STOCK-BASED COMPENSATION | NOTE 21. STOCK-BASED COMPENSATION SUMMARY OF STOCK-BASED COMPENSATION A summary of share activity for all equity classified stock compensation during the six months ended June 30, 2021, is presented below: Type of Award Shares Outstanding at 1/1/2021 Granted Shares Vested / Exercised Shares Expired Shares Forfeited Shares Shares Outstanding at 6/30/2021 Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting 55,851 48,134 (17,418) — — 86,567 Equity Classified - Market Condition Restricted Shares - Stock Price Vesting 22,000 — — (22,000) — — Equity Classified - Three Year Vest Restricted Shares 38,479 43,050 (21,220) — (3,435) 56,874 Equity Classified - Non-Qualified Stock Option Awards 80,000 20,332 (43,624) — — 56,708 Total Shares 196,330 111,516 (82,262) (22,000) (3,435) 200,149 As contemplated under the terms of the Second Amended and Restated 2010 Equity Incentive Plan (together with its predecessor plan, the “2010 Plan”), on January 20, 2021, in order to address the dilutive effect of the stock component of the special distribution that was paid to the Company’s stockholders on December 21, 2020 in connection with the Company’s REIT conversion, the Board’s Compensation Committee made an equitable adjustment (the “Equitable Adjustment”) to certain of the awards outstanding as of December 31, 2020. Accordingly, during the three months ended March 31, 2021, the number of granted shares (111,516) includes 46,237 shares attributable to the Equitable Adjustment. Amounts recognized in the financial statements for stock options, stock appreciation rights, and restricted stock are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Total Cost of Share-Based Plans Charged Against Income Before Tax Effect $ 742 $ 699 $ 1,700 $ 1,518 Income Tax Expense Recognized in Income $ — $ 174 $ — $ 378 Effective as of August 4, 2017, the Company entered into amendments to the employment agreements and certain stock option award agreements and restricted share award agreements whereby such awards will fully vest following a change in control (as defined in the executive’s employment agreement) only if the executive’s employment is terminated without cause or if the executive resigns for good reason (as such terms are defined in the executive’s employment agreement), in each case, at any time during the 24-month period following the change in control. EQUITY-CLASSIFIED STOCK COMPENSATION Performance Share Awards – Peer Group Market Condition Vesting Performance shares have been granted to certain employees under the 2010 Plan. The performance share awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to between 0% and 150% of the number of performance shares awarded. The number of shares of common stock ultimately received by the award recipient is determined based on the Company’s total stockholder return as compared to the total stockholder return of a certain peer group during a three-year performance period. The Company granted a total of 48,134 performance shares during the three months ended March 31, 2021, of which 15,988 were attributable to the Equitable Adjustment. During the three months ended March 31, 2021, pursuant to the calculation of the vesting criteria for the three-year performance period ended December 31, 2020, as performed by an independent third party, the grantees of performance shares received an aggregate of 15,197 shares of Company common stock related to the 17,418 shares outstanding as of January 20, 2021, post Equitable Adjustment, as the actual vesting percentage achieved during the relevant three-year performance period was 87.2%. During the three months ended March 31, 2020, pursuant to the calculation of the vesting criteria for the three-year performance period ended December 31, 2019, as performed by an independent third party, the grantees of performance shares received an aggregate of 14,214 shares of Company common stock related to the 12,635 shares outstanding as of January 1, 2020 as the actual vesting percentage achieved during the relevant three-year performance period was 112.5%. The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and stockholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met. As of June 30, 2021, there was $2.5 million of unrecognized compensation cost, adjusted for estimated 1.9 years. A summary of activity during the six months ended June 30, 2021 is presented below: Performance Shares with Market Conditions Shares Wtd. Avg. Fair Value Outstanding at January 1, 2021 55,851 $ 63.44 Granted 48,134 $ 32.04 Vested (17,418) $ 58.30 Expired — — Forfeited — — Outstanding at June 30, 2021 86,567 $ 47.01 Market Condition Restricted Shares– Stock Price Vesting Restricted Company common stock has been granted to certain employees under the 2010 Plan. The restricted Company common stock outstanding from these grants vest in increments based upon the price per share of the Company common stock during the term of employment (or within sixty days after termination of employment by the Company without cause), meeting or exceeding the target trailing thirty-day average closing prices. Effective January 28, 2021, the 22,000 shares outstanding, consisting of 18,000 shares with a $70 per share price vesting criteria and 4,000 shares with a $75 per share price vesting criteria, expired prior to vesting. The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and stockholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met. As of June 30, 2021, there is no unrecognized compensation cost related to market condition restricted stock. A summary of the activity for these awards during the six months ended June 30, 2021 is presented below: Market Condition Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Outstanding at January 1, 2021 22,000 $ 41.71 Granted — — Vested — — Expired (22,000) $ 41.71 Forfeited — — Outstanding at June 30, 2021 — — Three Year Vest Restricted Shares Restricted shares have been granted to certain employees under the 2010 Plan. One The Company’s determination of the fair value of the three-year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date, less the present value of expected dividends during the vesting period. Compensation cost is recognized on a straight-line basis over the vesting period. As of June 30, 2021, there was $2.1 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the three-year vest non-vested restricted shares, which will be recognized over a remaining weighted average period of 2.1 years. A summary of activity for these awards six months ended June 30, 2021 is presented below: Three Year Vest Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Per Share Outstanding at January 1, 2021 38,479 $ 57.82 Granted 43,050 $ 35.47 Vested (21,220) $ 48.55 Expired — — Forfeited (3,435) $ 46.61 Outstanding at June 30, 2021 56,874 $ 45.04 Non-Qualified Stock Option Awards On October 22, 2014, the Company granted to Mr. Smith an option to purchase 10,000 shares of the Company’s common stock under the 2010 Plan, with an exercise price of $50.00. Effective January 20, 2021, as a result of the Equitable Adjustment, the number of shares covered by the option was increased to 12,541 and the exercise price was adjusted to $39.87. The option vested for one-third tenth On February 9, 2015, the Company granted to Mr. Albright an option to purchase 20,000 shares of the Company’s common stock under the 2010 Plan, with an exercise price of $57.50. Effective January 20, 2021, as a result of the Equitable Adjustment, the number of shares covered by the option was increased to 25,083 and the exercise price was adjusted to $45.85. The option vested on January 28, 2016. The option expires on the earliest of: (a) January 28, 2025; (b) twelve months after the employee’s death or termination for disability; or (c) thirty days after the termination of employment for any reason other than death or disability. During the three months ended March 31, 2021, the option was exercised on 25,083 shares, leaving none outstanding as of March 31, 2021. No options were exercised during the three months ended June 30, 2021. On May 20, 2015, the Company granted to Mr. Albright an option to purchase 40,000 shares of the Company’s common stock under the 2010 Plan, with an exercise price of $55.62. On February 26, 2016, this option was surrendered one-third two On June 29, 2015, the Company granted to an officer of the Company an option to purchase 10,000 shares of the Company’s common stock under the 2010 Plan, with an exercise price of $57.54. Effective January 20, 2021, as a result of the Equitable Adjustment, the number of shares covered by the option was increased to 12,541 and the exercise price was adjusted to $45.88. The option vested for one-third The Company used the Black-Scholes valuation pricing model to determine the fair value of its non-qualified stock option awards. The determination of the fair value of the awards is affected by the stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the term of the awards, annual dividends, and a risk-free interest rate assumption. A summary of the activity for these awards during the six months ended June 30, 2021 is presented below: Non-Qualified Stock Option Awards Shares Wtd. Avg. Ex. Price Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2021 80,000 $ 55.63 Granted 20,332 — Exercised (43,624) $ 44.85 Expired — — Forfeited — — Outstanding at June 30, 2021 56,708 $ 43.98 3.82 $ 541,145 Exercisable at January 1, 2021 80,000 $ 55.63 4.26 — Exercisable at June 30, 2021 56,708 $ 43.98 3.82 $ 541,145 The total intrinsic value of options exercised during the six months ended June 30, 2021 totaled $0.5 million. As of June 30, 2021, there is no unrecognized compensation cost related to non-qualified, non-vested stock option awards. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION Each member of the Company’s Board of Directors has the option to receive his or her annual retainer and meeting fees in shares of Company common stock rather than cash. The number of shares awarded to the directors making such election is calculated quarterly by dividing (i) the sum of (A) the amount of the quarterly retainer payment due to such director plus (B) meeting fees earned by such director during the quarter, by (ii) the closing price of the Company’s common stock on the last business day of the quarter for which such payment applied, rounded down to the nearest whole number of shares. Commencing in 2019, each non-employee director serving as of the beginning of each calendar year shall receive an annual award of the Company’s common stock valued at $20,000 for the years ended December 31, 2019 and 2020 and $35,000 for the year ending December 31, 2021 (the “Annual Award”). The number of shares awarded is calculated based on the trailing 20-day average price of the Company’s common stock as of the date two During the six months ended June 30, 2021 and 2020, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.4 million or 8,298 shares, and $0.4 million, or 6,283 shares, respectively. The expense recognized during the six months ended June 30, 2021 and 2020 includes the Annual Award received during the first quarter of each respective year which totaled $0.2 million and $0.1 million, respectively. |