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Stock Based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation

17. STOCK BASED COMPENSATION:

On April 27, 2021, the Company's shareholders approved the 2021 Omnibus Stock and Incentive Plan ("2021 Plan") and reserved 2,500,000 shares of the Company's common stock for issuance under this plan. At December 31, 2022, the Company had 1,877,004 shares of stock available for issuance under the 2021 Plan. The 2021 Plan supersedes all prior stock option and restricted stock plans with shares previously reserved for issuance under such plans cancelled.

Restricted Stock Units

Under the 2021 Plan, the Company grants restricted stock units under compensation agreements for the benefit of employees, executive officers and directors. Restricted stock unit grants are subject to time-based vesting. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the service conditions set forth in the grant agreements. The following table summarizes information about the changes in restricted stock units for the years ended December 31, 2022 and 2021, respectively. There was no restricted stock unit activity for the year ended December 31, 2020.

 

 

 

For the year ended

 

 

For the year ended

 

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

Restricted
Stock Units
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Restricted
Stock Units
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance at beginning of period

 

 

22,597

 

 

$

48.91

 

 

 

 

 

$

 

Grants

 

 

24,833

 

 

 

47.19

 

 

 

22,597

 

 

 

48.91

 

Vesting

 

 

(7,425

)

 

 

48.91

 

 

 

 

 

 

 

Forfeited/expired

 

 

(348

)

 

 

48.91

 

 

 

 

 

 

 

Balance at end of period

 

 

39,657

 

 

$

47.83

 

 

 

22,597

 

 

$

48.91

 

Performance Stock Units

Also under the 2021 Plan, the Company awards performance-based restricted stock units ("PSUs") to executive officers and other officers and employees. Under the terms of the award, the number of units that will vest and convert to shares of common stock will be based on the extent to which the Company achieves specific performance criteria during the fixed three-year performance period. The number of shares issued upon vesting will range from 0% to 200% of the PSUs granted. The PSUs vest at the end of a three-year period based 50% on each average adjusted earnings per share growth and return on average assets as reported, adjusted for unusual gains/losses, merger expenses, and other items as approved by the compensation committee of the Company's board of directors. Performance for each period is measured relative to other U.S. publicly traded banks with $10 billion to $50 billion in assets. Compensation expense for the PSUs will be estimated each period based on the fair value of the stock at the grant date and the probable outcome of the performance condition, adjusted for passage of time within the vesting period of the awards.

 

The following table summarizes information about the changes in PSUs as of and for the years ended December 31, 2022 and 2021, respectively. There was no PSU activity during the years ended December 31, 2020.

 

 

 

For the year ended

 

 

For the year ended

 

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

Performance-Based Restricted
Stock Units
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Performance-Based Restricted
Stock Units
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance at beginning of period

 

 

22,597

 

 

$

48.91

 

 

 

 

 

$

 

Grants

 

 

24,833

 

 

 

47.19

 

 

 

22,597

 

 

 

48.91

 

Vesting

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited/expired

 

 

(348

)

 

 

48.91

 

 

 

 

 

 

 

Balance at end of period

 

 

47,082

 

 

$

48.00

 

 

 

22,597

 

 

$

48.91

 

Restricted Stock Awards

On April 28, 2015, shareholders of the Company approved the 2015 Restricted Stock Plan (the "2015 Plan") for selected employees, officers, non-employee directors and consultants. On April 27, 2021, the 2015 Plan was superseded by the new 2021 Plan and all shares previously reserved for issuance under the 2015 Plan were cancelled.

The following table summarizes information about vested and unvested restricted stock.

 

 

 

For the year ended

 

 

For the year ended

 

 

For the year ended

 

 

 

December 31, 2022

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Restricted
Stock
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Restricted
Stock
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Restricted
Stock
Outstanding

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance at beginning of period

 

 

46,598

 

 

$

35.75

 

 

 

95,888

 

 

$

29.89

 

 

 

105,309

 

 

$

29.93

 

Grants

 

 

15,425

 

 

 

40.89

 

 

 

12,110

 

 

 

49.58

 

 

 

56,480

 

 

 

29.22

 

Vesting

 

 

(37,010

)

 

 

37.61

 

 

 

(60,011

)

 

 

29.25

 

 

 

(65,662

)

 

 

29.39

 

Forfeited/expired

 

 

(200

)

 

 

29.70

 

 

 

(1,389

)

 

 

32.76

 

 

 

(239

)

 

 

29.70

 

Balance at end of period

 

 

24,813

 

 

$

36.21

 

 

 

46,598

 

 

$

35.75

 

 

 

95,888

 

 

$

29.89

 

 

The total fair value of restricted stock vested was $1,861,000, $2,947,000 and $1,924,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company recorded restricted stock unit, performance-based restricted stock unit and restricted stock award expense for employees of $1,887,000, $1,329,000 and $1,301,000, respectively, for the years ended December 31, 2022, 2021 and 2020. The Company recorded director expense related to these restricted stock grants of $631,000, $600,000 and $635,000 for the years ended December 31, 2022, 2021, and 2020, respectively.

As of December 31, 2022 and 2021, there were $3,422,000 and $3,004,000, respectively, of total unrecognized compensation cost related to consolidated unvested restricted stock units, performance-based restricted stock units and restricted stock awards, which is expected to be recognized over a weighted-average period of 1.13 years and 1.42 years, respectively. At December 31, 2022 and 2021, there was $74,000 and $52,000, respectively, accrued in other liabilities related to dividends declared to be paid upon vesting.
 

Stock Option Plan

Prior to approval of the 2021 Plan, the 2012 Incentive Stock Option Plan (the "2012 Plan") provided for the granting of options to employees of the Company at prices not less than market value at the date of the grant. The 2012 Plan provided that options granted vest and are exercisable after two years from the date of grant and vest at a rate of 20% each year thereafter and have a 10-year term. The most recent grants from the 2021 Plan provided that 20% of the options granted vest and are exercisable after one year from the date of grant and the remaining options vest and are exercisable at a rate of 20% each year thereafter and have a 10-year term. Shares are issued under the 2012 Plan and the 2021 Plan from available authorized shares. An analysis of stock option activity for the year ended December 31, 2022 is presented in the table and narrative below:

 

 

 

Shares

 

 

Weighted-
Average Ex. Price

 

 

Weighted-
Average
Remaining
Contractual
Term (Years)

 

 

Aggregate
Intrinsic
Value ($000)

 

Outstanding, beginning of year

 

 

1,669,976

 

 

$

25.11

 

 

 

 

 

 

 

Granted

 

 

240,583

 

 

 

47.19

 

 

 

 

 

 

 

Exercised

 

 

(355,692

)

 

 

18.42

 

 

 

 

 

 

 

Cancelled

 

 

(64,454

)

 

 

31.56

 

 

 

 

 

 

 

Outstanding, end of year

 

 

1,490,413

 

 

 

29.99

 

 

 

5.86

 

 

$

12,519

 

Exercisable at end of year

 

 

770,401

 

 

$

22.12

 

 

 

4.16

 

 

$

10,057

 

 

The options outstanding at December 31, 2022 had exercise prices ranging between $15.43 and $48.91. Stock options have been adjusted retroactively for the effects of stock dividends and splits.

The following table summarizes information concerning outstanding and vested stock options as of December 31, 2022:

 

Exercise
Price

 

 

Number
Outstanding

 

 

Remaining
Contracted
Life (Years)

 

 

Number Vested

 

$

15.43

 

 

 

68,785

 

 

 

0.8

 

 

 

68,785

 

$

16.95

 

 

 

226,781

 

 

 

2.8

 

 

 

226,781

 

$

21.18

 

 

 

440,060

 

 

 

4.4

 

 

 

324,440

 

$

29.70

 

 

 

306,125

 

 

 

6.5

 

 

 

107,495

 

$

34.55

 

 

 

10,950

 

 

 

7.1

 

 

 

1,950

 

$

48.91

 

 

 

199,979

 

 

 

8.6

 

 

 

40,950

 

$

47.19

 

 

 

237,733

 

 

 

9.6

 

 

 

 

 

The fair value of the options granted during 2022 were estimated using the Black-Scholes options pricing model with the following weighted-average assumptions: risk-free interest rate of 2.92%; expected dividend yield of 1.44%; expected life of 6.02 years; and expected volatility of 28.72%. The fair value of the options granted during 2021 were estimated using the Black-Scholes options pricing model with the following weighted-average assumptions: risk-free interest rate of 0.76%; expected dividend yield of 1.23%; expected life of 6.42 years; and expected volatility of 30.11%. The fair value of options granted during 2020 were estimated using the Black-Scholes options pricing model with the following weighted-average assumptions: risk-free interest rate of 1.83%; expected dividend yield of 1.62%; expected life of 6.64 years; and expected volatility of 26.69%.

The weighted-average grant-date fair value of options granted during 2022, 2021 and 2020 was $13.30, $12.99 and $7.31, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020, was $9,131,000, $9,486,000 and $4,052,000, respectively. The Company recorded stock option expense totaling $1,440,000, $1,316,000 and $1,377,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022, there was $5,407,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of

1.96 years. The total fair value of shares vested during the years ended December 31, 2022, 2021 and 2020 was $1,750,000, $1,648,000 and $1,293,000