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Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation

Stock-Based Compensation

11. Stock-Based Compensation

For the years ended December 31, 2024, 2023, and 2022, the Company’s net income, as reported, includes $2.2 million, $5.3 million, and $6.2 million, respectively, of stock-based compensation costs as recorded in salaries and employee benefits on the Consolidated Statements of Operations, including the benefit or expense of phantom stock awards, and $0.8 million, $1.5 million, and $1.6 million, respectively, of income tax benefits related to the stock-based compensation plans.

The 2024 Omnibus Incentive Plan (“2024 Omnibus Plan”) became effective on May 29, 2024, after adoption by the Board of Directors and approval by the stockholders to replace the 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2024 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2024 Plan, like the 2014 Plan, permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), and other stock-based awards. Currently, awards to employees primarily consist of RSUs and PRSUs and to Company directors of RSUs. The 2024 Plan authorizes the issuance of up to 974,000 shares. Although no further awards may be granted under the 2014 Plan, outstanding awards granted prior to February 29, 2024, will continue in accordance with their terms. To the extent that an award under the 2024 Omnibus Plan is cancelled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number underlying the award, or otherwise terminated without delivery of shares to a participant in payment of the exercise price or taxes relating to an award, the shares retained by or returned to the Company will be available for future issuance under the 2024 Omnibus Plan. To fund restricted stock unit awards or option exercises, shares are issued from treasury stock, if available; otherwise, new shares are issued. Options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards granted under the 2024 Omnibus Plan are generally subject to a minimum vesting period of three years with stock options having a 10-year maximum contractual term. Other awards do not have a contractual term of expiration. The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) is authorized to grant awards that vest upon a participant’s retirement. These amounts are included in stock-based compensation expense at the time of the participant’s retirement eligibility.

The Company has a long-term incentive compensation program for certain Company executive officers that includes grants of PRSUs in addition to time-based RSU’s. 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. The number of PRSUs that may be earned ranges from 0% to 150% of the target award, with no PRSUs earned for below threshold-level performance, 50% of PRSUs earned for threshold-level performance, 100% of PRSUs earned for target-level performance, and 150% of PRSUs earned for maximum-level performance. As of December 31, 2024, PRSU’s granted in 2024 are being accrued at target, PRSU’s granted in 2023 are being accrued at threshold and PRSU’s granted in 2022 accrued at zero. The different levels of accrual are commensurate with the projected Company’s performance for the respective grant.

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. There were 217,650, 235,850, and 212,811 RSU's granted for the years ended December 31, 2024, 2023, and 2022, respectively, and 67,350, 79,050, and 63,250 PRSU’s granted for the year ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes the Company’s RSU and PRSU awards under the 2024 Omnibus Plan for the year ended December 31, 2024:


		RSU Awards					PRSU Awards
				Weighted-Average					Weighted-Average
				Grant-Date					Grant-Date
		Shares		Fair Value			Shares		Fair Value
Non-vested awards at December 31, 2023		280,161		$	21.14		77,570		$	20.08
Granted		217,650			16.92		67,350			16.81
Reduced shares due to performance factor		—			—		(28,720)			21.85
Vested		(166,315)			20.02		(33,040)			18.58
Forfeitures		(8,700)			19.42		—			—
Non-vested awards at December 31, 2024		322,796		$	18.91		83,160		$	17.42
Vested but unissued at December 31, 2024		211,154		$	20.30		23,715		$	19.99

As of December 31, 2024, there was $4.6 million of total unrecognized compensation cost related to RSU and PRSU awards granted under the 2024 and 2014 Omnibus Plans. That cost is expected to be recognized over a weighted-average period of 2.1 years. The total fair value of awards vested for the years ended December 31, 2024, 2023, and 2022 were $2.9 million, $5.8 million, and $7.6 million, respectively. The vested but unissued RSU awards consist of awards made to employees and directors who are eligible for retirement. The vested but unissued PRSU awards consist of awards made to employees 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. Awards are made under this plan on certain compensation not eligible for contributions made under the profit sharing plan, due to the terms of the profit sharing plan and the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Employees receive awards under this plan proportionate to the amount they would have received under the profit sharing plan, but for limits imposed by the profit sharing plan and the Internal Revenue Code. The awards are made as cash awards, and then converted to common stock equivalents (phantom shares) at the then current fair value of the Company’s common stock. Dividends are credited to each employee’s account in the form of additional phantom shares each time the Company pays a dividend on its common stock. In the event of a change of control (as defined in this plan), an employee’s interest is converted to a fixed dollar amount and deemed to be invested in the same manner as their interest in the Bank’s non-qualified deferred compensation plan. Employees vest under this plan 20% per year for the first 5 years of employment and are 100% vested thereafter. Employees also become 100% vested upon a change of control. Employees receive their vested interest in this plan in the form of a cash lump sum payment or installments, as elected by the employee, after termination of employment. 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 Company’s Phantom Stock Plan at or for the year ended December 31, 2024:


Phantom Stock Plan		Shares		Fair Value			Weighted-Average Fair Value
Outstanding at December 31, 2023		180,847		$	16.48
Granted		16,669					$	13.85
Distributions		(1,645)					$	15.65
Outstanding and vested at December 31, 2024		195,871		$	14.28

The Company recorded stock-based compensation (benefit) expense for the phantom stock plan of ($0.2) million, ($0.3) million, and ($0.6) million for the years ended December 31, 2024, 2023, and 2022, respectively. The total fair value of distributions from the phantom stock plan were $26,000, $21,000, and $23,000 for the years ended December 31, 2024, 2023, and 2022, respectively.