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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock–Based Compensation
 
A. General Information 
 
BMBC permits the issuance of stock options, dividend equivalents, performance stock awards, stock appreciation rights and restricted stock units or awards to employees and directors of the Corporation under several plans. The performance awards and restricted awards may be in the form of stock awards or stock units. Stock awards and stock units differ in that for a stock award, shares of restricted stock are issued in the name of the grantee, whereas a stock unit constitutes a promise to issue shares of stock upon vesting. The accounting for awards and units is identical. The terms and conditions of awards under the plans are determined by the Corporation’s Management Development and Compensation Committee.
 
Prior to April 25, 2007, all shares authorized for grant as stock-based compensation were limited to grants of stock options. On April 25, 2007, the shareholders approved BMBC’s “2007 Long-Term Incentive Plan” (the “2007 LTIP”) under which a total of 428,996 shares of BMBC’s common stock were made available for award grants. On April 28, 2010, the shareholders approved BMBC’s “2010 Long Term Incentive Plan” under which a total of 445,002 shares of BMBC’s common stock were made available for award grants, and on April 30, 2015, the shareholders approved an amendment and restatement of such plan (as amended and restated, the “2010 LTIP”) to, among other things, increase the number of shares available for award grants by 500,000 to 945,002.
 
In addition to the shareholder-approved plans mentioned in the preceding paragraph, BMBC periodically authorizes grants of stock-based compensation as inducement awards to new employees. This type of award does not require shareholder approval in accordance with Rule 5635(c)(4) of the Nasdaq listing rules.
 
The equity awards are authorized to be in the form of, among others, options to purchase BMBC’s common stock, time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”).
 
RSUs have a restriction based on the passage of time. The grant date fair value of the RSUs is based on the closing price on the date of the grant.
 
PSUs have a restriction based on the passage of time and also have a restriction based on a performance criteria. The performance criteria may be a market-based criteria measured by BMBC’s total shareholder return (“TSR”) relative to the performance of the community bank index for the respective period. The fair value of the PSUs based on BMBC’s TSR relative to the performance of a designated peer group or the NASDAQ Community Bank Index is calculated using the Monte Carlo Simulation method. The performance criteria may also be based on a non-market-based criteria such as return on average equity, return on average common tangible equity or cumulative annual growth rate of EPS, relative to that designated peer group. The grant date fair value of these non-market-based PSUs is based on the closing price of BMBC’s stock on the date of the grant. PSU grants may have a vesting percent ranging from 0% to 150%.
The following table summarizes the remaining shares authorized to be granted under the 2010 LTIP:
 Shares
Authorized for
Grant
Balance, December 31, 2017479,953 
Grants of RSUs(38,806)
Grants of PSUs(40,722)
Forfeitures of PSUs5,679 
Forfeitures of RSUs1,515 
Balance, December 31, 2018407,619 
Grants of RSUs(71,716)
Grants of PSUs(72,273)
Non-vesting PSUs(1)
12,689 
PSUs added by performance factor(2)
(3,688)
Forfeitures of PSUs17,150 
Forfeitures of RSUs9,461 
Balance, December 31, 2019299,242 
Grants of RSUs(26,818)
Grants of PSUs(53,685)
Forfeitures of PSUs2,589 
Forfeitures of RSUs1,653 
Balance, December 31, 2020222,981 

(1) Non-vesting PSUs represent PSUs that did not meet their performance criteria, were cancelled and are available for future grant.

(2) PSUs added by performance factor represent additional PSUs that vested as a result of performance factor exceeding the target performance at which they were granted.

B. Fair Value of Options Granted
 
No stock options were granted or assumed during the years ended December 31, 2020, 2019 and 2018.
 
C. Other Stock Option Information

The following table provides information about options outstanding:
 For the Year Ended December 31,
 202020192018
 SharesWeighted
Average
Exercise
Price		Weighted
Average
Grant Date
Fair Value		SharesWeighted
Average
Exercise
Price		Weighted
Average
Grant Date
Fair Value		SharesWeighted
Average
Exercise
Price		Weighted
Average
Grant Date
Fair Value
Options outstanding, beginning of period901 $19.33 $16.78 50,601 $18.28 $4.68 115,246 $20.73 $4.86 
Expired— — — — — — — — — 
Exercised(676)19.67 18.06 (49,700)18.26 4.46 (64,645)22.65 5.00 
Options outstanding, end of period225 18.33 12.93 901 19.33 16.78 50,601 18.28 4.68 
 
The following table provides information related to options as of December 31, 2020: 
Range of Exercise
Prices		Options
Outstanding
and Exercisable		Remaining
Contractual
Life (in years)
Weighted
Average
Exercise
Price(1)
18.33 to18.33 225 3.0518.33 

(1) Price of exercisable options.

For the years ended December 31, 2020, 2019 and 2018 there are no unvested options.
 
Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:
 Year Ended December 31,
(dollars in thousands)202020192018
Proceeds from strike price of value of options exercised$12 $907 $1,464 
Related tax benefit recognized2 212 312 
Proceeds of options exercised$14 $1,119 $1,776 
Intrinsic value of options exercised$12 $1,010 $1,512 
 
The following table provides information about options outstanding and exercisable options:
 As of December 31,
 202020192018
(dollars in thousands, except share data and exercise price)Options
Outstanding		Exercisable
Options		Options
Outstanding		Exercisable
Options		Options
Outstanding		Exercisable
Options
Number225 225 901 901 50,601 50,601 
Weighted average exercise price$18.33 $18.33 $19.33 $19.33 $18.28 $18.28 
Aggregate intrinsic value$3 $3 $20 $20 $1,478 $1,478 
Weighted average contractual term3.1 years3.1 years2.6 years2.6 years0.7 years0.7 years
 
As of December 31, 2020, all compensation expense related to stock options has been recognized.
 
D. RSUs and PSUs
 
BMBC has granted RSUs and PSUs under the 2007 LTIP and 2010 LTIP and in accordance with Rule 5635(c)(4) of the Nasdaq listing standards.
 
RSUs
 
Compensation expense for RSUs is measured based on the market price of the stock on the day prior to the grant date and is recognized on a straight-line basis over the vesting period.

For the year ended December 31, 2020, the Corporation recognized $1.7 million of expense related to BMBC’s RSUs. As of December 31, 2020, there was $2.0 million of unrecognized compensation cost related to RSUs. This cost will be recognized over a weighted average period of 1.6 years.

During the first quarter of 2019, the Corporation adopted a voluntary Years of Service Incentive Program (the "Incentive Program") which offered certain benefits to eligible employees who met the Incentive Program requirements and voluntarily exited from service with the Corporation during 2019. As part of the Incentive Program, the Corporation elected to waive the service requirement as an RSU vesting condition for employees who held RSUs and chose to participate in the Incentive Program. As a result, 3,494 RSUs were modified which resulted in $112 thousand of incremental expense recognized during the three months ended March 31, 2019.
The following table details the RSUs for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
 202020192018
 Number of SharesWeighted
Average
Grant Date
Fair Value		Number of SharesWeighted
Average
Grant Date
Fair Value		Number of SharesWeighted
Average
Grant Date
Fair Value
Beginning balance115,466 $38.57 76,746 $39.71 75,707 $35.80 
Granted26,818 36.58 71,716 36.28 38,806 42.23 
Vested(25,785)39.00 (23,535)34.66 (36,252)34.38 
Forfeited(1,653)39.12 (9,461)40.23 (1,515)36.52 
Ending balance114,846 38.00 115,466 38.57 76,746 39.71 
 
PSUs
 
Compensation expense for PSUs is measured based on their grant date fair value as calculated using either the Monte Carlo Simulation for market-based performance criteria or on the closing price of BMBC’s stock on the date of the grant for non-market-based performance criteria grants and is recognized on a straight-line basis over the vesting period. The grant date fair value of each market-based criteria grant is determined independently using the Monte Carlo Simulation. All 53,685 PSUs granted in 2020 were non-market-based performance criteria grants.
 
The Corporation recognized $1.3 million of expense related to the PSUs for the year ended December 31, 2020. As of December 31, 2020, there was $2.3 million of unrecognized compensation cost related to PSUs. This cost will be recognized over a weighted average period of 1.7 years.

As part of the Incentive Program, the Corporation elected to waive the service requirement as a PSU vesting condition for employees who held PSUs and chose to participate in the Incentive Program. As a result, 8,208 PSUs were modified which resulted in $250 thousand of incremental expense recognized during the three months ended March 31, 2019.
 
The following table details the PSUs for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
202020192018
Number of SharesWeighted
Average
Grant Date
Fair Value		Number of SharesWeighted
Average
Grant Date
Fair Value		Number of SharesWeighted
Average
Grant Date
Fair Value
Beginning balance136,271 $37.87 121,656 $36.82 168,453 $— 
Granted53,685 35.90 72,273 34.26 40,722 44.56 
Vested(1)
(37,456)36.79 (31,507)29.38 (81,840)16.40 
Added by performance factor— — 3,688 30.45 — — 
Non-vesting(2)
— — (12,689)27.13 — — 
Forfeited(2,589)39.72 (17,150)37.15 (5,679)28.79 
Ending balance149,911 37.60 136,271 37.87 121,656 36.82 

(1) Includes an aggregate of 39 shares paid in cash in lieu of fractional shares for the year ended December 31, 2019 .
(2) Non-vesting PSUs represent PSUs that did not meet their performance criteria, were cancelled and are available for future grant.