
	December 31, 2021	December 31, 2020
Outstanding performance units (maximum issuance)	169,244	125,176
Outstanding RSU’s	181,657	157,428
Outstanding options and appreciation rights	112,927	—

2018 Stock Incentive Plan	670,326	339,691
Non-Management Director Plan	73,618	86,616
2018 Employee Stock Purchase Plan	571,064	635,890
Total	1,778,836	1,344,801

In April 2021, the Company’s board of directors authorized the repurchase of up to two million shares of the Company’s common stock. The repurchases may be made in open market or privately negotiated transactions and the stock repurchase program will remain in effect until fully utilized or until modified, superseded or terminated. At December 31, 2021, there were 700,473 shares available for repurchase under the plan.

The Company has 5,000,000 shares of authorized preferred stock with a par value of $0.01 with 75,000 shares issued and outstanding at the end of 2021. The Board of Directors has the right to set for each series of preferred stock, subject to the laws of the State of Delaware, the dividend rate, conversion and redemption terms, voting rights and liquidation preferences, among others. In the fourth quarter 2021, the Company issued and sold 3,000,000 depositary shares, each representing 1/40th interest in a share of the Company’s 5% Noncumulative, Perpetual Preferred Stock, Series A (“Series A Preferred Stock”), totaling $72.0 million, net of issuance costs. The depositary shares trade under the ticker “EFSCP”. The Series A Preferred Stock may be redeemed at the Company’s option, subject to prior regulatory approval, in whole or in part on any dividend payment date on or after December 15, 2026 or within 90 days following a regulatory capital event, as defined in the offering documents. If any Series A Preferred Stock are redeemed, a proportionate number of depositary shares will also be redeemed.

Dividends, when and if declared by the board of directors, are payable, quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year. If dividends on the Series A Preferred stock have not been declared or paid in six quarterly periods, whether or not consecutive, the number of directors on the board will automatically be increased by two and the holders of the Series A preferred stock will be entitled to vote for the additional directors.

The Company’s ability to pay dividends to its shareholders is generally dependent upon the payment of dividends by the Bank to the parent company. The Bank cannot pay dividends to the extent it would be deemed undercapitalized by the FDIC after making such dividend.

Dividends on the Company’s capital stock are prohibited under the terms of the junior subordinated debenture agreements, see “Note 11 - Subordinated Debentures,” if the Company is in continuous default on its payment obligations to the capital trusts, has elected to defer interest payments on the debentures or extends the interest payment period. Furthermore, unless dividends on all outstanding shares of the Series A Preferred Stock for the most recently completed dividend period have been paid or declared, dividends on, and repurchases of, common stock is prohibited. At December 31, 2021, the Company was not in default on any of the junior subordinated debenture issuances or preferred stock.


($ in thousands)	Net Unrealized Gain (Loss) on Available-for-Sale Debt Securities		Unamortized Gain (Loss) on Held-to-Maturity Securities		Net Unrealized Loss on Cash Flow Hedges		Total


Balance, December 31, 2018	$	(9,047)	$	(235)	$	—	$	(9,282)
Net change	29,226		(33)		(2,162)		27,031
Transfer from available-for-sale to held-to-maturity	(5,202)		5,202		—		—
Balance, December 31, 2019	$	14,977	$	4,934	$	(2,162)	$	17,749
Net change	23,627		(1,910)		(2,346)		19,371
Transfer from available-for-sale to held-to-maturity	(16,284)		16,284		—		—
Balance, December 31, 2020	$	22,320	$	19,308	$	(4,508)	$	37,120
Net change	(17,049)		(3,624)		2,330		(18,343)
Balance, December 31, 2021	$	5,271	$	15,684	$	(2,178)	$	18,777


	2021						2020						2019
($ in thousands)	Pre-tax		Tax effect		After-tax		Pre-tax		Tax effect		After-tax		Pre-tax		Tax effect		After-tax
Change in unrealized gain (loss) on available-for-sale debt securities	$	(22,701)	$	(5,652)	$	(17,049)	$	31,798	$	7,854	$	23,944	$	38,764	$	9,575	$	29,189
Reclassification adjustment for realized (gain) loss on sale of available-for-sale debt securities(a)	—		—		—		(421)		(104)		(317)		49		12		37
Reclassification of gain on held-to-maturity securities(b)	(4,672)		(1,048)		(3,624)		(2,537)		(627)		(1,910)		(44)		(11)		(33)
Change in unrealized gain (loss) on cash flow hedges arising during the period(b)	1,533		372		1,161		(7,898)		(1,951)		(5,947)		(3,004)		(742)		(2,262)
Reclassification of loss on cash flow hedges(b)	1,543		374		1,169		4,782		1,181		3,601		133		33		100
Total other comprehensive income (loss)	$	(24,297)	$	(5,954)	$	(18,343)	$	25,724	$	6,353	$	19,371	$	35,898	$	8,867	$	27,031

The Company has adopted share-based compensation plans to reward and provide long-term incentive for directors and key employees of the Company including its subsidiaries. These plans provide for the granting of stock, stock options, stock-settled stock appreciation rights, and restricted stock units (“RSUs”), and may contain performance terms for key employees as designated by the Company’s Board of Directors upon the recommendation of the Compensation Committee of the Board. The Company uses authorized and unissued shares to satisfy share award exercises.

The total excess income tax benefit (expense) for share-based compensation arrangements was $(0.1) million, $0.2 million, and $0.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. At December 31, 2021, there was $8.2 million of total unrecognized compensation cost related to unvested share-based compensation awards. The cost is expected to be recognized over a weighted-average term of 2 years.


($ in thousands)	2021		2020		2019
Performance stock units	$	1,777	$	1,097	$	1,699
Restricted stock units	3,109		2,613		1,969
Stock options	396		—		—

Employee stock purchase plan	735		468		364
Total share-based compensation expense	$	6,017	$	4,178	$	4,032

The Company has entered into long-term incentive agreements with certain key employees. These awards are conditioned on certain performance criteria and market criteria measured against a group of peer banks over a three-year period for each grant. The awards contain minimum (threshold), target, and maximum (exceptional) performance levels. In the event of a change in control, as defined in the plan, the awards will vest at a minimum of the target level. The amount of the awards is determined at the end of the three-year vesting and performance period. The fair value of performance units vesting in 2021, 2020, and 2019 were $0.9 million, $2.8 million, and $4.6 million, respectively.


($ in thousands)	2019 - 2021 Cycle		2020 - 2022 Cycle		2021 - 2023 Cycle
Shares issuable at target	19,576		24,674		40,372
Maximum shares issuable	39,152		49,348		80,744
Unrecognized compensation cost	$	27	$	538	$	1,981
Weighted average grant date fair value	$	47.46	$	38.09	$	47.16

The Company awards nonvested stock, in the form of RSUs to employees. RSUs generally are subject to continued employment and generally vest ratably over three to five years. Vesting is accelerated upon a change in control or the employee meeting certain retirement criteria. RSUs do not carry voting or dividend rights until vested. Sales of the units are restricted prior to vesting.


($ in thousands)	2021		2020		2019
Total fair value at vesting date	$	2,855	$	1,702	$	1,067
Unrecognized compensation cost	4,622		3,899		3,417
Expected years to recognize unearned compensation	1.9 years		1.9 years		1.9 years
Weighted average grant date fair value	$	44.01	$	39.63	$	45.00

In determining compensation cost for stock options, the Black-Scholes option-pricing model is used to estimate the fair value on date of grant. The model utilizes several assumptions in its calculations. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of the grant. The expected term of options granted is based on the option's vesting schedule and expected exercise patterns and represent the period of time that options granted are expected to be outstanding. The expected volatility is based on the historical volatility of the Company's stock and expected term of the option. The dividend yield is determined by annualizing the dividend rate as a percentage of the Company's stock price.

Stock options have been granted to key employees with exercise prices equal to the market price of the Company’s common stock at the date of grant and 10-year contractual terms. Stock options have a vesting schedule of three to five years.


($ in thousands, except per share data)	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Outstanding at December 31, 2020	—	$	—
Granted	118,604	43.80		9.2 years

Forfeited	(5,677)	43.81
Outstanding at December 31, 2021	112,927	$	43.80	9.2 years
Exercisable at December 31, 2021	460	$	43.81	9.2 years

The Company’s Employee Stock Purchase Plan (“ESPP”) provides its eligible employees with an opportunity to purchase common stock through accumulated payroll contributions. The ESPP provides for shares to be purchased at 85% of the lesser of the stock price at the enrollment date or the exercise date. The maximum number of shares of common stock available for sale under the ESPP is 750,000. In 2021, 2020, and 2019, employees purchased 64,826, 58,195, and 41,116 shares, respectively.

The Company has adopted a Stock Plan for Non-Management Directors, which provides for issuing up to 200,000 shares of common stock to non-management directors as compensation in lieu of cash. At December 31, 2021, there were 59,760 shares of stock available for grant under the Stock Plan for Non-Management Directors, exclusive of 13,858 shares to be issued upon deferral release.

The Company has a 401(k) savings plan which covers substantially all full-time employees over the age of 21 and matches 100% of the first 6% of employee contributions. The amount charged to expense for the Company’s contributions to the plan was $4.9 million, $3.8 million and $3.2 million for 2021, 2020, and 2019, respectively.

The Company’s Nonqualified Deferred Compensation Plan permits certain executives to participate and defer up to 25% of their base salary and/or up to 100% of their eligible bonus for a plan year. Participants make an irrevocable election when they elect to participate for a plan year to receive the vested account balance following their retirement date, or at a future date not less than five years after the beginning of the plan year. At December 31, 2021, the Company had a liability of $5.0 million related to the Deferred Compensation Plan.