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STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2023
STOCK-BASED COMPENSATION [Abstract]  
STOCK-BASED COMPENSATION
NOTE 13 – STOCK-BASED
.
COMPENSATION
The First Bancorp
 
Omnibus Incentive
 
Plan (the “Omnibus
 
Plan”), which is
 
effective until
 
May 24, 2026,
 
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
 
June 30,
 
2023,
 
there
 
were
3,174,889
 
authorized
 
shares
 
of
 
common
 
stock
 
available
 
for
 
issuance
 
under
 
the
 
Omnibus
 
Plan.
 
The
 
Board,
 
based
 
on
 
the
recommendation of
 
the Compensation
 
and Benefits
 
Committee of
 
the Board,
 
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.
 
The Corporation
 
issued
495,891
 
shares during
 
the six-month
 
period ended
 
June 30,
 
2023
 
in
connection with restricted stock awards, which were reissued from
 
treasury shares.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following table summarizes the restricted stock activity under the Omnibus
 
Plan during the six-month periods ended June 30,
 
2023 and 2022:
Six-Month Period Ended
Six-Month Period Ended
June 30,
 
2023
June 30,
 
2022
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
938,491
$
9.14
1,148,775
$
6.61
Granted
(1)
495,891
11.99
301,440
13.15
Forfeited
(57,491)
11.29
(10,364)
8.82
Vested
(481,536)
5.93
(487,198)
5.72
Unvested shares outstanding at end of period
895,355
$
12.31
952,653
$
9.11
(1)
Includes for the six-month period ended June 30, 2023,
3,502
 
shares of restricted stock awarded to independent directors and
492,389
 
shares of restricted stock awarded to employees, of
which
33,718
 
shares were granted to retirement-eligible employees and
 
thus charged to earnings as of the grant date. Includes
 
for the six-month period ended June 30, 2022,
3,048
 
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.
For the quarter and
 
six month-periods ended June
 
30, 2023, the Corporation
 
recognized $
1.4
 
million and $
3.0
 
million, respectively,
of
 
stock-based
 
compensation
 
expense
 
related
 
to
 
restricted
 
stock
 
awards,
 
compared
 
to
 
$
0.9
 
million
 
and
 
$
1.8
 
million
 
for
 
the
 
same
periods in 2022, respectively.
 
As of June 30, 2023,
 
there was $
6.4
 
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
1.9
 
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.
 
On March 16, 2023, the Corporation granted 216,876 performance units to executives. Performance units granted on or after March
16, 2023 will vest on the third anniversary of the effective date of the award based on actual achievement of two performance metrics
weighted equally: relative total shareholder return (“Relative TSR”), compared to companies that comprise the KBW Nasdaq
Regional Banking Index, and the achievement of a tangible book value per share (“TBVPS”) goal, which is measured based upon the
growth in the tangible book value during the performance cycle, adjusted for certain allowable non-recurring transactions. The
participant may earn 50% of their target opportunity for threshold-level performance and up to 150% of their target opportunity for
maximum-level performance, based on the achievement of the performance goals during a three-year performance cycle. Amounts
between threshold, target and maximum performance will vest in a proportional amount. Performance units granted prior to March 16,
2023 vest subject only to achievement of a TBVPS goal and the participant may earn only up to 100% of their target opportunity.
 
The following
 
table summarizes
 
the performance
 
units activity
 
under the
 
Omnibus Plan
 
during
 
the six-month
 
periods ended
 
June
30, 2023 and 2022:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six-Month Period Ended
Six-Month Period Ended
June 30,
 
2023
June 30,
 
2022
Number
 
Weighted -
Number
 
Weighted -
of
Average
of
Average
Performance
Grant Date
Performance
Grant Date
Units
Fair Value
Units
Fair Value
Performance units at beginning of year
791,923
7.36
814,899
7.06
Additions
(1)
216,876
12.24
166,669
13.15
Vested
(2)
(474,538)
4.08
(189,645)
11.16
Performance units at end of period
534,261
12.25
791,923
7.36
(1)
Units granted during the six-month periods ended June
 
30,
 
2023 are subject to the achievement of the Relative TSR and TBVPS
 
performance goals during a three-year performance cycle
beginning January 1, 2023 and ending on December 31, 2025.
 
Units granted during the six-month period ended June 30,
 
2022 are subject to the achievement of the TBVPS performance
goal during a three-year performance cycle beginning January 1,
 
2022 and ending on December 31, 2024.
(2)
Units vested during the six-month period ended June 30,
 
2023 are related to performance units granted in 2020 that met certain pre-established
 
targets and were settled with shares of
common stock reissued from treasury shares. Units
 
vested during the six-month period ended June 30,
 
2022 are related to performance units granted in 2019 that met certain
 
pre-
established targets and were settled with shares
 
of common stock reissued from treasury shares.
The fair value of the performance units awarded during the six-month periods ended June 30, 2023 and 2022, that was based on the
TBVPS goal component, was calculated based on the market price of the Corporation’s common stock on the respective date of the
grant and assuming attainment of 100% of target opportunity. As of June 30, 2023, there have been no changes in management’s
assessment of the probability that the pre-established TBVPS goal will be achieved; as such, no cumulative adjustment to
compensation expense has been recognized. The fair value of the performance units awarded during the six-month period ended June
30, 2023, that was based on the Relative TSR component, was calculated using a Monte Carlo simulation. Since the Relative TSR
component is considered a market condition, the fair value of the portion of the award based on Relative TSR is not revised
subsequent to grant date based on actual performance.
The following
 
table summarizes
 
the valuation
 
assumptions used
 
to calculate
 
the fair
 
value of
 
the Relative
 
TSR component
 
of the
performance units granted under the Omnibus Plan during the six-month
 
period ended June 30, 2023:
 
 
 
 
 
 
 
 
 
Six-Month Period Ended
June 30,
 
2023
Risk-free interest rate
(1)
3.98
%
Correlation coefficient
77.16
Expected dividend yield
(2)
-
Expected volatility
(3)
41.37
Expected life (in years)
2.79
(1)
Based on the yield on zero-coupon U.S. Treasury
 
STRIPS as of the grant date.
(2)
Assumes that dividends are reinvested at each ex-dividend date.
(3)
Calculated based on the historical volatility of the Corporation's
 
stock price with a look-back period equal to the simulation
 
term using daily stock prices.
For the
 
quarter
 
and
 
six-month
 
periods
 
ended
 
June 30,
 
2023 and
 
2022,
 
the Corporation
 
recognized
 
$
0.5
 
million
 
and
 
$
1.0
 
million,
respectively,
 
of
 
stock-based
 
compensation
 
expense
 
related
 
to
 
performance
 
units,
 
compared
 
to
 
$
0.5
 
million
 
and
 
$
0.8
 
million
 
for
 
the
same periods
 
in 2022,
 
respectively.
 
As of
 
June 30,
 
2023,
 
there was
 
$
4.1
 
million
 
of total
 
unrecognized
 
compensation cost
 
related
 
to
unvested performance units that the Corporation expects to recognize
 
over a weighted average period of
2.2
 
years.
 
Shares withheld
During
 
the first
 
six
 
months
 
of 2023,
 
the Corporation
 
withheld
287,835
 
shares (first
 
six
 
months
 
of
 
2022 –
201,930
 
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.