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STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2022
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION [Text Block]
NOTE 13 – STOCK-BASED COMPENSATION
On
 
April
 
29,
 
2008,
 
the
 
Corporation’s
 
stockholders
 
approved
 
the
 
First
 
Bancorp.
 
2008
 
Omnibus
 
Incentive
 
Plan
 
(the
 
“Omnibus
Plan”).
 
An amended
 
and restated
 
Omnibus Plan
 
was subsequently
 
approved
 
by the
 
Corporation’s
 
stockholders on
 
May 24,
 
2016 to,
among other things, increase
 
the number of shares of
 
common stock reserved for issuance
 
under the Omnibus Plan,
 
extend the term of
the Omnibus
 
Plan to May
 
24, 2026
 
and re-approve
 
the material terms
 
of the performance
 
goals under
 
the Omnibus Plan
 
for purposes
of the then-effective
 
Section 162(m) of
 
the U.S. Internal
 
Revenue Code of
 
1986, as amended.
 
The Omnibus Plan
 
provides for equity-
based and
 
non equity-based
 
compensation
 
incentives (the
 
“awards”). The
 
Omnibus Plan
 
authorizes the
 
issuance of
 
up to
14,169,807
shares of
 
common stock,
 
subject to
 
adjustments for
 
stock splits,
 
reorganizations
 
and other
 
similar events.
 
As of
 
September 30,
 
2022,
there were
3,833,996
 
authorized shares of
 
common stock available
 
for issuance
 
under the Omnibus
 
Plan. The Corporation’s
 
Board of
Directors, based
 
on the
 
recommendation of
 
the Corporation’s
 
Compensation and
 
Benefits Committee,
 
has the
 
power and
 
authority to
determine
 
those
 
eligible
 
to
 
receive
 
awards
 
and
 
to
 
establish
 
the
 
terms
 
and
 
conditions
 
of
 
any
 
awards,
 
subject
 
to
 
various
 
limits
 
and
vesting restrictions that apply to individual and aggregate awards.
Restricted
 
Stock
Under the Omnibus Plan, the
 
Corporation may grant restricted stock to plan participants, subject to forfeiture upon the occurrence of
certain events
 
until the dates specified
 
in the participant’s award
 
agreement. While
 
the restricted
 
stock is subject to forfeiture
 
and does not
contain non-forfeitable
 
dividend rights,
 
participants
 
may exercise full voting
 
rights with respect
 
to the shares of restricted
 
stock granted to
them.
 
The fair
 
value of the
 
shares of
 
restricted
 
stock granted
 
was based
 
on the market
 
price of
 
the Corporation’s
 
outstanding
 
common stock
on the date of
 
the respective grant. The shares of restricted stocks
 
granted to employees are subject to the following vesting period: fifty
percent (
50
%) of those shares
 
vest on the
two-year
 
anniversary
 
of the grant
 
date and the remaining
50
% vest on the
three-year
 
anniversary
of the grant
 
date. The
 
shares of
 
restricted
 
stocks granted
 
to directors
 
are generally
 
subject
 
to vesting
 
on the
one-year
 
anniversary
 
of the grant
date. Common shares issued during the first nine months of 2022 in connection with restricted
 
stock awards were reissued from treasury
shares.
The following table summarizes the restricted stock activity in the first nine months of 2022
 
and 2021 under the Omnibus Plan:
Nine-Month Period Ended
Nine-Month Period Ended
September 30, 2022
September 30, 2021
 
Number of shares
 
Weighted-Average
 
Number of shares
 
Weighted-Average
of restricted
Grant Date
of restricted
Grant Date
stock
 
Fair Value
stock
 
Fair Value
Unvested shares outstanding at beginning of period
1,148,775
$
6.61
1,320,723
$
5.74
Granted
(1)
323,364
13.18
316,430
11.40
Forfeited
(15,108)
8.79
(24,792)
6.32
Vested
(510,007)
6.05
(407,659)
7.70
Unvested shares outstanding at end of period
947,024
$
9.12
1,204,702
$
6.55
(1)
Includes for the nine-month period ended
 
September 30, 2022,
24,972
 
shares of restricted stock awarded to independent
 
directors and
298,392
 
shares of restricted stock awarded
 
to employees, of which
6,084
 
shares were granted to
 
retirement-eligible employees and thus
 
charged to earnings as
 
of the grant date.
 
Includes for the nine-month
 
period ended September 30,
 
2021,
26,361
 
shares of restricted
stock awarded to independent directors and
290,069
 
shares of restricted stock awarded to
 
employees, of which
19,271
 
shares were granted to retirement-eligible employees
 
and thus charged to earnings
as of the grant date.
For
 
the
 
quarter
 
and
 
nine-month
 
period
 
ended
 
September
 
30,
 
2022,
 
the
 
Corporation
 
recognized
 
$
0.9
 
million
 
and
 
$
2.7
 
million,
respectively, of stock-based compensation expense related to restricted stock awards, compared to $
0.8
 
million and $
2.6
 
million for the
same periods in 2021, respectively.
 
As of September
 
30, 2022, there was $
4.6
 
million of total unrecognized
 
compensation
 
cost related to
unvested shares
 
of restricted stock.
 
The weighted average
 
period over which the Corporation
 
expects to recognize
 
such cost was
1.6
 
years
as of September 30, 2022.
Stock-based compensation
 
accounting guidance
 
requires the
 
Corporation to
 
reverse compensation
 
expense for
 
any awards
 
that are
forfeited due
 
to employee
 
or director
 
turnover.
 
Changes in
 
the estimated
 
forfeiture rate
 
may have
 
a significant
 
effect on
 
stock-based
compensation,
 
as the
 
Corporation
 
recognizes
 
the
 
effect
 
of adjusting
 
the rate
 
for
 
all expense
 
amortization
 
in the
 
period
 
in
 
which
 
the
forfeiture estimate is changed. If the actual forfeiture
 
rate is higher than the estimated forfeiture rate, an adjustment
 
is made to increase
the
 
estimated
 
forfeiture
 
rate,
 
which
 
will
 
decrease
 
the
 
expense
 
recognized
 
in
 
the
 
financial
 
statements.
 
If
 
the
 
actual
 
forfeiture
 
rate
 
is
lower
 
than
 
the
 
estimated
 
forfeiture
 
rate,
 
an
 
adjustment
 
is
 
made
 
to
 
decrease
 
the
 
estimated
 
forfeiture
 
rate,
 
which
 
will
 
increase
 
the
expense recognized in the financial statements.
Performance
 
Units
Under the Omnibus Plan, the Corporation may award performance
 
units to Omnibus Plan participants, with each unit representing
the value of one share of the Corporation’s
 
common stock. These awards, which are granted to executives, do not contain non-
forfeitable rights to dividend equivalent amounts and can only be settled in shares
 
of the Corporation’s common
 
stock.
The
performance units will vest on the third anniversary of the effective date of the awards, subject to the achievement of a pre-established
tangible book value per share target, adjusted for certain allowable non-recurring transactions. All the performance units will vest if
performance is at the pre-established performance target level or above. However, the participants may vest with respect to 50% of
the awards to the extent that performance is below the target but not less than 80% of the pre-established performance target level (the
“80% minimum threshold”), which is measured based upon the growth in the tangible book value during the performance cycle. If
performance is between the 80% minimum threshold and the pre-established performance target level, the participants will vest on a
proportional amount. No performance units will vest if performance is below the 80% minimum threshold. The performance units
granted in the first nine months of 2022 are for the performance period beginning January 1, 2022 and ending on December 31, 2024.
The following table summarizes the performance units activity under the
 
Omnibus Plan in the first nine months of 2022 and 2021:
Nine-Month Period Ended
Nine-Month Period Ended
(Number of units)
September 30, 2022
September 30, 2021
Performance units at beginning of year
814,899
1,006,768
Additions
166,669
160,485
Vested
 
(1)
(189,645)
(304,408)
Performance units at end of period
791,923
862,845
(1)
Units vested during the nine-month period ended September 30,
 
2022 are related to performance units granted in 2019 that
 
met the pre-established target and were
settled with shares of common stock reissued from treasury
 
shares.
 
Units vested during the nine-month period ended September
 
30, 2021 are related to performance
units granted in 2018 that met the pre-established target and were
 
settled with new shares of common stock.
The fair values
 
of the performance
 
units awarded
 
were based
 
on the market
 
price of the
 
Corporation’s
 
outstanding
 
common stock
 
on the
respective date of the grant.
 
For the quarter and nine-month period ended September 30, 2022,
 
the Corporation recognized
 
$
0.5
 
million
and
 
$
1.3
 
million, respectively, of
 
stock-based compensation expense related to
 
performance units, compared
 
to
 
$
0.5
 
million and
 
$
1.5
million for the same periods
 
in 2021, respectively.
 
As of September 30,
 
2022, there was $
3.0
 
million of total unrecognized
 
compensation
cost
 
related to
 
unvested performance units
 
that
 
the
 
Corporation expects
 
to
 
recognize over
 
the
 
next
 
three years.
 
The
 
total
 
amount
 
of
compensation
 
expense recognized
 
reflects management’s
 
assessment of the
 
probability that
 
the pre-established
 
performance goal
 
will
be
 
achieved.
 
The Corporation
 
will recognize
 
a
 
cumulative
 
adjustment
 
to
 
compensation
 
expense
 
in the
 
then-current
 
period
 
to reflect
any changes in the probability of achievement of the performance goals.
Shares withheld
During the
 
first nine
 
months of
 
2022, the
 
Corporation withheld
202,649
 
shares (first
 
nine months
 
of 2021
 
213,757
 
shares) of
 
the
restricted
 
stock
 
and
 
performance
 
units
 
that
 
vested
 
during
 
such
 
period
 
to
 
cover
 
the
 
officers’
 
payroll
 
and
 
income
 
tax
 
withholding
liabilities;
 
these
 
shares
 
are
 
held
 
as
 
treasury
 
shares.
 
The
 
Corporation
 
paid
 
in
 
cash
 
any
 
fractional
 
share
 
of
 
salary
 
stock
 
to
 
which
 
an
officer
 
was entitled.
 
In
 
the consolidated
 
financial
 
statements,
 
the
 
Corporation
 
presents shares
 
withheld
 
for
 
tax purposes
 
as common
stock repurchases.