19.         Equity Incentive Plans

 

Pursuant to the Company’s 2005 Incentive Plan, as amended and restated in May 2025 (the "2005 Incentive Plan"), the Company may grant incentive stock options (employees only), non-statutory stock options, common stock awards, restricted stock, RSUs, stock appreciation rights and cash awards to non-employee directors and eligible employees.

 

As of December 31, 2025, 2,770,049 shares were available under the 2005 Incentive Plan for future grants.

 

In addition to stock options, the Company also grants restricted stock units (“RSUs”) that are generally granted at no cost to the recipient. RSUs generally vest ratably over three years or cliff vest after one or three years of continued employment from the date of the grant. While a portion of RSUs may be time-vesting awards, others may vest subject to the attainment of specified performance goals and are referred to as “performance-based RSUs.” All RSUs are subject to forfeiture until vested.

 

Performance-based RSUs are granted at the target amount of awards. Based on the Company’s attainment of specified performance goals and consideration of market conditions, the number of shares that vest can be adjusted to a minimum of zero and to a maximum of 150% of the target. The amount of performance-based RSUs that are eligible to vest is determined at the end of each performance period and is then added together to determine the total number of performance shares that are eligible to vest. Performance-based RSUs generally cliff vest three years from the date of grant.

 

Compensation costs for the time-based awards are based on the quoted market price of the Company’s stock at the grant date. Compensation costs associated with performance-based RSUs are based on grant date fair value, which considers both market and performance conditions. Compensation costs of both time-based and performance-based awards are recognized on a straight-line basis from the grant date until the vesting date of each grant.   

 

The following table presents RSU activity for 2025, 2024, and 2023:

 

  

Time-Based RSUs

  

Performance-Based RSUs

 
      

Weighted-Average

      

Weighted-Average

 
      

Grant Date

      

Grant Date

 
  

Shares

  

Fair Value

  

Shares

  

Fair Value

 

Balance at December 31, 2022

  202,059  $33.29   362,965  $31.56 

Granted

  86,809   37.92   123,504   38.41 

Vested

  (92,075)  34.29   (136,808)  34.21 

Forfeited

  (2,404)  37.77       

Balance at December 31, 2023

  194,389  $34.83   349,661  $32.94 

Granted

  77,361   37.75   121,412   37.79 

Vested

  (42,241)  36.38   (113,764)  36.91 

Forfeited

  (27,043)  41.71   (17,395)  39.26 

Balance at December 31, 2024

  202,466  $34.70   339,914  $33.02 

Granted

  72,684   46.07   89,777   46.00 

Vested

  (52,179)  44.05   (104,318)  42.82 

Forfeited

  (12,270)  39.95   (12,342)  37.91 

Balance at December 31, 2025

  210,701  $36.00   313,031  $33.28 

 

The compensation expense recorded for RSUs was $6.6 million in 2025, $6.0 million in 2024, and $7.0 million in 2023. Unrecognized stock-based compensation expense related to RSUs was $9.6 million and $9.6 million as of December 31, 2025, and 2024, respectively.  As of December 31, 2025, these costs are expected to be recognized over the next 1.8 years.  

 

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Feb 28, 2025
2023Feb 29, 2024
2021Mar 1, 2022
2020Mar 1, 2021
2019Mar 2, 2020
2018Mar 4, 2019
2017Mar 1, 2018
2016Mar 1, 2017
2015Feb 29, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.