Note 16 - Employee Benefits

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Retirement Benefits [Text Block]

NOTE 16.  EMPLOYEE BENEFITS

Retirement Plans:  We have defined contribution profit-sharing plans with 401(k) provisions covering substantially all employees.  Contributions to the plans are at the discretion of the Board of Directors.  Contributions made to the plans and charged to expense were $829,000, $792,000 and $678,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

Employee Stock Ownership Plan:  We have an Employee Stock Ownership Plan (“ESOP”), which enables eligible employees to acquire shares of our common stock.  The cost of the ESOP is borne by us through annual contributions to an Employee Stock Ownership Trust in amounts determined by the Board of Directors.

The expense recognized by us is based on cash contributed or committed to be contributed by us to the ESOP during the year.  Contributions to the ESOP for the years ended December 31, 2022, 2021 and 2020 were $1.2 million, $882,000 and $816,000 respectively.  Dividends paid by us to the ESOP are reported as a reduction of retained earnings.  The ESOP owned 549,330 shares of our common stock at  December 31, 2022and 547,858 shares of common stock at  December 31, 2021, all of which were purchased at the prevailing market price and are considered outstanding for earnings per share computations.

The purchase of unallocated ESOP shares is shown as a reduction of shareholders' equity, similar to a purchase of treasury stock. The loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP reported as a liability on the Company's Consolidated Balance Sheets. Cash dividends on allocated shares (those credited to ESOP participants' accounts) are recorded as a reduction of shareholders' equity and distributed directly to participants' accounts.  Cash dividends on unallocated shares (those held by the ESOP not yet credited to participants' accounts) are used to pay a portion of the ESOPs debt service requirements.  

Unallocated ESOP shares will be allocated to ESOP participants ratably as the ESOP's loan is repaid. When the shares are committed to be released and become available for allocation to plan participants, the then fair value of such shares will be charged to compensation expense. 

The ESOP shares as of December 31 are as follows:

	At December 31,
	2022		2021
Allocated shares		528,628		504,154
Shares committed to be released		20,702		23,002
Unallocated shares		—		20,702
Total ESOP shares		549,330		547,858
Market value of unallocated shares (in thousands)	$	—	$	568

Supplemental Executive Retirement Plans:  We have certain non-qualified Supplemental Executive Retirement Plans (“SERP”) with certain senior officers, which provide participating officers with an income benefit payable at retirement age or death.  The liabilities accrued for the SERP’s at December 31, 2022 and 2021 were $11.3 million and $10.3 million, respectively, which are included in other liabilities.  Included in salaries, commissions and employee benefits was $1.2 million, $967,000 and $787,000 expense related to these SERPs for the years December 31, 2022, 2021 and 2020, respectively.

Share-Based Compensation:  The 2014 Long-Term Incentive Plan (“2014 LTIP”) was adopted by our shareholders in May 2014 to enhance the ability of the Company to attract and retain exceptionally qualified individuals to serve as key employees. The LTIP provides for the issuance of up to 800,000 shares of common stock, in the form of equity awards including stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights ("SARs"), performance units, other share-based awards or any combination thereof, to our key employees. Stock options awarded under the 2009 Officer Stock Option Plan and the 1998 Officer Stock Option Plan (collectively, the “Plans”) were not altered by the 2014 LTIP and remain subject to the

terms of the Plans.  However, under the terms of the 2014 LTIP, all shares of common stock remaining issuable under the Plans at the time the 2014 LTIP was adopted ceased to be available for future issuance.

Under the 2014 LTIP and the Plans, stock options, SARs and RSUs have generally been granted with an exercise price equal to the fair value of Summit's common stock on the grant date. We periodically grant share based compensation to individual employees.

There were no grants of SARS or stock options during 2022 or 2020. During 2021, we granted 54,947 SARs with a $8.97 grant date fair value per SAR that become exercisable ratably over seven years (14.3% per year) and expire ten years after the grant date. Also during 2021, we granted 122,542 SARs with a $8.40 grant date fair value per SAR that become exercisable ratably over five years (20% per year) and expire ten years after the grant date. 

The fair value of our employee stock options and SARs granted under the Plans is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options and SARs granted but are not considered by the model. Because our employee stock options and SARs have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options and SARs at the time of grant. The assumptions used to value SARs granted in 2021 is as follows:

	2021 Grants
	7 year expiration			5 year expiration
Risk-free interest rate		1.06	%		0.74	%
Expected dividend yield		3.00	%		3.00	%
Expected common stock volatility		55.59	%		55.59	%
Expected life (in years)		7			5.5

A summary of SAR and option activity during 2020, 2021 and 2022 is as follows:

						Weighted Average
Dollars in thousands, except per share amounts	SARs/Options			Aggregate Intrinsic Value		Remaining Contractual Term (Yrs.)		Exercise Price
Outstanding, December 31, 2019		330,703						$	20.44
Granted		—							—
Exercised		(1,400	)						12.01
Forfeited		—							—
Expired		(100	)						18.26
Outstanding, December 31, 2020		329,203						$	20.47
Granted		177,489							21.85
Exercised		(14,900	)						8.92
Forfeited		—							—
Expired		—							—
Outstanding, December 31, 2021		491,792						$	21.32
Granted		—							—
Exercised		(18,580	)						20.21
Forfeited		—							—
Expired		—							—
Outstanding, December 31, 2022		473,212		$	1,760		5.98	$	21.36
Exercisable Options/SARs:
December 31, 2022		259,037		$	1,262		4.57	$	20.33
December 31, 2021		204,116			1,683		4.81		19.20
December 31, 2020		177,875			1,118		5.27		17.07

The total intrinsic value of options and SARs exercised in 2022, 2021 and 2020 was $172,000, $255,000 and $9,000, respectively. The total fair value of options and SARs vested during 2022, 2021 and 2020 was $672,000, $396,000 and $596,000, respectively.

Grants of RSUs include time-based vesting conditions that generally vest ratably over a period of 3 to 5 years. During 2022, we granted 707 RSUs which will vest ratably over 3 years. During 2021, we granted 1,500 RSUs which will vest ratably over 3 years. During 2020, we granted 2,763 RSUs which will fully vest on the two years anniversary of the grant date and 10,995 RSUs which will vest ratably over 4 years. A summary of our RSU activity and related information is as follows.

Dollars in thousands, except per share amounts	RSUs			Weighted Average Grant Date Fair Value
Nonvested, December 31, 2019		2,892		$	25.93
Granted		13,758			19.63
Forfeited		—			—
Vested		(964	)		25.93
Nonvested, December 31, 2020		15,686		$	20.40
Granted		1,500			27.63
Forfeited		—			—
Vested		(4,171	)		20.38
Nonvested, December 31, 2021		13,015		$	21.24
Granted		707			28.28
Forfeited		(313	)		26.63
Vested		(6,205	)		22.65
Nonvested, December 31, 2022		7,204		$	20.49

Total stock compensation expense for all share-based arrangements totaled $624,000, $646,000 and $527,000 for the years ended December 31, 2022, 2021 and 2020, respectively, and the related income tax benefits recognized in 2022, 2021 and 2020 were $150,000, $155,000 and $127,000 respectively. We recognize compensation expense based on the estimated number of stock awards expected to actually vest, exclusive of the awards expected to be forfeited. At December 31, 2022, our total unrecognized compensation expense related to all nonvested awards not yet recognized totaled $1.6 million and on a weighted- average basis, will be recognized over the next 1.87 years.