Note 6 - Equity Incentive Plans

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 6. Equity Incentive Plans

In April 2009, the Company’s shareholders approved the Wilson Bank Holding Company 2009 Stock Option Plan (the “2009 Stock Option Plan”). The 2009 Stock Option Plan was effective as of April 14, 2009. Under the 2009 Stock Option Plan, awards could be in the form of options to acquire common stock of the Company. Subject to adjustment as provided by the terms of the 2009 Stock Option Plan, the maximum number of shares of common stock with respect to which awards could be granted under the 2009 Stock Option Plan was 100,000 shares. The 2009 Stock Option Plan terminated on April 13, 2019, and no additional awards may be issued under the 2009 Stock Option Plan. The awards granted under the 2009 Stock Option Plan prior to the plan's expiration will remain outstanding until exercised or otherwise terminated. As of June 30, 2023, the Company had outstanding 4,198 options under the 2009 Stock Option Plan with a weighted average exercise price of $35.32.

During the second quarter of 2016, the Company’s shareholders approved the Wilson Bank Holding Company 2016 Equity Incentive Plan, which authorizes awards of up to 750,000 shares of common stock. The 2016 Equity Incentive Plan was approved by the Board of Directors and effective as of January 25, 2016 and approved by the Company’s shareholders on April 12, 2016. On September 26, 2016, the Board of Directors approved an amendment and restatement of the 2016 Equity Incentive Plan (as amended and restated the “2016 Equity Incentive Plan”). Except for certain limitations, awards can be in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards. As of June 30, 2023, the Company had 175,295 shares remaining available for issuance under the 2016 Equity Incentive Plan. As of June 30, 2023, the Company had outstanding 228,458 options with a weighted average exercise price of $56.67 and 163,415 cash-settled stock appreciation rights with a weighted average exercise price of $54.46 under the 2016 Equity Incentive Plan.

Stock Options

As of June 30, 2023, the Company had outstanding 232,656 stock options with a weighted average exercise price of $56.29 and 163,415 cash-settled stock appreciation rights with a weighted average exercise price of $54.46.

The following table summarizes information about stock options and cash-settled SARs activity for the six months ended June 30, 2023 and 2022:

	June 30, 2023					June 30, 2022
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options and SARs outstanding at beginning of period		414,778		$	55.13		357,254		$	50.18
Granted		5,000			69.00		114,332			64.06
Exercised		(18,540	)		48.83		(24,601	)		41.55
Forfeited or expired		(5,167	)		60.35		(1,167	)		46.81
Outstanding at end of period		396,071		$	55.53		445,818		$	54.22
Options and SARs exercisable at June 30		190,510		$	48.50		173,425		$	43.27

As of  June 30, 2023, there was $3,991,000 of total unrecognized cost related to non-vested stock options and SARs granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of 3.34 years.

Time-based Vesting Restricted Shares and Restricted Share Units

A summary of restricted share awards and restricted share unit awards activity for the six months ended June 30, 2023 is as follows:

	Restricted Share Awards				Restricted Share Units
	Shares		Weighted Average Grant-Date Fair Value		Shares		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2022		1,075	$	64.03		—	$	—
Granted		—		—		14,833		69.00
Vested		—		—		—		—
Forfeited		—		—		—		—
Outstanding at June 30, 2023		1,075	$	64.03		14,833	$	69.00

The restricted shares and restricted share units vest over various time periods. As of June 30, 2023, there was $37,000 of unrecognized compensation cost related to non-vested restricted share awards. The cost is expected to be expensed over a weighted-average period of 1.61 years. As of June 30, 2023, there was $890,000 of unrecognized compensation cost related to non-vested restricted share units, all of which were granted to employees of the Bank during the second quarter of 2023. The cost is expected to be expensed over a weighted-average period of 4.88 years.

Performance-Based Vesting Restricted Stock Units ("PSUs")

The Company awards performance-based restricted stock units to officers and employees of the Bank. Under the terms of the awards, the number of units that will be earned and thereafter settled in shares of common stock will be based on the employee's performance against certain performance metrics over a fixed three-year performance period. Compensation expense for PSUs is estimated each period based on the fair value of the Company's common stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards. 

The following tables detail the PSU's outstanding at June 30, 2023.

	Performance Stock Units Outstanding		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022		—	$	—
Granted		1,107		67.85
Vested		—		—
Forfeited or expired		—		—
Outstanding at June 30, 2023		1,107	$	67.85

Grant Year	Grant Price		Applicable Performance Period		Period in which units to be settled		PSUs Outstanding
2023	$	67.85		2023-2025		2024-2026		1,107

As of June 30, 2023, there was $59,000 of total unrecognized cost related to non-vested performance based restricted share units. The cost is expected to be expensed over a weighted-average period of 2.51 years.