(11) Equity Plan Awards

Under the Company’s Equity Incentive Plan of 1993, as amended (“the Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock, options to purchase common stock, and other forms of equity. As of December 31, 2025, the number of securities remaining available for future issuance under the Plan is 1,331,761.

The below tables illustrate the Company’s stock-based compensation, unamortized stock-based compensation, and remaining weighted average period for the years ended December 31, 2025, 2024 and 2023. This projected expense will change if any stock options and restricted stock are granted or cancelled prior to the respective reporting periods, or if there are any changes required to be made for estimated forfeitures.

 

 

 

A summary of nonvested restricted and unrestricted stock is presented below:

 

The total grant-date fair value of stocks vested during the years ended December 31, 2025, 2024, and 2023 were $3,823, $6,158, and $4,763, respectively.

A summary of nonvested performance-based stock is presented below:

 

The total grant-date fair value of stocks vested during the years ended December 31, 2025, 2024, and 2023 were $21, $1,733, and $1,206, respectively.

There were no performance based shares issued during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company issued a total of 177,010 performance based restricted stock subject to market vesting conditions to its CEO. The shares granted have an average fair value of $2.13. The fair value was determined by using the Monte Carlo valuation method. The fair value of these shares will be expensed over the requisite service period. 118,007 of the shares have a five-year performance period beginning on December 9, 2024 and ending on December 9, 2029. These shares are based upon the relative growth of the fair market value of the Company’s stock price over the course of the performance period as compared to the Company’s stock price at December 9, 2024. For 59,003 of the shares, the performance period is three-, and five-year periods beginning on December 9, 2024, and ending on December 9, 2025, December 9, 2027, and December 9, 2029. These shares are based upon the relative growth of the fair market value of the Company’s stock price over the course of the performance period compared to the Russell 2000 Index as measured at the end of each performance period.

 

 

During the year ended December 31, 2023, the Company issued a total of 94,028 performance-based shares to employees. The shares granted during 2023 have an average fair value of $21.51The fair value was determined by using the publicly traded share price as of the market close on the date of grant or the Monte Carlo valuation method for shares subject to market vesting conditions. The Company will recognize as expense the value of the performance-based shares over the required service period from grant date. The shares will cliff vest on April 20, 2026, with a measurement period commencing January 1, 2023, and ending December 31, 2025. Eighty percent of these performance-based shares are based upon the financial performance of the Company, specifically, earnings before interest and tax (“EBIT”) goal weighted at 50% and a net sales goal weighted at 30%. The remaining 20% of performance-based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2022 Proxy Statement. All parts of these awards vest in three years but are subject to reduction to a minimum (or even zero) for recording less than the targeted performance and to increase to a maximum of 200% for achieving in excess of the targeted performance.

During 2025, the Company concluded that none of the performance based restricted stock granted in 2022 vested as the underlying performance measures were not met.

Under the terms of the Company’s ISOP, under which options to purchase common stock can be issued, all employees are eligible to receive and options to purchase shares. The exercise price of any option may not be less than the fair market value of the shares on the date of grant; provided, however, that the exercise price of any option granted to an eligible employee owning more than 10% of the outstanding common stock may not be less than 110% of the fair market value of the shares underlying such option on the date of grant. No options granted may be exercisable more than ten years after the date of grant.

In 2024, the Company granted incentive stock options to employees and recorded an expense of $314. In 2025, the Company recorded an expense of $229 related to the incentive stock options granted in 2024. As of December 31, 2025, there were 70,778 outstanding stock options that are vested and exercisable. In 2023, no stock options were granted.

Activity of the incentive stock option plans:

 

All the incentive stock options outstanding as of December 31, 2025 have an exercise price per share of $10.28 and a remaining life of 58 months.

 

 

Activity of the performance incentive stock option plan:

 

All the performance incentive stock options outstanding as of December 31, 2025 have an exercise price per share of $10.28 and a remaining life of 58 months.

The total intrinsic value of options exercised during 2025, 2024, and 2023 was $0, $0, and $35, respectively. Cash received from stock options exercised during 2025, 2024, and 2023 was $0, $0, and $46, respectively. Of the outstanding options, 94,794 are vested and the intrinsic value amounted to $0 as of December 31, 2025.