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Equity Incentive Plans
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans

Note 6. Equity Incentive Plans

In April 2009, the Company’s shareholders approved the Wilson Bank Holding Company 2009 Stock Option Plan (the “2009 Stock Option Plan”). The 2009 Stock Option Plan was effective as of April 14, 2009. Under the 2009 Stock Option Plan, awards could be in the form of options to acquire common stock of the Company. Subject to adjustment as provided by the terms of the 2009 Stock Option Plan, the maximum number of shares of common stock with respect to which awards could be granted under the 2009 Stock Option Plan was 100,000 shares. The 2009 Stock Option Plan terminated on April 13, 2019, and no additional awards may be issued under the 2009 Stock Option Plan. The awards granted under the 2009 Stock Option Plan prior to the plan's expiration will remain outstanding until exercised or otherwise terminated. As of September 30, 2024, the Company had outstanding 1,767 options under the 2009 Stock Option Plan with a weighted average exercise price of $36.47.

During the second quarter of 2016, the Company’s shareholders approved the Wilson Bank Holding Company 2016 Equity Incentive Plan, which authorizes awards of up to 750,000 shares of common stock. The 2016 Equity Incentive Plan was approved by the Board of Directors and effective as of January 25, 2016 and approved by the Company’s shareholders on April 12, 2016. On September 26, 2016, the Board of Directors approved an amendment and restatement of the 2016 Equity Incentive Plan (as amended and restated the “2016 Equity Incentive Plan”). Except for certain limitations, awards can be in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards. As of September 30, 2024, the Company had 163,229 shares remaining available for issuance under the 2016 Equity Incentive Plan. As of September 30, 2024, the Company had outstanding 206,452 options with a weighted average exercise price of $57.57, 148,152 cash-settled stock appreciation rights with a weighted average exercise price of $54.95, 301 restricted share awards, 24,482 restricted share unit awards, and 738 performance share unit awards under the 2016 Equity Incentive Plan.

Stock Options and Stock Appreciation Rights

As of September 30, 2024, the Company had outstanding 208,219 stock options with a weighted average exercise price of $57.39 and 148,152 cash-settled stock appreciation rights with a weighted average exercise price of $54.95.

The following table summarizes information about stock options and cash-settled SARs activity for the nine months ended September 30, 2024 and 2023:

 

 

September 30, 2024

 

 

September 30, 2023

 

 

 

Shares

 

 

Weighted Average Exercise Price

 

 

Shares

 

 

Weighted Average Exercise Price

 

Options and SARs outstanding at beginning of period

 

 

371,994

 

 

$

56.15

 

 

 

414,778

 

 

$

55.13

 

Granted

 

 

1,667

 

 

 

71.50

 

 

 

5,000

 

 

 

69.00

 

Exercised

 

 

(14,557

)

 

 

51.60

 

 

 

(28,092

)

 

 

47.23

 

Forfeited or expired

 

 

(2,733

)

 

 

60.09

 

 

 

(5,167

)

 

 

60.35

 

Outstanding at end of period

 

 

356,371

 

 

$

56.38

 

 

 

386,519

 

 

$

55.82

 

Options and SARs exercisable at September 30

 

 

218,872

 

 

$

52.41

 

 

 

181,906

 

 

$

48.72

 

 

As of September 30, 2024, there was $2,389,000 of total unrecognized cost related to non-vested stock options and SARs granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of 2.28 years.

Time-based Vesting Restricted Shares and Restricted Share Units

A summary of restricted share awards activity for the nine months ended September 30, 2024 and 2023 is as follows:

 

 

 

September 30, 2024

 

 

September 30, 2023

 

 

 

Shares

 

 

Weighted Average Cost

 

 

Shares

 

 

Weighted Average Cost

 

Outstanding at beginning of period

 

 

301

 

 

$

66.70

 

 

 

1,075

 

 

$

64.03

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2024

 

 

301

 

 

$

66.70

 

 

 

1,075

 

 

$

64.03

 

A summary of restricted share unit awards activity for the nine months ended September 30, 2024 and 2023 is as follows:

 

 

 

September 30, 2024

 

 

September 30, 2023

 

 

 

Shares

 

 

Weighted Average Cost

 

 

Shares

 

 

Weighted Average Cost

 

Outstanding at beginning of period

 

 

14,458

 

 

$

69.00

 

 

 

 

 

$

 

Granted

 

 

13,957

 

 

 

71.59

 

 

 

14,833

 

 

 

69.00

 

Vested

 

 

(2,725

)

 

 

69.00

 

 

 

 

 

 

 

Forfeited

 

 

(1,208

)

 

 

69.78

 

 

 

 

 

 

 

Outstanding at September 30, 2024

 

 

24,482

 

 

$

70.44

 

 

 

14,833

 

 

$

69.00

 

 

The restricted shares and restricted share units vest over various time periods. As of September 30, 2024, there was $12,000 of total unrecognized compensation cost related to non-vested restricted share awards. The cost is expected to be expensed over a weighted-average period of 1.13 years. As of September 30, 2024, there was $1,406,000 of total unrecognized compensation cost related to non-vested restricted share units. The cost is expected to be expensed over a weighted-average period of 3.91 years.

Performance-Based Vesting Restricted Stock Units ("PSUs")

The Company awards PSUs to officers and employees of the Bank. Under the terms of the awards, the number of units that will be earned and thereafter settled in shares of the Company's common stock will be based on the employee's performance against certain performance metrics over a fixed three-year performance period. Compensation expense for PSUs is estimated each period based on the fair value of the Company's common stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards.

A summary of the PSUs activity for the nine months ended September 30, 2024 and 2023 is as follows:

 

 

 

September 30, 2024

 

 

September 30, 2023

 

 

 

Shares

 

 

Weighted Average Cost

 

 

Shares

 

 

Weighted Average Cost

 

Outstanding at beginning of period

 

 

1,107

 

 

$

67.85

 

 

 

 

 

$

 

Granted

 

 

 

 

 

 

 

 

1,107

 

 

 

67.85

 

Vested

 

 

(369

)

 

 

67.85

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2024

 

 

738

 

 

$

67.85

 

 

 

1,107

 

 

$

67.85

 

 

 

Grant Year

 

Grant Price

 

 

Applicable Performance Period

 

Period in which units to be settled

 

PSUs Outstanding

 

2023

 

$

67.85

 

 

2023-2025

 

2024-2026

 

 

738

 

 

As of September 30, 2024, there was $32,000 of total unrecognized compensation cost related to non-vested PSUs. The cost is expected to be expensed over a weighted-average period of 1.34 years.