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Note 11 - Equity Plans

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11.

Equity Plans:

Restricted Shares, Restricted Stock Units and Performance Share Units

Pursuant to the Amended and Restated Olympic Steel 2007 Omnibus Incentive Plan (the Incentive Plan), the Company may grant stock options, stock appreciation rights, restricted shares (RS), restricted share units (RSU), performance shares, and other stock- and cash-based awards to employees and directors of, and consultants to, the Company and its affiliates. Since adoption of the Incentive Plan, 1,400,000 shares of common stock have been authorized for equity grants. On an annual basis, the compensation committee of the Company’s Board of Directors awards RSs or RSUs to each non-employee director as part of their annual compensation.

The annual award for 2024 per director was $110,000 of RSs. Subject to the terms of the Incentive Plan and the RS agreement, one-third of the RSs vest on each December 31, 2024, December 31, 2025 and December 31, 2026. The grantee will not be entitled to vote on the RSs or receive dividends with respect to RSs until they vest.

The annual award for 2023 per director was $80,000 of RSUs. Subject to the terms of the Incentive Plan and the RSU agreement, the 2023 RSUs vest after one year of service (from the date of grant). The RSUs are not converted into shares of common stock until the director either resigns or is terminated from the Company's Board of Directors.

In January 2022, the Company adopted a new C-Suite Long-Term Incentive Plan (the C-Suite Plan) that operates under the Senior Manager Stock Incentive Plan. Under the C-Suite Plan, the Chief Executive Officer, the Chief Financial Officer and the President and Chief Operating Officer are eligible for participation. In each calendar year, the Committee may award eligible participants a long-term incentive of both a RSU grant and a performance stock units (PSU) grant. Additionally, the Committee may offer a long-term cash incentive (split equally between service and performance-based portions) to supplement both the RSU and PSU grants in order to arrive at the total long-term award target. For 2024, the total long-term award target is $1.1 million for the Chief Executive Officer, $0.8 million for the President and Chief Operating Officer and $0.5 million for the Chief Financial Officer. For 2023, the total long-term award target was $1.1 million for the Chief Executive Officer, $0.6 million for the President and Chief Operating Officer and $0.3 million for the Chief Financial Officer. The PSUs will vest if the return on net assets, calculated as EBITDA divided by Average Accounts Receivable, Inventory and Property and Equipment, exceeds five percent. Each RSU and service-based cash incentive vests three years after the grant date. Each vested RSU will convert into the right to receive one share of common stock. During 2024, a total of 17,243 RSUs and 17,243 PSUs were granted to the participants under the C-Suite Plan, and $37,400 and $37,400, respectively, were granted in service-based and performance-based cash awards. During 2023, a total of 20,000 RSUs and 20,000 PSUs were granted to the participants under the C-Suite Plan, and $0.3 million million and $0.3 million million, respectively, were granted in service-based and performance-based cash awards. If the return on net assets falls below 5 percent, no performance-based incentive will be awarded. The maximum performance-based award is achieved if return on net assets exceeds ten percent, and is capped at 150% of the grant.

Stock-based compensation expense recognized on RSUs for the three and six months ended June 30, 2024 and 2023, respectively, is summarized in the following table:

		*For the Three Months Ended*								*For the Six Months Ended*
		*June 30,*								*June 30,*
(in thousands, except per share data)		*2024*				*2023*				*2024*				*2023*
RS and RSU expense before taxes		$	521			$	435			$	1,000			$	842
RS and RSU expense after taxes		$	373			$	303			$	724			$	598

All pre-tax charges related to RS and RSU were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income.

The following table summarizes the activity related to RS for the three months ended June 30, 2024 and 2023, respectively:

		*As of June 30, 2024*								*As of June 30, 2023*
		*Number of*				*Weighted Average*				*Number of*				*Weighted Average*
		*Shares*				*Granted Price*				*Shares*				*Granted Price*
Outstanding at December 31			-			$	-				-			$	-
Granted			10,050				65.65				-				-
Outstanding at June 30			10,050			$	65.65				-			$	-
Vested at June 30			-			$	-				-			$	-

The following table summarizes the activity related to RSU for the six months ended June 30, 2024 and 2023, respectively:

	*As of June 30, 2024*					*As of June 30, 2023*
	*Number of*			*Weighted Average*		*Number of*			*Weighted Average*
	*Shares*			*Granted Price*		*Shares*			*Granted Price*
Outstanding at December 31		662,103		$	20.28		617,518		$	18.95
Granted		34,486			66.70		49,768			36.63
Converted into shares		-			-		(2,610	)		18.78
Forfeited		(2,570	)		16.99		(2,573	)		19.65
Outstanding at June 30		694,019		$	22.60		662,103		$	20.28
Vested at June 30		529,725		$	20.10		436,341		$	24.98