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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2024
Stock-Based Compensation [Abstract] |
Stock-Based Compensation | Note 9 – Stock-based Compensation Under the Company’s Amended and Restated Equity Compensation Plan (the “Plan”) approved by the Company’s shareholders on May 2, 2019, to replace the 2004 Equity Compensation Plan, stock options, stock units, stock awards, stock appreciation rights, dividend equivalents, and other stock-based awards may be granted to employees, non-employee directors, and consultants and advisors. The Plan authorizes 6,250,000 shares for issuance under the Plan. A maximum of 3,125,000 shares under the Plan may be issued pursuant to stock awards, stock units and other stock-based awards, subject to adjustment as provided in the Plan. During any calendar year, no individual may be granted (i) stock options and stock appreciation rights under the Plan for more than 500,000 shares of Company stock in the aggregate or (ii) stock awards, stock units or other stock-based awards under the Plan for more than 500,000 shares of Company stock in the aggregate, subject to adjustment as provided in the Plan. Awards to employees and consultants under the Plan are made by a committee of the Board of Directors of the Company, except that with respect to awards to the Chief Executive Officer, the committee recommends those awards for approval by the non-employee directors of the Board of Directors. In the case of awards to non-employee directors, the Board of Directors makes such awards. At September 30, 2024, 1,300,450 shares were still available for issuance under the Plan. No further grants may be made under the Company’s 2004 Equity Compensation Plan. Performance Share Units – A performance share unit (“PSU”) represents the right to receive a share of the Company’s common stock if specified performance goals are met over the three year performance period specified in the grant, subject to exceptions through the respective vesting period, which is generally three years. Each grantee is granted a target award of PSUs and may earn between 0% and 200% of the target amount depending on the Company’s performance against the performance goals. The following table provides compensation expense for PSUs:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation within operations and maintenance expenses |  | $ | 986 |  | $ | 1,039 |  | $ | 2,174 |  | $ | 5,444
Income tax benefit |  |  | 248 |  |  | 260 |  |  | 545 |  |  | 1,364
The following table summarizes the PSU transactions for the nine months ended September 30, 2024:
|  |  | Number |  | Weighted
|  |  | of |  | Average
|  |  | Share Units |  | Fair Value
Nonvested share units at beginning of period |  |  | 531,437 |  | $ | 40.03
Granted |  |  | 227,284 |  |  | 38.10
Performance criteria adjustment |  |  | (155,959) |  |  | 31.50
Share units issued |  |  | (96,425) |  |  | 43.40
Forfeited |  |  | (46,419) |  |  | 41.23
Nonvested share units at end of period |  |  | 459,918 |  |  | 41.14
A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions using the Monte Carlo valuation method, which assesses probabilities of various outcomes of market conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based condition is satisfied. The per unit weighted-average fair value at the date of grant for PSUs granted during the nine months ended September 30, 2024 and 2023 was $38.10 and $45.06, respectively. The fair value of each PSU grant is amortized monthly into compensation expense on a straight-line basis over their respective vesting periods, generally 36 months. The accrual of compensation costs is based on the Company’s estimate of the final expected value of the award and is adjusted as required for the portion based on the performance-based condition. The Company assumes that forfeitures will be minimal, and recognizes forfeitures as they occur, which results in a reduction in compensation expense. As the payout of the PSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the PSUs. The recording of compensation expense for PSUs has no impact on net cash flows. Restricted Stock Units – A restricted stock unit (“RSU”) represents the right to receive a share of the Company’s common stock. RSUs are eligible to be earned at the end of a specified restricted period, which is generally three years, beginning on the date of grant. The Company assumes that forfeitures will be minimal and recognizes forfeitures as they occur, which results in a reduction in compensation expense. As the payout of the RSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the RSUs. The following table provides the compensation expense and income tax benefit for RSUs:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation within operations and maintenance expenses |  | $ | 508 |  | $ | 746 |  | $ | 2,078 |  | $ | 2,186
Income tax benefit |  |  | 128 |  |  | 187 |  |  | 521 |  |  | 548
The following table summarizes the RSU transactions for the nine months ended September 30, 2024:
|  |  | Number |  | Weighted
|  |  | of |  | Average
|  |  | Stock Units |  | Fair Value
Nonvested stock units at beginning of period |  |  | 192,217 |  | $ | 45.06
Granted |  |  | 104,661 |  |  | 36.61
Stock units vested and issued |  |  | (65,625) |  |  | 44.42
Forfeited |  |  | (19,828) |  |  | 41.36
Nonvested stock units at end of period |  |  | 211,425 |  |  | 41.40
The per unit weighted-average fair value at the date of grant for RSUs granted during the nine months ended September 30, 2024 and 2023 was $36.61 and $45.53, respectively. Stock Options – A stock option represents the option to purchase a number of shares of common stock of the Company as specified in the stock option grant agreement at the exercise price per share as determined by the closing market price of our common stock on the grant date. Stock options are exercisable in installments of 33% annually, starting one year from the grant date and expire 10 years from the grant date, subject to satisfaction of designated performance goals. The fair value of each stock option is amortized into compensation expense using the graded-vesting method, which results in the recognition of compensation costs over the requisite service period for each separately vesting tranche of the stock options as though the stock options were, in substance, multiple stock option grants. The following table provides the compensation cost and income tax benefit for stock-based compensation related to stock options:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  |  | September 30,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation within operations and maintenance expenses |  | $ | 32 |  | $ | 181 |  | $ | 233 |  | $ | 480
Income tax benefit |  |  | 8 |  |  | 45 |  |  | 58 |  |  | 120
The fair value of options was estimated at the grant date using the Black-Scholes option-pricing model. The following assumptions were used in the application of this valuation model: ﻿
| 2024 | 2023 |
Expected term (years) |  | 5.5 |  | 5.5 |
Risk-free interest rate |  | 4.00% |  | 4.03% |
Expected volatility |  | 28.30% |  | 27.80% |
Dividend yield |  | 3.43% |  | 2.53% |
Grant date fair value per option | $ | 8.12 | $ | 11.37 |
﻿Historical information was the principal basis for the selection of the expected term and dividend yield. The expected volatility is based on a weighted-average combination of historical and implied volatilities over a time period that approximates the expected term of the option. The risk-free interest rate was selected based upon the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. ﻿The following table summarizes stock option transactions for the nine months ended September 30, 2024:
|  |  |  | Weighted |  | Weighted |  |  |
|  |  |  | Average |  | Average |  | Aggregate
|  |  |  | Exercise |  | Remaining |  | Intrinsic
|  | Shares |  | Price |  | Life (years) |  | Value
Outstanding at beginning of period |  | 882,442 |  | $ | 37.03 |  |  |  |  |
Granted |  | 119,548 |  |  | 35.78 |  |  |  |  |
Forfeited |  | (17,917) |  |  | 39.27 |  |  |  |  |
Expired |  | (7,103) |  |  | 44.57 |  |  |  |  |
Exercised |  | (15,383) |  |  | 34.94 |  |  |  |  |
Outstanding at end of period |  | 961,587 |  | $ | 36.81 |  | 5.2 |  | $ | 2,598
Exercisable at end of period |  | 786,865 |  | $ | 36.24 |  | 4.5 |  | $ | 2,296
Restricted Stock – Restricted stock awards provide the grantee with the rights of a shareholder, including the right to receive dividends and to vote such shares, but not the right to sell or otherwise transfer the shares during the restriction period. Restricted stock awards result in compensation expense that is equal to the fair market value of the stock on the date of the grant and is amortized ratably over the restriction period. The Company expects forfeitures of restricted stock to be de minimis. The following table provides the compensation cost and income tax benefit for stock-based compensation related to restricted stock:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation within operations and maintenance expenses |  | $ | 13 |  | $ | 12 |  | $ | 37 |  | $ | 37
Income tax benefit |  |  | 3 |  |  | 3 |  |  | 10 |  |  | 10
The following table summarizes restricted stock transactions for the nine months ended September 30, 2024:
|  | Number |  | Weighted
|  | of |  | Average
|  | Shares |  | Fair Value
Nonvested restricted stock at beginning of period |  | 1,412 |  | $ | 35.42
Granted |  | - |  |  | -
Vested |  | - |  |  | -
Nonvested restricted stock at end of period |  | 1,412 |  | $ | 35.42
There were no restricted stock awards granted during the nine months ended September 30, 2024 and 2023. Stock Awards – Stock awards represent the issuance of the Company’s common stock, without restriction. The issuance of stock awards results in compensation expense that is equal to the fair market value of the stock on the grant date and is expensed immediately upon grant. The following table provides the compensation cost and income tax benefit for stock-based compensation related to stock awards:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation within operations and maintenance expenses |  | $ | - |  | $ | - |  | $ | 840 |  | $ | 780
Income tax benefit |  |  | - |  |  | - |  |  | 233 |  |  | 219
The following table summarizes stock award transactions for the nine months ended September 30, 2024:
|  | Number |  | Weighted
|  | of |  | Average
|  | Stock Awards |  | Fair Value
Nonvested stock awards at beginning of period |  | - |  | $ | -
Granted |  | 22,813 |  |  | 36.82
Vested |  | (22,813) |  |  | 36.82
Nonvested stock awards at end of period |  | - |  |  | -
The weighted-average fair value at the date of grant for stock awards granted during the nine months ended September 30, 2024 and 2023 was $36.82 and $41.78, respectively.

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