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STOCK-BASED COMPENSATION | 9 Months Ended
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Sep. 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 September 30, 2023, there were 3,151,949 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 519,794 shares during the nine-month period ended September 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 nine-month periods ended September 30, 2023 and 2022: Nine-Month Period Ended September 30, 2023 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) 519,794 12.06 323,364 13.18 Forfeited (58,454) 11.31 (15,108) 8.79 Vested (503,460) 6.27 (510,007) 6.05 Unvested shares outstanding at end of period 896,371 $ 12.32 947,024 $ 9.12 (1) Includes, for the nine-month period ended September 30,2023, 25,786 shares of restricted stock awarded to independent directors and 494,008 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 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. For the quarter and nine month-period ended September 30, 2023, the Corporation recognized $ 1.3 million and $ 4.3 million, respectively, of stock-based compensation expense related to restricted stock awards, compared to $ 0.9 million and $ 2.7 million for the same periods in 2022, respectively. As of September 30, 2023, there was $ 5.4 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 1.7 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 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 individual achievement of each performance goal 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 nine-month periods ended September 30, 2023 and 2022: Nine-Month Period Ended September 30, 2023 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 nine-month period ended September 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 nine-month period ended September 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 nine-month period ended September 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 nine-month period ended September 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 nine-month periods ended September 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 September 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 nine-month period ended September 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 nine-month period ended September 30, 2023: Nine-Month Period Ended September 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 Separate Trading of Registered Interest and Principal of Securities 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 nine-month periods ended September 30, 2023, the Corporation recognized $ 0.6 million and $ 1.6 million, respectively, of stock-based compensation expense related to performance units, compared to $ 0.5 million and $ 1.3 million for the same periods in 2022, respectively. As of September 30, 2023, there was $ 3.6 million of total unrecognized compensation cost related to unvested performance units that the Corporation expects to recognize over a weighted average period of 2.0 years. Shares withheld During the first nine months of 2023, the Corporation withheld 288,613 shares (as compared to 202,649 shares during the first nine months of 2022) 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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