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STOCK COMPENSATION PLAN | 12 Months Ended
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Dec. 31, 2023
STOCK COMPENSATION PLAN |
STOCK COMPENSATION PLAN | NOTE 14 — STOCK COMPENSATION PLAN Equity Incentive Plan At December 31, 2023, the Company maintained three stock compensation plans, the 2022 Equity Incentive Plan (the “2022 EIP”), the 2019 Equity Incentive Plan (the “2019 EIP”) and the 2009 Equity Incentive Plan (the “2009 EIP”). The 2019 EIP expired on May 31, 2022 but has outstanding restricted stock awards and PRSUs subject to vesting schedules. The 2009 EIP has also expired but had outstanding stock options that were exercised in 2023. The 2022 EIP was approved on May 31, 2022 by stockholders of the Company. Under the 2022 EIP, the maximum number of shares of stock that may be delivered to participants in the form of restricted stock, restricted stock units and stock options, including ISOs and non-qualified stock options, is 189,298, subject to adjustment as set forth in the 2022 EIP, plus any awards that are forfeited under the 2019 EIP after March 15, 2022. Stock Options Under the terms of the 2022 EIP, a stock option cannot have an exercise price that is less than 100% of the fair market value of the shares covered by the stock option on the date of grant. In the case of an ISO granted to a 10% stockholder, the exercise price shall not be less than 110% of the fair market value of the shares covered by the stock option on the date of grant. In no event shall the exercise period exceed ten years from the date of grant of the option, except, in the case of an ISO granted to a 10% stockholder, the exercise period shall not exceed five years from the date of grant. The 2022 EIP contains a double trigger change in control feature, providing for an acceleration of vesting upon an involuntary termination of employment simultaneous with or following a change in control. The fair value of each stock option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities based on historical volatilities of the Company’s common stock are not significant. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. A summary of the status of the Company’s stock options and the changes during the year is presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended | ​
​ | ​ | December 31, 2023 | ​
​ | ​ | ​ | ​ | Weighted | ​
​ |  | Number of |  | Average |
​ | ​ | Options | ​ | Exercise Price | ​
Outstanding, beginning of period | ​ | 220,200 | ​ | $ | 18.00 | ​
Granted | ​ | — | ​ | ​ | — | ​
Exercised | ​ | (220,200) | ​ | ​ | 18.00 | ​
Cancelled/forfeited | ​ | — | ​ | ​ | — | ​
Outstanding, end of period | ​ | — | ​ | $ | — | ​
Options vested and exercisable at end of period | ​ | — | ​ | $ | — | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average remaining contractual life (years) | ​ | — | ​ | ​ | ​ | ​
Weighted average intrinsic value | $ | — | ​ | ​ | ​ | ​
​ The intrinsic value of exercises was $4.6 million and $417,000 for the years ended December 31, 2023 and 2022, respectively. There was no unrecognized compensation cost related to stock options at December 31, 2023 and 2022. There was no compensation cost related to stock options during the years ended December 31, 2023, 2022 or 2021. Restricted Stock Awards and Restricted Stock Units The Company issued restricted stock awards and restricted stock units under the 2019 EIP and the 2009 EIP (collectively, “restricted stock grants”) to certain key personnel. Each restricted stock grant vests based on the vesting schedule outlined in the restricted stock grant agreement. Restricted stock grants are subject to forfeiture if the holder is not employed by the Company on the vesting date. In the first quarter of 2023, 2022 and 2021, 170,998, 72,025 and 78,582 restricted stock grants were issued to certain key personnel, respectively. One-third of these shares vest each year for three years beginning on March 1, 2024, March 1, 2023, and March 1, 2022, respectively. Total compensation cost that has been charged against income for restricted stock grants was $6.0 million, $4.5 million, and $2.4 million for years ended 2023, 2022 and 2021, respectively. As of December 31, 2023, there was $7.8 million of total unrecognized compensation expense related to the restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.80 years. In January 2023, 27,500 restricted shares were granted to members of the Board of Directors, which vested in January 2024. In January 2022, 11,126 restricted shares were granted to members of the Board of Directors, which vested in January 2023. In January 2019, 38,900 restricted shares were granted to members of the Board of Directors in lieu of retainer fees for three years of service. In the fourth quarter of 2020, 1,785 shares were granted to a new member of the Board of Directors, all of which vested in the fourth quarter of 2021. Total expense for these awards was $1.6 million, $300,000 and $410,000 for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was no unrecognized expense related to these grants. The following table summarizes the changes in the Company’s restricted stock awards: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended
​ | ​ | December 31, 2023 | ​ | December 31, 2022 | ​ | December 31, 2021
​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | Weighted
​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | Average | ​ | ​ | ​ | Average
​ | ​ | Number of | ​ | Grant Date | ​ | Number of | ​ | Grant Date | ​ | Number of | ​ | Grant Date
​ |  | Shares |  | Fair Value | ​ | Shares |  | Fair Value | ​ | Shares |  | Fair Value
Outstanding, beginning of period | ​ | 129,562 | ​ | $ | 86.01 | ​ | 90,999 | ​ | $ | 47.35 | ​ | 76,289 | ​ | $ | 37.01
Granted | ​ | 198,498 | ​ | ​ | 56.04 | ​ | 83,151 | ​ | ​ | 102.49 | ​ | 78,582 | ​ | ​ | 50.80
Forfeited | ​ | (29,218) | ​ | ​ | 62.53 | ​ | (578) | ​ | ​ | 92.44 | ​ | (10,200) | ​ | ​ | 48.09
Vested | ​ | (64,990) | ​ | ​ | 84.28 | ​ | (44,010) | ​ | ​ | 37.12 | ​ | (53,672) | ​ | ​ | 37.57
Outstanding at end of period | ​ | 233,852 | ​ | $ | 63.98 | ​ | 129,562 | ​ | $ | 86.01 | ​ | 90,999 | ​ | $ | 47.35
​ The total fair value of shares vested is $3.7 million, $3.6 million, and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Performance-Based Stock Units During the second quarter of 2021, the Company established a long-term incentive award program under the 2019 EIP. Under the program, 90,000 PRSUs were awarded. During the second quarter of 2022, 20,800 PRSUs were forfeited and reissued pursuant to the 2022 EIP. The weighted average service inception date fair value of the outstanding awarded shares was $6.0 million. At the beginning of 2024, 2023, and 2022, 30,800, 29,200, and 30,000 PRSUs, respectively, were vested as all performance criteria were met. All vested shares will not be delivered until the first quarter of 2024. Total compensation cost that has been charged against income for the PRSUs was $2.2 million, $1.9 million and $1.9 million, for years ended December 31, 2023, 2022 and 2021, respectively.

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