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STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2025
STOCK-BASED COMPENSATION [Abstract]  
STOCK-BASED COMPENSATION
NOTE 10 – 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
 
March 31,
 
2025, there
 
were
1,981,258
 
authorized shares
 
of common
 
stock available
 
for issuance
 
under the
 
Omnibus Plan.
 
The Corporation’s
 
Board of
 
Directors,
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 following table summarizes the restricted stock activity under the Omnibus
 
Plan during the quarters ended March 31, 2025
and 2024:
Quarter ended
Quarter ended
March 31, 2025
March 31, 2024
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
1,007,621
$
14.39
889,642
$
12.30
Granted
(1)
447,631
18.35
398,013
17.35
Forfeited
(2,180)
15.22
(1,905)
12.14
Vested
(364,677)
12.44
(252,504)
12.26
Unvested shares outstanding at end of period
1,088,395
$
16.67
1,033,246
$
14.26
(1)
For the quarter ended March 31, 2025, includes
2,086
 
shares of restricted stock awarded to independent directors and
445,545
 
shares of restricted stock awarded to employees, of which
103,560
 
shares were granted to retirement-eligible employees and
 
thus charged to earnings as of the grant date. For the
 
quarter ended March 31, 2024, includes
2,280
 
shares of restricted
stock awarded to independent directors and
395,733
 
shares of restricted stock awarded to employees, of which
84,122
 
shares were granted to retirement-eligible employees and thus
charged to earnings as of the grant date.
For the quarters
 
ended March 31,
 
2025 and 2024,
 
the Corporation recognized
 
$
3.1
 
million and $
2.4
 
million, respectively,
 
of stock-
based compensation
 
expense related
 
to restricted
 
stock awards.
 
As of
 
March 31,
 
2025,
 
there was
 
$
9.4
 
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
2.0
 
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, have the right to receive dividend
equivalents. Such dividend equivalents accrue during the performance cycle and are paid in cash on the vesting date based upon
achievement of the performance goals.
 
Performance units granted 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.
The following
 
table summarizes
 
the performance
 
units activity under
 
the Omnibus
 
Plan during
 
the quarters
 
ended March
 
31, 2025
and 2024:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter ended
Quarter ended
March 31, 2025
March 31, 2024
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
549,032
$
14.37
534,261
$
12.25
Additions
(1)
160,744
18.66
165,487
18.39
Vested
(2)
(166,669)
13.15
(150,716)
11.26
Performance units at end of period
543,107
$
16.01
549,032
$
14.37
(1)
Units granted during the quarters ended March 31, 2025 and 2024
 
are based on the achievement of the Relative TSR and TBVPS
 
performance goals during a three-year performance cycle
beginning January 1, 2025 and January 1, 2024, respectively,
 
and ending on December 31, 2027 and December 31, 2026,
 
respectively.
(2)
Units vested during the quarters ended March 31, 2025 and
 
2024 are related to performance units granted in 2022 and 2021, respectively,
 
that met the pre-established target and were
settled with shares of common stock reissued from treasury shares.
The
 
fair
 
value
 
of
 
the
 
performance
 
units
 
awarded,
 
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 March
 
31, 2025, 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, 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 quarters
 
ended March 31, 2025 and 2024:
Quarter Ended March 31,
2025
2024
Risk-free interest rate
(1)
3.92
%
4.41
%
Correlation coefficient
74.96
73.80
Expected dividend yield
(2)
-
-
Expected volatility
(3)
31.94
34.65
Expected life (in years)
2.79
2.78
(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 for a period equal to the simulation
 
term.
(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 quarters
 
ended March 31,
 
2025 and 2024,
 
the Corporation recognized
 
$
0.6
 
million and $
0.5
 
million, respectively,
 
of stock-
based
 
compensation
 
expense
 
related
 
to
 
performance
 
units.
 
As
 
of
 
March
 
31,
 
2025,
 
there
 
was
 
$
5.9
 
million
 
of
 
total
 
unrecognized
compensation cost
 
related to unvested
 
performance units that
 
the Corporation
 
expects to recognize
 
over a weighted
 
-average period of
2.3
 
years.
Shares withheld
During the
 
first quarter
 
of 2025,
 
the Corporation
 
withheld
182,249
 
shares (first
 
quarter of
 
2024 –
136,038
 
shares) of
 
the restricted
stock and
 
performance
 
units that
 
vested during
 
such period
 
to cover
 
the participants’
 
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.