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Stock Incentive Plans
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Incentive Plans

Note 6.  Stock Incentive Plans

At the Annual Shareholders Meeting on May 21, 2014, shareholders approved the Virginia National Bankshares Corporation 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan makes available up to 275,625 shares of the Company’s common stock, as adjusted by the 5% Stock Dividend and prior stock dividends, to be issued to plan participants. The 2014 Plan provides for granting of both incentive and nonqualified stock options, as well as restricted stock and other stock-based awards. No new grants will be issued under the 2005 Stock Incentive Plan (“2005 Plan”) as this plan has expired.

For the 2014 Plan and the 2005 Plan (the “Plans”), the option price of incentive stock options cannot be less than the fair value of the stock at the time an option is granted. Nonqualified stock options may be granted at prices established by the Board of Directors, including prices less than the fair value on the date of grant. Outstanding stock options generally expire ten years from the grant date. Stock options generally vest by the fourth or fifth anniversary of the date of the grant.

A summary of the shares issued and available under each of the Plans is shown below as of September 30, 2020.  Share data and exercise price range per share have been adjusted to reflect the 5% Stock Dividend and prior stock dividends.  Although the 2005 Plan has expired and no new grants will be issued under this plan, there were options issued before the plan expired that are still outstanding as shown below.

 

 

 

2005 Plan

 

 

2014 Plan

 

Aggregate shares issuable

 

 

253,575

 

 

 

275,625

 

Options issued, net of forfeited and expired options

 

 

(59,870

)

 

 

(162,047

)

Unrestricted stock issued

 

 

-

 

 

 

(11,535

)

Restricted stock grants issued

 

 

-

 

 

 

(26,268

)

Cancelled due to Plan expiration

 

 

(193,705

)

 

 

-

 

Remaining available for grant

 

 

-

 

 

 

75,775

 

 

 

 

 

 

 

 

 

 

Grants issued and outstanding:

 

 

 

 

 

 

 

 

Total vested and unvested shares

 

 

1,379

 

 

 

145,404

 

Fully vested shares

 

 

1,379

 

 

 

26,977

 

Exercise price range

 

$13.69 to $13.69

 

 

$23.75 to $42.62

 

 

The Company accounts for all of its stock incentive plans under recognition and measurement accounting principles which require that the compensation cost relating to stock-based payment transactions be recognized in the financial statements. Stock-based compensation arrangements include stock options and restricted stock. All stock-based payments to employees are required to be valued at a fair value on the date of grant and expensed based on that fair value over the applicable vesting period.

Stock Options

Changes in the stock options outstanding related to the Plans are summarized below (dollars in thousands except per share data):

 

 

 

September 30, 2020

 

 

 

Number of Options

 

 

Weighted Average

Exercise Price

 

 

Aggregate

Intrinsic Value

 

Outstanding at January 1, 2020

 

 

80,783

 

 

$

40.76

 

 

 

 

 

Issued

 

 

66,000

 

 

 

24.64

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2020

 

 

146,783

 

 

$

33.51

 

 

$

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at September 30, 2020

 

 

28,356

 

 

$

40.53

 

 

$

14

 

 

For the nine months ended September 30, 2020 and 2019, the Company recognized $88 thousand and $71 thousand, respectively, in compensation expense for stock options.  As of September 30, 2020, there was $432 thousand in unrecognized compensation expense remaining to be recognized in future reporting periods through 2025. The fair value of any stock option grant is estimated at the grant date using the Black-Scholes pricing model.  Stock option grants for 40,000 shares were issued during the three months ended September 30, 2020 and no stock option grants were issued during the three months ended September 30, 2019. Stock option grants for 66,000 shares were issued during the nine months ended September 30, 2020, and stock option grants for 420 shares were issued during the nine months ended September 30, 2019.  

 

 


The fair value of each option granted in 2020 was estimated based on the assumptions noted in the following table:

 

 

 

For the nine months ended

 

 

 

September 30, 2020

 

Expected volatility1

 

 

22.97

%

Expected dividends2

 

 

4.75

%

Expected term (in years)3

 

 

6.50

 

Risk-free rate4

 

 

0.68

%

 

 

1

Based on the monthly historical volatility of the Company’s stock price over the expected life of the options.

 

 

2

Calculated as the ratio of historical dividends paid per share of common stock to the stock price on the date of grant.

 

 

3

Based on the average of the contractual life and vesting period for the respective option.

 

 

4

Based upon an interpolated U.S. Treasury yield curve interest rate that corresponds to the contractual life of the option, in effect at the time of the grant.

 

Summary information pertaining to options outstanding at September 30, 2020 is shown below. Share and per share data have been adjusted to reflect the 5% Stock Dividend and prior stock dividends.

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Exercise Price

 

Number of

Options

Outstanding

 

 

Weighted-

Average

Remaining

Contractual Life

 

Weighted-

Average

Exercise

Price

 

 

Number of

Options

Exercisable

 

 

Weighted-

Average

Exercise

Price

 

$10.65 to $20.00

 

 

1,379

 

 

2.4 Years

 

$

13.69

 

 

 

1,379

 

 

$

13.69

 

$20.01 to $30.00

 

 

67,103

 

 

9.7 Years

 

 

24.68

 

 

 

551

 

 

 

27.39

 

$30.01 to $40.00

 

 

20,820

 

 

8.4 Years

 

 

38.14

 

 

 

3,444

 

 

 

39.44

 

$40.01 to $42.62

 

 

57,481

 

 

7.6 Years

 

 

42.62

 

 

 

22,982

 

 

 

42.62

 

Total

 

 

146,783

 

 

8.7 Years

 

$

33.51

 

 

 

28,356

 

 

$

40.53

 

 

Stock Grants

Unrestricted stock grants - No unrestricted stock grants were issued in the nine months ended September 30, 2020.  On February 20, 2019, a total of 11,535 shares of unrestricted stock, as adjusted for the 5% Stock Dividend, were granted to non-employee directors and certain members of executive management for services to be provided during the year ended December 31, 2019. Based on the market price on February 20, 2019 of $38.65, the total expense for these shares of $424 thousand was expensed in 2019 as those services were provided.  As of September 30, 2019, $318 thousand of this total had been realized in stock grant expense.  

Restricted stock grants – In September 2019, 4,000 restricted shares were granted to certain members of executive management, vesting over a four-year period.  In March 2020, 10,368 restricted shares were granted to non-employee directors, vesting over a four-year period.  In April 2020, 1,900 shares were issued to lenders in accordance with an internal lender incentive plan, vesting over a five-year period, and in May 2020, 10,000 restricted shares were granted to certain members of executive management, vesting over a four-year period.  For the three and nine months ended September 30, 2020, $42 thousand and $96 thousand, respectively, was expensed as a result of restricted stock grants.  As of September 30, 2020, there was $599 thousand in unrecognized compensation expense for restricted stock grants remaining to be recognized in future reporting periods through 2025. For the three and nine months ended September 30, 2019, $3 thousand in expense was incurred.  

Changes in the restricted stock grants outstanding during the nine months ended September 30, 2020 are summarized below (dollars in thousands except per share data):

 

 

 

September 30, 2020

 

 

 

Number of Shares

 

 

Weighted Average

Grant Date

Fair Value

Per Share

 

 

Aggregate

Intrinsic Value

 

Nonvested as of January 1, 2020

 

 

4,000

 

 

$

36.00

 

 

$

96

 

Issued

 

 

22,268

 

 

 

25.34

 

 

537

 

Vested

 

 

(1,000

)

 

 

(36.00

)

 

 

(24

)

Nonvested at September 30, 2020

 

 

25,268

 

 

$

26.60

 

 

$

609