Share-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Note 10 - Share-Based Compensation

2016 Incentive Plan

The Company maintains an equity award program to provide the Company a competitive advantage in attracting, retaining, and motivating officers, employees and directors and to provide an incentive to those individuals to increase shareholder value through long-term incentives directly linked to the Company’s performance. The Preformed Line Products Company 2016 Incentive Plan (the “Incentive Plan”) was effective upon approval by the Company’s Shareholders at the 2016 Annual Meeting of Shareholders on May 10, 2016. Under the Incentive Plan, certain employees, officers, and directors may be eligible to receive awards of options and restricted stock units (RSUs). The total number of Company common shares reserved for awards under the Incentive Plan is 1,000,000 of which 900,000 common shares have been reserved for RSUs and 100,000 common shares have been reserved for share options. As of December 31, 2024, 77,500 options and 555,865 RSUs have been granted under the Incentive Plan. The Incentive Plan expires on May 10, 2026.

Restricted Share Units

For the regular annual grants, a portion of the RSUs is subject to time-based cliff vesting and a portion is subject to vesting based upon the Company’s performance over a set period for all participants except the CEO and Executive Chairman. All of the CEO’s and Executive Chairman's regular annual RSUs are subject to vesting based upon the Company’s performance over a set-year period.

The RSUs are offered at no cost to the employees, however, the participant must remain employed with the Company until the restrictions on the RSUs lapse. The fair value of RSUs is based on the market price of a common share on the grant date. Dividends declared are accrued.

A summary of the RSUs for the years ended December 31, 2024 is as follows:


	Restricted Share Awards
	Performance and Service Required (a)	Service Required	Total Restricted Awards	Weighted-Average Grant-Date Fair Value
Nonvested as of January 1, 2024	156,477	24,108	180,585	$	71.61
Granted	40,914	7,040	47,954	123.76
Vested	(50,868)	(13,898)	(64,766)	69.12
Forfeited	0	0	0	—
Nonvested as of December 31, 2024	146,523	17,250	163,773	87.86

(a) Nonvested, performance-based RSUs are reflected above at the maximum performance achievement level.

For time-based RSUs, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award in General and administrative expense in the accompanying Statements of Consolidated Income. Annual compensation expense related to the time-based RSUs for the years ended December 31, 2024, 2023 and 2022 was $0.9 million, $0.9 million, and $0.7 million, respectively. As of December 31, 2024, there was $0.9 million of total unrecognized compensation cost related to time-based RSUs that is expected to be recognized over the weighted-average remaining period of approximately 1.4 years.

For the performance-based RSUs, the number of RSUs in which the participants will vest depends on the Company’s level of performance measured by growth in pre-tax income and sales growth over a requisite performance period. Depending on the extent to which the performance criteria are satisfied under the Incentive Plan, the participants are eligible to earn common shares over the vesting period. Performance-based compensation expense for the years ended December 31, 2024, 2023 and 2022 was $2.4 million, $3.8 million, and $3.6 million, respectively. As of December 31, 2024, the remaining performance-based RSUs compensation expense of $7.1 million, if maximum performance is achieved, is expected to be recognized over a period of approximately 1.5 years.

The excess tax benefits from service and performance-based RSUs was $3.2 million, $2.6 million, and $0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. This represents the reduction in income taxes otherwise payable during the period attributable to the actual gross tax benefits in excess of the expected tax benefits for restricted shares vested in the current period.

In the event of a Change in Control (as defined in the Incentive Plan), vesting of the RSUs will be accelerated and all restrictions will lapse. Nonvested performance-based awards are based on a maximum target potential payout. Actual shares awarded at the end of the performance period may be less than the maximum potential payout level depending on achievement of performance-based award objectives.

To satisfy the vesting of its RSUs, the Company has reserved new shares from its authorized but unissued shares. Any additional granted awards will also be issued from the Company’s authorized but unissued shares.

Deferred Compensation Plan

The Company maintains a trust, commonly referred to as a rabbi trust, in connection with the Company’s deferred compensation plan. This plan allows for two deferrals. First, Directors make elective deferrals of Director fees payable and held in the rabbi trust. The deferred compensation plan allows the Directors to elect to receive Director fees in common shares of the Company at a later date instead of fees paid each quarter in cash. Second, this plan allows certain Company employees to defer restricted shares or RSUs for future distribution in the form of common shares. Assets of the rabbi trust are consolidated, and the value of the Company’s stock held in the rabbi trust is classified in Shareholders’ equity and generally accounted for in a manner similar to treasury stock. The Company recognizes the original amount of the deferred compensation (fair value of the deferred stock award at the date of grant) as the basis for recognition in common shares issued to the rabbi trust. Changes in the fair value of amounts owed to certain employees or Directors are not recognized as the Company’s deferred compensation plan does not permit diversification and must be settled by the delivery of a fixed number of the Company’s common shares. As of December 31, 2024, 222,887 shares have been deferred and are being held by the rabbi trust.

Share Option Awards

The Incentive Plan permits the grant of 100,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant. Options issued to date under the Incentive Plan vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years and expire from five to ten years from the date of grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares.

The Company utilizes the Black-Scholes option pricing model for estimating fair values of options. The Black-Scholes model requires assumptions regarding the volatility of the Company’s stock, the expected life of the stock award and the Company’s dividend yield. The Company utilizes historical data in determining these assumptions. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated to be zero.

There were 7,500 options granted during the year ended December 31, 2024 and zero and 26,500 options granted in the years ended December 31, 2023 and 2022, respectively. The fair values for the stock options granted were estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	2024		2022
Risk-free interest rate	4.2	%	3.1	%
Dividend yield	1.1	%	1.3	%
Expected life (years)	5 years		5 years
Expected volatility	38.2	%	37.1	%

Activity in the Company’s Incentive Plan for the year ended December 31, 2024 was as follows:


	Number of Shares	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2024	22,500	$	58.89
Granted	7,500	—
Exercised	(3,575)	57.73
Forfeited	—	—
Outstanding (vested and expected to vest) at December 31, 2024	26,425	79.33		7.8	$	1,300
Exercisable at December 31, 2024	12,300	57.96		6.7	$	859

There were 3,575, 37,800, and 13,150 stock options exercised during the years ended December 31, 2024, 2023 and 2022, respectively. The total intrinsic value of stock options exercised was $0.2 million, $3.5 million, and $0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Cash received for the exercise of stock options during the years ended December 31, 2024 and 2023 was $0.2 million and $2.2 million, respectively.

The Company recorded compensation expense related to the stock options currently vested of $0.1 million, $0.3 million and $0.3 million during the years ended December 31, 2024, 2023 and 2022, respectively. The total compensation expense related to the stock options currently unvested as of December 31, 2024 was $0.1 million. The total compensation cost related to nonvested awards not yet recognized at December 31, 2024 is expected to be $0.5 million over a weighted-average period of approximately 2.6 years.

The excess tax benefits from stock options for the year ended December 31, 2024 was zero. The excess tax benefits from stock options was $2.4 million and less than $0.1 million for each of the years ended December 31, 2023 and 2022, respectively. This represents the reduction in income taxes otherwise payable during the period attributable to the actual gross tax benefits in excess of the expected tax benefits for options exercised in the current period.