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STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2024

Summary of shares subject to outstanding awards

The following details the shares subject to awards that are outstanding under the Plans as of December 31, 2024:


	Restricted
	Stock		RSUs	Totals
2022 Incentive Plan	300,515	(a)	256,740	557,255
2019 Incentive Plan (b)	426,625		—	426,625
Totals	727,140		256,740	983,880

(a)	On January 14, 2025, 154,390 restricted shares were issued pursuant to this plan with an aggregate grant date fair value of $3,940,000; such awards are scheduled to vest in January 2030.

(b)	No additional awards may be granted under such plan.

Summary of RSU activity and other material terms and conditions

The following table reflects the activities involving RSUs:


	2024 Grant	2023 Grant	2022 Grant		2021 Grant		2020 Grant
RSUs granted (a)	88,250	85,250	85,350		80,700		75,026
RSUs vested	—	—	—		39,811	(b)	74,988	(c)
RSUs forfeited	—	—	2,110	(d)	40,889	(e)	38	(d)
RSUs outstanding	88,250	85,250	83,240		—		—
Vesting date (f)(g)	6/30/2027	6/30/2026	6/30/2025		6/30/2024		6/30/2023

(a)	The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(b)	Such shares were issued in August 2024.

(c)	Such shares were issued in August 2023.

(d)	Such shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(e)	Of the 40,889 shares (i) 39,811 shares were not earned because the applicable market condition had not been satisfied and (ii) 1,078 shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(f)	Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(g)

RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied.

NOTE 11 — STOCKHOLDERS’ EQUITY (CONTINUED)

The Metrics and other material terms and conditions of the RSUs are as follows:


			Performance Criteria (a)
Year RSU Granted	Metric	Weight	Minimum	Maximum
2021 - 2024 (b)(c)(d)	ROC Metric (e)	50%	Average annual of at least 6.0%	Average annual of at least 8.75%
	TSR Metric (f)	50%	Average annual of at least 6.0%	Average annual of at least 11.0%

(a)	If the Metrics fall between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest.

(b)	The RSUs are not entitled to voting rights.

(c)

Upon vesting, the holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of December 31, 2024 and 2023, the Company accrued an aggregate of $408,000 and $450,000 of dividend equivalents, respectively, for the unvested RSUs based on the number of shares, underlying such RSUs, that would have been issued using performance and market assumptions determined at such dates.

(d)	In August 2024, the Company paid the holders of the 2021 RSU grants an aggregate of $215,000 with respect to the dividend equivalent rights on the vested 39,811 shares.

(e)	The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are re-evaluated quarterly.

(f)

The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period. For these TSR awards, the per unit or share fair value was estimated using the following assumptions:


TSR Award Year	Expected Life (yrs)	Dividend Rate	Risk-Free Interest Rate	Expected Price Volatility (1)
2024	3	7.03%	4.26% - 5.17%	22.79% - 24.80%
2023	3	8.72%	4.42% - 5.28%	28.69% - 30.05%
2022	3	7.10%	1.58% - 3.33%	29.37% - 39.87%

(1)

Calculated based on the historical and implied volatility.

Summary of the activity of the Plans

The following is a summary of the activity of the equity incentive plans:


	Year Ended December 31,
	2024		2023		2022
Restricted stock:
Number of shares granted		151,180		152,955		153,575
Average per share grant price	$	21.60	$	22.09	$	33.75
Deferred compensation to be recognized over vesting period	$	3,265,000	$	3,379,000	$	5,183,000

Number of non-vested shares:
Non-vested beginning of the year		712,560		712,375		706,450
Grants		151,180		152,955		153,575
Vested during the year		(136,600)		(152,300)		(146,900)
Forfeitures		—		(470)		(750)
Non-vested end of the year		727,140		712,560		712,375

RSUs:
Number of underlying shares granted		88,250		85,250		85,350
Average per share grant price	$	25.60	$	20.32	$	26.44
Deferred compensation to be recognized over vesting period	$	1,210,000	$	958,000	$	1,420,000

Number of non-vested shares:
Non-vested beginning of the year		248,112		241,076		230,752
Grants		88,250		85,250		85,350
Vested during the year		(39,811)		(74,988)		(64,488)
Forfeitures		(39,811)		(3,226)		(10,538)
Non-vested end of the year		256,740		248,112		241,076

Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares	$	24.88	$	25.90	$	26.26
Value of stock vested during the year	$	4,723,000	$	5,165,000	$	5,535,000
Weighted average per share value of shares forfeited during the year	$	30.46	$	27.52	$	29.12

Total charge to operations:
Outstanding restricted stock grants	$	3,662,000	$	3,979,000	$	4,057,000
Outstanding RSUs		1,300,000		1,388,000		1,450,000
Total charge to operations	$	4,962,000	$	5,367,000	$	5,507,000