Stock-based compensation

12 Months Ended

Dec. 31, 2023

Stock-based compensation

Stock-based compensation

16. Stock-based compensation

The Company has the following stock compensation plans that form part of its employees’ and Directors’ remuneration:

Employee Share Incentive Plan (Preferred Stock)

Employees (i.e., other than Directors and Officers), after four consecutive years of employment, become eligible to receive shares of the Company’s preferred stock for $nil consideration under the Company’s Employee Share Incentive Plan. Once an individual becomes eligible for this plan, they are awarded shares of preferred stock in the month of June following their date of eligibility for the plan (the “grant date”) and in June of each subsequent year of the individual's employment for as long as the individual remains employed with the Company. If the employee remains with the Company through the fourth anniversary of a grant date, the preferred stock can be converted into shares of the Company’s common stock on a one for one basis. In addition, at the time the preferred stock is granted, the employee receives options to purchase an equal number of shares of preferred stock at a discount to the average trading price of the Company’s common stock for the first seven days of the October immediately preceding the date of the preferred stock grant. If these options are exercised, the shares of preferred stock obtained may also be converted to shares of common stock if the employee remains with the Company through the fourth anniversary of a grant date. Each employee’s option to purchase shares of preferred stock must be exercised within 30 days of the grant date, which is the 90^th day after the date of the independent registered public accountants’ audit opinion on the Company’s consolidated financial statements. Shares of preferred stock not subsequently converted to shares of common stock are redeemable only at the discretion of the Company. Shares of preferred stock granted under this plan during the years ended December 31, 2023 and 2022 totaled 13,309 and 9,295, respectively, and an equal number of preferred stock options were granted in each of these years.

Employee Share Option Plan (Common Stock Options)

The Company has an employee stock option plan for four long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase common shares. The price at which the option may be exercised is the closing market price on the grant date, which is the 40^th day after the date of the Company’s Annual Shareholder Meeting. The number of options each employee is granted is equal to five times the sum of (i) the number of shares of preferred stock that employee receives for $nil consideration and (ii) the number of preferred stock options that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the 30^th day after the fourth anniversary of the grant date. Options granted under this plan during the years ended December 31, 2023 and 2022 totaled 3,010 and 3,665, respectively.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate stock option exercises and forfeitures within its valuation model. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

2008 Equity Incentive Plan

On May 14, 2008, the Company’s stockholders approved the 2008 Equity Incentive Plan (the “2008 Plan”) and reserved 1,500,000 shares of the Company’s Class A common shares for issuance under this plan. All Directors, executives and key employees of the Company or its affiliates are eligible for participation in the 2008 Plan which provides for the issuance of options, restricted stock and stock equivalents at the discretion of the Board.

The Company measures and recognizes compensation expense at fair value for all share-based payments, including stock options. Stock-based compensation for the Employee Share Incentive Plan, Employee Share Option Plan and the 2008 Equity Incentive Plan totaled $703,289 and $386,260 for the years ended December 31, 2023 and 2022, respectively, and is included in general and administrative expenses in the accompanying consolidated statements of income.

The significant weighted average assumptions for the years ended December 31, 2023 and 2022 were as follows:

	2023		2022
Risk free interest rate	5.06	%	1.64	%
Expected option life (years)	1.0		1.2
Expected volatility	42.42	%	47.15	%
Expected dividend yield	1.60	%	2.35	%

A summary of the Company’s stock option activity for the year ended December 31, 2023 is as follows:

				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
		Exercise		Contractual		Intrinsic
	Options	Price		Life (Years)		Value (1)
Outstanding at beginning of period	11,740	$	13.59
Granted	16,319		13.62
Exercised	(8,231)		12.12
Forfeited/expired	(7,653)		11.28
Outstanding as of December 31, 2023	12,175	$	16.08	2.29	years	$	237,705
Exercisable as of December 31, 2023	—	$	—	—	years	$	—

(1) The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $35.60 on the Nasdaq Global Select Market on December 31, 2023, exceeds the exercise price of the option.

As of December 31, 2023, 12,175 non-vested options were outstanding, with weighted average exercise price of $16.08, and average remaining contractual life of 2.29 years. The total remaining unrecognized compensation costs related to unvested stock-based arrangements were $14,867 as of December 31, 2023 and are expected to be recognized over a weighted average period of 2.29 years.

The following table summarizes the weighted average fair value of options at the date of grant and the intrinsic value of options exercised during the years ended December 31, 2023 and 2022:

	2023		2022
Options granted with an exercise price below market price on the date of grant:
Employees — preferred stock	$	12.21	$	5.58
Overall weighted average		12.21		5.58
Options granted with an exercise price at market price on the date of grant:
Management employees	$	—	$	—
Employees — common stock		8.29		4.32
Overall weighted average		8.29		4.32
Options granted with an exercise price above market price on the date of grant:
Management employees	$	—	$	—
Employees — preferred stock		—		—
Overall weighted average		—		—
Total intrinsic value of options exercised	$	104,559	$	17,158

Senior Management Long-Term Incentive Compensation

The Board of Directors has established the long-term incentive compensation for the Company’s senior management to better align the interests of its senior management with those of its shareholders. The long-term compensation plan includes a combination of performance and non-performance-based grants of common stock from the shares of Company stock provided for issuance under the 2008 Equity Incentive Plan.

The non-performance-based stock grant rights, which are issued on January 1 of each year, vest in one-third increments at the end of each year over a three-year period. The number of non-performance-based stock grant rights issued on January 3, 2023 and 2022 were 29,508 and 32,265, respectively. These stock grant rights vest in one-third increments over the three-year periods ending December 31, 2025 and 2024, respectively. The total number of vested shares issued under prior years’ non-performance stock grant rights totaled 25,986 and 23,411 in the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, the Company recognized $366,058 and $325,270 in stock-based compensation expense, respectively, related to the incremental vesting of the non-performance stock grant rights.

The performance-based grants may be earned at the end of each year based upon the Company's three-year cumulative financial performance relative to three-year cumulative financial performance targets. The Company recognized $522,925 and $335,964 in stock-based compensation for the year ended December 31, 2023 and 2022, respectively, related to these grants.

A total of 26,742 stock grant rights were earned as of December 31, 2023 based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three-year period ended December 31, 2023 The shares associated with these grants will be issued in 2024.

A total of 13,797 stock grant rights were earned as of December 31, 2022 based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three-year period ended December 31, 2022. The shares associated with these grants were issued in 2023.

Non-Executive Directors’ Share Plan

This stock grant plan provides part of the Directors’ remuneration. Under this plan, non-Executive Directors receive a combination of cash and common stock for their participation in Board meetings. The number of shares of common stock granted is calculated based upon the market price of the Company’s common stock on October 1 of the year preceding the grant. Common stock granted under this plan during the years ended December 31, 2023 and 2022 totaled 22,831 and 30,767 shares, respectively. The Company recognized stock-based compensation for these share grants of $341,394 and $369,678 for the years ended December 31, 2023 and 2022, respectively.