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STOCK COMPENSATION PLAN

6 Months Ended

Jun. 30, 2025

STOCK COMPENSATION PLAN

STOCK COMPENSATION PLAN

NOTE 9 — STOCK COMPENSATION PLAN

Equity Incentive Plan

At June 30, 2025, the Company maintained two stock compensation plans, the Amended and Restated 2022 Equity Incentive Plan (the “2022 EIP”), and the 2019 Equity Incentive Plan (the “2019 EIP”). The 2019 EIP expired on May 31, 2022 but has outstanding restricted stock awards subject to vesting schedules.

The 2022 EIP was approved on May 31, 2022 by the stockholders of the Company and an amendment and restatement of the 2022 EIP was approved by the stockholders of the Company on May 29, 2024 to increase the number of shares of common stock that may be issued under the plan by 358,000. The stockholders of the Company subsequently approved an amendment to the 2022 EIP on May 28, 2025 to increase the number of shares of common stock that may be issued under the plan by an additional 750,000. Under the 2022 EIP, the remaining 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 876,921 at June 30, 2025, subject to adjustment as set forth in the 2022 EIP, plus any awards that are made available under the 2019 EIP after March 15, 2022.

Restricted Stock Awards and Restricted Stock Units

The Company issued restricted stock awards and restricted stock units under the 2022 EIP and the 2019 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 2025 and 2024, 133,359 and 168,469 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, 2026 and March 1, 2025, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.5 million and $3.2 million for the three and six months ended June 30, 2025, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.8 million and $3.4 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, there was $11.3 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 2.16 years.

In January 2025, 27,500 restricted shares were granted to members of the Company’s Board of Directors, which fully vest one-year from the grant date. In January 2024, 27,500 restricted shares were granted to members of the Company’s Board of Directors which vested in January 2025. Total expense for the awards granted to members of the Board of Directors was $452,000 and $905,000 for the three and six months ended June 30, 2025, respectively. Total expense for the awards granted to members of the Board of Directors was $337,000 and $674,000 for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, total unrecognized expense for these awards was $905,000.

The following table summarizes the changes in the Company’s restricted stock grants:


		Six months ended
		June 30, 2025
				Weighted Average
				Grant Date
		Number of		Fair Value
		Shares		per Share
Outstanding, beginning of period		277,095		$	50.59
Granted		160,859			61.10
Forfeited		(1,761)			67.50
Vested		(150,357)			53.44
Outstanding at end of period		285,836		$	54.90

Performance-Based Stock Units

During the second quarter of 2022, the Company established a long-term incentive award program under the 2022 EIP. Under the program, 52,807 PRSUs were awarded in the first quarter of 2025, which vest over a three-year period beginning in March 2026 if certain performance criteria are met. In the second quarter of 2024, 73,260 PRSUs were awarded, of which 31,746 met the performance criteria and will vest in equal installments over a three-year period beginning in June 2025. The weighted average service inception date fair value of the outstanding awarded shares was $4.3 million. Total compensation cost that has been charged/(reversed) against income for these PRSUs was $576,000 and $330,000 for the three and six months ended June 30, 2025, respectively. Total compensation cost that has been charged against income for these PRSUs was $90,000 for the three and six months ended June 30, 2024.