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EQUITY INCENTIVE PLANS

9 Months Ended

Sep. 30, 2023

Share-based Payment Arrangement [Abstract]

EQUITY INCENTIVE PLANS

NOTE 15 – EQUITY INCENTIVE PLANS

Equity Incentive Plans

2017 Omnibus Equity Incentive Plan

The Company’s shareholders approved the Company’s 2017 Omnibus Equity Incentive Plan (“2017 Plan”) in November 2017. The 2017 Plan provides for the awarding by the Company’s Board of Directors of equity incentive awards to employees and non-employee directors. An equity incentive award under the 2017 Plan may be an option, stock appreciation right, restricted stock units, stock award, other stock-based award or performance award. Factors considered by the Board in awarding equity incentives to officers and employees include the performance of the Company, the employee’s or officer’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period. Generally, awards have a vesting period of no longer than ten years. Subject to adjustment as provided in the 2017 Plan, the maximum number of shares of common stock that may be delivered pursuant to awards granted under the 2017 Plan is 450,000. The 2017 Plan provides for annual restricted stock grant limits to officers, employees and directors. The annual stock grant limit per person for officers and employees is the lesser of 50,000 shares or a value of $2.0 million, and per person for directors, the maximum is 25,000 shares. All unvested restricted shares

outstanding vest in the event of a change in control of the Company. Awarded shares of restricted stock vest over (i) a one-year period following the date of grant, in the case of the non-employee directors, and (ii) a three-year or five-year period following the date of grant, with the initial vesting occurring on the one-year anniversary of the date of grant, in the case of the executive officers. As of September 30, 2023, a total of 44,236 shares were available for future issuance under the 2017 Plan.

2014 Omnibus Equity Incentive Plan

In 2014, the Company’s shareholders approved the Company’s 2014 Equity Incentive Plan (the “2014 Plan”). A total of 148,962 equity incentive awards were granted under the 2014 Plan. The awards are shares of restricted stock and have a vesting period of one to five years. No future equity awards will be made from the 2014 Plan.

The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the award date. Total compensation expense for unvested restricted stock awards under these plans was $153,000 and $585,000 for the three and nine months ended September 30, 2023 and $232,000 and $789,000 for the three and nine months ended September 30, 2022, respectively.

As of September 30, 2023, there was $996,000 of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately three years.

The Company has two forms of outstanding common stock: fully vested common stock and unvested restricted stock awards. Holders of restricted stock awards receive non-forfeitable dividends at the same rate as common stockholders and they both share equally in undistributed earnings. Under the two-class method, the difference in earnings per share is not significant for these participating securities.

​

The following table provides the restricted stock grant activity for the periods indicated:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	At and for the three and nine months ended September 30,									​
​	​	2023				​	2022				​
​		​		Weighted-average			​		Weighted-average
​	​	​	​	grant date		​	​	​	grant date
​	​	Shares	​	fair value		​	Shares	​	fair value
Non-vested at January 1,		97,877	​	$	16.80	​	139,275	​	$	16.29	​
Granted		28,392	​		18.98	​	22,473	​		18.79	​
Vested		(16,979)	​		19.06	​	(15,560)	​		18.34	​
Forfeited	​	—	​	​	—	​	(532)	​	​	18.79	​
Non-Vested, at March 31,		109,290	​	​	17.01	​	145,656	​	​	16.45	​
Vested		(30,764)	​	​	12.18	​	(45,997)	​	​	16.29	​
Forfeited	​	—	​	​	—	​	(1,322)	​	​	18.16	​
Non-Vested, at June 30,		78,526	​	​	18.91	​	98,337	​	​	16.50	​
Granted		13,457	​		16.67	​	10,618	​		20.98	​
Vested		(10,618)	​		20.98	​	(11,078)	​		18.14	​
Forfeited	​	—	​	​	—	​	—	​	​	—	​
Non-Vested, at September 30,		81,365	​	$	18.27	​	97,877	​	$	16.80	​

​

X

- Definition

The entire disclosure for share-based payment arrangement.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-URI https://asc.fasb.org/topic&trid=2228938

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)(i)
-URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901

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