Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Note 9. Stock-Based Compensation

The Company has granted restricted stock awards (“time-based RSAs”) to employees and directors, and performance-based restricted stock awards (“PSAs”) to employees, under equity incentive plans that have been approved by the Company's shareholders. Time-based RSAs are considered fixed awards as the number of shares and fair value is known at the date of grant, and the fair value of the award at the grant date is amortized over the requisite service period, which is generally three years. PSAs vest at the end of a three-year period contingent on the Company's achievement of financial goals and are expensed on a straight-line basis over the same period with adjustments periodically based on projected achievement of a performance goal, which may change the number of PSA shares that will ultimately vest. The goal for PSAs is generally based on the profitability of the Company, as established by the board of directors. Management does not believe that the performance goals will be met for those PSAs outstanding as of December 31, 2024. In 2024, the Company granted time-based RSAs relating to 569,330 shares of the Company's common stock to employees and directors. Time-based RSAs carry voting and dividend rights, while PSAs carry voting rights and dividends are deferred until awards are earned. The Company also has stock options outstanding which were assumed in the Bay Banks Merger.

Compensation expense recognized in the consolidated statements of operations related to time-based RSAs and PSAs, net of forfeitures, was $1.2 million and $1.7 million for the years ended December 31, 2024 and 2023, respectively. Unrecognized compensation expense related to the restricted stock awards as of December 31, 2024 totaled $1.5 million.

The following table presents time-based RSAs and PSAs activity as of the dates and for the periods stated.


	Time-based RSAs					PSAs
	Shares (1)			Weighted Average Fair Value		Shares			Weighted Average Fair Value
Shares unvested and outstanding, December 31, 2022		218,656		$	15.27		92,305		$	14.91
Granted		228,364			8.52		89,869			8.85
Vested		(115,122	)		14.73		—			—
Forfeited		(39,880	)		14.51		(29,294	)		13.39
Shares unvested and outstanding, December 31, 2023		292,018		$	10.31		152,880		$	11.64
Granted		569,330			2.61		—			—
Vested		(171,982	)		10.53		—			—
Forfeited		(103,666	)		5.31		(36,050	)		12.31
Shares unvested and outstanding, December 31, 2024		585,700		$	3.63		116,830		$	11.43

(1) Shares totaling 13,384 and 12,186 were withheld as payment of taxes for the years ending December 31, 2024 and 2023, respectively.

The following table presents stock option activity as of the dates and for the periods presented.


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (1)
Options outstanding and exercisable, December 31, 2022		52,674		$	11.71		5.13	$	66,754
Forfeited		(3,375	)		12.05
Exercised		(3,750	)		7.00
Expired		(15,058	)		12.44
Options outstanding and exercisable, December 31, 2023		30,491		$	11.89		4.50	$	—
Expired		(750	)		7.99
Options outstanding and exercisable, December 31, 2024		29,741		$	11.99		2.63	$	—

(1) The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options as of the respective years ended. This amount changes based on the market value of the Company’s common stock.