We currently have two active stock incentive plans: i) the 2024 Stock Incentive Plan (the “2024 Plan”), which expires on April 24, 2034, and ii) the 2018 Employee Stock Purchase Plan (“ESPP”). The Amended and Restated 2020 Stock Incentive Plan (the “2020 Plan”) was closed to further issuances of stock awards on April 24, 2024 and any remaining shares available were folded into the 2024 Plan as part of the approval of the 2024 Plan by shareholders at the 2024 Annual Meeting of Shareholders in April 2024. The 2024 Plan permit awards of stock options, restricted stock units, performance stock units and other stock-based awards to our officers, key employees and non-employee directors on terms determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”). The aggregate number of shares available for issuance under the 2024 Plan is 745,377 plus any outstanding awards issued under the 2020 Plan that are subsequently forfeited, terminated, expire or otherwise lapse without being exercised. As of December 31, 2024, shares available for future grant under the 2024 Plan are 499,523. Prior to the adoption of the 2024 Plan, we granted stock-based awards to purchase shares of our common stock under certain predecessor plans. No further awards can be granted under these predecessor plans.

The ESPP was adopted by the Board of Directors and approved by the shareholders in 2018, including 750,000 shares that can be awarded. The first offering period closed on July 31, 2019. Under the ESPP, our employees who elect to participate have the right to purchase common stock at a 15% discount from the lower of the market value of the common stock at the beginning or the end of each six month offering period and the discount will be treated as compensation to those employees. Employees purchase common stock using payroll deductions, which may not exceed 10% of their eligible compensation and other limitations. The Compensation Committee administers the ESPP. As of December 31, 2024, there are 442,546 shares available for future award grants.

In the years ended December 31, 2024, 2023, and 2022, we did not grant any stock options to our officers and key employees nor were any stock options, stock appreciation rights or other option-like instruments granted to our directors or officers within four days prior to, or one day after the release of material non-public information. Stock options are typically granted with an exercise price equal to the fair market value of our stock on the date of grant and expire not more than ten years from the date of grant. The stock options typically vest over a period of three or four years from the date of grant. The option price and number of shares are subject to adjustment under certain dilutive circumstances. If an employee terminates employment, the non-vested portion of the stock options will not vest and all rights to the non-vested portion will terminate completely.

Stock option activity for the year ended December 31, 2024 were as follows:



	Number of Stock Options	Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2024	137,150	$	38.66
Granted	—	$	—
Exercised	(20,880)	$	37.06
Expired	(2,000)	$	39.78
Forfeited	—	$	—
Outstanding at December 31, 2024	114,270	$	38.93	4.1	$	2,826
Exercisable at December 31, 2024	114,270	$	38.93	4.1	$	2,826

The aggregate intrinsic value of stock options represents the amount by which the market price of our common stock exceeds the exercise price of the stock option. The aggregate intrinsic value of stock options exercised for the years ended December 31, 2024, 2023 and 2022 was $0.4 million, $1.0 million, and $2.0 million, respectively. Cash received from stock options exercised for the years ended December 31, 2024, 2023 and 2022 was $0.8 million, $1.6 million, and $3.5 million, respectively, with related tax benefits of $0.2 million, $0.4 million, and $0.8 million, respectively. The total amount of stock options vested is 114,270 shares with a weighted-average exercise price of $38.93 and an aggregate intrinsic value of $2.8 million. There were no unvested stock options as of December 31, 2024. These stock options have a weighted-average remaining contractual term of 4.1 years.

The share-based compensation cost expensed for stock options for the years ended December 31, 2024, 2023, and 2022 (before tax benefits) was zero, zero, and $0.3 million, respectively, and is included in selling, general and administrative expenses on the consolidated income statements. At December 31, 2024, there were no remaining unrecognized compensation cost related to stock options. The total fair value of stock options vested during the years ended December 31, 2024, 2023, and 2022 was zero, zero, and $0.8 million, respectively.

We typically apply fair value accounting for stock-based compensation based on the grant date fair value estimated using a Black-Scholes-Merton (“Black-Scholes”) valuation model. There were no stock options granted under the 2024 Plan or the 2020 Plan for the years ended December 31, 2024, 2023, and 2022.

We recognize compensation expense, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award. We have award populations with option vesting terms of three and four years. We estimate the forfeiture rate based on our historic experience, attempting to determine any discernible activity patterns. The expected life computation is based on historic exercise patterns and post-vesting termination behavior. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is derived from historical volatility of our common stock. We suspended payments of dividends after the first quarter of 2011.

We granted restricted stock units (“RSUs”) to certain officers, key employees and non-employee directors of 144,775, 110,067, and 118,847 RSUs during the years ended December 31, 2024, 2023, and 2022, respectively, with weighted-average grant date fair values (equal to the fair market value of our stock on the date of grant) of $56.43, $51.57, and $51.76 per share, respectively. RSUs represent a right to receive a share of stock at future vesting dates with no cash payment required from the holder. The RSUs typically have a three year vesting term of 33.3%, 33.3% and 33.4% on the first, second and third anniversaries of the date of grant, respectively. If an employee terminates employment, their non-vested portion of the RSUs will not vest and all rights to the non-vested portion will terminate.

Restricted stock unit activity for the year ended December 31, 2024 was as follows:


	Number of Restricted Stock Units	Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2024	209,814	$	49.46
Granted	144,775	$	56.43
Vested	(89,403)	$	52.48
Forfeited	(17,922)	$	53.74
Outstanding at December 31, 2024	247,264	$	52.14

The share-based compensation cost expensed for RSUs for the years ended December 31, 2024, 2023, and 2022 (before tax benefits) was $5.0 million, $4.5 million, and $3.8 million respectively, and is included in selling, general and administrative expenses on the consolidated income statements. At December 31, 2024, total unrecognized compensation cost (before tax benefits) related to RSUs of $7.7 million is expected to be recognized over a weighted average period of 1.7 years. The total fair value of RSUs vested for the years ended December 31, 2024, 2023, and 2022 was $4.8 million, $3.9 million, and $3.5 million, respectively. The tax benefit realized from vested RSUs for the years ended December 31, 2024, 2023, and 2022 was $1.1 million, $0.9 million, and $0.8 million, respectively.

We granted performance stock awards (“PSUs”) to certain key employees of 156,565, 160,852, and 111,654 PSUs during the years ended December 31, 2024, 2023, and 2022, respectively, with weighted-average grant date fair values of $63.45, $40.51, and $48.18 per share, respectively. PSU awards are subject to the attainment of performance goals established by the Compensation Committee, the periods during which performance is to be measured, and all other limitations and conditions applicable to the awarded shares. Performance goals are based on a pre-established objective formula that specifies the manner of determining the number of PSUs that will be granted if performance goals are attained. If an employee terminates employment, their non-vested portion of the PSUs will not vest and all rights to the non-vested portion will terminate.

Performance stock activity for the year ended December 31, 2024 was as follows:


	Number of Performance Stock Units	Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2024	269,188	$	50.52
Granted	156,565	$	63.45

Vested	(129,905)	$	60.54
Forfeited	(35,564)	$	28.09
Outstanding at December 31, 2024	260,284	$	56.36

The share-based compensation cost expensed for PSUs for the years ended December 31, 2024, 2023, and 2022 (before tax benefits) was $8.4 million, $6.9 million and $5.1 million, respectively, and is included in selling, general and administrative expenses on the consolidated income statements. At December 31, 2024, total unrecognized compensation cost (before tax benefits) related to PSUs of $11.8 million is expected to be recognized over a weighted-average period of 1.6 years. The total fair value of PSUs vested during the years ended December 31, 2024, 2023, and 2022, was $6.4 million, $8.5 million, and $4.4 million, respectively. The tax benefit realized from PSUs for the years ended December 31, 2024, 2023, and 2022 were $1.5 million, $2.0 million, and $1.1 million, respectively.

As permitted under the 2020 Plan, performance-based with market condition cash settled long-term incentive awards (“Performance-Based Cash LTIPs”) were granted in 2023 and 2022. Performance-Based Cash LTIPs will be settled in cash and are subject to the attainment of performance goals established by the Compensation Committee (including achievement of relative total shareholder return market condition), the periods during which performance is to be measured, and all other limitations and conditions applicable to the Performance-Based Cash LTIPs’ values. Performance goals are based on a pre-established objective formula that specifies the manner of determining the value of the Performance-Based Cash LTIPs that will be issued if performance goals are attained. If an employee terminates employment, their non-vested portion of the Performance-Based Cash LTIPs will not vest and all rights to the non-vested portion of the Performance-Based Cash LTIPs will terminate. The Compensation Committee administers the Performance-Based Cash LTIPs. The share-based compensation expense recorded for the Performance-Based Cash LTIPs for the years ended December 31, 2024, 2023, and 2022 (before tax benefits) was $3.7 million, $2.7 million, and $1.2 million, respectively.