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STOCK PLANS

12 Months Ended

Dec. 31, 2024

STOCK PLANS

NOTE 10 – STOCK PLANS

On April 19, 2023, the shareholders of the Company approved the 2023 Equity and Incentive Compensation Plan ("2023 Employee Plan"), which replaced the 2015 Equity and Incentive Compensation Plan (“2015 Employee Plan”). The 2023 Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards up to an additional 2,025,000 of the Company’s common shares. In addition, on April 19, 2023, the shareholders of the Company approved the 2023 Stock Plan for Non-Employee Directors ("2023 Director Plan"), which replaced the 2015 Stock Plan for Non-Employee Directors (“2015 Director Plan”). The 2023 Director Plan provides for the granting of options, restricted shares and restricted stock units up to an additional 200,000 of the Company’s common shares. At December 31, 2024, there were 1,997,299 common shares available for future grant under all plans.

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2024 under all Plans:


				Weighted
				Average
		Number of		Exercise
		Options		Price
Balance at beginning of year		919,619		$	108.85
Options granted		86,874			246.98
Options exercised		(309,947)			88.41
Balance at end of year		696,546			135.17
Exercisable at end of year		585,979			122.17

Options granted under the 2023 Employee Plan and its predecessor plans may be outstanding for a maximum of 10 years from the date of grant. The majority of options granted vest ratably over a period of 3 years from the grant date. The exercise prices of all options were equal to the quoted market price of the Company’s common shares at the date of grant. The Company issued shares of common stock from treasury upon all exercises of stock options in 2024. In 2024, all options issued were under the 2023 Employee Plan.

The Company uses the Black-Scholes option pricing model for estimating fair values of options. In estimating the fair value of options granted, the expected option life is based on the Company’s historical experience. The expected volatility is based on historical volatility. The weighted average assumptions for each of the three years ended December 31 were as follows:


		2024			2023			2022
Expected volatility			26.90	%		27.63	%		27.14	%
Dividend yield			1.40	%		1.59	%		1.84	%
Risk-free interest rate			4.26	%		4.04	%		1.94	%
Expected option life (years)			4.8			4.8			4.7
Weighted average fair value per option granted during the year		$	66.20		$	46.94		$	27.42

The following table summarizes non-vested stock options for the year ended December 31, 2024:


				Weighted Average
		Number of		Fair Value at
		Options		Grant Date
Balance at beginning of year		248,455		$	28.36
Granted		86,874			66.20
Vested		(224,762)			37.28
Balance at end of year		110,567			53.42

The aggregate intrinsic value of options outstanding and exercisable which would have been received by the optionees had all awards been exercised at December 31, 2024 was $41,719 and $40,181, respectively. The total intrinsic value of awards exercised during 2024, 2023 and 2022 was $47,929, $35,414 and $7,082, respectively. The total fair value of options that vested during 2024, 2023 and 2022 was $8,367, $3,684 and $3,086, respectively.

The following table summarizes information about awards outstanding as of December 31, 2024:


		Outstanding							Exercisable
				Weighted			Weighted				Weighted			Weighted
		Number of		Average			Average		Number of		Average			Average
		Stock		Exercise			Remaining		Stock		Exercise			Remaining
Exercise Price Range		Options		Price			Life (years)		Options		Price			Life (years)
Under $49.99		—		$	—		—		—		$	—		—
$50.00 - $59.99		14,665			58.17		1.10		14,665			58.17		1.10
Over $60.00		681,881			136.82		6.49		571,314			123.81		6.11
		696,546					6.38		585,979					5.98

Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs")

The following table summarizes RSU and PSU activity for the year ended December 31, 2024 under all Plans:


				Weighted
				Average
		Number of		Grant Date
		Units		Fair Value
Balance at beginning of year		339,441		$	140.50
Units granted		127,810			205.67
Units vested		(164,062)			124.70
Units forfeited		(9,771)			171.97
Balance at end of year		293,418			176.70

RSUs are valued at the quoted market price on the grant date. The majority of RSUs vest over a period of 3 years. The Company issues shares of common stock from treasury upon the vesting of RSUs and any earned dividend equivalents. Conversion of 15,253 RSUs and PSUs to common shares in 2024 were deferred as part of the 2005 Deferred Compensation Plan for Executives (the "2005 Plan"). As of December 31, 2024, 93,273 RSUs and PSUs, including related dividend equivalents, have been deferred under the 2005 Plan. These units are reflected within dilutive shares in the calculation of earnings per share. In 2024, 74,124 RSUs were issued under the 2023 Employee Plan and the 2023 Director Plan. The remaining weighted average vesting period of all non-vested RSUs is 1.9 years as of December 31, 2024.

PSUs are valued at the quoted market price on the grant date. PSUs vest over a period of 3 years and are based on the Company’s performance relative to pre-established performance goals. The Company issues common stock from treasury upon the vesting of PSUs and any earned dividend equivalents. In 2024, the Company issued 53,686 PSUs and has 74,449 PSUs outstanding as of December 31, 2024 under the 2015 and 2023 Employee Plans at a weighted average

fair value of $179.73 per share. The remaining weighted average vesting period of all non-vested PSUs is 1.7 years as of December 31, 2024.

Stock-Based Compensation Expense

Expense is recognized for all awards of stock-based compensation by allocating the aggregate grant date fair value over the vesting period. No expense is recognized for any stock options, restricted or deferred shares, RSUs or PSUs ultimately forfeited because recipients fail to meet vesting requirements. Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2024, 2023 and 2022 was $24,000, $26,223 and $25,276, respectively. The related tax benefit for 2024, 2023 and 2022 was $6,009, $6,711 and $6,363, respectively. As of December 31, 2024, total unrecognized stock-based compensation expense related to non-vested stock options, RSUs and PSUs was $18,839, which is expected to be recognized over a weighted average period of approximately 1.8 years.

Lincoln Stock Purchase Plan

The 1995 Lincoln Stock Purchase Plan provides employees the ability to purchase open market shares on a commission-free basis up to a limit of ten thousand dollars annually. Under this plan, 800,000 shares have been authorized to be purchased. There were no shares purchased in 2024, 2023 or 2022.