NATIONAL BANKSHARES INC Stock Compensation Disclosure
Note 20: Stock Based Compensation
The Company’s 2023 Stock Incentive Plan (“the Plan”) was approved by shareholders at the annual shareholder’s meeting on May 9, 2023. The Plan provides for the grant of various forms of stock-based compensation awards that may be settled in, or based upon the value of, the Company’s common stock. The maximum number of shares available for issuance under the Plan is 120,000 shares. The restricted stock has voting rights and rights to dividends, which are paid upon vest date. For further information on the Plan, refer to the Company’s Proxy Statement filed with the SEC on March 10, 2023 and the Company’s S-8 filed with the SEC on June 7, 2023.
Restricted Stock Awards
Under the Plan, part of the 2023 and 2024 semi-annual retainer for non-employee directors was paid in restricted stock awards (“RSAs”). A summary of changes in the Company’s nonvested RSAs under the Plan for the year ended December 31, 2024 follows:
|
|
Shares |
|
|
Weighted-Average |
|
||
Nonvested at January 1, 2024 |
|
|
4,095 |
|
|
$ |
30.73 |
|
Granted |
|
|
5,194 |
|
|
|
30.93 |
|
Vested and released |
|
|
(3,868 |
) |
|
|
30.73 |
|
Forfeited |
|
|
(460 |
) |
|
|
30.38 |
|
Nonvested at December 31, 2024 |
|
|
4,961 |
|
|
$ |
30.98 |
|
The RSAs are valued at the closing stock price on the grant date and expensed over the one-year vesting period. Stock based compensation expense was $128 for the year ended December 31, 2024 and $42 for the year ended December 31, 2023. As of December 31, 2024, expense of $102 related to the non-vested RSAs is expected to be recognized over the coming 11 months.
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.