Stock-based Compensation

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Stock-Based Compensation

8.     Stock-Based Compensation

The Company has a long-term incentive compensation program for certain Company executive officers that includes grants of performance-based restricted stock units (“PRSUs”) in addition to time-based restricted stock units (“RSU”). Under the terms of the PRSU Agreement, the number of PRSUs that may be earned depends on the extent to which performance goals for the award are achieved over a three-year performance period, as determined by the Compensation Committee of the Board. As of March 31, 2023, PRSUs granted in 2023 and 2022 are being accrued at target and PRSUs granted in 2021 are being accrued above target. The different levels of accrual are commensurate with the projected performance of the respective grant.

On May 18, 2021, stockholders approved an amendment to the 2014 Omnibus Plan (the “Amendment”) authorizing an additional 1,100,000 shares available for future issuance. Including the additional shares authorized from the Amendment, 743,981 shares were available for future issuance under the 2014 Omnibus Plan at March 31, 2023.

For the three months ended March 31, 2023 and 2022, the Company’s net income, as reported, included $3.1 million and $3.9 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $0.8 million and $1.0 million of income tax benefit respectively, related to the stock-based compensation plans.

During the three months ended March 31, 2023 and 2022, the Company granted 235,850 and 212,811 RSU awards and 79,050 and 63,250 PRSU awards, respectively.

The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards. Compensation cost is recognized over the vesting period of the award using the straight-line method. Forfeitures are recorded in the period they occur.

The following table summarizes the Company’s RSU and PRSU awards under the 2014 Omnibus Plan for the three months ended March 31, 2023:

	RSU Awards			PRSU Awards
		Weighted-Average			Weighted-Average
		Grant-Date			Grant-Date
	Shares	Fair Value		Shares	Fair Value
Non-vested awards at December 31, 2022	275,588	$	22.30	68,800	$	20.90
Granted	235,850		19.84	79,050		19.99
Vested	(201,324)		21.20	(53,430)		19.94
Forfeited	(2,840)		22.14	—		—
Non-vested at December 31, 2022	307,274	$	21.13	94,420	$	20.68
Vested but unissued at March 31, 2023	239,155	$	20.78	142,065	$	20.80

As of March 31, 2023, there was $6.7 million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of 2.8 years. The total fair value of awards vested for the three months ended March 31, 2023 and 2022, was $5.0 million, and $6.6 million, respectively. The vested but unissued RSU and PRSU awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of these awards, which provide for vesting upon retirement, these employees and directors have no risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates.

Phantom Stock Plan: The Company maintains a non-qualified phantom stock plan as a supplement to its profit-sharing plan for officers who have achieved the designated level and completed one year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.

The following table summarizes the Phantom Stock Plan at or for the three months ended March 31, 2023:

Phantom Stock Plan	Shares	Fair Value
Outstanding at December 31, 2022	158,410	$	19.38
Granted	15,510		19.04
Distributions	(765)		19.35
Outstanding at March 31, 2023	173,155	$	14.89
Vested at March 31, 2023	173,021	$	14.89

The Company recorded stock-based compensation benefit for the Phantom Stock Plan of $0.7 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively. The total fair value of the distributions from the Phantom Stock Plan was $15,000 and $16,000 for each of the three months ended March 31, 2023 and 2022, respectively.