Note 17 - Stock-based Compensation

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 17 – Stock Based Compensation

The Company’s stockholders approved the 2017 Equity Compensation Plan (“the Plan”) on May 23, 2017. The Plan eliminates all remaining issuable shares under previous plans and is the only outstanding plan as of December 31, 2022. The maximum number of shares of common stock or equivalents which may be issued under the Plan, is 750,000. Grants under the Plan can be in the form of stock options (qualified or non-qualified), restricted shares, restricted share units or performance units. Shares available for grant and issuance under the Plan as of December 31, 2022 are approximately 201,715. The Company intends to issue all shares under the Plan in the form of newly issued shares.

Restricted stock, options and deferred stock units typically have a three-year vesting period starting one year after the date of grant with one-third vesting each year. The options generally expire ten years from the date of grant. Restricted stock granted to new employees and board members may be granted with shorter vesting periods. Grants of performance units typically have a cliff vesting after three years or upon a change of control. All issuances are subject to forfeiture if the recipient leaves or is terminated prior to the awards vesting. Restricted shares have the same dividend and voting rights as common stock, while options, performance units and deferred stock units do not.

All awards are issued at the fair value of the underlying shares at the grant date. The Company expenses the cost of the awards, which is determined to be the fair market value of the awards at the date of grant, ratably over the vesting period. Forfeiture rates are not estimated but are recorded as incurred. Stock-based compensation expense was $4.9 million, $4.5 million and $2.9 million for the years ended December 31, 2022, 2021 and 2020 respectively.

Activity under the Company’s options for the year ended December 31, 2022 was as follows:

						Weighted-
						Average
				Weighted-		Remaining
	Number of			Average		Contractual
	Stock			Exercise		Term		Aggregate
	Options			Price		(in years)		Intrinsic Value
Outstanding as of December 31, 2021		23,766		$	9.94
Granted		-			-
Exercised		(15,086	)		8.21
Forfeited/cancelled/expired		-			-
Outstanding as of December 31, 2022		8,680			12.95		0.29	$	97,673
Exercisable as of December 31, 2022		8,680		$	12.95		-	$	-

Note 17 – Stock Based Compensation - (continued)

The aggregate intrinsic value of outstanding and exercisable options above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on December 31, 2022 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, 2022. This amount changes based on the fair market value of the Company’s stock.

Activity under the Company’s restricted shares for year ended December 31, 2022 was as follows:

				Weighted-
				Average
	Nonvested			Grant Date
	Shares			Fair Value
Nonvested as of December 31, 2021		82,693		$	21.78
Granted		53,543			30.76
Vested		(49,931	)		23.74
Forfeited/cancelled/expired		(374	)		30.99
Nonvested December 31, 2022		85,931		$	26.20

Note 17 – Stock Based Compensation – (continued)

As of December 31, 2022, there was approximately $0.8 million of total unrecognized compensation cost related to nonvested restricted shares granted. The cost is expected to be recognized over a weighted average period of 1.1 years.

A summary of the status of unearned performance unit awards and the change during the period is presented in the table below:

						Weighted
						Average Grant
	Units			Units		Date Fair
	(expected)			(maximum)		Value
Unearned as of December 31, 2021		209,995				$	16.18
Awarded		34,874					32.80
Vested shares		(49,604	)				20.79
Unearned as of December 31, 2022		195,265			221,541	$	17.98

As of December 31, 2022, the specific number of shares related to performance units that were expected to vest was 195,265, determined by actual performance in consideration of the established range of the performance targets, which is consistent with the level of expense currently being recognized over the vesting period. Should this expectation change, additional compensation expense could be recorded in future periods or previously recognized expense could be reversed. As of December 31, 2022, the maximum amount of performance units that ultimately could vest if performance targets were exceeded is 221,541. During the year ended December 31, 2022, 49,604 shares vested. A total of 27,254 shares were netted from the vested shares to satisfy employee tax obligations. The net shares issued from vesting of performance units during the year ended December 31, 2022 were 22,350 shares. As of December 31, 2022, compensation cost of approximately $1.2 million related to non-vested performance units not yet recognized is expected to be recognized over a weighted-average period of 1.7 years.

A summary of the status of unearned deferred stock units and the changes in deferred stock units during the period is presented in the table below:

				Weighted
				Average Grant
	Units			Date Fair
	(expected)			Value
Unearned as of December 31, 2021		136,948		$	16.52
Awarded		52,312			32.80
Vested shares		(69,225	)		16.13
Unearned as of December 31, 2022		120,035		$	23.84

Any forfeitures would result in previously recognized expense being reversed. A portion of the shares that vest will be netted out to satisfy the tax obligations of the recipient. During the year ended December 31, 2022, 69,225 shares vested. A total of 37,842 shares were netted from the vested shares to satisfy employee tax obligations. The net shares issued from vesting of deferred stock units during the year ended December 31, 2022 were 31,383 shares. As of December 31, 2022, compensation cost of approximately $1.5 million related to non-vested deferred stock units, not yet recognized, is expected to be recognized over a weighted-average period of 1.5 years.