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STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2022
STOCK-BASED COMPENSATION [Abstract] |
STOCK-BASED COMPENSATION [Text Block] | NOTE 16 – STOCK-BASED . COMPENSATION On April 29, 2008, the Corporation’s stockholders approved 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 December 31, 2022, there were 3,830,165 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 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 stock granted to directors are generally subject to vesting on the one-year anniversary of the grant date. Common shares issued during the year ended December 31, 2022 in connection with restricted stock awards were reissued from treasury shares. The following table summarizes the restricted stock activity under the Omnibus Plan during the years ended December 31, 2022 and 2021: 2022 2021 Number of Weighted- Number of Weighted- shares of Average shares of Average restricted Grant Date restricted Grant Date stock Fair Value stock Fair Value Unvested shares outstanding at beginning of year 1,148,775 $ 6.61 1,320,723 $ 5.74 Granted (1) 327,195 13.21 324,360 11.47 Forfeited (15,108) 8.79 (82,486) 6.42 Vested (522,371) 6.13 (413,822) 7.69 Unvested shares outstanding at end of year 938,491 $ 9.14 1,148,775 $ 6.61 (1) For the year ended December 31, 2022, includes 27,529 shares of restricted stock awarded to independent directors and 299,666 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 year ended December 31, 2021, 29,291 shares of restricted stock awarded to independent directors and 295,069 shares of restricted stock awarded to employees, of which 19,804 shares were granted to retirement-eligible employees and thus charged to earnings as of the grant date. For the years ended December 31, 2022, 2021, and 2020, the Corporation recognized $ 3.7 million, $ 3.5 million, and $ 3.2 million, respectively, of stock-based compensation expense related to restricted stock awards. As of December 31, 2022, there was $ 3.8 million of total unrecognized compensation cost related to unvested shares of restricted stock that the Corporation expects to recognize over a weighted average period of 1.5 years. Performance Units Under the Omnibus Plan, the Corporation may award performance units to 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 at the end of a three-year performance period. 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 during the year ended December 31, 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 during the years ended December 31, 2022 and 2021: Year Ended Year Ended (Number of units) December 31, 2022 December 31, 2021 Performance units at beginning of year 814,899 1,006,768 Additions 166,669 160,485 Vested (1) (189,645) (304,408) Forfeited - (47,946) Performance units as of December 31, 2022 791,923 814,899 (1) Units vested during 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 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 common stock on the respective date of the grant. For the years ended December 31, 2022, 2021, and 2020, the Corporation recognized $ 1.7 million, $ 2.0 million, and $ 1.8 million, respectively, of stock-based compensation expense related to performance units. As of December 31, 2022, there was $ 2.5 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. Other awards Under the Omnibus Plan, the Corporation may grant shares of unrestricted stock to plan participants. During the third quarter of 2020, the Corporation granted to its independent directors 19,157 shares of unrestricted stock that were fully vested at the time of the grant date. For the year ended December 31, 2020, the Corporation recognized $ 0.1 million of stock-based compensation expense related to unrestricted stock awards. There were no grants of unrestricted stock in 2022 and 2021. Shares withheld During the year ended December 31, 2022, the Corporation withheld 205,807 shares (2021 – 214,374 shares) of the restricted stock 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.

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