Annual report pursuant to Section 13 and 15(d)

Note 13 - Stock-based Compensation

v3.24.1
Note 13 - Stock-based Compensation
12 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 13.         Stock-Based Compensation

 

We have three stock-based compensation plans. The 2006 Stock Incentive Plan was adopted in 2006 (“2006 Plan”) and had options granted under it through April 12, 2016. The 2016 Stock Incentive Plan (“2016 Plan”) was adopted in 2016 (“2016 Plan”) and had options granted under it through November 15, 2021. On October 11, 2021, the Board of Directors approved the 2021 Stock Incentive Plan (“2021 Plan”) and on December 2, 2021, our shareholders approved the plan.

 

The Company recognizes compensation costs for those shares expected to vest on a straight-line basis over the requisite service period of the awards. The fair values of option awards granted in 2023 and 2022 were estimated using the Black-Sholes option pricing model under the following assumptions:

 

   

2023

   

2022

 

Risk-free interest rate

    4.6 %     1.9% - 4.3%  

Dividend yield

    0 %     0 %

Expected term (years)

    3.25 - 3.50       3.25 - 6.00  

Expected volatility

    33.5% - 36.7%       45.8% - 48.1%  

 

Determining the assumptions for the expected term and volatility requires management to exercise significant judgment. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. Given the limited public market for the Company’s stock, the Company has elected to estimate its expected volatility by benchmarking its volatility to that of several public company issuers that operate within its market segment. The guideline companies’ volatility was increased by a size adjustment premium to compensate for the difference in size between the guideline companies and the Company in its calculation.

 

2021 Stock Incentive Plan

 

The 2021 Plan became effective October 11, 2021 and expires October 11, 2031. The 2021 Plan provides for the granting of equity awards to key employees, including officers and directors. The maximum number of shares for which equity awards may be granted under the 2021 Plan is 500,000. Options under the 2021 Plan expire no later than ten years from the date of grant or after prescribed periods of time after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors. The minimum exercise price of each option is the fair market value of the Company’s stock on the date of grant. Under the Plan, fair market value means the average of the reported high and low sale prices of our common stock on the Nasdaq Stock Market. As of December 31, 2023 and 2022, there were 330,700 and 350,700, respectively, of outstanding unexpired options issued under the 2021 Plan, of which 169,520 and 129,500, respectively, were exercisable, and there were 60,800 and 145,800, respectively, options available to be granted.

 

2016 Stock Incentive Plan

 

The 2016 Plan became effective June 1, 2016, and expires April 4, 2026. The 2016 Plan provides for the granting of equity awards to key employees, including officers and directors. The maximum number of shares for which equity awards may be granted under the 2016 Plan is 1,000,000. Options under the 2016 Plan expire no later than ten years from the date of grant or after prescribed periods of time after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors. The minimum exercise price of each option is the quoted market price of the Company’s stock on the date of the grant. As of December 31, 2023 and 2022, there were 53,100 and 77,350 options, respectively, of outstanding unexpired options under the 2016 Plan, of which 47,850 and 62,975 were exercisable, respectively. No additional options may be granted under the 2016 Plan.

 

2006 Stock Incentive Plan

 

The 2006 Plan became effective May 18, 2006, and expired April 12, 2016. The 2006 Plan provides for the granting of equity awards to key employees, including officers and directors. The maximum number of shares for which equity awards could be granted under the 2006 Plan was 195,000. Options under the 2006 Plan expire no later than ten years from the date of grant or after prescribed periods of time after employment ceases, whichever comes first, and vested over periods determined by the Board of Directors. There were 7,200 and 27,200 outstanding unexpired options remaining from the 2006 Plan as of December 31, 2023 and 2022, respectively, all of which were exercisable.

 

The status of the options issued under the foregoing option plans as of December 31, 2023 and 2022, and changes during the years then ended were as follows:

 

   

Shares

   

Weighted average exercise price per share

 

Weighted Average Remaining Contractual Term

 

Aggregate Intrinsic Value

 

Outstanding at December 31, 2021

    290,450     $ 31.70  

4 years, 11 months

  $ 5,195,253  

Options granted

    195,200       28.15            

Options exercised

    (26,400 )     2.80            

Options expired

    (500 )     3.50            

Options forfeited

    (3,500 )     13.00            

Outstanding at December 31, 2022

    455,250     $ 32.05  

6 years, 5 months

  $ 95,937  

Options granted

    85,000       2.11            

Options exercised

    (2,000 )     3.70            

Options expired

    (59,750 )     23.53            

Options forfeited

    (87,500 )     30.11            

Outstanding at December 31, 2023

    391,000     $ 27.43  

5 years, 4 months

  $ 998  

Exercisable at December 31, 2023

    224,570     $ 36.61  

4 years, 6 months

  $ 998  

 

The total intrinsic value of options exercised in the years ended December 31, 2023 and 2022 was $610 and $756,888, respectively.

 

Nonvested stock option awards as of December 31, 2023 and 2022, and changes during the years then ended were as follows:

 

   

Nonvested

 
   

Shares

   

Weighted average exercise price per share

   

Weighted average grant date fair value

 

Nonvested at December 31, 2021

    95,250     $ 40.70     $ 15.10  

Granted

    195,200       28.15       13.65  

Vested

    (51,375 )     39.00       14.70  

Forfeited

    (3,500 )     13.00       13.00  

Nonvested at December 31, 2022

    235,575     $ 31.10     $ 14.00  

Granted

    85,000       2.11       0.65  

Vested

    (58,145 )     33.47       13.82  

Expired

    (8,500 )     49.82       21.45  

Forfeited

    (87,500 )     30.11       12.68  

Nonvested at December 31, 2023

    166,430     $ 15.04     $ 6.60  

 

As of December 31, 2023, unrecognized compensation cost associated with non-vested share-based employee and non-employee compensation totaled $329,622, which is expected to be recognized over a weighted average period of 16 months.