Note 11 - Stock Compensation Plans

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11. STOCK COMPENSATION PLANS

A summary of all stock incentive plans for the years ended December 31, 2023 and 2022 was as follows:

	Stock Incentives Granted				Stock Incentives Exercised				Stock Incentives Expired				Stock Incentives Cancelled
	2023		2022		2023		2022		2023		2022		2023		2022
2003 Incentive Stock Plan1 §		N/A		N/A		-		-		-		-		-		-
2015 Incentive Stock Plan2 §		-		-		-		-		-		-		-		-
Non-Employee Directors’ Stock Option Plan3 §		N/A		N/A		-		-		-		-		-		-
2011 Non-Employee Directors Stock Plan4 §		N/A		N/A		-		-		-		-		-		-
2020 Non-Employee Directors’ Stock Incentive Plan5 † §		6,021		8,808		N/A		N/A		N/A		N/A		N/A		N/A
2022 Employee Stock Incentive Plan6 † §		-		-		-		-		-		-		-		-

Stock options under all plans are granted at an exercise price equal to fair value on the date of grant and vest over 2-3 years. The following is a summary of all plans as of December 31, 2023:

	Total of All Plans		Fully Vested and Exercisable		Not Vested
Stock Incentives Granted		1,380,152		59,000		-
Stock Incentives Exercised		1,014,820		N/A		N/A
Stock Incentives Cancelled		282,680		N/A		N/A

As of December 31, 2023, there was no unrecognized compensation cost related to stock options granted under the plans.

¹ The 2003 Stock Incentive Plan (the “2003 Plan”) was instituted in March 2003. The 2003 Plan authorized the issuance of up to 450,000 options to purchase shares of common stock to officers and key employees, with vesting of such options occurring equally over a 3-year time period.  In 2013, the 2003 Plan expired with 197,500 options ungranted.

² The 2015 Incentive Stock Plan (the “2015 Plan”) was approved by shareholders in June 2015, which authorizes the issuance of up to 750,000 options to purchase shares of common stock to employees and key consultants and advisors.

³ The Non-Employee Directors’ Stock Option Plan (the “Directors Plan”) was instituted in August 2000 that authorized the issuance of up to 200,000 options to purchase shares of common stock to non-employee directors. Upon adoption of the Directors Plan, each non-employee director was granted an option to acquire 5,000 shares. At each Annual Meeting, each director received a grant of 4,000 options, which vest in 50% increments on the first and second anniversary. The Directors Plan expired in 2011, with 60,000 options ungranted.

⁴ The 2011 Non-Employee Directors Stock Plan (the “2011 Directors Plan”) was approved by shareholders in May 2011 with essentially the same terms and conditions as the Directors Plan.

⁵ The 2020 Non-Employee Directors’ Stock Incentive Plan (the “2020 Plan”) was approved by shareholders in August 2020, which replaces the 2011 Director Plan and authorizes the issuance of 200,000 shares of common stock to non-employee directors. We expect to grant each independent director $50,000 of stock on the date of each subsequent Annual Meeting.

⁶  In May 2022, shareholders approved the 2022 Employee Stock Incentive Plan (the “2022 Plan”), which replaces the 2015 Plan and authorizes the issuance of 750,000 shares of common stock to employees. No shares have been granted under the plan as of December 31, 2023.

§ Indicates plans with stock options.

† Indicates plans with stock grants.

Stock option activity during the years ended December 31, 2023 and 2022 was as follows:

	2023			2022
Stock Options outstanding at January 1		59,000			59,000
Stock Options cancelled		–			–
Stock Options exercised		–			–
Stock Options granted		–			–
Stock Options outstanding at December 31		59,000			59,000
Stock Options available for grant at December 31		926,348			932,369
Stock Options exercisable at December 31		59,000			59,000
Exercise price ranges per share:
Granted		N/A			N/A
Exercised		N/A		$1.52	-	$1.72
Outstanding	$3.50	-	$39.11	$3.50	-	$39.11
Weighted average exercise price per share:
Granted		–			–
Exercised		–			–
Outstanding at December 31		17.35			17.35
Exercisable at December 31		17.35			17.35

The following tables summarize information about the stock options outstanding under the Company’s option plans as of December 31, 2023.

Options Outstanding and Exercisable:
Range of Exercise Price			Number Outstanding		Wgt. Avg. Contractual Life Remaining (in years)		Wgt. Avg. Exercise Price		Aggregate Intrinsic Value
$3.50	-	$3.86		13,000		3.2	$	3.75	$	131,050
$7.80				8,000		4.4	$	7.80	$	48,240
$19.99				30,000		5.1	$	19.99	$	–
$39.11				8,000		5.4	$	39.11	$	–
$3.50	-	$39.11		59,000		4.6	$	17.35	$	179,290

Aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the year ended December 31, 2023, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2023. The amount of aggregate intrinsic value will change based on the fair value of the Company’s common stock.

Restricted Stock

In February 2024, the Board approved a restricted stock grant of 288,803 shares with a grant date fair value of approximately $3,600,000. The Restricted stock awards vest in one installment on the third anniversary of the grant date, subject to the holder's continued service on the vesting date. Restricted shares cannot be sold or transferred until they have vested. The grant date fair value of restricted stock awards, which is based on the quoted market value of our common stock on the grant date, is recognized as share-based compensation expense on a straight-line basis over the vesting period. Our restricted stock agreements provide for accelerated vesting under certain conditions.