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Stock plans

12 Months Ended

Dec. 31, 2024

Stock plans

17. Stock plans:

In May 2017, the Company’s stockholders approved the 2017 equity incentive plan (“2017 Plan”). In May 2023, the Company’s stockholders approved the 2023 equity incentive plan (“2023 Plan”). Under the 2017 Plan and 2023 Plan, the compensation committee of the Company’s board of directors has the authority to, among other things:

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Select the persons to be granted awards under the Plan.

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Determine the type, size and term of awards.

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Determine whether such performance objectives and conditions have been met.

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Accelerate the vesting or exercisability of an award.

Persons eligible to receive awards under the 2017 Plan and 2023 Plan include directors, officers, employees, consultants and other service providers of the Company and its subsidiaries.

On July 1, 2024, as a result of the FNCB merger, the Company assumed those outstanding and unvested restricted stock

awards that had been granted under the FNCB 2023 Equity Incentive Plan after September 27, 2023, the date of the Merger Agreement. These awards will be expensed over the remaining life of 57 months.

As of December 31, 2024, 91,865 shares of the Company’s common stock were available for grant as awards pursuant to the 2023 Plan. While the 2017 Plan will remain in effect in accordance with its terms to govern outstanding awards under that plan, the Company intends to make future grants under the 2023 Plan. If any outstanding 2017 Plan awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others under the 2023 Plan.

The 2017 Plan and 2023 Plan authorize grants of stock options, stock appreciation rights, cash awards, performance awards, restricted stock and restricted stock units.

In 2024, the Company granted 8,895 time based restricted stock awards, under the 2023 Plan. In 2023, the Company granted 18,222 performance based restricted stock units and 5,206 time based restricted stock awards, under the 2023 Plan.

The non-performance restricted stock grants made in 2024, 2023 and 2022 vest equally over three years. The performance-based restricted stock units vest over three fiscal years and include conditions based on the Company’s three year cumulative diluted earnings per share and three-year average return on tangible common equity that determines the number of restricted stock units that may vest.

The activity related to the 2017 and 2023 Plan for each of the years ended December 31, 2024, 2023 and 2022 is as follows:


(Dollars in thousands)		2024		2023		2022
Nonvested, January 1		58,631		39,470		36,281
Assumed in merger		16,890
Granted shares		8,894		23,428		19,787
Vested shares		(31,067)		(16,791)		(16,403)
(Forfeited) surrendered shares		(14,774)		12,524		(195)
Nonvested, December 31		38,574		58,631		39,470

The Company expenses the fair value of all-share based compensation over the requisite service period commencing at grant date. The fair value of restricted stock is expensed on a straight-line basis. Compensation is recognized over the vesting period and adjusted based on the performance criteria. The Company classifies share-based compensation for employees within “salaries and employee benefits expense” on the consolidated statements of income and comprehensive income (loss).

The Company recognized expense for awards granted under the 2017 and 2023 plan of $0.6 million in 2024, $0.9 million in 2023 and $0.5 million in 2022. As of December 31, 2024, the Company had $1.0 million of unrecognized compensation expense associated with restricted stock awards. The remaining cost is expected to be recognized over a weighted average vesting period of 3.1 years.