XML 46 R27.htm IDEA: XBRL DOCUMENT v3.22.4
Stock Options and Other Equity-Based Incentive Instruments
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Options and Other Equity-Based Incentive Instruments Stock Options and Other Equity-Based Incentive Instruments
In April 2019, the Company’s Board of Directors adopted the TriCo Bancshares 2019 Equity Incentive Plan (2019 Plan) covering officers, employees, directors of, and consultants to, the Company. The 2019 Plan was approved by the Company’s shareholders in May 2019. The 2019 Plan allows the Company to issue equity-based incentives representing up to 1,500,000 shares, such as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards (which could either be restricted stock or restricted stock units) (collectively, Awards). The 2019 Plan contains several enhanced corporate governance provisions, including: expressly providing that executives’ Awards and cash incentive compensation are subject to TriCo’s potential clawback or recoupment if the Company must restate its financial statements; generally imposing a one year minimum vesting period on Awards; generally requiring participants to hold at least 50% of the shares acquired under an Award for at least one year; and clarifying that credit for dividends declared on shares of common stock underlying an Award is subject to the same vesting requirements as the common stock underlying the Award.
The number of shares available for issuance under the 2019 Plan will be reduced by: (i) one share for each share of common stock issued pursuant to a stock option; (ii) the total number of stock appreciation rights that are exercised, including any shares of common stock underlying such Awards that are not actually issued to the participant as the result of a net settlement; (iii) two shares for each share of common stock issued pursuant to a performance award, a restricted share Award or an RSU Award and (iv) any shares of common stock used to pay any exercise price or tax withholding obligation with respect to any Award. When Awards made under the 2019 Plan expire or are forfeited or cancelled, the underlying shares will become available for future Awards under the 2019 Plan. To the extent that a share of common stock pursuant to an Award that counted as two shares again becomes available for issuance under the 2019 Plan, the number of shares of common stock available for issuance under the 2019 Plan will increase by two shares. If shares of common stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to the Company at no more than cost, then such shares will again be available for the grant of Awards under the Plan. Any shares of common stock repurchased by the Company with cash proceeds from the exercise of options will not, however, be added back to the pool of share available for issuance under the 2019 Plan. Shares awarded and delivered under the 2019 Plan may be authorized but unissued shares or reacquired shares. Shares tendered to TriCo or withheld from delivery to a participant as payment of the exercise price or in connection with the “net exercise” of a stock option or to satisfy TriCo’s tax withholding obligations will not again become available for future Awards under the 2019 Plan. As of December 31, 2022, there were no outstanding options for the purchase of common shares and 139,194 RSUs were outstanding. The number of shares that remain available for issuance is not more than 763,495, which could decrease based on the level of the Company's future performance and outcome of certain vesting requirements.
The 2019 Plan replaced the TriCo Bancshares 2009 Equity Incentive Plan (2009 Plan), which expired on March 26, 2019. As a result of its expiration, no further awards may be issued under the 2009 Plan, though all awards under the 2009 Plan that were outstanding as of its expiration continue to be governed by the terms, conditions and procedures set forth in the 2009 Plan and any applicable award agreement. As of December 31, 2022, 15,500 options for the purchase of common shares remain outstanding under the 2009 Plan.
Stock option activity is summarized in the following table for the dates indicated:
Number of
Shares		Option Price
per Share		Weighted
Average
Exercise
Price
Outstanding at January 1, 2021
128,500 
$14.54 to $23.21
$17.72 
Options granted— — — 
Options exercised(49,675)
$14.54 to $16.59
$15.25 
Options forfeited— — — 
Outstanding at December 31, 2021
78,825 
$15.34 to $23.21
$19.28 
Options granted— — — 
Options exercised(63,325)
$15.34 to $19.46
$18.79 
Options forfeited— — — 
Outstanding at December 31, 202215,500 
$19.46 to $23.21
$21.27 
The following table shows the number, weighted-average exercise price, intrinsic value, and weighted average remaining contractual life of options exercisable, options not yet exercisable and total options outstanding as of December 31, 2022:
Currently
Exercisable		Currently Not
Exercisable		Total
Outstanding
Number of options15,500 — 15,500 
Weighted average exercise price$21.27 $— $21.27 
Intrinsic value (in thousands)$461 $— $461 
Weighted average remaining contractual term (yrs.)1 yearn/a1 year
All options outstanding as of December 31, 2022 are fully vested. The Company did not modify any option grants during the three year period ended December 31, 2022.
The following table shows the total intrinsic value of options exercised, the total fair value of options vested, total compensation costs for options recognized in income, total tax benefit and excess tax benefits recognized in income related to compensation costs for options during the periods indicated:
 Year Ended December 31,
 202220212020
Intrinsic value of options exercised$1,190,000 $1,476,000 $403,000 
Fair value of options that vested— — — 
Total compensation costs for options recognized in expense— — — 
Total tax benefit recognized in income related to compensation costs for options— — — 
Excess tax benefit recognized in income— — — 
There were no stock options granted during 2022, 2021 and 2020, respectively.
Restricted stock unit activity is summarized in the following table for the dates indicated:
 Service Condition Vesting RSUsMarket Plus Service Condition
Vesting RSUs
 Number
of RSUs		Weighted Average
Fair Value on
Date of Grant		Number of
RSUs		Weighted Average
Fair Value on
Date of Grant
Outstanding at January 1, 2022
103,517 99,763 
RSUs granted84,278 $44.00 37,877 $40.74 
Additional market plus service condition RSUs vested— 4,740 
RSUs added through dividend credits2,896 — 
RSUs released through vesting(50,076)(26,338)
RSUs forfeited/expired(1,421)(1,561)
Outstanding at December 31, 2022139,194 114,481 
The 139,194 of service condition vesting RSUs outstanding as of December 31, 2022 include a feature whereby each RSU outstanding is credited with a dividend amount equal to any common stock cash dividend declared and paid, and the credited amount is divided by the closing price of the Company’s stock on the dividend payable date to arrive at an additional amount of RSUs outstanding under the original grant. Additional RSUs credited through dividends are subject to the same vesting requirements as the original grant. The Company expects to recognize $3,822,000 of pre-tax compensation costs related to these service condition vesting RSUs between December 31, 2022 and their vesting dates. The Company did not modify any service condition vesting RSUs during 2022 or 2021.
The Company expects to recognize $2,110,000 of pre-tax compensation costs related to the market plus service condition RSUs between December 31, 2022 and their vesting dates. As of December 31, 2022, the number of market plus service condition vesting RSUs outstanding that will actually vest, and be released, may be reduced to zero or increased to 171,721 depending on the total return of the Company’s common stock versus the total return of an index of bank stocks from the grant date to the vesting date. The Company did not modify any market plus service condition vesting RSUs during 2022 or 2021.
The following table shows the compensation costs and excess tax benefits for RSUs recognized in income for the periods indicated:
 Year Ended December 31,
 202220212020
Total compensation costs recognized in income
Service condition vesting RSUs$2,883,000 $1,728,000 $1,390,000 
Market plus service condition vesting RSUs986,000 910,000 646,000 
Excess tax benefit recognized in income
Service condition vesting RSUs$1,079,000 $626,000 $372,000 
Market plus service condition vesting RSUs355,000 226,000 194,000