XML 33 R23.htm IDEA: XBRL DOCUMENT
v3.21.2

STOCK-BASED COMPENSATION | 6 Months Ended
--- | ---
Jun. 30, 2021
STOCK-BASED COMPENSATION |
STOCK-BASED COMPENSATION | 16.STOCK-BASED COMPENSATION Before the Merger, Bridge and Legacy Dime granted share-based awards under their respective share-based compensation plans, including the Bridge Bancorp, Inc. 2019 Equity Incentive plan (the “2019 Equity Incentive Plan”) and the Dime Community Bancshares, Inc. 2020 Equity and Incentive Plan (the “Legacy Dime 2020 Equity Plan") (collectively, the "Stock Plans"), which are both subject to the accounting requirements of ASC 718. At June 30, 2021, there were 681,098 shares reserved for issuance under the Legacy Dime 2020 Equity Plan and there were 197,889 shares reserved for issuance under the 2019 Equity Incentive Plan. In anticipation of the Merger, Legacy Dime accelerated and vested all unvested and outstanding share-based awards such that there were no outstanding awards as of December 31, 2020. In connection with the Merger, all outstanding stock options granted under Legacy Dime’s equity plans, were legally assumed by the combined company and adjusted so that its holder is entitled to receive a number of shares of Dime’s common stock equal to the product of (a) the number of shares of Legacy Dime common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded, as applicable, to the nearest whole share, and otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date)). In connection with the Merger, all outstanding stock options, performance-based restricted stock units and time-vesting restricted stock units of Bridge, which we refer to as the Bridge equity awards, which were outstanding immediately before the Merger Date continue to be awards in respect of Dime common stock following the Merger, subject to the same terms and conditions that were applicable to such awards before the Merger Date. ​ Stock Option Awards The following table presents a summary of activity related to stock options granted under the Stock Plans, and changes during the period then ended: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ |  | ​ | ​ |  | Weighted- |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted- | ​ | Remaining | ​ | Aggregate
​ | ​ | Number of | ​ | Average Exercise | ​ | Contractual | ​ | Intrinsic
​ |  | Options |  | Price |  | Years |  | Value
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Options outstanding at January 1, 2021 | ​ | 28,842 | ​ | $ | 15.05 | ​ | ​ | ​ | ​ | ​
Options outstanding at January 1, 2021 as adjusted for conversion | ​ | 18,685 | ​ | ​ | 23.23 | ​ | ​ | ​ | ​ | ​
Options acquired (1) | ​ | 180,020 | ​ | ​ | 35.39 | ​ | ​ | ​ | ​ | ​
Options exercised |  | 17,102 | ​ |  | 23.40 |  |  | ​ |  |
Options outstanding at June 30, 2021 |  | 181,603 | ​ | $ | 35.26 |  | 8.1 | ​ | $ | 19
Options vested and exercisable at June 30, 2021 |  | 181,603 | ​ | $ | 35.26 |  | 8.1 | ​ | $ | 19
| (1) | Options acquired in the Merger expire one year from the date of the Effective Date of the Merger.
​ Information related to stock options during each period is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
(In thousands) |  | 2021 |  | 2020 | ​ | 2021 |  | 2020
Cash received for option exercise cost | ​ | $ | 28 | ​ | $ | 38 | ​ | $ | 396 | ​ | $ | 38
Income tax benefit recognized on stock option exercises | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Intrinsic value of options exercised | ​ |  | 11 | ​ |  | 8 | ​ |  | 77 | ​ |  | 8
​ Restricted Stock Awards The Company has made restricted stock award grants to outside Directors and certain officers under the Stock Plans. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers still vest over a pre-determined requisite period. All awards were made at the fair value of Common Stock on the grant date. Compensation expense on all restricted stock awards is based upon the fair value of the shares on the respective dates of the grant. The following table presents a summary of activity related to the RSAs granted, and changes during the period then ended: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ |  | Weighted-
​ | ​ | ​ | ​ | Average
​ | ​ | Number of | ​ | Grant-Date
​ |  | Shares |  | Fair Value
​ | ​ | ​ | ​ | ​ | ​
Unvested allocated shares outstanding at January 1, 2021 | ​ | — | ​ | $ | —
Shares acquired in the merger | ​ | 89,043 | ​ | ​ | 31.00
Shares granted |  | 454,067 | ​ |  | 25.77
Shares vested | ​ | (98,881) | ​ | ​ | 30.44
Shares forfeited |  | (30,489) | ​ |  | 25.62
Unvested allocated shares at June 30, 2021 |  | 413,740 | ​ | $ | 25.79
​ Information related to RSAs during each period is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
(Dollars in thousands) |  | 2021 |  | 2020 | ​ | 2021 |  | 2020
Compensation expense recognized | ​ | $ | 1,514 | ​ | $ | 406 | ​ | $ | 2,350 | ​ | $ | 867
Income tax benefit recognized on vesting of RSA | ​ |  | (86) | ​ |  | (61) | ​ |  | (86) | ​ |  | (57)
Weighted average remaining years for which compensation expense is to be recognized | ​ |  | 2.8 | ​ |  | — | ​ |  | 2.8 | ​ |  | —
​ As of June 30, 2021, there was $8.5 million of total unrecognized compensation cost related to unvested restricted stock awards. Performance Based Share Awards Legacy Dime maintained the LTIP, a long term incentive award program for certain officers, which meets the criteria for equity-based accounting. For each award, threshold (50% of target), target (100% of target) and stretch (150% of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of Common Stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. At December 31, 2020, the Company modified certain performance based share awards to accelerate the vesting of all outstanding awards in connection with the Merger. There were no outstanding PSAs at December 31, 2020. This plan continued into 2021. As of June 30, 2021, no shares have been granted. Total compensation benefit of $3 thousand was recognized during the three-month period ended June 30, 2020, and total compensation expense of $152 thousand was recognized for the six-month period ended June 30, 2020. Sales Incentive Awards Legacy Dime maintained a sales incentive award program for certain officers, which meets the criteria for equity-based accounting. For each quarter an individual can earn their shares based on their sales performance in that quarter. The shares then vest one year from the quarter in which they are earned. Shares of Common Stock are issued on the grant date and held as unvested stock awards until the end of the performance period. They are issued at the maximum opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. At December 31, 2020, the Company modified certain performance based share awards to accelerate the vesting of all outstanding awards in connection with the Merger. There were no outstanding sales incentive share awards at December 31, 2020. Total compensation expense of $75 thousand was recognized during the three-month period ended June 30, 2020, and $130 thousand for the six-month period ended June 30, 2020.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration