v3.25.4
Equity Compensation Plans
12 Months Ended
Dec. 31, 2025
Equity Compensation Plans  
Equity Compensation Plans

13. Equity Compensation Plans

At the 2018 Annual Meeting of Shareholders, First United Corporation’s shareholders approved the First United Corporation 2018 Equity Compensation Plan (the “Equity Plan”) which authorizes the issuance of up to 325,000 shares of common stock to employees, directors, and qualifying consultants pursuant to stock options, stock appreciation rights, stock awards, dividend equivalents, and other stock-based awards.

The Corporation complies with the provisions of ASC Topic 718, Compensation- Stock Compensation, in measuring and disclosing stock compensation cost.  The measurement objective in ASC Paragraph 718-10-30-6 requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award.  The cost is recognized in expense over the period in which an employee is required to provide service in exchange for the award (the vesting period).

Pursuant to our director compensation policy, each director receives an annual retainer of 1,000 shares of First United Corporation common stock, plus $15,000 to be paid, at the director’s election, in cash or additional shares of common stock.  In May 2025, a total of 11,692 fully vested shares of common stock were issued to directors, which had a grant date fair value of $31.52 per share.  In May 2024, a total of 14,325 fully vested shares of common stock were issued to directors, which had a grant date fair value of $21.94 per share.  Director stock compensation expense was $350,451 for the year ended December 31, 2025 and $292,109 for the year ended December 31, 2024.

Upon completion of 12 consecutive months of employment, all full-time employees of The Bank are eligible to receive 20 shares of First United Corporation stock.  Additionally, certain employees are eligible to receive yearly stock compensation if certain criteria is met.  Total employee stock compensation expense was $104,120 and $54,226 for the years ended December 31, 2025 and 2024, respectively.

Restricted Stock Units (“RSUs”)

On March 26, 2020, pursuant to the Corporation’s Long Term Incentive Plan (the “LTIP”), which is a sub-plan of the Equity Plan, the Compensation Committee of First United Corporation’s Board of Directors (the “Committee”)

granted RSUs to the Corporation’s principal executive officer, its principal financial officer, and certain of its other executive officers. An RSU contemplates the issuance of shares of common stock of First United Corporation if and when the RSU vests.

The RSUs granted to each of the foregoing officers consist of (i) a performance vesting award for a three-year performance period and (ii) a time-vesting award that will vest ratably over a three-year period. Target performance levels were set based on the annual budget which supports the Corporation’s long-term objective of achieving high performance as compared to peers. Threshold performance is the minimum level of acceptable performance as defined by the Committee and maximum performance represented a level potentially achievable under ideal circumstances. Achievement of the threshold performance level would result in each executive participant earning a payout at 50% of his or her respective target award opportunity. Achievement of the target performance level would result in the executive participant earning the target award and achievement at or above the maximum performance level would result in the executive participant earning 150% of the target opportunity. Actual results for any goal that falls between performance levels would be interpolated to calculate a proportionate award.  For each of the performance periods ended December 31, 2023 through December 31, 2025, the RSUs performance goals were based on earnings per share and growth in tangible book value.  For the performance periods ending December 31, 2026 and 2027, the RSUs performance goals are based on return on average equity and growth in tangible book value.

To receive any shares under an RSU, a grantee must be employed by the Corporation or one of its subsidiaries on the applicable vesting date, except that a grantee whose employment terminates prior to such vesting date due to death, disability or retirement will be entitled to a pro-rated portion of the shares subject to the RSUs, assuming that, in the case of performance-vesting RSUs, the performance goals had been met at their "target" levels.

In May 2021, RSUs relating to 7,389 performance-vesting shares and 3,693 time-vesting shares (target level) for plan year 2021 were granted, which had a grant date fair market value of $17.93 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs was the three-year period ended December 31, 2023.  On March 10, 2024, it was determined that 7,389 performance-vesting RSUs failed to vest.  The time-vesting RSUs vested ratably over a three-year period that began on May 5, 2022. On May 5, 2022, 1,230 shares of the 3,693 time-vesting RSUs were issued to participants.  On May 5, 2023, 1,230 shares of the remaining 2,463 time-vesting shares were issued to the participants.  On May 5, 2024, the remaining 1,233 shares of the 3,693 time-vesting RSUs were issued to participants.  LTIP compensation expense in respect of the 2021 RSU awards was $7,365 for the year ended December 2024.  All compensation expense related to the 2021 LTIP plans was recognized as of June 30, 2024.

In March 2022, RSUs relating to 8,096 performance-vesting shares and 6,238 time-vesting shares (target level) for plan year 2022 were granted, which had a grant date fair market value of $21.88 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs was the three-year period ended December 31, 2024.  The time-vesting RSUs vested ratably over a three-year period that began on March 10, 2023.  On March 10, 2023, 2,079 shares of the 6,238 time-vesting RSUs were issued to participants.  On March 10, 2024, 2,079 additional shares of the 6,238 time-vesting RSUs were issued to participants.  On March 10, 2025, the remaining 2,080 shares of the 6,238 time-vesting RSUs were issued to participants.  In the third quarter of 2024, it was projected that the performance-vesting shares would fail to vest.  LTIP compensation expense in respect of the 2022 RSU awards was $26,145 and $104,581 for the years ended December 31, 2025 and 2024, respectively.  All compensation expense related to the 2022 LTIP plans was recognized as of March 31, 2025.

In March 2023, RSUs relating to 10,214 performance-vesting shares and 7,920 time-vesting shares (target level) for plan year 2023 were granted, which had a grant date fair market value of $18.25 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs was the three-year period ended December 31, 2025.  The time-vesting RSUs will vest ratably over a three-year period that began on March 15, 2024.  On March 15, 2024, 2,639 shares of the 7,920 time-vesting RSUs were issued to participants.  On March 15, 2025, 2,639 shares of the 7,920 time-vesting RSUs were issued to participants.  Subsequently, it has been determined that the performance vesting shares would fail to vest.  LTIP compensation expense in respect of the 2023 RSU awards was $110,340 for both of the

years ended December 31, 2025 and 2024.  Unrecognized compensation expense as of December 31, 2025 related to unvested units was $27,585.

In May 2024, RSUs relating to 8,593 performance vesting shares and 6,662 time vesting shares (target level) for plan year 2024 were granted, which had a grant date fair market value of $22.26 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs is the three-year period ending December 31, 2026.  The time-vesting RSUs will vest ratably over a three-year period that began on May 20, 2025. On May 20, 2025, 2,219 shares of the 6,662 time-vesting RSUs were issued to participants.  LTIP compensation expense in respect of the 2024 RSU awards was $113,256 and $66,066 for the years ended December 31, 2025 and 2024, respectively. Unrecognized compensation expense as of December 31, 2025 related to unvested units was $160,446.

In February 2025, RSUs relating to 6,006 performance vesting shares and 4,797 time vesting shares (target level) for plan year 2025 were granted, which had a grant date fair market value of $37.59 per share of common stock underlying each RSU.  The performance period for the performance-vesting RSUs is the three year period ending December 31, 2027.  The time-vesting RSUs will vest ratably over a three year period beginning on February 25, 2026. LTIP compensation expense in respect of the 2025 RSU awards was $112,868 for the year ended December 31, 2025. Unrecognized compensation expense as of December 31, 2025 related to unvested units was $293,456.