Under the Company’s Equity Incentive Plan of 1993, as amended (“the Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock, options to purchase common stock, and other forms of equity. As of December 31, 2024, the number of securities remaining available for future issuance under the Plan is 1,141,745.

The below tables illustrate the Company’s stock-based compensation, unamortized stock-based compensation, and remaining weighted average period for the years ended December 31, 2024, 2023 and 2022. This projected expense will change if any stock options and restricted stock are granted or cancelled prior to the respective reporting periods, or if there are any changes required to be made for estimated forfeitures.


	Stock-Based Compensation		Unamortized Stock-Based Compensation		Remaining Weighted Average Period (years)
December 31, 2024
Options	$	314	$	686		2.1
Restricted Stock		2,499		2,595		2.1
Unrestricted Stock		596		270		0.4
Performance-Based Restricted Stock		1,003		909		2.0
Total	$	4,412	$	4,460
December 31, 2023
Restricted Stock	$	4,830	$	6,593		1.8
Unrestricted Stock		520		217		0.4
Performance-Based Restricted Stock		788		2,500		1.8
Total	$	6,138	$	9,310
December 31, 2022
Restricted Stock	$	4,407	$	6,585		1.8
Unrestricted Stock		499		217		0.4
Performance-Based Restricted Stock		778		2,441		1.8
Total	$	5,684	$	9,243

A summary of nonvested restricted and unrestricted stock is presented below:


	2024					2023					2022
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Nonvested shares at January 1st		686,185		$	21.24		742,050		$	18.86		817,290		$	17.04
Granted		238,585			7.65		306,515			20.31		256,417			23.53
Vested		(348,934	)		17.65		(319,751	)		14.90		(262,521	)		17.84
Forfeited		(144,611	)		19.55		(42,629	)		20.61		(69,136	)		18.58
Nonvested shares at December 31st		431,225		$	17.20		686,185		$	21.24		742,050		$	18.86

The total grant-date fair value of stocks vested during the years ended December 31, 2024, 2023, and 2022 were $6,158, $4,763, and $4,685, respectively.

A summary of nonvested performance-based stock is presented below:


	December 31, 2024					December 31, 2023					December 31, 2022
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Nonvested shares at January 1st		263,325		$	21.37		318,699		$	18.05		379,061		$	16.43
Granted		177,010			2.13		94,028			21.51		83,190			23.63
Change based on performance achievement		(49,806	)		19.81		(58,827	)		14.73		(68,484	)		16.87
Vested		(80,570	)		21.51		(86,188	)		13.99		(51,308	)		17.09
Forfeited		(58,331	)		22.23		(4,387	)		17.67		(23,760	)		17.21
Nonvested shares at December 31st		251,628		$	7.90		263,325		$	21.37		318,699		$	18.05

The total grant-date fair value of stocks vested during the years ended December 31, 2024, 2023, and 2022 were $1,733, $1,206, and $877, respectively.

Performance Based Restricted Stock Granted in 2024—During the year ended December 31, 2024, the Company issued a total of 177,010 performance based restricted stock subject to market vesting conditions to its CEO. The shares granted have an average fair value of $2.13. The fair value was determined by using the Monte Carlo valuation method. The fair value of these shares will be expensed over the requisite service period. 118,007 of the shares have a five-year performance period beginning on December 9, 2024 and ending on December 9, 2029. These shares are based upon the relative growth of the fair market value of the Company's stock price over the course of the performance period as compared to the Company's stock price at December 9, 2024. For 59,003 of the shares, the performance period is one-, three-, and five-year periods beginning on December 9, 2024, and ending on December 9, 2025, December 9, 2027, and December 9, 2029. These shares are based upon the relative growth of the fair market value of the Company's stock price over the course of the performance period compared to the Russell 2000 Index as measured at the end of each performance period.

Performance Based Restricted Stock Granted in 2023— During the year ended December 31, 2023, the Company issued a total of 94,028 performance-based shares to employees. The shares granted during 2023 have an average fair value of $21.51. The fair value was determined by using the publicly traded share price as of the market close on the date of grant or the Monte Carlo valuation method for shares subject to market vesting conditions. The Company will recognize as expense the value of the performance-based shares over the required service period from grant date. The shares will cliff vest on April 20, 2026, with a measurement period commencing January 1, 2023, and ending December 31, 2025. Eighty percent of these performance-based shares are based upon the financial performance of the Company, specifically, earnings before interest and tax (“EBIT”) goal weighted at 50% and a net sales goal weighted at 30%. The remaining 20% of performance-based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2022 Proxy Statement. All parts of these awards vest in three years but are subject to reduction to a minimum (or even zero) for recording less than the targeted performance and to increase to a maximum of 200% for achieving in excess of the targeted performance.

Performance Based Restricted Stock Granted in 2022— During the year ended December 31, 2022, the Company issued a total of 83,190 performance-based shares to employees. The shares granted during 2022 have an average fair value of $23.63. The fair value was determined by using the publicly traded share price as of the market close on the date of grant. The Company will recognize as expense the value of the performance-based shares over the required service period from grant date. The shares will cliff vest on April 20, 2025, with a measurement period commencing January 1, 2022, and ending December 31, 2024. Eighty percent of these performance-based shares are based upon the financial performance of the Company, specifically, earnings before interest and tax (“EBIT”) goal weighted at 50% and a net sales goal weighted at 30%. The remaining 20% of performance-based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2021 Proxy Statement. All parts of these awards vest in three years but are subject to reduction to a minimum (or even zero) for recording less than the targeted performance and to increase to a maximum of 200% for achieving in excess of the targeted performance.

During 2024, the Company concluded that the performance measure based on EBIT and net sales for the performance-based shares granted in 2021, when compared to the peer group, was met at 0% for EBIT and 150% for net sales of targeted performance and all related additional expenses were recorded as of December 31, 2024. The 2021 performance shares based on market price was met at 0% when compared to the Russell 2000 Index.

Under the terms of the Company’s ISOP, under which options to purchase common stock can be issued, all employees are eligible to receive non-assignable and non-transferable options to purchase shares. The exercise price of any option may not be less than the fair market value of the shares on the date of grant; provided, however, that the exercise price of any option granted to an eligible employee owning more than 10% of the outstanding common stock may not be less than 110% of the fair market value of the shares underlying such option on the date of grant. No options granted may be exercisable more than ten years after the date of grant.

In 2024, the Company granted incentive stock options to employees and recorded an expense of $314. All outstanding stock options are not yet vested and exercisable. No stock options were granted and no expense was recorded during the years ended December 31, 2023 and 2022.

Activity of the incentive stock option plans:


	Number of Shares			Weighted Average Exercise Price Per Share
Balance outstanding, January 1, 2022		108,036		$	11.49
Options exercised		(39,140	)		11.49
Balance outstanding, December 31, 2022		68,896		$	11.49
Options exercised		(4,024	)		11.49
Balance outstanding, December 31, 2023		64,872		$	11.49
Options granted		253,853			10.28
Options exercised		—			—
Options expired		(64,872	)		11.49
Balance outstanding, December 31, 2024		253,853		$	10.28

All the incentive stock options outstanding as of December 31, 2024, have an exercise price per share of $10.28 and a remaining life of 73 months.

Activity of the performance incentive stock option plan:


	Number of Shares			Weighted Average Exercise Price Per Share
Balance outstanding, January 1, 2022		81,808		$	11.49
Options exercised		—			11.49
Balance outstanding, December 31, 2023		81,808		$	11.49
Options granted		337,542			10.28
Options expired		(81,808	)		11.49
Options forfeited		(166,884	)		10.28
Balance outstanding, December 31, 2024		170,658		$	10.28

All the performance incentive stock options outstanding as of December 31, 2024, have an exercise price per share of $10.28 and a remaining life of 73 months.

The total intrinsic value of options exercised during 2024, 2023, and 2022 was $0, $35, and $877, respectively. Cash received from stock options exercised during 2024, 2023 and 2022 was $0, $46, and $827, respectively. None of the outstanding options are vested or exercisable as of December 31, 2024.