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STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2022
STOCK-BASED COMPENSATION  
Stock-Based Compensation

NOTE 13 - STOCK-BASED COMPENSATION

Stock Options and Restricted Stock

On May 17, 2018, the shareholders of FS Bancorp, Inc. approved the 2018 Equity Incentive Plan (the “2018 Plan”) that authorized 1.3 million shares of the Company’s common stock to be awarded. The 2018 Plan provides for the grant of incentive stock options, nonqualified stock options, and up to 326,000 restricted stock awards (“RSAs”) to directors, emeritus directors, officers, employees or advisory directors of the Company.  At June 30, 2022, there were 441,296 stock option awards and 144,460 RSAs available to be granted under the 2018 Plan.  

Total share-based compensation expense was $481,000 and $932,000 for the three and six months ended June 30, 2022, respectively, and $298,000 and $593,000 for the three and six months ended June 30, 2021, respectively.

Stock Options

The 2018 Plan consists of stock option awards that may be granted as incentive stock options or nonqualified stock options.  Stock option awards generally vest at one year or three years for independent directors or over a five-year period for employees and officers with 20% vesting on the anniversary date of each grant date as long as the award recipient remains in service to the Company.  The options are exercisable after vesting for up to the remaining term of the original grant.  The maximum term of the options granted is 10 years. Any unexercised stock options will expire 10 years after the grant date or sooner in the event of the award recipient’s termination of service with the Company or the Bank.  The fair value of each stock option award is estimated on the grant date using a Black-Scholes Option pricing model that uses the following assumptions. The dividend yield is based on the current quarterly dividend in effect at the time of the grant. Historical employment data is used to estimate the forfeiture rate. The Company elected to use Staff Accounting Bulletin 107, simplified expected term calculation for the “Share-Based Payments” method permitted by the SEC to calculate the expected term. This method uses the vesting term of an option along with the contractual term, setting the expected life at 5.5 years for one-year vesting, 6.0 years for three-year vesting, and 6.5 years for five-year vesting.

The following table presents a summary of the Company’s stock option awards during the six months ended June 30, 2022 (shown as actual):

    

    

    

Weighted-Average

    

Weighted-

Remaining

Average

Contractual Term In

Aggregate

Shares

Exercise Price

Years

Intrinsic Value

Outstanding at January 1, 2022

 

613,626

$

25.24

 

7.17

$

5,362,902

Granted

 

 

Less exercised

 

32,952

$

16.04

 

$

486,754

Forfeited or expired

 

 

 

 

Outstanding at June 30, 2022

 

580,674

$

25.77

 

6.71

$

2,619,892

Expected to vest, assuming a 0.31% annual forfeiture rate (1)

 

579,160

$

25.76

 

6.70

$

2,615,442

Exercisable at June 30, 2022

 

233,090

$

21.86

 

4.99

$

1,669,026

__________________________

(1)Forfeiture rate has been calculated and estimated to assume a forfeiture of 3.1% of the options forfeited over 10 years.

At June 30, 2022, there was $1.7 million of total unrecognized compensation cost related to nonvested stock options granted under the 2018 plan. The cost is expected to be recognized over the remaining weighted-average vesting period of 3.2 years.  

Restricted Stock Awards

The RSAs’ fair value is equal to the value of the market price of FS Bancorp’s common stock on the grant date and compensation expense is recognized over the vesting period of the awards based on the fair value of the restricted stock. Shares for the 2018 Plan generally vest at one year or three years for independent directors or over a five-year period for employees and officers beginning on the grant date. Any unvested RSAs will expire after vesting or sooner in the event of the award recipient’s termination of service with the Company or the Bank.

The following table presents a summary of the Company’s nonvested awards during the six months ended June 30, 2022 (shown as actual):

    

    

Weighted-Average

Grant-Date Fair Value

Nonvested Shares

Shares

Per Share

Nonvested at January 1, 2022

 

121,672

$

28.02

Granted

 

Less vested

 

1,180

31.91

Forfeited or expired

 

 

Nonvested at June 30, 2022

 

120,492

$

27.98

At June 30, 2022, there was $2.5 million of total unrecognized compensation cost related to nonvested shares granted under the 2018 Plan as RSAs. The cost is expected to be recognized over the remaining weighted-average vesting period of 3.1 years.