FIDELITY D & D BANCORP INC Stock Compensation Disclosure
| 10. | STOCK PLANS |
The Company has one active stock-based compensation plan (the stock compensation plan) from which it can grant stock-based compensation awards and applies the fair value method of accounting for stock-based compensation provided under current accounting guidance. The guidelines require the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements. The Company’s stock compensation plan was shareholder-approved and permits the grant of share-based compensation awards to its employees and directors. The Company believes that the stock-based compensation plan will advance the development, growth and financial condition of the Company by providing incentives through participation in the appreciation in the value of the Company’s common stock. In return, the Company hopes to secure, retain and motivate the employees and directors who are responsible for the operation and the management of the affairs of the Company by aligning the interest of its employees and directors with the interest of its shareholders. In the stock compensation plan, employees and directors are eligible to be awarded stock-based compensation grants which can consist of stock options (qualified and non-qualified), stock appreciation rights (SARs) and restricted stock.
At the 2022 annual shareholders' meeting, the Company's shareholders approved and the Company adopted the 2022 Omnibus Stock Incentive Plan which replaced the 2012 Omnibus Stock Incentive Plan and the 2012 Director Stock Incentive Plan (collectively, the 2012 stock incentive plans). The 2012 stock incentive plans expired in 2022. Unless terminated by the Company’s Board of Directors, the 2022 Omnibus Stock Incentive Plan will expire on, and no stock-based awards shall be granted after the year 2032.
In the 2022 Omnibus Stock Incentive Plan, the Company has reserved 500,000 shares of its no-par common stock for future issuance. The Company recognizes share-based compensation expense over the requisite service or vesting period. Since 2019, the Company has approved a Long-Term Incentive Plan (LTIP) each year that awarded restricted stock and/or stock-settled stock appreciation rights (SSARs) to senior officers and managers based on the attainment of performance goals. The SSARs awards have a -year term from the date of each grant.
During the first quarter of 2025, the Company approved a LTIP and awarded restricted stock to senior officers and managers in February 2025 based on 2024 performance. During the fourth quarter of 2025, the Company awarded 250 shares of restricted stock to one new employee.
During the first quarter of 2024, the Company approved a LTIP and awarded restricted stock to senior officers and managers in February 2024 based on 2023 performance.
The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during 2025 and 2024 under the 2022 stock incentive plans:
| 2025 | 2024 | |||||||||||||||||
| Weighted- | Weighted- | |||||||||||||||||
| Shares | average grant | Shares | average grant | |||||||||||||||
| granted | date fair value | granted | date fair value | |||||||||||||||
| Omnibus plan | 15,200 | (2) | $ | 45.09 | 10,000 | (2) | $ | 46.96 | ||||||||||
| Omnibus plan | 1,588 | (2) | 45.09 | 1,558 | (2) | 46.96 | ||||||||||||
| Omnibus plan | 17,065 | (3) | 45.09 | 10,871 | (3) | 46.96 | ||||||||||||
| Omnibus plan | 50 | (1) | 45.09 | 50 | (1) | 46.96 | ||||||||||||
| Omnibus plan | 250 | (3) | 43.47 | - | - | |||||||||||||
| Total | 34,153 | $ | 45.08 | 22,479 | $ | 46.96 | ||||||||||||
|
| (1) Vest after 1 year (2) Vest after 3 years – 33% each year (3) Vest fully after 3 years |
The fair value of the shares granted in 2025 and 2024 was calculated using the grant date closing stock price.
A summary of the status of the Company’s non-vested restricted stock as of and changes during the period indicated are presented in the following table:
| 2012 & 2022 Stock incentive plans | ||||||||||||||||
| Director | Omnibus | Total | Weighted- average grant date fair value | |||||||||||||
| Non-vested balance at December 31, 2023 | 12,519 | 61,200 | 73,719 | $ | 50.03 | |||||||||||
| Granted | - | 22,479 | 22,479 | 46.96 | ||||||||||||
| Forfeited | - | (1,705 | ) | (1,705 | ) | 48.45 | ||||||||||
| Vested | (7,719 | ) | (18,149 | ) | (25,868 | ) | 51.03 | |||||||||
| Non-vested balance at December 31, 2024 | 4,800 | 63,825 | 68,625 | $ | 48.68 | |||||||||||
| Granted | - | 34,153 | 34,153 | 45.08 | ||||||||||||
| Forfeited | - | (9,541 | ) | (9,541 | ) | 47.29 | ||||||||||
| Vested | (4,800 | ) | (23,059 | ) | (27,859 | ) | 49.38 | |||||||||
| Non-vested balance at December 31, 2025 | - | 65,378 | 65,378 | $ | 46.71 | |||||||||||
A summary of the status of the Company’s SSARs as of and changes during the period indicated are presented in the following table:
| Awards | Weighted-average grant date fair value | Weighted-average remaining contractual term (years) | ||||||||||
| Outstanding December 31, 2023 | 64,326 | $ | 11.59 | 3.8 | ||||||||
| Granted | - | - | ||||||||||
| Exercised | - | - | ||||||||||
| Forfeited | - | - | ||||||||||
| Outstanding December 31, 2024 | 64,326 | $ | 11.59 | 2.8 | ||||||||
| Granted | - | - | ||||||||||
| Exercised | (4,322 | ) | 3.48 | |||||||||
| Forfeited | (6,966 | ) | 14.42 | |||||||||
| Outstanding December 31, 2025 | 53,038 | $ | 11.87 | 1.9 | ||||||||
Share-based compensation expense is included as a component of salaries and employee benefits in the consolidated statements of income. The following tables illustrate stock-based compensation expense recognized on non-vested equity awards during the years ended December 31, 2025 and 2024 and the unrecognized stock-based compensation expense as of December 31, 2025:
| (dollars in thousands) | 2025 | 2024 | ||||||
| Stock-based compensation expense: | ||||||||
| 2012 Director stock incentive plan | $ | 30 | $ | 259 | ||||
| 2012 Omnibus stock incentive plan | 19 | 263 | ||||||
| 2022 Omnibus stock incentive plan | 1,016 | 803 | ||||||
| Employee stock purchase plan | 27 | 126 | ||||||
| Total stock-based compensation expense | $ | 1,092 | $ | 1,451 | ||||
| As of | ||||
| (dollars in thousands) | December 31, 2025 | |||
| Unrecognized stock-based compensation expense: | ||||
| 2022 Omnibus stock incentive plan | $ | 1,402 | ||
The unrecognized stock-based compensation expense as of December 31, 2025 will be recognized ratably over the periods ended November 2028 for the 2022 Omnibus Stock Incentive Plan.
In addition to the 2022 stock incentive plan, the Company established the 2002 Employee Stock Purchase Plan (the ESPP) and reserved 165,000 shares of its un-issued capital stock for issuance under the plan. The ESPP was designed to promote broad-based employee ownership of the Company’s stock and to motivate employees to improve job performance and enhance the financial results of the Company. Under the ESPP, participation is voluntary whereby employees use automatic payroll withholdings to purchase the Company’s capital stock at a discounted price based on the fair market value of the capital stock as measured on either the commencement or termination dates, as defined. As of December 31, 2025, 113,997 shares have been issued under the ESPP. The ESPP is considered a compensatory plan and is required to comply with the provisions of current accounting guidance. The Company recognizes compensation expense on its ESPP on the date the shares are purchased, and it is included as a component of salaries and employee benefits in the consolidated statements of income.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 13, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2023 | Mar 20, 2024 | |
| 2022 | Mar 20, 2023 | |
| 2021 | Mar 23, 2022 | |
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.