approve
the
 
material
 
terms
 
of
 
the
 
performance
 
goals under
 
the
 
Omnibus
 
Plan
 
for
 
purposes
 
of
 
the
 
then-effective
 
Section
 
162(m)
 
of
 
the
 
U.S.
Internal
 
Revenue
 
Code
 
of
 
1986,
 
as
 
amended.
 
The
 
Omnibus
 
Plan
 
provides
 
for
 
equity-based
 
and
 
non
 
equity-based
 
compensation
incentives
 
(the
 
“awards”).
 
The
 
Omnibus
 
Plan
 
authorizes
 
the
 
issuance
 
of
 
up
 
to
14,169,807
 
shares
 
of
 
common
 
stock,
 
subject
 
to
adjustments
 
for
 
stock
 
splits,
 
reorganizations
 
and
 
other
 
similar
 
events.
 
As
 
of
 
December
 
31,
 
2022,
 
there
 
were
3,830,165
 
authorized
shares
 
of
 
common
 
stock
 
available
 
for
 
issuance
 
under
 
the
 
Omnibus
 
Plan.
 
The
 
Corporation’s
 
Board
 
of
 
Directors,
 
based
 
on
 
the
recommendation of
 
the Corporation’s
 
Compensation and
 
Benefits Committee, has the
 
power and authority
 
to determine those eligible
to receive
 
awards and
 
to establish the
 
terms and conditions
 
of any
 
awards, subject to
 
various limits and
 
vesting restrictions
 
that apply
to individual and aggregate awards.
Restricted Stock
Under the
 
Omnibus Plan,
 
the Corporation
 
may grant
 
restricted stock
 
to plan
 
participants, subject
 
to forfeiture
 
upon the
 
occurrence
of certain
 
events until
 
the dates
 
specified in
 
the participant’s
 
award agreement.
 
While the
 
restricted stock
 
is subject
 
to forfeiture
 
and
does
 
not
 
contain
 
non-forfeitable
 
dividend
 
rights,
 
participants
 
may
 
exercise
 
full
 
voting
 
rights
 
with
 
respect
 
to
 
the
 
shares
 
of
 
restricted
stock
 
granted
 
to
 
them.
 
The
 
fair
 
value
 
of
 
the
 
shares
 
of
 
restricted
 
stock
 
granted
 
was
 
based
 
on
 
the
 
market
 
price
 
of
 
the
 
Corporation’s
common stock
 
on the
 
date of
 
the respective
 
grant.
 
The shares
 
of restricted
 
stocks granted
 
to employees
 
are subject
 
to the
 
following
vesting period:
 
fifty percent
 
(
50
%) of
 
those shares
 
vest on
 
the
two-year
 
anniversary of
 
the grant
 
date and
 
the remaining
50
% vest
 
on
the
three-year
 
anniversary of
 
the grant
 
date. The
 
shares of
 
restricted stock
 
granted to
 
directors are
 
generally subject
 
to vesting
 
on the
one-year
 
anniversary of the grant date.
 
Common shares issued during the year
 
ended December 31, 2022 in connection with
 
restricted
stock awards were reissued from treasury shares.
The following table summarizes the restricted stock activity under the Omnibus
 
Plan during the years ended December 31, 2022
and 2021:
2022
2021
Number of
Weighted-
Number of
Weighted-
shares of
Average
shares of
Average
restricted
Grant Date
restricted
Grant Date
stock
 
Fair Value
stock
 
Fair Value
Unvested shares outstanding at beginning of year
1,148,775
$
6.61
1,320,723
$
5.74
Granted
(1)
327,195
13.21
324,360
11.47
Forfeited
(15,108)
8.79
(82,486)
6.42
Vested
(522,371)
6.13
(413,822)
7.69
Unvested shares outstanding at end of year
938,491
$
9.14
1,148,775
$
6.61
(1)
For the year ended December 31, 2022, includes
27,529
 
shares of restricted stock awarded to independent directors and
299,666
 
shares of restricted stock awarded to employees, of
which
6,084
 
shares were granted to retirement-eligible employees and thus
 
charged to earnings as of the grant date. Includes for the
 
year ended December 31, 2021,
29,291
 
shares of
restricted stock awarded to independent directors and
295,069
 
shares of restricted stock awarded to employees, of which
19,804
 
shares were granted to retirement-eligible employees
and thus charged to earnings as of the grant date.
For the
 
years ended
 
December 31,
 
2022, 2021,
 
and 2020,
 
the Corporation
 
recognized $
3.7
 
million, $
3.5
 
million, and
 
$
3.2
 
million,
respectively,
 
of
 
stock-based
 
compensation
 
expense
 
related
 
to
 
restricted
 
stock
 
awards.
 
As
 
of
 
December
 
31,
 
2022,
 
there
 
was
 
$
3.8
million of total unrecognized compensation cost related to
 
unvested shares of restricted stock that the Corporation expects to recognize
over a weighted average period of
1.5
 
years.
 
Performance Units
Under the Omnibus Plan, the Corporation may award
 
performance units to participants,
 
with each unit representing the value of one
share
 
of
 
the
 
Corporation’s
 
common
 
stock.
 
These awards, which are granted to executives, do not contain non-forfeitable rights to
dividend equivalent amounts and can only be settled in shares of the Corporation’s common stock. The performance units will vest on
the third anniversary of the effective date of the awards, subject to the achievement of a pre-established tangible book value per share
target, adjusted for certain allowable non-recurring transactions. All the performance units will vest if performance is at the pre-
established performance target level or above at the end of a three-year performance period. However, the participants may vest with
respect to 50% of the awards to the extent that performance is below the target but not less than 80% of the pre-established
performance target level (the “80% minimum threshold”), which is measured based upon the growth in the tangible book value during
the performance cycle. If performance is between the 80% minimum threshold and the pre-established performance target level, the
participants will vest on a proportional amount. No performance units will vest if performance is below the 80% minimum threshold.
The performance
 
units granted
 
during the
 
year ended
 
December 31,
 
2022 are
 
for the
 
performance period
 
beginning January
 
1, 2022
and ending on December 31, 2024.
The following table
 
summarizes the performance
 
units activity under
 
the Omnibus Plan
 
during the years
 
ended December 31, 2022
and 2021:
Year
 
Ended
Year
 
Ended
(Number of units)
December 31,
 
2022
December 31,
 
2021
Performance units at beginning of year
814,899
1,006,768
Additions
166,669
160,485
Vested
(1)
(189,645)
(304,408)
Forfeited
-
(47,946)
Performance units as of December 31, 2022
791,923
814,899
(1)
Units vested during 2022 are related to performance units granted
 
in 2019 that met the pre-established target and
 
were settled with shares of common stock reissued from treasury
 
shares.
Units vested during 2021 are related to performance units granted in
 
2018 that met the pre-established target and were
 
settled with new shares of common stock.
The
 
fair
 
values
 
of
 
the
 
performance
 
units
 
awarded
 
were
 
based
 
on
 
the
 
market
 
price
 
of
 
the
 
Corporation’s
 
common
 
stock
 
on
 
the
respective date
 
of the grant.
 
For the
 
years ended
 
December 31,
 
2022, 2021,
 
and 2020,
 
the Corporation
 
recognized $
1.7
 
million, $
2.0
million, and $
1.8
 
million, respectively,
 
of stock-based compensation
 
expense related
 
to performance units.
 
As of December
 
31, 2022,
there was
 
$
2.5
 
million of
 
total unrecognized
 
compensation cost
 
related to
 
unvested performance
 
units that
 
the Corporation
 
expects to
recognize over
 
the next
 
three years.
 
The total
 
amount of
 
compensation expense
 
recognized reflects
 
management’s
 
assessment of
 
the
probability
 
that
 
the
 
pre-established
 
performance
 
goal
 
will
 
be
 
achieved.
 
The
 
Corporation
 
will
 
recognize
 
a
 
cumulative
 
adjustment
 
to
compensation expense in the then-current period to reflect any changes in the probability
 
of achievement of the performance goals.
Other awards
Under
 
the Omnibus
 
Plan,
 
the Corporation
 
may
 
grant
 
shares of
 
unrestricted
 
stock to
 
plan
 
participants.
 
During the
 
third
 
quarter
 
of
2020, the
 
Corporation granted
 
to its independent
 
directors
19,157
 
shares of unrestricted
 
stock that were
 
fully vested
 
at the time
 
of the
grant
 
date.
 
For
 
the
 
year
 
ended
 
December
 
31,
 
2020,
 
the
 
Corporation
 
recognized
 
$
0.1
 
million
 
of
 
stock-based
 
compensation
 
expense
related to unrestricted stock awards. There were
no
 
grants of unrestricted stock in 2022 and 2021.
Shares withheld
During the year ended
 
December 31, 2022, the
 
Corporation withheld
205,807
 
shares (2021 –
214,374
 
shares) of the restricted
 
stock
that vested
 
during
 
such period
 
to cover
 
the officers’
 
payroll and
 
income tax
 
withholding liabilities;
 
these shares
 
are held
 
as treasury
shares. The Corporation
 
paid in cash any fractional
 
share of salary stock
 
to which an officer
 
was entitled. In the
 
consolidated financial
statements, the Corporation presents shares withheld for tax purposes as common
 
stock repurchases.