Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION (Dollars In Thousands, Except Share and Per Share Amounts)

Arrow has established three stock-based compensation plans: a Long Term Incentive Plan, an Employee Stock Purchase Plan (ESPP) and an Employee Stock Ownership Plan (ESOP). All share and per share data have been adjusted for the September 26, 2023 3% stock dividend.

Long Term Incentive Plan

The Long Term Incentive Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units, performance units and performance shares. The Compensation Committee of the Board of Directors administers the Long Term Incentive Plan.

Stock Options - Options may be granted at a price no less than the greater of the par value or fair market value of such shares on the date on which such option is granted, and generally expire ten years from the date of grant.  The options usually vest over a four-year period.

The following table summarizes information about stock option activity for the year to date period ended March 31, 2024:

	Shares	Weighted Average Exercise Price
Outstanding at January 1, 2024	305,308	$	28.96
Exercised	(6,060)	18.97
Forfeited	(7,979)	25.81
Outstanding at March 31, 2024	291,269	29.25
Vested at Period-End	230,561	28.65
Expected to Vest	60,708	31.54

The following table presents information on the amounts expensed related to stock options for the three month periods ended March 31, 2024 and 2023:

	For the Three Months Ended March 31,
	2024		2023
Amount expensed	$	78	$	85

Restricted Stock Units - Historically, the Company has granted restricted stock units which give the recipient the right to receive shares of Company stock upon vesting. The fair value of each restricted stock unit is the market value of Company stock on the date of grant. 100% of the restricted stock unit awards vest three years from the grant date, unless vested or forfeited prior to vesting in accordance with the terms of the award. Once vested, the restricted stock units are no longer forfeitable. Vested units settle upon retirement, as defined in the Arrow retirement plan, of the recipient. Unvested restricted stock unit awards will generally be forfeited if the recipient ceases to be employed by the Company, with limited exceptions.

There was no RSU activity for the three month period ended March 31, 2024 and there were no non-vested restricted stock units at any time during the three month period ended March 31, 2024. The following table summarizes information about restricted stock unit activity for the three month period ended March 31, 2023:

	Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested at January 1, 2023	13,925	30.47
Granted	5,164	31.47
Vested	(4,307)	31.35
Non-vested at March 31, 2023	14,782	30.56

The following table presents information on the amounts expensed related to restricted stock units for the periods ended March 31, 2024 and 2023:

	For the Three Months Ended March 31,
	2024		2023
Amount expensed	$	—	$	37

Employee Stock Purchase Plan

In April 2023, Arrow suspended the operation of the prior ESPP (the "Prior ESPP") as a result of the now resolved delay in filing the Annual Report on Form 10-K for the year ended December 21, 2022 (the "2022 Form 10-K") and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the "2023 Q1 Form 10-Q") and the related effects under applicable securities laws. In October 2023, the Board of Directors approved the adoption of a new ESPP intended to satisfy the requirements of Section 423 of the Internal Revenue Code, which was effective January 1, 2024 (the "Qualified ESPP"). Under the Qualified ESPP, the amount of the discount is 10%. Under the Prior ESPP, participating employees purchased Arrow's common stock at a 5% discount below market price. Under current accounting guidance, a stock purchase plan with a discount of 5% or less is not considered a compensatory plan. The Qualified ESPP is considered a compensatory plan. The Qualified ESPP will be submitted to the Arrow shareholders for approval at the next annual meeting of shareholders on June 5, 2024. In the event the shareholders of the Company do not approve the Qualified ESPP at the annual meeting: (i) the Qualified ESPP shall immediately terminate; (ii) all amounts contributed by each participant in the Qualified ESPP which have not been used to purchase shares of the Company's common stock will be returned to such participant as soon as practicable; and (iii) purchases under the Qualified ESPP made from the January 1, 2024 inception date through the date of termination of the Qualified ESPP shall not be treated as purchased pursuant to an employee stock purchase plan that satisfies Section 423 of the Code and participants would not qualify for favorable tax treatment of such purchases.

Employee Stock Ownership Plan

Arrow maintains an ESOP, pursuant to which substantially all employees of Arrow and its subsidiaries are eligible to participate upon satisfaction of applicable service requirements. The Company may make, and historically has made, an cash contribution to the ESOP each year.