Annual report [Section 13 and 15(d), not S-K Item 405]

Note 10 - Equity Incentive Plan

v3.25.1
Note 10 - Equity Incentive Plan
12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 10 — Equity Incentive Plan

 

In May 2013, the Company adopted the 2013 Equity Incentive Plan (as amended and restated, the “Plan”) and reserved shares of common stock for issuance under the Plan, which was last amended in June 2023. The plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). At December 31, 2024, there were 256,267 shares of common stock available for issuance under the Plan.

 

During the year ended December 31, 2024, the Company granted 38,710 restricted stock units to Board members, 125,000 restricted stock units to executives and 128,922 restricted stock units to employees under the Plan. The estimated fair value of these equity grants was $2,072,676, of which $541,957 was recognized in the respective department expenses in the accompanying statement of operations for the year ended December 31, 2024.

 

During the year ended December 31, 2023, the Company granted 12,000 stock options to employees, 27,550 restricted stock units to Board members and 60,200 restricted stock units to employees under the Plan. During the year ended December 31, 2023, the Company granted no awards to executives under the Plan. The estimated fair value of these equity grants, calculated using the Black-Scholes option valuation model for the stock options, was $915,789, of which $363,563 was recognized in the respective department expenses in the accompanying statement of operations for the year ended December 31, 2023.

 

As permitted by SAB 107, management utilizes the simplified approach to estimate the expected term of stock options, which represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. treasury yield in effect at the time of grant. The volatility is estimated based on the historical volatilities of comparable companies. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future.

 

The assumptions used in the Black-Scholes model for the year ended December 31, 2023 are as follows:

 

Average risk-free interest rate

    4.13 %

Expected dividend yield

    %

Expected life (in years)

    6.00  

Expected volatility

    90 %

 

No stock options were granted in the year ended December 31, 2024.

 

A summary of the Company’s stock option activity and related information is as follows:

 

    2024     2023  
                   

Weighted

                   

Weighted

 
           

Weighted

   

Average

           

Weighted

   

Average

 
           

Average

   

Remaining

           

Average

   

Remaining

 
   

Stock

   

Exercise

   

Life

   

Stock

   

Exercise

   

Life

 
   

Options

   

Price

   

(in years)

   

Options

   

Price

   

(in years)

 

Outstanding at January 1

    525,948     $ 7.69       5.7       513,948     $ 7.59       6.6  

Granted

        $               12,000     $ 11.96          

Exercised

    (8,334 )   $ 10.41                   $          

Forfeited / Expired

    (8,200 )   $ 12.95                   $          

Outstanding at December 31

    509,414     $ 7.56       4.6       525,948     $ 7.69       5.7  

Exercisable at December 31

    497,414     $ 7.44       4.5       475,287     $ 7.18       5.4  

 

The following table sets forth additional information about stock options outstanding at December 31, 2024:

 

                 

Weighted

                 
                 

Average

   

Weighted

         
                 

Remaining

   

Average

         
         

Options

   

Life

   

Exercise

   

Options

 

Range of Exercise Prices

   

Outstanding

   

(in years)

   

Price

   

Exercisable

 

 

$1.99

$2.85       181,557       3.2     $ 2.52       181,557  
$4.25 $9.31       176,736       5.5     $ 7.33       176,736  
$10.41 $17.25       146,968       5.2     $ 12.96       134,968  
$31.50 $79.40       4,153       1.7     $ 47.08       4,153  
            509,414                       497,414  

 

Stock options granted under the Plan have ten-year terms and generally vest annually over a three-year vesting period except for option grants to independent directors that generally vest quarterly over a one-year vesting period.

 

The estimated aggregate pretax intrinsic value (the difference between the Company’s stock price on the last day of the year ended December 31, 2024 and the exercise prices, multiplied by the number of in-the-money options) is $1.0 million for both outstanding and vested options. This amount changes based on the fair value of the Company’s stock.

 

A summary of the Company’s restricted stock unit (“RSU”) and performance stock unit (“PSU”) activity is as follows:

 

   

2024

   

2023

 
   

RSUs

   

PSUs

   

RSUs

   

PSUs

 

Outstanding at January 1

    171,530       114,000       183,666       114,000  

Granted

    292,632             87,750        

Vested

    (130,447 )           (99,886 )      

Forfeited

    (2,000 )                  

Outstanding at December 31

    331,715       114,000       171,530       114,000  

 

In the year ended December 31, 2024, 130,447 restricted stock units vested of which 34,150 restricted stock units were forfeited to cover employee and executive payroll tax withholding obligations. In the year ended December 31, 2023, 99,886 restricted stock units vested of which 27,869 restricted stock units were forfeited to cover employee and executive payroll tax withholding obligations. The payment of the taxes on the vesting of the restricted stock units is shown as a financing activity on the accompanying statement of cash flow.

 

As of December 31, 2024, there was $2,282,686 of unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.1 years.