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STOCKHOLDERS' EQUITY AND SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Stockholders' Equity and Share-Based Compensation

Stockholders' Equity and Share-Based Compensation

10. STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Preferred Stock

The Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) authorizes the issuance of up to 10,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”). Under the terms of the Restated Certificate, the Board is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue by a unanimous vote such shares of Preferred Stock in one or more series. Each such series of Preferred Stock shall have such rights, preferences, privileges, and restrictions, including voting rights, dividend rights, redemption privileges, and liquidation preferences, as shall be determined by the Board. There were no preferred shares outstanding as of December 31, 2024 or 2023.

Share Repurchase Authorization

As of December 31, 2017, there was $30,000 authorized for share repurchase. In 2018, the Company’s Board approved a share repurchase program authorizing up to $25,000 in additional share repurchases. In November 2022, the Company’s Board approved a $25,000 increase to the Company’s existing share repurchase authorization. In May 2024, the Company’s Board approved a $40,000 increase to the Company’s existing share repurchase authorization, bringing the aggregate size of the share repurchase program to $120,000 as of December 31, 2024. There is no fixed termination date for this repurchase program. Purchases may be made in open-market transactions, block transactions on or off an exchange, or in privately negotiated transactions. The timing and amount of any share repurchases will be based on market conditions and other factors.

The Company repurchased 188 and 129 shares for $12,597 and $5,446 during the years ended December 31, 2024 and 2023, respectively, under the Board-authorized repurchase program. Such cost reflects the applicable one percent excise tax imposed by the Inflation Reduction Act of 2022 on the net value of certain stock repurchases made after December 31, 2022. There were no share repurchases during the year ended December 31, 2022. As of December 31, 2024, the Company has repurchased an aggregate of 2,916 shares for $60,315 under the Board-authorized repurchase program, and the maximum approximate dollar value of shares that may yet be purchased under the Company’s existing Board-authorized program is $59,685.

Dividend Payments

The following tables summarize the Company’s quarterly cash dividends declared during the years ended December 31, 2024 and 2023 (in thousands, except per share data):


Year Ended December 31, 2024
Dividend per Share			Declaration Date			Record Date			Payment Date			Total Dividend
$	0.10		February 12, 2024			February 27, 2024			March 15, 2024			$	2,636
$	0.10		April 30, 2024			May 14, 2024			May 29, 2024			$	2,635
$	0.10		July 30, 2024			August 13, 2024			August 30, 2024			$	2,629
$	0.10		October 29, 2024			November 12, 2024			November 29, 2024			$	2,627

Year Ended December 31, 2023
Dividend per Share			Declaration Date			Record Date			Payment Date			Total Dividend
$	0.08		February 9, 2023			February 21, 2023			March 10, 2023			$	2,107
$	0.08		May 4, 2023			May 16, 2023			June 2, 2023			$	2,099
$	0.08		August 2, 2023			August 15, 2023			September 1, 2023			$	2,101
$	0.08		October 31, 2023			November 14, 2023			December 1, 2023			$	2,103

For the year ended December 31, 2022, the Company declared a special cash dividend of $0.34 per share. The total cash payment of $8,948 was made on December 23, 2022 to stockholders of record at the close of business on December 5, 2022.

Declaration of any future cash dividends will depend upon the Company’s financial position, strategic plans, and general business conditions.

Equity Compensation Plan Descriptions

In 2007, the Board adopted and the Company’s stockholders approved the 2007 Stock Incentive Plan. In 2010, the Board adopted and the stockholders approved the Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”), which, among other things, extended the term of the 2007 Plan to 2020. In May 2019, the Company’s stockholders approved an amendment to the 2007 Plan, which authorized the issuance of up to 1,900 shares of common stock. Under the terms of the 2007 Plan, the Company is authorized, for a ten-year period, to grant options, stock appreciation rights, nonvested stock, nonvested stock units, and other stock-based awards to employees, officers, directors, and consultants.

In 2020, the Board adopted and the Company’s stockholders approved the 2020 Stock Incentive Plan (the “2020 Plan”), which replaces the Amended and Restated 2007 Stock Incentive Plan. In May 2023, the Company’s stockholders approved an amendment to the 2020 Plan, which authorized the issuance of 1,253 shares of common stock. As of December 31, 2024, there were 119 shares eligible for future grants under the 2020 Plan.

1997 Employee Stock Purchase Plan

In November 1997, the Board adopted and the Company’s stockholders approved the 1997 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). The Employee Stock Purchase Plan authorizes the issuance of common stock to participating employees. Under the Employee Stock Purchase Plan, as amended, employees are eligible to purchase Company stock at 95% of the purchase price as of the last business day of each six-month offering period. In May 2022, the Board adopted and the Company’s stockholders approved an amendment to the Employee Stock Purchase Plan, which reserved an aggregate of 1,303 shares of common stock for issuance under the Employee Stock Purchase Plan, of which 1,239 shares have been purchased as of December 31, 2024.

Accounting for Share-Based Compensation

The Company measures the grant date fair value of equity awards given to employees and recognizes that cost, adjusted for forfeitures, over the period that services are performed. The Company values grants with multiple vesting periods as a single award, estimates expected forfeitures based upon historical patterns of employee turnover, and records share-based compensation as a component of SG&A expenses.

The following table summarizes the share-based compensation expenses included in the consolidated statements of income (in thousands):


		2024			2023			2022
Pre-tax expense for nonvested units		$	8,475		$	7,022		$	5,675
Tax benefit			(2,192)			(1,853)			(1,512)
Net effect on net income		$	6,283		$	5,169		$	4,163

In 2024, 2023, and 2022, the Company issued nonvested stock units that settle in stock and vest over periods of up to four years. Recipients of nonvested stock units do not possess stockholder rights. The fair value of nonvested stock

units is based on the end of day market value of the Company’s common stock on the grant date. The following table summarizes the Company’s nonvested stock unit activity in 2024 (shares in thousands):


				Weighted-Average
				Grant Date
		Shares		Fair Value
Nonvested at January 1, 2024		450		$	47.09
Granted		183			67.83
Vested		(159)			45.75
Canceled		(19)			57.71
Nonvested at December 31, 2024		455			55.44

The weighted-average grant-date fair value of nonvested stock units granted in 2024, 2023 and 2022 was $67.83, $62.50, and $53.50, respectively. The total fair value of nonvested stock units that vested in 2024, 2023, and 2022 was $11,264, $9,700, and $7,202, respectively. Unearned compensation cost related to the nonvested portion of outstanding nonvested stock units was $22,404 as of December 31, 2024, and is expected to be recognized over a weighted-average period of approximately 2.9 years. The aggregate intrinsic value of the nonvested stock units at December 31, 2024, which is calculated based on the positive difference between the fair value of the Company’s stock on December 31, 2024 and the grant price of the underlying awards, was $31,493.