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Employee benefit plans | 6 Months Ended
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Jun. 30, 2025
Employee benefit plans |
Employee benefit plans | 10. Employee benefit plans: ​ 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. On June 25, 2025, the board of directors adopted a resolution to merge the ESOP into the Retirement Profit Sharing Plan effective as of October 31, 2025. ​ For the three and six months ended June 30, salaries and employee benefits expense includes approximately $454 thousand and $1.2 million in 2025 and $294 thousand and $620 thousand in 2024 relating to the employee benefit plans. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30,
​ | ​ | Pension Benefits
(Dollars in thousands) | ​ | 2025 | ​ | 2024
Net periodic pension benefit: |  | ​ | ​ |  | ​ | ​
Interest cost | ​ | $ | 165 | ​ | $ | 158
Expected return on plan assets | ​ |  | (337) | ​ |  | (320)
Amortization of unrecognized net loss | ​ |  | 35 | ​ |  | 49
Net periodic pension benefit | ​ | $ | (137) | ​ | $ | (113)
​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30,
​ | ​ | Pension Benefits
(Dollars in thousands) | ​ | 2025 | ​ | 2024
Net periodic pension benefit: |  | ​ | ​ |  | ​ | ​
Interest cost | ​ | $ | 330 | ​ | $ | 317
Expected return on plan assets | ​ |  | (674) | ​ |  | (641)
Amortization of unrecognized net loss | ​ |  | 70 | ​ |  | 97
Net periodic pension benefit: | ​ | ​ | (274) | ​ | ​ | (227)
​ 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.
​ 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 the outstanding and unvested restricted stock awards granted under the FNCB Bancorp, Inc. 2023 Equity Incentive Plan. These awards are being expensed over the remaining life of 47 months. For the three and six months ended June 30, 2025, the Company recognized net compensation expense of $29 thousand and $57 thousand, respectively. As of June 30, 2025, 37,302 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. ​ For the six months ended June 30, 2025, the Company granted 39,249 performance based restricted stock units and 17,107 time based restricted stock units under the 2023 Plan. For the six months ended June 30, 2024, the Company granted 23,243 performance based restricted stock units and 8,895 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 compensation costs of $175 thousand and $455 thousand for the three and six months ended June 30, 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 and $213 thousand related to the 2024 performance stock unit awards. ​ The Company recognized net compensation costs of $200 thousand and $399 thousand for the three and six months ended June 30, 2024 for awards granted under the 2023 Plan and recognized compensation expense of $84 thousand and $167 thousand for the three and six months ended June 30, 2024 for the awards granted under the 2017 Plan. ​ As of June 30, 2025, the Company had $2.1 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 2.9 years.

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