The Company maintains the 2021 Stock Plan ("2021 Plan"), the 2016 Stock Plan (“2016 Plan”), the 2006 Stock Plan (“2006 Plan”), the 2021 Employee Stock Purchase Plan ("2021 ESPP") and the 2011 Employee Stock Purchase Plan (“2011 ESPP”).

In connection with the acquisition of Virginia Heritage Bank ("Virginia Heritage"), the Company assumed the Virginia Heritage 2006 Stock Option Plan and the 2010 Long Term Incentive Plan (the “Virginia Heritage Plans”).

The Company adopted the 2021 Plan upon approval by the shareholders at the 2021 Annual Meeting held on May 20, 2021. The 2021 Plan provides directors and selected employees of the Bank, the Company and their affiliates with the opportunity to acquire shares of stock, through awards of options, time vested restricted stock, performance-based restricted stock and stock appreciation rights. Under the 2021 Plan, 1,300,000 shares of common stock were initially reserved for issuance.

For awards that are service based, compensation expense is being recognized over the service (vesting) period based on fair value, which for stock option grants is computed using the Black-Scholes model.

For restricted stock awards granted under the 2021 Plan, fair value is based on the Company’s closing price on the date of grant. For awards that are performance-based, compensation expense is initially recorded based on the probability of achievement of the goals underlying the grant at target.

In February 2024, the Company awarded senior officers a targeted number of 150,570 performance vested restricted stock units (“PRSUs”). The vesting of PRSUs is 100% after three years with payouts based on threshold, target or maximum average performance targets over a three year period. There are two performance metrics: 1) total shareholder's return; and 2) return on average assets. In February 2024, the 2021 performance award vested and no incremental shares were awarded.

For awards that are time vested, the shares typically vest over a period of one to three years beginning on the first anniversary of the date of grant. In the year ended December 31, 2024, the Company awarded the following time vested restricted stock to senior officers, directors and certain employees:


	December 31, 2024
Date of award	Number of shares	Number of Officers, Directors and Employees
February 2024	275,896	130
August 2024	4,290	2
September 2024	8,756	2
October 2024	20,483	1
November 2024	2,254	1
December 2024	689	1

The Company has unvested restricted stock awards and PRSU grants of 656,784 shares at December 31, 2024. Unrecognized stock based compensation expense related to restricted stock awards and PRSU grants totaled $8.8 million at December 31, 2024. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 1.87 years.

The following table summarizes the unvested restricted stock awards for performance for the years ended December 31, 2024, 2023 and 2022:


	Years Ended December 31,
	2024			2023			2022
Performance Awards	Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value

Unvested at beginning	123,215	$	44.74	129,855	$	45.15	118,568	$	44.71
Granted	150,570	18.47		71,003	40.50		37,775	53.97
Forfeited	(28,826)	40.96		(44,084)	40.29		(1,966)	55.76
Vested	(18,480)	47.57		(33,559)	44.60		(24,522)	55.76
Unvested at end	226,479	$	27.53	123,215	$	44.74	129,855	$	45.15


	Years Ended December 31,
	2024			2023			2022
Time Vested Awards	Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value
Unvested at beginning	313,992	$	49.08	302,148	$	53.75	300,792	$	46.24
Granted	312,368	23.22		190,256	44.16		166,471	59.72
Forfeited	(38,772)	36.18		(27,558)	51.57		(12,064)	53.10
Vested	(157,283)	49.41		(150,854)	51.76		(153,051)	45.54
Unvested at end	430,305	$	31.35	313,992	$	49.08	302,148	$	53.75

Below is a summary of stock option activity for the years ended December 31, 2024, 2023 and 2022. The information excludes restricted stock units and awards.


	Years Ended December 31,
	2024			2023			2022
	Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
Beginning balance	2,500	$	47.95	2,500	$	47.95	5,789	$	36.96
Granted	—	—		—	—		—	—
Exercised	—	—		—	—		(3,289)	28.60
Forfeited	—	—		—	—		—	—
Ending balance	2,500	$	47.95	2,500	$	47.95	2,500	$	47.95
Exercisable end of year	2,500	$	47.95	2,500	$	47.95	1,666	$	47.95

Grants of stock options have expected lives based on the "simplified" method allowed by ASC 718 "Compensation," whereby the expected term is equal to the midpoint between the vesting date and the end of the contractual term of the award.

There was no intrinsic value of outstanding stock options for both December 31, 2024 and 2023. The total fair value of stock options vested was $18 thousand for all three years ended December 31, 2024, 2023 and 2022. At December 31, 2024, there is no unrecognized stock-based compensation expense related to stock options.


	Years Ended December 31,
(dollars in thousands)	2024		2023		2022
Proceeds from stock options exercised	$	—	$	—	$	97
Tax benefits realized from stock compensation	—		—		3
Intrinsic value of stock options exercised	—		—		98

Approved by shareholders in May 2021, the 2021 ESPP reserved 200,000 shares of common stock for issuance to employees. Whole shares are sold to participants in the plan at 85% of the lower of the stock price at the beginning or end of each quarterly offering period. The 2021 ESPP is available to all eligible employees who have completed at least one year of continuous employment, work at least 20 hours per week and at least five months a year. Participants may contribute a minimum of $10 per pay period to a maximum of $25,000 annually (not to exceed more than 10% of compensation per pay period). At December 31, 2024, the 2021 ESPP had 133,865 shares reserved for issuance.

Included in salaries and employee benefits in the accompanying Consolidated Statements of Operations, the Company recognized $9.6 million, $10.0 million and $6.0 million in stock-based compensation expense for 2024, 2023 and 2022, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.