XML 36 R20.htm IDEA: XBRL DOCUMENT

Note 12 - Employee Benefit Plans

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Compensation and Employee Benefit Plans [Text Block]

Note 12. Employee Benefit Plans

Defined Benefit Plans

The Company maintains two nonqualified domestic, noncontributory defined benefit plans (the “Benefit Plans”) for key members of senior management and non-management directors. The Company’s unfunded Benefit Plans include the Supplemental Executive Retention Plan (“SERP”) and the Directors’ Supplemental Retirement Plan (“Directors’ Plan”). The SERP provides for a defined benefit, at normal retirement age, targeted at 35% of the participant’s projected final average compensation, subject to a defined maximum annual benefit. Benefits under the SERP generally become payable at age 62. The Directors’ Plan provides for a defined benefit, at normal retirement age, up to 100% of the participant’s highest consecutive three-year average compensation. Benefits under the Directors’ Plan generally become payable at age 70. The SERP was frozen near the end of 2021; the Directors' Plan was fundamentally frozen at that time as well. The following table presents the changes in the aggregate actuarial benefit obligation for the two plans combined during the periods indicated:

		*December 31,*
		*2021*				*2020*
(Amounts in thousands)
Beginning balance		$	12,579			$	11,312
Effect of curtailment			289				—
Service cost			352				310
Interest cost			315				355
Actuarial (gain) loss			(1,472	)			1,217
Benefits paid			(605	)			(615	)
Ending balance		$	11,458			$	12,579

The following table presents the components of net periodic pension cost, the effect on the consolidated statements of income, and the assumed discount rate for the periods indicated:

		*Year Ended December 31,*
		*2021*				*2020*				*2019*			*Income Statement Location*
(Amounts in thousands)
Service cost		$	352			$	310			$	320		Salaries and employee benefits
Interest cost			315				355				404		Other expense
Effect of curtailment			289				—				—		Salaries and employee benefits
Amortization of prior service cost			124				201				257		Other expense
Amortization of losses			264				186				20		Other expense
Net periodic cost		$	1,344			$	1,052			$	1,001

Assumed discount rate			2.88	%			2.53	%			3.10	%

The following schedule presents the projected benefit payments to be paid under the Benefit Plans, by year, as of December 31, 2021:

(Amounts in thousands)
2022		$	685
2023			684
2024			734
2025			729
2026			831
2027 through 2031			3,669

Deferred Compensation Plan

The Company maintains deferred compensation agreements with certain current and former officers that provide benefit payments, over various periods, commencing at retirement or death. There were no accrued benefits, which are based on the present values of expected payments and estimated life expectancies, as of December 31, 2021 or 2020. There was no deferred compensation plan expense in 2021, 2020, or 2019.

The Company maintains a deferred compensation plan, referred to as the WRAP, and is a voluntary, non-tax qualified deferred compensation plan available to certain employees, including executive officers. Under the plan, participants may defer a portion of their base and/or annual incentive compensation. The plan is intended to mirror the Corporation's qualified KSOP, and may include discretionary match that coincides with a match made to the KSOP to the extent participants cannot otherwise receive the full match in the KSOP. The balance as of December 31, 2021 and 2020 was $5.25 million and $4.18 million, respectively.

Employee Welfare Plan

The Company provides various medical, dental, vision, life, accidental death and dismemberment, and long-term disability insurance benefits to all full-time employees who elect coverage under this program. A third-party administrator manages the health plan. Monthly employer and employee contributions are made to a tax-exempt employee benefits trust where the third-party administrator processes and pays claims. As of December 31, 2021, stop-loss insurance coverage generally limits the Company’s risk of loss to $200 thousand for individual claims and $5.70 million for aggregate claims. Health plan expenses were $3.98 million in 2021, $4.17 million in 2020, and $3.97 million in 2019.

Employee Stock Ownership and Savings Plan

The Company maintains the Employee Stock Ownership and Savings Plan (“KSOP”) that consists of a 401(k) savings feature that covers all employees that meet minimum eligibility requirements. The Company matches employee contributions at levels determined by the Board of Directors annually. These contributions are made in the first quarter following each plan year and employees must be employed on the last day of the plan year to be eligible. Matching contributions to qualified deferrals under the 401(k) savings component of the KSOP totaled $1.71 million in 2021, $1.51 million in 2020, and $1.10 million in 2019. The KSOP held 320,164 shares of the Company’s common stock as of December 31, 2021, 351,222 shares as of December 31, 2020, and 346,833 shares as of December 31, 2019.

Equity-Based Compensation Plans

The Company maintains equity-based compensation plans to promote the long-term success of the Company by encouraging officers, employees, directors, and other individuals performing services for the Company to focus on critical long-range objectives. The Company’s equity-based compensation plans include the 2012 Omnibus Equity Compensation Plan (“2012 Plan”), 2004 Omnibus Stock Option Plan, 2001 Director’s Option Plan, 1999 Stock Option Plan, and various other plans obtained through acquisitions. As of December 31, 2021, the 2012 Plan was the only plan available for the issuance of future grants. All plans issued or obtained before the 2012 Plan are frozen and no new grants may be issued; however, any options or awards unexercised and outstanding under those plans remain in effect per their respective terms. The 2012 Plan authorized 600,000 shares available for potential grants of incentive stock options, nonqualified stock options, performance awards, restricted stock, restricted stock units, stock appreciation rights, bonus stock, and stock awards. Grants issued under the 2012 Plan state the period of time the grant may be exercised, not to exceed more than ten years from the date granted. The Company’s Compensation and Retirement Committee determines the vesting period for each grant; however, if no vesting period is specified the vesting occurs in 25% increments on the first four anniversaries of the grant date.

The following table presents the pre-tax compensation expense and excess tax benefit recognized in earnings for all equity-based compensation plans for the periods indicated:

		*Year Ended December 31,*
		*2021*				*2020*				*2019*
(Amounts in thousands)
Pre-tax compensation expense		$	1,282			$	1,643			$	1,481
Excess tax (benefit) expense			(633	)			202				(340	)

Stock Options

The following table presents stock option activity and related information for the year ended December 31, 2021:

(Amounts in thousands, except share and per share data)		*Option Shares*				*Weighted Average Exercise Price Per Share*				*Weighted Average Remaining Contractual Term (Years)*				*Aggregate Intrinsic Value*

Outstanding, January 1, 2021			114,279			$	19.56
Granted			131,198				33.00
Exercised			(39,995	)			13.44
Canceled/Expired			(604	)			24.72
Outstanding, December 31, 2021			204,878			$	29.35				4.99			$	834
Exercisable, December 31, 2021			73,680			$	22.84				5.42			$	779

The following table presents the total options granted and the weighted average assumptions used to estimated the fair value of those options during the periods indicated. There were no options granted in 2020

The Company granted 131,198 stock options in 2021. The grant date fair value per share was $7.87. The volatility, risk-free rate, and expected dividend yield was 33.08%, 1.24%, and 3.57%, respectively. The expected term for these options in years is 5.4 years.

There were 39,995 options exercised in 2021 ; none were exercised in 2020. The intrinsic value of options exercised was $628 thousand in 2021, and none in 2020. As of December 31, 2021, unrecognized compensation cost related to nonvested stock options totaled $769 thousand with an expected weighted average recognition period of 2.25 years. The actual compensation cost recognized might differ from this estimate due to various items, including new grants and changes in estimated forfeitures.

Restricted Stock Awards

The following table presents restricted stock activity and related information for the year ended December 31, 2021:

		*Shares*				*Weighted Average Grant-Date Fair Value*

Nonvested, January 1, 2021			84,915			$	25.31
Granted			—				—
Vested			(37,497	)			26.93
Canceled			(1,762	)			23.85
Nonvested, December 31, 2021			45,656			$	24.03

As of December 31, 2021, unrecognized compensation cost related to nonvested restricted stock awards totaled $535 thousand with an expected weighted average recognition period of 1.11 years. The actual compensation cost recognized might differ from this estimate due to various items, including new awards granted and changes in estimated forfeitures.