XML 34 R18.htm IDEA: XBRL DOCUMENT

Note 12 - Equity Plans

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

12.

Equity Plans:

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 (RSs), restricted share units (RSUs), 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 the 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 unit (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 and 2022, 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 5 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 RUSs and 17,243 PSUs were granted to the participants under the C-Suite Plan, and $37,400 and $37,400, respectively, were granted in serviced-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 and $0.3 million, respectively, were granted in service-based and performance-based cash awards. During 2022, a total of 20,000 RSUs and 20,000 PSUs were granted to the participants under the C-Suite Plan, and $0.5 million and $0.5 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.

The performance-based awards granted in 2024 are expected to vest at 100% of the grant and the performance-based awards granted in 2023 and 2022 are expected to vest at 150% of the grant. All pre-tax charges related to the long-term cash incentives were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income. The total remaining estimated compensation cost of non-vested awards total $2.4 million and the weighted average remaining vesting period is 1.5 years as of December 31, 2024.

Stock-based compensation expense recognized on RSs and RSUs for the years ended December 31, 2024, 2023 and 2022, respectively, is summarized in the following table:

		*For the years ended December 31,*
(in thousands)		*2024*				*2023*				*2022*
RS and RSU expense before taxes of the Plan		$	1,998			$	1,817			$	1,297
RS and RSU expense after taxes			1,466				1,314				954

All pre-tax charges related to RSUs and PSUs were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income. The total compensation cost of non-vested awards totaled $3.2 million and the weighted average remaining vesting period is 1.7 years as of December 31, 2024.

The following table summarizes the activity related to RSUs and PSUs for the year ended December 31, 2024, 2023 and 2022:

		*2024*								*2023*								*2022*
		*Number of Shares*				*Weighted Average Estimated Fair Value*				*Number of Shares*				*Weighted Average Estimated Fair Value*				*Number of Shares*				*Weighted Average Estimated Fair Value*
Beginning balance			662,103			$	20.28				617,518			$	18.95				576,867			$	18.29
Granted			34,486				66.70				49,768				36.63				55,558				25.56
Converted into shares			-				-				(2,610	)			18.78				(5,841	)			18.16
Forfeited			(5,348	)			17.97				(2,573	)			19.65				(9,066	)			17.52
Outstanding at December 31			691,241			$	22.61				662,103			$	20.28				617,518			$	18.95
Vested at December 31			561,061			$	21.37				454,939			$	19.71				423,941			$	19.24

Phantom Stock Units

In January 2022, the Company adopted the Senior Manager Phantom Stock Plan (Phantom Stock Plan) that operates under the Senior Manager Stock Incentive Plan. Under the Phantom Stock Plan, certain senior managers are eligible to participate in the plan. The Phantom Stock Plan supersedes any previous stock incentive programs offered to the eligible participants. Each year, eligible participants will receive an award of Phantom Stock Units (Phantom Units) of up to $150 thousand. The number of Phantom Units granted on the grant date is determined by dividing the amount of the Phantom Units granted by the closing price of a share of the Company’s common stock on the grant date. Each Phantom Unit Award under this plan shall vest three years after the grant date (Vesting Date). Upon vesting, the Company will pay the Participant in cash, the value of the vested Phantom Units multiplied by the closing price of a share of the Company’s common stock on the Vesting Date.

Pre-tax charges related to Phantom Stock Units for the year ended December 31, 2024 totaled $0.1 million and were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income. The total estimated remaining compensation cost of non-vested awards total $0.8 million and the weighted average remaining vesting period is 1.6 years as of December 31, 2024. Pre-tax charges related to Phantom Stock Units for the year ended December 31, 2023, totaled $1.5 million and were included in the caption "Administrative and general" on the accompanying Consolidated Statements of Comprehensive Income. The total estimated remaining compensation cost of non-vested awards totaled $1.6 million and the weighted average remaining vesting period was 1.5 years as of December 31, 2023. Accrued liability balances related to Phantom Stock Units for the year ended December 31, 2024 totaled $1.6 million and were included in "Other long-term liabilities" on the accompanying Consolidated Balance Sheets. Accrued liability balances related to Phantom Stock Units for the year ended December 31, 2023 totaled $1.8 million and were included in "Other long-term liabilities" on the accompanying Consolidated Balance Sheets.