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Employee benefit plans
 3 Months Ended
Mar. 31, 2025
Employee benefit plans  
Employee benefit plans

10. Employee benefit plans:

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The Company provides an Employee Stock Ownership Plan (“ESOP”) and a Retirement Profit Sharing Plan. The Company also maintains Supplemental Executive Retirement Plans (“SERPs”) and an Employees’ Pension Plan, which is currently frozen.

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For the three months ended March 31, salaries and employee benefits expense includes approximately $724 thousand in 2025 and $326 thousand in 2024 relating to the employee benefit plans.

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Three Months Ended March 31, 

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Pension Benefits

(Dollars in thousands)

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2025

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2024

Net periodic pension benefit:

    

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Interest cost

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$

165

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$

158

Expected return on plan assets

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(337)

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(320)

Amortization of unrecognized net loss

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35

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49

Net periodic pension benefit

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$

(137)

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$

(113)

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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”). The 2017 Plan and 2023 Plan authorize grants of stock options, stock appreciation rights, cash awards, performance awards, restricted stock and restricted stock units. Under the 2017 Plan and 2023 Plan the compensation committee of the Company’s board of directors has the authority to, among other things:

 

●Select the persons to be granted awards under the Plan.
●Determine the type, size and term of awards.
●Determine whether such performance objectives and conditions have been met.
●Accelerate the vesting or exercisability of an award.

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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.

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On July 1, 2024, as a result of the FNCB merger, the Company assumed the outstanding and unvested restricted stock awards granted under the FNCB 2023 Equity Incentive Plan. These awards are being expensed over the remaining life of 50 months. For the three months ended March 31, 2025, the Company recognized net compensation expense of $29 thousand.

 

As of March 31, 2025, 34,631 shares of the Company’s common stock were available for grants 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 awards outstanding under the 2017 Plan or 2023 Plan are forfeited by the holder or canceled by the Company, the underlying shares would be available for regrant to others under the 2023 Plan.

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For the three months ended March 31, 2025, the Company granted 40,237 performance based restricted stock units and 16,997 time based restricted stock units under the 2023 Plan.

 

The non-performance restricted stock awards and restricted stock units made in 2025, 2024 and 2023 vest equally over three years. The performance-based restricted stock units vest over two or three fiscal years and include conditions based on the Company’s two and three year cumulative diluted earnings per share and two and three-year average return on tangible common that determines the number of restricted stock units that may vest.

 

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.

 

The Company recognized net compensation costs of $279 thousand for the three months ended March 31, 2025 for awards granted under the 2023 Plan. In addition the Company reversed $491 thousand in accrued expense related to the vesting of 2022 performance restricted stock unit awards.

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The Company recognized net compensation costs of $93 thousand for the three months ended March 31, 2024 for awards granted under the 2023 Plan and recognized compensation expense of $186 thousand for the three months ended March 31, 2025 for the awards granted under the 2017 Plan.

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As of March 31, 2025, the Company had $1.9 million of unrecognized compensation expense associated with restricted stock and restricted stock unit awards.  The remaining cost is expected to be recognized over a weighted average vesting period of under 2.7 years.