The Company’s Board of Directors approved the 2018 Equity Incentive Plan, or the 2018 Plan, which was approved by the Company’s stockholders on June 15, 2018. The terms of 2018 Plan provide for grants of a variety of different type of stock awards to the Company’s employees and non-employee directors, including options, restricted stock, restricted stock units, performance share units, and stock appreciation rights, etc. On April 22, 2020, the Company’s Board of Directors approved an amendment to the 2018 Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder, which was approved by the Company’s stockholders on June 19, 2020, and subsequently on April 26, 2022, the Company’s Board of Directors approved an additional amendment to the 2018 Plan to further increase the number of shares of the Company’s common stock authorized for issuance thereunder, which was approved by the Company’s stockholders on June 14, 2022. A total of 5,710,968 shares of the Company’s common stock are issuable under the 2018 Plan, and 1,485,522 were issuable as of March 31, 2024. Awards under the 2018 Plan are subject to certain limitations as set forth in the 2018 Plan, which will terminate when all shares of common stock authorized for delivery have been delivered and the forfeiture restrictions on all awards have lapsed, or by action of the Board of Directors pursuant to the 2018 Plan, whichever occurs first.

The Company’s Board of Directors approved the 2015 Non-Employee Director Stock Option Plan, or the 2015 Director Plan, on March 12, 2015, which was approved by the Company’s shareholders on June 5, 2015, and on which exemptive relief to implement the 2015 Director Plan was received from the SEC on February 29, 2016. A total of 300,000 shares of the Company’s common stock were issuable under the 2015 Director Plan, and 258,334 remained issuable as of June 15, 2018. Effective June 15, 2018, the 2018 Plan was approved, and these remaining shares were rolled into the 2018 Plan. Under the 2015 Director Plan, unless otherwise determined by a committee of the Board of Directors comprised of directors who are not eligible for grants under the 2015 Director Plan, the Company granted options to purchase 12,000 shares of the Company’s common stock to a non-employee director upon election to the Board of Directors, with an adjustment for directors who were elected to serve less than a full term. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. Options granted under the 2015 Director Plan vested annually, as defined in the 2015 Director Plan. The term of the options could not exceed ten years.

The Company’s Board of Directors approved the First Amended and Restated 2006 Director Plan, or the Amended Director Plan, on April 16, 2009, which was approved by the Company’s shareholders on June 5, 2009, and on which exemptive relief to implement the Amended Director Plan was received from the SEC on July 17, 2012. A total of 200,000 shares of the Company’s common stock were issuable under the Amended Director Plan. No additional shares are available for issuance under the Amended Director Plan. Under the Amended Director Plan, unless otherwise determined by a committee of the Board of Directors comprised of directors who are not eligible for grants under the Amended Director Plan, the Company would grant options to purchase 9,000 shares of the Company’s common stock to an Eligible Director upon election to the Board of Directors, with an adjustment for directors who were elected to serve less than a full term. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. Options granted under the Amended Director Plan vested annually, as defined in the Amended Director Plan. The term of the options could not exceed ten years.

Additional shares are only available for future issuance under the 2018 Plan. At March 31, 2024, 946,054 options on the Company’s common stock were outstanding under the Company’s plans, of which 857,609 options were vested. Additionally, as of March 31, 2024, there were 889,361 unvested shares of restricted stock, 512,131 unvested performance stock units, 85,892 unvested restricted stock units, and 162,615 vested restricted stock units under the 2018 Plan.

The fair value of each restricted stock grant is determined on the date of grant by the closing market price of the Company’s common stock on the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. There were no options granted during the three months ended March 31, 2024 and 2023.

During 2023, the Company’s Compensation Committee of the Board of Directors began granting performance stock units, or PSUs, to certain officers and employees of the Company. Granted PSUs are subject to specified performance criteria for a particular performance period. The number of PSUs that vest can range from zero to 200% of the grant amount. In addition, dividends that accrue during the vesting period are reinvested in dividend equivalent PSUs. PSUs and the related dividend equivalent PSUs are converted into shares of common stock after vesting. Once the PSUs and dividend equivalent PSUs have vested, shares of common stock are delivered.

The following table presents the activity for the stock option programs for the 2024 first quarter and the 2023 full year.


	Number of Options				Exercise Price Per Share		Weighted Average Exercise Price
Outstanding at December 31, 2022		1,061,849		$	2.14 - 9.38		$	6.51
Granted		—				—		—
Cancelled		(33,382	)		4.89 - 9.38			6.80
Exercised (1)		(68,945	)		4.89 - 7.25			6.44
Outstanding at December 31, 2023		959,522		$	2.14 - 9.38		$	6.51
Granted		—				—		—
Cancelled		(85	)			4.89		4.89
Exercised (1)		(13,383	)		4.89 - 7.25			6.61
Outstanding at March 31, 2024 (2)		946,054		$	2.14 - 9.38		$	6.51
Options exercisable at:
December 31, 2023		697,647			2.14 - 9.38		$	6.51
March 31, 2024 (2)		857,609		$	2.14 - 9.38		$	6.52

(1)

The aggregate intrinsic value of exercised options, which represents the difference between the price of the Company’s common stock at the exercise date and the related exercise price of the underlying options, was less than $0.1 million for the three months ended March 31, 2024 and was $0.1 million for the year ended December 31, 2023.

(2)

The aggregate intrinsic value of outstanding options, which represents the difference between the price of the Company’s common stock at March 31, 2024 and the related exercise price of the underlying options, was $1.3 million for outstanding options and $1.2 million for vested options as of March 31, 2024. The remaining contractual life was 5.9 years for outstanding options and 5.8 years for vested options at March 31, 2024.

The following table presents the activity for the unvested options outstanding under the plans described above for the 2024 first quarter.


	Number of Options				Exercise Price Per Share		Weighted Average Exercise Price
Outstanding at December 31, 2023		261,875		$	4.89 - 7.25		$	6.49
Granted		—				—		—
Cancelled		—				—		—
Vested		(173,430	)		4.89 - 7.25			6.56
Outstanding at March 31, 2024		88,445		$	4.89 - 7.25		$	6.37

The intrinsic value of the options vested was $0.4 million for the three months ended March 31, 2024.

The following table presents the activity for the restricted stock programs for the 2024 first, quarter and the 2023 full year.


	Number of Shares				Grant Price Per Share		Weighted Average Grant Price
Outstanding at December 31, 2022		857,288		$	4.89 - 7.25		$	7.27
Granted		399,793			7.67 - 9.37			8.34
Cancelled		(12,807	)		4.89 - 8.40			7.24
Vested (1)		(248,898	)		4.89 - 7.68			7.10
Outstanding at December 31, 2023		995,376		$	4.89 - 9.37		$	7.74
Granted		296,178				8.97		8.97
Cancelled		(1,208	)		6.86 - 9.37			8.13
Vested (1)		(400,985	)		4.89 - 8.40			7.69
Outstanding at March 31, 2024 (2)		889,361		$	4.89 - 9.37		$	8.18

(1)

The aggregate fair value of the restricted stock vested was $2.7 million for the three months ended March 31, 2024 and $2.1 million for the year ended December 31, 2023.

(2)

The aggregate fair value of the restricted stock was $7.0 million as of March 31, 2024. The remaining vesting period was 2.9 years at March 31, 2024.

During the three months ended March 31, 2024, the Company did not grant any restricted stock units, or RSUs, and during the year ended December 31, 2023, granted 83,158 RSUs with a vesting date of June 22, 2024 at a grant price of $9.14. For the RSUs granted in 2023, unit holders had the option of deferring settlement until a future date if the recipient makes a formal election under the guidelines of IRC Section 409A. As of March 31, 2024, there were 248,507 RSUs outstanding, including 162,615 which had previously vested.

During the three months ended March 31, 2024, the Company granted 215,687 PSUs at a grant price of $8.97 and during the year ended December 31, 2023, granted 296,444 PSUs at a grant price of $6.08. The PSUs have vesting conditions based upon certain levels of total pre-tax income as well as return on common equity attained over a three-year period. The PSUs cliff vest after three years based upon the performance of the Company. Dividend equivalent PSUs accumulate and convert to additional shares for the benefit of the grantee at the vesting date or are forfeited if the performance conditions are not met.