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Stock Based Compensation
3 Months Ended
Mar. 31, 2022
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-based Compensation

Note 8 - Stock Based Compensation

On April 27, 2021, the Company’s shareholders approved the 2021 Omnibus Stock and Incentive Plan (“2021 Plan”) and reserved 2,500,000 shares of the Company’s common stock for issuance under this plan. At March 31, 2022, the Company had 2,208,271 shares of stock remaining for issuance under the plan. The 2021 Plan supersedes all prior stock option and restricted stock plans with shares previously reserved for issuance under such plans cancelled.

Restricted Stock Units

Under the 2021 Plan, the Company grants restricted stock units under compensation arrangements for the benefit of employees, executive officers and directors. Restricted stock unit grants are subject to time-based vesting. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the service conditions set forth in the grant agreements. The following table summarizes information about the changes in restricted stock units for the three-months ended March 31, 2022. There was no restricted stock unit activity for the three-months ended March 31, 2021.

 

 

 

For the three-months ended

 

 

 

March 31, 2022

 

 

 

Restricted
Stock Units
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance at beginning of period

 

 

22,597

 

 

$

48.91

 

Grants

 

 

 

 

 

 

Vesting

 

 

 

 

 

 

Forfeited/expired

 

 

 

 

 

 

Balance at end of period

 

 

22,597

 

 

$

48.91

 

 

Also under the 2021 Plan, the Company awards performance-based restricted stock units ("PSUs") to executive officers and other officers and employees. Under the terms of the award, the number of units that will vest and convert to shares of common stock will be based on the extent to which the Company achieves specific performance criteria during the fixed three-year performance period. The number of shares issued upon vesting will range from 0% to 200% of the PSUs granted. The PSUs vest at the end of a three-year period based 50% each on average adjusted earnings per share growth and return on average assets as reported, adjusted for unusual gains/losses, merger expenses, and other items as approved by the compensation committee of the Company's board of directors. Performance for each period is measured relative to other U.S. publicly traded banks with $10 billion to $50 billion in assets. Compensation expense for the PSUs will be estimated each period based on the fair value of the stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the vesting period of the awards.

The following table summarizes information about the changes in PSUs as of and for the three-months ended March 31, 2022. There was no PSU activity during the three-months ended March 31, 2021.

 

 

 

For the three-months ended

 

 

 

March 31, 2022

 

 

 

Performance-Based Restricted
Stock Units
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance at beginning of period

 

 

22,597

 

 

$

48.91

 

Grants

 

 

 

 

 

 

Vesting

 

 

 

 

 

 

Forfeited/expired

 

 

 

 

 

 

Balance at end of period

 

 

22,597

 

 

$

48.91

 

 

Restricted Stock Awards

The following table summarizes information about vested and unvested restricted stock.

 

 

 

For the three-months ended March 31,

 

 

 

2022

 

 

2021

 

 

 

Restricted
Stock
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Restricted
Stock
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance at beginning of period

 

 

46,598

 

 

$

35.75

 

 

 

95,888

 

 

$

29.89

 

Grants

 

 

615

 

 

 

49.60

 

 

 

 

 

 

 

Vesting

 

 

(3,161

)

 

 

32.06

 

 

 

(993

)

 

 

34.55

 

Forfeited/expired

 

 

(200

)

 

 

29.70

 

 

 

(479

)

 

 

34.55

 

Balance at end of period

 

 

43,852

 

 

$

36.24

 

 

 

94,416

 

 

$

29.82

 

 

The total fair value of restricted stock vested for the three-months ended March 31, 2022 and 2021, was $148,000 and $39,000, respectively.

The Company recorded consolidated restricted stock, restricted stock unit and performance-based restricted stock unit expense for employees of $426,000 and $290,000 for the three-months ended March 31, 2022 and 2021, respectively. The Company recorded director expense related to these restricted stock grants of $170,000 and $150,000, for the three-months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022 and 2021, there were $2,436,000 and $1,701,000, respectively, of total unrecognized compensation cost related to consolidated unvested restricted stock, restricted stock units and performance-based restricted stock units which is expected to be recognized over a weighted-average period of 1.05 years and 1.44 years, respectively. At March 31, 2022 and 2021, and December 31, 2021, there was $59,000, $61,000 and $52,000, respectively, accrued in other liabilities related to dividends declared to be paid upon vesting.

Stock Option Plans

Prior to the approval of the 2021 Plan, the 2012 Incentive Stock Option Plan (the “2012 Plan”) provided for the granting of options to employees of the Company at prices not less than market value at the date of the grant. The 2012 Plan provided that options granted vest and are exercisable after two years from the date of grant and vest at a rate of 20% each year thereafter and have a 10-year term. The most recent grant from the 2021 Plan provided that 20% of the options granted vest and are exercisable after one year from the date of grant and the remaining options vest and are exercisable at a rate of 20% each year thereafter and have a 10-year term. Shares are issued under the 2012 Plan and the 2021 Plan from available authorized shares. An analysis of stock option activity for the three-months ended March 31, 2022 is presented in the table and narrative below:​​​​​​​

 

 

 

Shares

 

 

Weighted-
Average Ex. Price

 

Outstanding, December 31, 2021

 

 

1,669,976

 

 

$

25.11

 

Granted

 

 

 

 

 

 

Exercised

 

 

(172,751

)

 

 

18.27

 

Cancelled

 

 

(31,775

)

 

 

26.67

 

Outstanding, March 31, 2022

 

 

1,465,450

 

 

 

25.88

 

Exercisable, March 31, 2022

 

 

715,057

 

 

$

19.18

 

 

The options outstanding at March 31, 2022 had exercise prices ranging between $15.43 and $48.91. Stock options have been adjusted retroactively for the effects of stock dividends and splits.

The Company grants incentive stock options for a fixed number of shares with an exercise price equal to the fair value of the shares at the date of grant to employees.

The Company recorded stock option expense totaling $316,000 and $319,000 for the three-months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022, there was $4,083,000 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 1.80 years. The total fair value of shares vested during the three-months ended March 31, 2022 and 2021 was $65,000 and $31,000, respectively.