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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2023
Stock-Based Compensation |
Stock-Based Compensation | 7. Stock-Based Compensation 2005 Incentive Compensation Plan On May 13, 2019 our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (as amended, “The Second Restated 2005 Plan”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allowed for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. The number of shares of Common Stock that was allowed to be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock were to be issued pursuant to incentive stock options and 370,000 Class A Common Stock were to be issued upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock were to be granted to any employee or director under the Second Restated 2005 Plan. Upon the passing of Mr. Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr. Christian. Stock options granted under the Second Restated 2005 Plan were to be for terms not exceeding ten years from the date of grant and could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant. 2023 Incentive Compensation Plan On May 8, 2023 our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries. The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed 600,000 shares of Class A Common Stock. Stock-Based Compensation Our stock-based compensation expense is measured and recognized for all stock-based awards to employees using the estimated fair value of the award. Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award. For these awards, we have recognized compensation expense using a straight-line amortization method. Accounting guidance requires that stock-based compensation expense be based on awards that are ultimately expected to vest; therefore stock-based compensation has been adjusted for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures. All stock options were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the years ended December 31, 2023, 2022 and 2021. We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The estimated expected volatility, expected term of options and estimated annual forfeiture rate were determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. There were no options granted during 2023, 2022 and 2021 and there were no stock options outstanding as of December 31, 2023. The following summarizes the restricted stock transactions for the year ended December 31: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant Date
​ |  | Shares |  | Fair Value
​ | ​ | ​ | ​ | ​ | ​
Outstanding at January 1, 2021 |  | 63,755 | ​ | $ | 32.90
Granted |  | 77,913 | ​ |  | 23.00
Vested |  | (41,059) | ​ |  | 33.85
Forfeited/canceled/expired |  | — | ​ |  | -
Outstanding at December 31, 2021 |  | 100,609 | ​ | $ | 24.85
Granted |  | 66,274 | ​ |  | 28.70
Vested |  | (75,763) | ​ |  | 25.45
Forfeited/canceled/expired |  | — | ​ |  | —
Outstanding at December 31, 2022 |  | 91,120 | ​ | $ | 27.15
Granted |  | 139,663 | ​ | ​ | 20.41
Vested |  | (37,224) | ​ | ​ | 26.74
Forfeited/canceled/expired |  | — | ​ | ​ | —
Non-vested and outstanding at December 31, 2022 |  | 193,559 | ​ | $ | 22.36
Weighted average remaining contractual life (in years) |  | 2.5 | ​ |  |
​ The weighted average grant date fair value of restricted stock that granted during 2023, 2022 and 2021 was $2,850,000, $1,902,000, and $1,792,000 respectively. The net value of unrecognized compensation cost related to unvested restricted stock awards aggregated $4,132,000, $2,397,000 and $2,354,000 at December 31, 2023, 2022 and 2021, respectively. For the years ended December 31, 2023, 2022 and 2021 we had $1,116,000, $1,858,000 and $1,335,000, respectively, of total compensation expense related to restricted stock-based arrangements. The expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the years ended December 31, 2023, 2022 and 2021 was $294,000, $149,000 and $121,000, respectively. ​

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