8. Stock-Based Compensation

On May 29, 2024, stockholders approved the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”) to replace the 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2024 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2024 Plan, like the 2014 Plan, permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), and other stock-based awards. Currently, awards to employees primarily consist of RSUs and PRSUs and to Company directors of RSUs. The 2024 Plan authorizes the issuance of up to 974,000 shares. Although no further awards may be granted under the 2014 Plan, outstanding awards granted prior to February 29, 2024, will continue in accordance with their terms.

The Company has a long-term incentive compensation program for certain Company executive officers that includes grants of PRSUs in addition to time-based RSUs. Under the terms of the PRSU Agreement, the number of PRSUs that may be earned depends on the extent to which performance goals for the award are achieved over a three-year performance period, as determined by the Compensation Committee of the Board. The number of PRSUs that may be earned ranges from 0% to 150% of the target award, with no PRSUs earned for below threshold-level performance, 50% of PRSUs earned for threshold-level performance, 100% of PRSUs earned for target-level performance, and 150% of PRSUs earned for maximum-level performance. As of June 30, 2025, PRSUs granted in 2025 and 2024 are being accrued at target with no accrual for the 2023 PRSUs. The different levels of accrual are commensurate with the projected performance of the respective grant.

For the three months ended June 30, 2025 and 2024, the Company’s net income, as reported, included $0.8 million and $0.3 million, respectively, of stock-based compensation costs, as recorded in salaries and employee benefits on the Consolidated Statements of Operations, including the benefit or expense of phantom stock awards, and $0.2 million and $0.1 million, respectively, of income tax benefits related to the stock-based compensation plans.

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For the six months ended June 30, 2025 and 2024, the Company’s net income, as reported, included $1.3 million and $1.3 million, respectively, of stock-based compensation costs, as recorded in salaries and employee benefits on the Consolidated Statements of Operations, including the benefit or expense of phantom stock awards, and $0.4 million and $0.3 million of income tax benefit, respectively, related to the stock-based compensation plans

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During the three months ended June 30, 2025 and 2024 the Company did not grant any RSU or PRSU awards, respectively. During the six months ended June 30, 2025 and 2024 the Company granted 228,501 and 217,650 RSU awards and 71,700 and 67,350 PRSU awards, respectively As of June 30, 2025, 637,949 shares were available for future issuance under the 2024 Omnibus Plan.

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The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards and performance restricted stock units. Compensation cost is recognized over the vesting period of the award using the straight-line method. Forfeitures are recorded in the period they occur.

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The following table summarizes the Company’s RSU and PRSU awards under the 2024 Omnibus Plan for the three months ended June 30, 2025:

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As of June 30, 2025, there was $6.5 million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of 2.1 years. The total fair value of awards vested for the three months ended June 30, 2025 and 2024, was $0.2 million at both periods. The total fair value of awards vested for the six months ended June 30, 2025 and 2024 was $1.3 million and $2.7 million, respectively. The vested but unissued RSU and PRSU awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of these awards, which provide for vesting upon retirement, these employees and directors have no risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates.

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Phantom Stock Plan: The Company maintains a non-qualified phantom stock plan as a supplement to its profit-sharing plan for officers who have achieved the designated level and completed one year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.

The following table summarizes the Phantom Stock Plan at or for the three months ended June 30, 2025:

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The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of ($0.1) million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively. The total fair value of the distributions from the Phantom Stock Plan was $1,000 for both the three months ended June 30, 2025 and 2024.

The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of ($0.4) million and ($0.5) million for the six months ended June 30, 2025 and 2024, respectively. The total fair value of the distributions from the Phantom Stock Plan was $13,000 and $22,000 for the six months ended June 30, 2025, and 2024, respectively.