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Stock Based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation

NOTE 19 – Stock Based Compensation

 

Stock-Based Compensation Plans

 

On March 27, 2020, the Company’s stockholders approved the 1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). A total of 238,467 stock options and 95,387 restricted shares were approved for award. As of December 31, 2022, no shares of common stock remained available for grant as stock options, restricted stock or restricted stock units under the 2020 Equity Incentive Plan. The stock options granted to employees and non-employee directors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant. The exercise price for all stock options granted is equal to the quoted NASDAQ market close price on the date that the awards were granted and expire ten years after the grant date, if not exercised. The restricted stock awards granted to employees and non-employee directors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant.

 

On August 26, 2022, the Company's shareholders approved the 1895 Bancorp of Wisconsin, Inc. 2022 Equity Incentive Plan (the "2022 Equity Incentive Plan"). A total of 354,200 stock options and 141,680 restricted shares were approved for award. As of December 31,

2022, 17,745 shares of common stock remained available for grant as stock options and 11,298 shares remain available for grant as restricted stock or stock units under the 2022 Equity Incentive Plan. The stock options granted to employees and non-employee directors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant. The exercise price for all stock options granted is equal to the quoted NASDAQ market close price on the date that the awards were granted and expire ten years after the grant date, if not exercised. The restricted stock awards granted to employees and non-employee directors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant.

 

Accounting for Stock-Based Compensation Plan

 

The fair value of stock options granted is estimated on the grant date using a Black-Scholes pricing model. The fair value of restricted shares is equal to the quoted NASDAQ market closing price on the date of grant. The fair value of stock grants is recognized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense is included in salaries and employee benefits in the consolidated statements of operations.

 

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock options represent the period of time that the options are expected to be outstanding and is based on the historical results from the previous awards. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the actual volatility of 1895 Bancorp of Wisconsin, Inc. stock for the weighted average life time period prior to issuance date. The following assumptions were used in estimating the fair value of options granted in the years ended December 31, 2022 and December 31, 2021:

 

 

 

2022

 

 

2021

 

Dividend yield

 

 

0.00

%

 

 

0.00

%

Risk-free interest rate

 

 

3.83

%

 

 

0.96

%

Expected volatility

 

 

24.64

%

 

 

24.64

%

Weighted average expected life

 

 

6.50

 

 

 

6.50

 

Weighted average per share value of options

 

$

3.47

 

 

$

2.10

 

 

Based on the assumptions above, the estimated weighted average grant-date fair value of options granted was $1.2 million during the year ended December 31, 2022.

 

A summary of the Company’s stock option activity for the years ended December 31, 2022 and 2021 is presented below.

 

Stock Options

 

Shares

 

 

Weighted Average Exercise Price

 

 

Weighted Average of Remaining Contractual Term (Years)

 

 

Aggregate Intrinsic Value

 

Options exercisable at December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding December 31, 2020

 

 

287,097

 

 

 

5.99

 

 

 

9.30

 

 

 

1,138,663

 

Granted (1)

 

 

37,316

 

 

 

7.76

 

 

 

 

 

 

120,526

 

Exercised

 

 

(4,738

)

 

 

6.27

 

 

N/A

 

 

N/A

 

Forfeited

 

 

(18,955

)

 

 

6.27

 

 

N/A

 

 

N/A

 

Outstanding December 31, 2021

 

 

300,720

 

 

 

6.19

 

 

 

8.40

 

 

 

1,443,067

 

Options exercisable at December 31, 2021

 

 

52,677

 

 

$

5.97

 

 

$

8.30

 

 

 

264,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding December 31, 2021

 

 

300,720

 

 

 

6.19

 

 

 

8.40

 

 

 

1,443,067

 

Granted

 

355,410

 

 

 

10.02

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

N/A

 

 

N/A

 

Forfeited

 

 

 

 

 

 

 

N/A

 

 

N/A

 

Outstanding December 31, 2022

 

656,130

 

 

 

8.27

 

 

8.69

 

 

1,122,214

 

Options exercisable at December 31, 2022

 

112,824

 

 

 

6.09

 

 

7.35

 

 

432,408

 

 

(1) Includes 10,527 shares granted as a nonqualified stock option inducement award to the Company’s President and Chief Executive Officer.

 

The following table summarizes information about the Company’s nonvested stock option activity for the years ended December 31, 2022 and 2021:

 

Stock Options

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

Nonvested at December 31, 2020

 

 

287,097

 

 

$

1.98

 

Granted (1)

 

 

37,316

 

 

 

2.10

 

Vested

 

 

(57,415

)

 

 

1.50

 

Forfeited

 

 

(18,955

)

 

 

1.61

 

Nonvested at December 31, 2021

 

 

248,043

 

 

$

1.58

 

 

 

 

 

 

 

 

Nonvested at December 31, 2021

 

 

248,043

 

 

$

1.58

 

Granted

 

355,410

 

 

 

3.47

 

Vested (2)

 

 

(60,147

)

 

 

1.56

 

Forfeited

 

 

 

 

 

0.00

 

Nonvested at December 31, 2022

 

 

543,306

 

 

$

2.82

 

 

(1) Includes 10,527 shares granted as a nonqualified stock option inducement award to the Company’s President and Chief Executive Officer.

(2) Includes 2,105 shares vested under a nonqualified stock option inducement award to the Company's President and Chief Executive Officer.

 

The Company amortizes the expense related to stock options as compensation expense over the vesting period. The Company recognized $152 and $95 in stock option expense during the years ended December 31, 2022 and December 31, 2021, respectively.

 

At December 31, 2022, the Company had $1.4 million in estimated unrecognized compensation costs related to outstanding stock options that is expected to be recognized over a weighted average period of 4.4 years.

 

The following table summarizes information about the Company’s restricted stock activity for the years ended December 31, 2022 and 2021:

 

Restricted Stock

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

Nonvested at December 31, 2020

 

 

111,802

 

 

$

5.98

 

Granted (1)

 

 

15,052

 

 

 

7.76

 

Vested (2)

 

 

(22,355

)

 

 

5.98

 

Forfeited

 

 

(7,371

)

 

 

6.06

 

Nonvested at December 31, 2021

 

 

97,128

 

 

$

6.25

 

 

 

 

 

 

 

 

Nonvested at December 31, 2021

 

 

97,128

 

 

$

6.25

 

Granted

 

 

137,753

 

 

 

10.02

 

Vested (3)(4)

 

 

(23,532

)

 

 

6.20

 

Forfeited

 

 

 

 

 

0.00

 

Nonvested at December 31, 2022

 

 

211,349

 

 

$

8.71

 

 

(1) Includes 1,313 shares granted under a restricted stock inducement award to the Company’s President and Chief Executive Officer.

(2) Includes 6,305 shares surrendered by employees to cover payroll tax costs related to the vested shares.

(3) Includes 263 shares vested under a restricted stock inducement award to the Company's President and Chief Executive Officer.

(4) Includes 7,238 shares surrendered by employees to cover payroll tax costs related to the vested shares.

 

 

The Company amortizes the expense related to restricted stock awards as compensation expense over the vesting period. The Company recognized $211 and $146 in restricted stock expense during the years ended December 31, 2022 and December 31, 2021, respectively. At December 31, 2022, the Company had $1.7 million of unrecognized compensation expense related to restricted stock shares that is expected to be recognized over a weighted average period of 4.28 years.