Stock-based Compensation and Benefits

6 Months Ended

Jun. 30, 2024

Stock-based Compensation and Benefits

Stock-based Compensation and Benefits

Note 12 Stock-based Compensation and Benefits

The Company provides stock-based compensation in accordance with shareholder-approved plans. On May 9, 2023, shareholders approved the 2023 Omnibus Incentive Plan (the "2023 Plan"). The 2023 Plan replaces the 2014 Omnibus Incentive Plan (the "Prior Plan"), pursuant to which the Company granted equity awards prior to the approval of the 2023 Plan. Pursuant to the 2023 Plan, the Compensation Committee of the Board of Directors has the authority to grant, from time to time, awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards, or any combination thereof to eligible persons.

As of June 30, 2024, the aggregate number of Class A common stock available for issuance under the 2023 Plan is 973,985 shares. Any shares subject to awards under the 2023 Plan will be counted against the amount available for issuance as one share for every one share granted. The 2023 Plan provides for recycling of shares from both the Prior Plan and the 2023 Plan, the terms of which are

further described in the Company's Proxy Statement for its 2023 Annual Meeting of Shareholders. Upon an option exercise, it is the Company’s policy to issue shares from treasury stock.

To date, the Company has issued stock options, restricted stock and performance stock units under the plans. The Compensation Committee sets the option exercise price at the time of grant, but in no case is the exercise price less than the fair market value of a share of stock at the date of grant.

Stock options

The Company issues stock options, which are primarily time-vesting with 1/3 vesting on each of the first, second and third anniversary of the date of grant or date of hire. The expense associated with the awarded stock options was measured at fair value using a Black-Scholes option-pricing model. The outstanding option awards vest on a graded basis over 1-3 years of continuous service and have 10-year contractual terms.

The following table summarizes stock option activity for the six months ended June 30, 2024:

				Weighted
				average
		Weighted		remaining
		average		contractual	Aggregate
		exercise		term in	intrinsic
	Options	price		years	value
Outstanding at December 31, 2023	755,546	$	30.95	5.79	$	5,270
Granted	—		—
Exercised	(41,400)		20.58
Forfeited	(5,120)		38.33
Outstanding at June 30, 2024	709,026		31.50	5.52		5,617
Options exercisable at June 30, 2024	612,353		30.80	5.05		5,234
Options vested and expected to vest	699,778		31.45	5.48		5,576

Stock option expense is a component of salaries and benefits expense in the consolidated statements of operations and totaled $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively, and $0.5 million and $0.7 million for the three and six months ended June 30, 2023, respectively. At June 30, 2024, there was $0.3 million of total unrecognized compensation cost related to non-vested stock options granted under the plans. The cost is expected to be recognized over a weighted average period of 1.6 years.

Restricted stock awards

The Company issues primarily time-based restricted stock awards that vest over a range of a 1-3 year period. Restricted stock with time-based vesting was valued at the fair value of the shares on the date of grant as they are assumed to be held beyond the vesting period.

Performance stock units

The Company grants performance stock units (“PSU”) which represent initial target awards and do not reflect potential increases or decreases resulting from the final performance results, which are to be determined at the end of the three-year performance period (vesting date). The actual number of shares to be awarded at the end of the performance period will range from 0% - 150% of the initial target awards. One-third of the award is based on the Company’s cumulative earnings per share (EPS target), one-third is based on the Company’s relative return on tangible assets (“ROTA”), and one-third is based on the Company’s cumulative total shareholder return (“TSR”) during the performance period. On the vesting date, the Company’s annual ROTA will be compared to the respective ROTAs of companies comprising the S&P 600 Regional Banks group. The Company’s ranking will be averaged over the measurement period to determine the shares awarded. The fair value of the ROTA award was determined based on the closing stock price of the Company’s common stock on the grant date. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the S&P 600 Regional Banks group at the grant date to determine the shares awarded. The fair value of the TSR target portion of the award was determined using a Monte Carlo Simulation at the grant date. The fair value of the EPS target portion of the award was determined based on the closing stock price of the Company’s common stock on the grant date.

For PSU components granted in 2023 and 2022, sixty percent of the award was based on the Company’s cumulative EPS and forty percent of the award was based on the Company’s cumulative TSR during the performance period. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the KBW Regional Index at the grant date to determine the shares awarded.

During 2023, the Compensation Committee approved the adoption of the 2023 Equity Unit Incentive Plan (the “2UniFi Plan”), an equity incentive plan with respect to class B units of 2Unifi, LLC, a wholly owned subsidiary of the Company. The 2UniFi Plan provides for the grant of up to 200,000 Class B Units (intended to be in the form of profit interests) to the employees and other service providers of 2UniFi and its affiliates, including the named executive officers of the Company. The 2UniFi Plan is administered by the Managing Member Board of 2UniFi and any grant of Class B units to an executive officer of the Company is subject to the approval of the Company’s Compensation Committee. As of June 30, 2024 and December 31, 2023, the Managing Member Board had granted 122,000 and 112,000 units, respectively. The awards vest over a 5 year period with 50% of the awards vesting on the third anniversary of the grant date, and 25% vesting on the fourth and fifth anniversary of the grant date, respectively. At June 30, 2024, there was $0.1 million of total unrecognized compensation cost related to non-vested units under the plan.

The weighted-average grant date fair value per unit for the awards granted during the six months ended June 30, 2024 of the EPS target portion, ROTA target portion and TSR target portion were $35.41, $35.41, and $34.91, respectively. The initial weighted-average performance price for the TSR target portion granted during 2024 was $36.72. During the six months ended June 30, 2024, the Company canceled 530 units due to final performance results related to performance stock units granted in 2021.

The following table summarizes restricted stock and performance stock unit activity during the six months ended June 30, 2024:

		Weighted				Weighted
	Restricted	average grant-		Performance		average grant-
	stock shares	date fair value		stock units		date fair value
Unvested at December 31, 2023	240,584	$	34.47	171,782	$	34.56
Granted	176,151		35.01	79,254		35.24
Adjustment due to performance	—		—	(530)		35.75
Vested	(88,311)		35.83	(46,490)		37.82
Forfeited	(9,132)		36.44	(2,390)		33.67
Unvested at June 30, 2024	319,292	$	34.33	201,626	$	34.27

As of June 30, 2024, the total unrecognized compensation cost related to the non-vested restricted stock awards and performance stock units totaled $7.9 million and $4.5 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.3 years and 2.2 years, respectively. Expense related to non-vested restricted stock awards totaled $1.5 million and $2.4 million during the three and six months ended June 30, 2024, respectively, and $1.2 million and $2.1 million during the three and six months ended June 30, 2023, respectively. Expense related to non-vested performance stock units totaled $0.5 million and $1.0 million during the three and six months ended June 30, 2024, respectively, and $0.5 million and $0.9 million during the three and six months ended June 30, 2023, respectively. Expense related to non-vested restricted stock awards and units is a component of salaries and benefits expense in the Company’s consolidated statements of operations.

Employee stock purchase plan

The 2014 Employee Stock Purchase Plan (“ESPP”) is intended to be a qualified plan within the meaning of Section 423 of the Internal Revenue Code of 1986 and allows eligible employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 per calendar year and 2,000 shares per offering period. The price an employee pays for shares is 90.0% of the fair market value of Company common stock on the last day of the offering period. The offering periods are the six-month periods commencing on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year. There are no vesting or other restrictions on the stock purchased by employees under the ESPP. Under the ESPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 224,299 was available for issuance at June 30, 2024.

Under the ESPP, employees purchased 11,620 shares and 9,741 shares during the six months ended June 30, 2024 and 2023, respectively.