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Employee Benefit Plans
9 Months Ended
Sep. 30, 2022
Employee Benefit Plans  
Employee Benefit Plans

NOTE 11. Employee Benefit Plans

Stock Option Plans

The Company has maintained option plans and maintains an equity incentive plan, which allow for the grant of options to officers, employees and members of the Board of Directors. Grants of options under the Company’s plans generally vest over 3 years and must be exercised within 10 years of the date of grant. Transactions under the Company’s plans for the nine months ended September 30, 2022 are summarized in the following table:

    

    

    

Weighted

    

Weighted 

average

average 

remaining

Aggregate

exercise

contractual 

intrinsic

Shares

price

life in years

value

Outstanding at December 31, 2021

 

688,533

$

17.56

 

6.6

$

5,986,666

Options granted

 

 

 

 

Options exercised

 

(85,877)

 

16.24

 

 

Options forfeited

 

(13,496)

 

19.75

 

 

Options expired

 

 

 

 

Outstanding at September 30, 2022

 

589,160

$

17.70

 

6.0

$

4,367,893

Exercisable at September 30, 2022

463,676

$

17.17

 

5.5

$

3,682,762

On April 25, 2019, the Company adopted the 2019 Equity Compensation Plan providing for grants of up to 500,000 shares to be allocated between incentive and non-qualified stock options, restricted stock awards, performance units and deferred stock. The Plan replaced all previously approved and established equity plans then currently in effect. As of September 30, 2022, 281,500 options and 184,700 shares of restricted stock have been awarded from the plan. In addition, 15,496 unvested options and 12,400 unvested shares of restricted stock were cancelled and returned to the plan leaving 61,696 shares available for future grants.

The fair values of the options granted during the nine months ended September 30, 2021 were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions. There were no options granted during the three months ended September 30, 2022 or 2021, or during the nine months ended September 30, 2022:

For the nine months ended September 30, 

    

2022

    

2021

Number of options granted

 

 

89,000

Weighted average exercise price

$

$

19.21

Weighted average fair value of options

$

$

7.72

Expected life in years (1)

 

 

8.38

Expected volatility (2)

 

%  

 

43.69

%

Risk-free interest rate (3)

 

%  

 

1.14

%

Dividend yield (4)

 

%  

 

1.68

%

(1)The expected life of the options was estimated based on historical employee behavior and represents the period of time that options granted are expected to be outstanding.
(2)The expected volatility of the Company’s stock price was based on the historical volatility over the period commensurate with the expected life of the options.
(3)The risk-free interest rate is the U.S. Treasury rate commensurate with the expected life of the options on the date of grant.
(4)The expected dividend yield is the projected annual yield based on the grant date stock price.

Upon exercise, the Company issues shares from its authorized but unissued common stock to satisfy the options. The following table presents information about options exercised during the three and nine months ended September 30, 2022 and 2021:

For the three months ended September 30, 

For the nine months ended September 30, 

    

2022

    

2021

    

2022

    

2021

Number of options exercised

 

23,168

 

23,869

85,877

 

60,467

Total intrinsic value of options exercised

$

215,476

$

358,798

$

1,081,833

$

876,580

Cash received from options exercised

$

441,272

$

177,362

$

1,394,809

$

444,988

Tax deduction realized from options

$

64,826

$

66,291

$

325,469

$

178,904

The following table summarizes information about stock options outstanding and exercisable at September 30, 2022:

Options outstanding

Options exercisable

    

Weighted average 

    

Weighted 

    

    

Weighted

Options

remaining contractual 

average 

Options

average

Range of exercise prices

outstanding

life (in years)

exercise price

exercisable

exercise price

$6.01 - $12.00

 

108,261

 

2.8

$

9.06

 

108,261

$

9.06

$12.01 - $18.00

 

117,933

 

6.6

 

16.57

 

79,607

 

16.29

$18.01 - $24.00

 

362,966

 

6.8

 

20.64

 

275,808

 

20.60

Total

 

589,160

 

6.0

$

17.70

 

463,676

$

17.17

Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718, “Compensation - Stock Compensation,” requires an entity to recognize the fair value of equity awards as compensation expense over the period during which an employee is required to provide service in exchange for such an award (vesting period). Compensation expense related to stock options and the related income tax benefit for the three and nine months ended September 30, 2022 and 2021 are detailed in the following table:

For the three months ended September 30, 

For the nine months ended September 30, 

(In thousands)

    

2022

    

2021

2022

    

2021

Compensation expense

$

129

$

221

$

431

$

651

Income tax benefit

$

37

$

64

$

125

$

188

As of September 30, 2022, unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the Company’s plans totaled approximately $486 thousand. That cost is expected to be recognized over a weighted average period of 1.2 years.

Restricted Stock Awards

Restricted stock is issued under the 2019 Equity Compensation Plan to reward employees and directors and to retain them by distributing stock over a period of time. Restricted stock awards granted to date vest over a period of 4 years and are recognized as compensation to the recipient over the vesting period. The awards are recorded at fair market value at the time of grant and amortized into salary expense on a straight line basis over the vesting period. The following table summarizes nonvested restricted stock activity for the nine months ended September 30, 2022:

    

    

Average grant

Shares

date fair value

Nonvested restricted stock at December 31, 2021

 

119,487

$

21.00

Granted

 

73,000

 

27.54

Cancelled

 

(11,587)

 

23.29

Vested

 

(32,467)

 

20.07

Nonvested restricted stock at September 30, 2022

 

148,433

$

24.24

Restricted stock awards granted during the three and nine months ended September 30, 2022 and 2021 were as follows:

For the three months ended September 30, 

For the nine months ended September 30, 

    

2022

    

2021

2022

    

2021

Number of shares granted

 

2,000

 

8,000

73,000

 

48,000

Average grant date fair value

$

27.89

$

22.82

$

27.54

$

20.46

Compensation expense related to restricted stock for the three and nine months ended September 30, 2022 and 2021 is detailed in the following table:

For the three months ended September 30, 

For the nine months ended September 30, 

(In thousands)

    

2022

    

2021

2022

    

2021

Compensation expense

$

276

$

184

$

808

$

538

Income tax benefit

$

80

$

53

$

234

$

155

As of September 30, 2022, there was approximately $2.9 million of unrecognized compensation cost related to nonvested restricted stock awards granted under the Company’s equity plans. That cost is expected to be recognized over a weighted average period of 3.0 years.

401(k) Savings Plan

The Bank has a 401(k) savings plan covering substantially all employees. Under the Plan, an employee can contribute up to 75 percent of their salary on a tax deferred basis. The Bank may also make discretionary contributions to the Plan. The Bank contributed $207 thousand and $158 thousand to the Plan during the three months ended September 30, 2022 and 2021, respectively, and $630 thousand and $618 thousand during the nine months ended September 30, 2022 and 2021, respectively.

Deferred Compensation Plan

The Company has a deferred fee plan for Directors and eligible management. Directors of the Company have the option

to elect to defer up to 100 percent of their respective retainer and Board of Director fees, and each eligible member of

management has the option to elect to defer up to 100 percent of their total compensation. Director and executive deferred compensation totaled $50 thousand and $35 thousand during the three months ended September 30, 2022 and 2021, respectively, and $635 thousand and $551 thousand during the nine months ended September 30, 2022 and 2021, respectively. The interest paid on the deferred balances totaled $42 thousand and $34 thousand during the three months ended September 30, 2022 and 2021, respectively, and $119 thousand and $102 thousand during the nine months ended

September 30, 2022 and 2021, respectively. The fees distributed on the deferred balances totaled $4 thousand and $3 thousand during the three months ended September 30, 2022 and 2021, respectively, and $9 thousand during the nine months ended September 30, 2022 and 2021.

Benefit Plans

In addition to the 401(k) savings plan which covers substantially all employees, in 2015 the Company established an unfunded supplemental defined benefit plan to provide additional retirement benefits for the President and Chief Executive Officer (“CEO”) and unfunded, non-qualified deferred retirement plans for certain other key executives.

On June 4, 2015, the Company approved the Supplemental Executive Retirement Plan (“SERP”) pursuant to which the President and CEO is entitled to receive certain supplemental nonqualified retirement benefits. The retirement benefit under the SERP is an amount equal to sixty percent (60%) of the average of the President and CEO’s base salary for the thirty-six (36) months immediately preceding the executive’s separation from service after age 66, adjusted annually thereafter by a percentage equal to the Consumer Price Index as reported by the U.S. Bureau of Labor Statistics for All Urban Consumers (CPI-U). The total benefit is to be made payable in fifteen annual installments. The future

payments are estimated to total $7.2 million. A discount rate of four percent (4%) was used to calculate the present value

of the benefit obligation.

The President and CEO commenced vesting in this retirement benefit on January 1, 2014, and vests an additional three percent (3%) each year until fully vested on January 1, 2024. In the event that the President and CEO’s separation from service from the Company were to occur prior to full vesting, the President and CEO would be entitled to and shall be paid the vested portion of the retirement benefit calculated as of the date of separation from service. Notwithstanding the foregoing, upon a Change in Control, and provided that within 6 months following the Change in Control the President and CEO is involuntarily terminated for reasons other than “cause” or the President and CEO resigns for “good reason,” as such is defined in the SERP, or the President and CEO voluntarily terminates his employment after being offered continued employment in a position that is not a “Comparable Position,” as such is also defined in the SERP, the President and CEO shall become one hundred percent (100%) vested in the full retirement benefit.

No contributions or payments have been made during the three and nine months ended September 30, 2022. The following table summarizes the components of the net periodic pension cost of the defined benefit plan recognized during the three and nine months ended September 30, 2022 and 2021:

For the three months ended September 30, 

For the nine months ended September 30, 

(In thousands)

    

2022

    

2021

2022

    

2021

Service cost (1)

$

38

$

(35)

$

112

$

(69)

Interest cost

 

46

 

35

 

140

 

69

Amortization of prior service cost (2)

 

 

311

 

 

332

Net periodic benefit cost

$

84

$

311

$

252

$

332

(1)Reduction in service cost totaling $137 thousand in 2021 to be recognized over one year due to the recalculation of the President and CEO’s salary projection.
(2)Prior service cost fully amortized as of June 30, 2021.

The following table summarizes the changes in benefit obligations of the defined benefit plan during the nine months ended September 30, 2022 and 2021:

For the nine months ended September 30, 

(In thousands)

    

2022

    

2021

Benefit obligation, beginning of year

$

4,521

$

3,845

Service cost (1)

 

112

 

(69)

Interest cost

 

140

 

69

Benefit obligation, end of period

$

4,773

$

3,845

(1)Reduction in service cost totaling $137 thousand in 2021 to be recognized over one year due to the recalculation of the President and CEO’s salary projection.

On October 22, 2015, the Company entered into an Executive Incentive Retirement Plan (the “Plan”) with certain key executive officers other than the President and CEO. The Plan has an effective date of January 1, 2015.

The Plan is an unfunded, nonqualified deferred compensation plan. For any Plan Year, a guaranteed annual Deferral Award percentage of seven and one half percent (7.5%) of the participant’s annual base salary will be credited to each Participant’s Deferred Benefit Account. A discretionary annual Deferral Award equal to seven and one half percent (7.5%) of the participant’s annual base salary may be credited to the Participant’s account in addition to the guaranteed Deferral Award, if the Bank exceeds the benchmarks set forth in the Annual Executive Bonus Matrix. The total Deferral Award shall never exceed fifteen percent (15%) of the participant’s base salary for any given Plan Year. Each Participant shall be one hundred percent (100%) vested in all Deferral Awards as of the date they are awarded.

As of September 30, 2022, the Company had total year to date expenses of $104 thousand related to the Plan. The Plan is reflected on the Company’s balance sheet as accrued expenses.

Certain members of management are also enrolled in a split-dollar life insurance plan with a post retirement death benefit of $250 thousand. Total expenses related to this plan were $6 thousand and $1 thousand for the three months ended September 30, 2022 and 2021, and $17 thousand and $4 thousand for the nine months ended September 30, 2022 and 2021. Additionally, $55 thousand of prior period expense was reversed during the nine months ended September 30, 2022. This was related to changes to the members of management participating in the plan.