Equity Plans and Equity Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity Plans and Equity Based Compensation

During the periods presented, the Company maintained two equity incentive plans under which stock options, restricted stock, and other equity incentive awards could be granted. Those plans include (i) the Company’s 2009 Long-Term Equity Incentive Plan, under which no new grants may be made, and (ii) the Company’s 2019 Long-Term Equity Incentive Plan (the “2019 LTI Plan”). The 2019 LTI Plan, which authorizes a maximum aggregate issuance of 1,000,000 shares of common stock (subject to certain permitted adjustments), became effective on May 16, 2019, following approval of the Company’s shareholders. It will remain in effect until May 16, 2029, or until all shares of common stock subject to the 2019 LTI Plan are distributed, all awards have expired or terminated, or the plan is terminated pursuant to its terms, whichever occurs first.

For the three and nine months ended September 30, 2023 and 2022, the Company granted no options. The Company recorded no stock compensation expense applicable to options during the three and nine months ended September 30, 2023 and 2022. In addition, there was no unrecognized option expense.

During the periods presented, awards of long-term incentives were granted in the form of restricted stock. In 2019 and prior, awards that were granted to management and selected other employees under the Company's management incentive plan were granted in tandem with cash credit entitlements in the form of 60% restricted stock grants and 40% cash credit entitlements. In

2020, awards granted under the management incentive plan were granted in tandem with cash credit entitlements in the form of 66.67% restricted stock grants and 33.33% cash credit entitlements. In 2019 and prior, the restricted stock grants and tandem cash credit entitlements, generally, vested in three annual installments of 33.33% each. In 2020, 100% of the cash portion of an award vested towards the end of the year in which the grant was made, followed by the restricted stock grants vesting 50% in each of the 2nd and 3rd years. Beginning in 2021, for named executive officers, awards are granted in the form of 100% restricted stock grants which vest in one-third installments on the first, second and third anniversaries of the award date. Awards that are granted to directors as additional retainers for their services do not include any cash credit entitlement. These director restricted stock grants are subject to forfeiture in the event that the recipient of the grant does not continue in service as a director of the Company through December 31 of the year after grant or does not satisfy certain meeting attendance requirements, at which time they generally vest 100%. For measuring compensation costs, restricted stock awards are valued based upon the market value of the common shares on the date of grant. During the three and nine months ended September 30, 2023, the Company granted 2,668 and 83,786 shares, respectively, of restricted stock. During the three and nine months ended September 30, 2022, the Company granted 2,076 and 65,334 shares, respectively, of restricted stock. Total unvested shares of restricted stock at September 30, 2023 and December 31, 2022 were 136,622 and 74,873, respectively.

The following tables present expense recorded for restricted stock and cash entitlements as well as the related tax information for the periods presented:


	Three Months Ended September 30,
	2023		2022

Restricted Stock Expense	$	497	$	398
Cash Entitlement Expense	209		163
Tax Effect	(183)		(146)
Net of Tax	$	523	$	415


	Nine Months Ended September 30,
	2023		2022

Restricted Stock Expense	$	1,866	$	1,915
Cash Entitlement Expense	570		497
Tax Effect	(632)		(626)
Net of Tax	$	1,804	$	1,786

Unrecognized expense associated with the restricted stock grants and cash entitlements totaled $3,805 and $3,061 as of September 30, 2023 and 2022, respectively.

The Company’s shareholders approved the Company’s 2019 Employee Stock Purchase Plan on May 16, 2019, as well as an Amended and Restated 2019 Employee Stock Purchase Plan on May 21, 2020, which was amended and restated to reflect certain clarifying changes (the "2019 ESPP"). The 2019 ESPP replaced the Company's 2009 Employee Stock Purchase Plan, which expired by its own terms on August 16, 2019. The 2019 ESPP provides for a series of 3-month offering periods, commencing on the first day and ending on the last trading day of each calendar quarter, for the purchase of the Company’s common stock by participating employees. The purchase price of the shares has been set at 95% of the fair value of the Company’s common stock on the last trading day of the offering period. A total of 750,000 common shares has been reserved for issuance under the 2019 ESPP. The 2019 ESPP will continue until September 30, 2029, or, if earlier, until all of the shares of common stock allocated to the 2019 ESPP have been purchased. Funding for the purchase of common stock is from employee and Company contributions.

For the three months ended September 30, 2023, the Company recorded $7 of expense related to the employee stock purchase plan resulting in $5 net of tax. For the nine months ended September 30, 2023, the Company recorded $23 of expense related to the employee stock purchase plan resulting in $17 net of tax. For the three months ended September 30, 2022, the Company recorded $11 of expense related to the employee stock purchase plan resulting in $8 net of tax. For the nine months ended September 30, 2022, the Company recorded $39 of expense related to the employee stock purchase plan resulting in $30 net of

tax. There was no unrecognized compensation expense as of September 30, 2023 and 2022 for the employee stock purchase plan. No stock options were outstanding as of September 30, 2023 and December 31, 2022.