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SHARE-BASED COMPENSATION PLAN

12 Months Ended

Dec. 31, 2024

SHARE-BASED COMPENSATION PLANS

SHARE-BASED COMPENSATION PLANS

19. SHARE-BASED COMPENSATION PLANS

At December 31, 2024 we had two share-based compensation plans: the 2017 Incentive Plan (the “2017 Plan”) and the 2024 Incentive Plan (collectively, “the Plans”). On May 7, 2024, the shareholders of Weyco Group, Inc. approved the 2024 Incentive Plan (the “2024 Plan”) which allows for the grant of up to 1.5 million share-based awards to executives, directors, and other salaried employees. Awards available for grant under the 2024 Plan include restricted stock and options to purchase common stock of the Company, as well as other forms of share-based compensation. Awards are no longer granted under the 2017 Plan; however, awards previously granted under such plan continue in accordance with their terms.

Restricted stock awards were the only form of share-based compensation granted in 2024. Both stock options and restricted stock awards were granted in 2023. Restricted stock awards and stock options are valued at fair market value based on the Company’s closing stock price on the grant date. Restricted stock granted in 2024 vests ratably over five years, while restricted stock granted in 2023 vests ratably over four years. Stock options granted in 2023 vest ratably over five years and expire 10 years from the grant date. As of December 31, 2024, there were approximately 1.4 million shares remaining available for share-based awards under the 2024 Plan.

Stock option exercises can be net share settled such that we withhold shares with value equivalent to the exercise price of the stock option awards plus the employees’ minimum statutory obligation for the applicable income and other employment taxes. The net share settlement has the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued. In 2024, approximately 278,000 shares were withheld, and were based on the value of the stock on the exercise dates. Total payments made by the Company for the employees’ tax obligations to taxing authorities were $419,000 in 2024 and $186,000 in 2023; such payments are generally reflected as a financing activity within the consolidated statements of cash flows.

In accordance with ASC 718, share-based compensation expense of $1.5 million and $1.4 million was recognized in 2024 and 2023, respectively, for stock options and restricted stock awards granted since 2018. An estimate of forfeitures, based on historical data, was included in the calculation of share-based compensation.

At December 31, 2024, there was $1.4 million of total unrecognized compensation cost related to non-vested stock options granted in the years 2020 through 2023 which is expected to be recognized over the weighted-average remaining vesting period of 2.9 years. At December 31, 2023, there was $2.1 million of total unrecognized compensation cost related to non-vested stock options granted in the years 2019 through 2023 which was expected to be recognized over the weighted-average remaining vesting period of 3.7 years.

The following weighted-average assumptions were used to determine compensation expense related to stock options granted in 2023:


		2023
Risk-free interest rate		4.31	%
Expected dividend yield		3.88	%
Expected term		8.0
Expected volatility		31.0	%

The risk-free interest rate was based on U.S. Treasury bonds with a remaining term equal to the expected term of the award. The expected dividend yield was based on our expected annual dividend as a percentage of the market value of our Company’s common stock in the year of grant. The expected term of the stock options was determined using historical experience. The expected volatility was based upon historical stock prices over the most recent period equal to the expected term of the award.

The following tables summarize our stock option activity during the years ended December 31, 2024 and 2023:

Stock Options


		Years ended December 31,
		2024						2023
					Weighted Average						Weighted Average
Stock Options		Shares			Exercise Price			Shares			Exercise Price
Outstanding at beginning of year			967,217		$	26.22			1,345,369		$	25.83
Granted			—			—			149,200			25.79
Exercised			(389,597)			26.53			(487,331)			25.02
Forfeited or expired			(13,860)			26.61			(40,021)			26.31
Outstanding at end of year			563,760		$	25.98			967,217		$	26.22

Exercisable at end of year			281,429		$	26.50			524,829		$	27.30

Weighted average fair market value of options granted		$	—					$	6.63


		Weighted Average Remaining
		Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding - December 31, 2024		6.5		$	6,521,000
Exercisable - December 31, 2024		5.3		$	3,109,000

The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of our Company’s common stock on December 31, 2024 of $37.55 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.

Non-vested Stock Options


				Weighted Average			Weighted Average
		Number of Options		Exercise Price			Fair Value
Non-vested - December 31, 2022		453,636		$	24.76		$	4.55
Granted		149,200			25.79			6.63
Vested		(147,128)			25.26			4.44
Forfeited		(13,320)			25.24			4.91
Non-vested - December 31, 2023		442,388		$	24.93		$	5.28
Issued		—			—			—
Vested		(150,057)			23.38			4.52
Forfeited		(10,000)			25.60			5.73
Non-vested - December 31, 2024		282,331		$	25.46		$	5.66

The following table summarizes information about outstanding and exercisable stock options at December 31, 2024:


		Options Outstanding							Options Exercisable
				Weighted
				Average
		Number of		Remaining		Weighted			Number of		Weighted
		Options		Contractual Life		Average			Options		Average
Range of Exercise Prices		Outstanding		(in Years)		Exercise Price			Exercisable		Exercise Price
$18.00		92,020		5.7		$	18.00		63,670		$	18.00
$23.38 to $25.79		272,069		7.4		$	24.79		96,996		$	24.14
$27.94 to $37.22		199,671		5.6		$	31.28		120,763		$	32.89
		563,760		6.5		$	25.98		281,429		$	26.50

The following table summarizes our stock option activity for the years ended December 31:


		2024			2023

		(Dollars in thousands)
Total intrinsic value of stock options exercised		$	3,706		$	1,537
Net proceeds from stock option exercises		$	51		$	103
Income tax benefit from the exercise of stock options		$	964		$	400
Total fair value of stock options vested		$	678		$	653

Restricted Stock

The following table summarizes our restricted stock award activity during the years ended December 31, 2023 and 2024:


		Shares of Restricted		Weighted Average
		Stock		Grant Date Fair Value
Non-vested - December 31, 2022		71,808		$	24.67
Issued		27,700			25.79
Vested		(28,243)			23.60
Forfeited		(2,175)			25.13
Non-vested - December 31, 2023		69,090		$	25.54
Issued		54,855			34.65
Vested		(30,255)			24.86
Forfeited		(725)			27.54
Non-vested - December 31, 2024		92,965		$	31.12

At December 31, 2024, we expected 92,965 shares of restricted stock to vest over a weighted-average remaining contractual term of 3.5 years. These shares had an aggregate intrinsic value of $3.5 million at December 31, 2024. The aggregate intrinsic value was calculated using the market value of our Company’s common stock on December 31, 2024 of $37.55 multiplied by the number of non-vested restricted shares outstanding. The income tax benefit from the vesting of restricted stock for the years ended December 31 was $0.3 million in 2024 and $0.2 million in 2023.