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 June 30, 2024, the Company had 1,614,517 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.

Under the 2021 Plan, the Company grants restricted stock units under compensation arrangements for the benefit of employees, senior and 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 six-months ended June 30, 2024 and 2023.


	For the Six-Months Ended June 30,
	2024					2023
	Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value		Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value
Balance at beginning of period		53,817		$	37.04		39,657		$	47.83
Grants		—			—		—			—
Vesting		—			—		—			—
Forfeited/expired		(2,389	)		34.80		(2,888	)		47.87
Balance at end of period		51,428		$	37.14		36,769		$	47.83

Also under the 2021 Plan, the Company awards performance-based restricted stock units (“PSUs”) to employees, senior and executive officers, and directors. 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 six-months ended June 30, 2024 and 2023.


	For the Six-Months Ended June 30,
	2024					2023
	Performance-Based Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value		Performance-Based Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value
Balance at beginning of period		75,227		$	40.24		47,082		$	48.00
Grants		—			—		—			—
Vesting		(20,532	)		48.91		—			—
Forfeited/expired		(2,493	)		35.21		(3,456	)		48.04
Balance at end of period		52,202		$	37.07		43,626		$	48.00

Under the 2021 Plan, the Company grants restricted stock awards under compensation arrangements for the benefit of employees, senior and executive officers and directors. Restricted stock awards are subject to time-based vesting. The total number of restricted stock awards granted represents the maximum number of shares of restricted stock eligible to vest based upon the service conditions set forth in the grant agreements.

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


	For the Six-Months Ended June 30,
	2024					2023
	Restricted Stock Outstanding			Weighted Average Grant Date Fair Value		Restricted Stock Outstanding			Weighted Average Grant Date Fair Value
Balance at beginning of period		25,190		$	27.79		24,813		$	36.21
Grants		22,950			30.51		25,190			27.79
Vesting		(25,190	)		27.79		(17,682	)		38.54
Forfeited/expired		—			—		(1,105	)		29.70
Balance at end of period		22,950		$	30.51		31,216		$	28.25

The total fair value of restricted stock vested for the six-months ended June 30, 2024 and 2023, was $1,418,000 and $510,000, respectively.

The Company recorded restricted stock unit, performance-based restricted stock unit and restricted stock award expense for employees of $391,000 and $420,000 for the three-months ended June 30, 2024 and 2023, respectively. The Company recorded restricted stock unit, performance-based restricted stock unit and restricted stock award expense for employees of $860,000 and $779,000 for the six-months ended June 30, 2024 and 2023, respectively. The Company recorded director expense related to these restricted stock grants of $175,000 and $167,000, for the three-months ended June 30, 2024 and 2023, respectively. The Company recorded director expense related to these restricted stock grants of $350,000 and $317,000, for the six-months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and 2023, there were $2,478,000 and $2,689,000, respectively, of total unrecognized compensation cost related to unvested restricted stock, restricted stock units and performance-based restricted stock units which is expected to be recognized over a weighted-average period of 1.06 years and 1.08 years, respectively. At June 30, 2024 and 2023, and December 31, 2023, there was $122,000, $92,000 and $124,000, respectively, accrued in other liabilities related to dividends declared to be paid upon vesting.

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 grants 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, or 33.3% of the options granted are vested and exercised after one year from the date of the grant and the remaining options are vested and exercised at a rate of 33.3% 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 six-months ended June 30, 2024 is presented in the table and narrative below:


	Shares			Weighted- Average Ex. Price
Outstanding, December 31, 2023		1,552,249		$	30.45
Granted		—			—
Exercised		(91,414	)		20.54
Cancelled		(54,795	)		33.42
Outstanding, June 30, 2024		1,406,040			30.97
Exercisable, June 30, 2024		850,354		$	26.23

The options outstanding at June 30, 2024 had exercise prices ranging between $16.95 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 $485,000 and $445,000 for the three-months ended June 30, 2024 and 2023, respectively. The Company recorded stock option expense totaling $969,000 and $889,000 for the six-months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, there was $4,232,000 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 1.33 years. The total fair value of shares vested during the six-months ended June 30, 2024 and 2023 was $521,000 and $1,048,000, respectively.