The Corporation initially adopted the 2019 Equity Incentive Plan (the “Plan”) during the quarter ended June 30, 2019. The Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) of the Corporation and provides for the grant of equity ownership opportunities through incentive stock options and nonqualified stock options, restricted stock, restricted stock units, dividend equivalent units, and any other type of award permitted by the Plan. As of December 31, 2024, 254,729 shares were available for future grants under the Plan, as amended. Shares covered by awards that expire, terminate, or lapse will again be available for the grant of awards under the Plan.

Under the Plan, the Corporation may grant restricted stock awards (“RSA”), restricted stock units (“RSU”), and other stock-based awards to plan participants, subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While restricted stock is subject to forfeiture, RSA participants may exercise full voting rights and will receive all dividends and other distributions paid with respect to the restricted shares. RSUs do not have voting rights. RSUs granted prior to 2023 are provided dividend equivalents concurrent with dividends paid to shareholders while RSUs granted in 2023 and after will accrue dividend equivalents payable upon vesting. The restricted stock granted under the Plan is typically subject to a vesting period. Compensation expense for restricted stock is recognized over the requisite service period of generally three or four years for the entire award on a straight-line basis. Upon vesting of restricted stock, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the Consolidated Statements of Income.

The Corporation may also issue performance-based restricted stock units (“PRSU”). Vesting of the PRSU will be measured on the relative Total Shareholder Return (“TSR”) and relative Return on Average Equity (“ROAE”) for issuances prior to 2023 or Return on Average Tangible Common Equity (“ROATCE”) for issuances after 2022, and will cliff-vest after a three-year measurement period based on the Corporation’s TSR performance and ROAE or ROATCE performance compared to a broad peer group of over 100 banks. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 200% of target amounts. The restricted stock awards and units issued to executive officers will vest ratably over a three-year period. Compensation expense is recognized for PRSU over the requisite service and performance period of generally three years for the entire expected award on a straight-line basis. The compensation expense for the awards expected to vest for the percentage of performance-based restricted stock units subject to the ROAE or ROATCE metric will be adjusted if there is a change in the expectation of ROAE or ROATCE. The compensation expense for the awards expected to vest for the percentage of PRSU subject to the TSR metric are never adjusted and are amortized utilizing the accounting fair value provided using a Monte Carlo pricing model.

Restricted stock activity for the year ended December 31, 2023 and the year ended December 31, 2024 was as follows:


	RSA			Weighted Average Grant Price		PRSU			Weighted Average Grant Price		RSU			Weighted Average Grant Price		Total			Weighted Average Grant Price
Nonvested balance as of January 1, 2022		141,617		$	23.06		63,120		$	28.20		5,052		$	23.56		209,789		$	24.62
Granted (1)		62,560			34.04		37,335			24.71		3,115			27.95		103,010			30.47
Vested		(62,353	)		23.21		(43,020	)		18.91		(2,062	)		23.20		(107,435	)		21.49
Forfeited		(8,507	)		26.15		—			—		—			—		(8,507	)		26.15
Nonvested balance as of December 31, 2022		133,317		$	27.95		57,435		$	32.89		6,105		$	25.92		196,857		$	29.32
Granted (1)		—			—		34,840			35.79		54,955			34.43		89,795			34.96
Vested		(56,931	)		27.03		(36,120	)		31.31		(3,253	)		26.06		(96,304	)		28.60
Forfeited		(4,435	)		30.20		—			—		(820	)		36.42		(5,255	)		31.17
Nonvested balance as of December 31, 2023		71,951			28.53		56,155			35.70		56,987			33.97		185,093			32.38
Granted (1)		—			—		27,614			34.76		65,717			30.43		93,331			31.71
Vested		(35,131	)		26.86		(34,139	)		25.43		(33,716	)		21.25		(102,986	)		24.57
Forfeited		(7,924	)		29.75		—			—		(8,827	)		36.25		(16,751	)		33.18
Nonvested balance as of December 31, 2024		28,896		$	30.09		49,630		$	42.24		80,161		$	36.04		158,687		$	36.77
Unrecognized compensation cost (in thousands)	$	416				$	1,037				$	2,192				$	3,645
Weighted average remaining recognition period (in years)		1.07					1.69					2.55					2.13

(1)

The number of restricted shares/units shown includes the shares that would be granted if the target level of performance is achieved related to the PRSU. The number of shares actually issued may vary. During the year ended December 31, 2024, an additional 10,589 were issued related to actual performance results of previously granted awards.

The Corporation is authorized to issue up to 250,000 shares of common stock under the employee stock purchase plan ("ESPP"). The plan qualifies as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986. Under the ESPP, eligible employees may enroll in a three month offer period that begins January, April, July, and October of each year. Employees may elect to purchase a limited number of shares of the Corporation's common stock at 90% of the fair market value on the last day of the offering period. The ESPP is treated as a compensatory item for purposes of share-based compensation expense.

During the year ended December 31, 2024, the Corporation issued 3,832 shares of common stock under the ESPP. As of December 31, 2024, 226,806 shares remained available for issuance under the ESPP.