YORK WATER COYORW
YORK WATER CO Stock Compensation Disclosure
12. Stock-Based Compensation
The Company has a Long-Term Incentive Plan, or LTIP. The LTIP was approved by the Company’s shareholders to provide the incentive of long-term stock-based
awards to officers, directors, and key employees. The LTIP provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, performance restricted stock grants and units, restricted stock grants and units,
and unrestricted stock grants. The maximum number of shares of common stock subject to awards that may be granted to any participant in any one calendar year is 10,000. Shares of common stock issued under the LTIP may be treasury shares or authorized but unissued shares. The LTIP will be administered by the Compensation and Human Capital Committee of the Board, or the full
Board, provided that the full Board will administer the LTIP as it relates to awards to non-employee directors of the Company. The LTIP was originally effective on July 1, 2016 (“2016 LTIP”), and was amended, restated, and renamed the 2025 LTIP
effective on May 6, 2025 (“2025 LTIP”). The Company filed a registration statement with the Securities and Exchange Commission on May 6, 2025 covering the offering of stock under the 2025 LTIP. The registration statement added 150,000 shares to the unissued shares from the 2016 LTIP, which may be issued under the 2025 LTIP over ten years.
On May 3, 2021, the Board awarded stock to non-employee directors effective May 3, 2021. This stock award vested immediately. On May 3, 2021, the
Compensation and Human Capital Committee awarded restricted stock to officers and key employees effective May 3, 2021. This restricted stock award vests ratably over three years beginning May 3, 2021 and has been fully recognized as of December 31, 2024.
On May 2, 2022, the Board awarded stock to non-employee directors effective May 2, 2022. This stock award vested immediately. On May
2, 2022, the Compensation and Human Capital Committee awarded restricted stock to officers and key employees effective May 2, 2022. This restricted stock award vests ratably over three years beginning May 2, 2022 and has been fully recognized as of December 31, 2025.
On May 1,
2023, the Board awarded stock to non-employee directors effective May 1, 2023. This stock award vested immediately. On May 1, 2023, the Compensation and Human Capital Committee awarded restricted stock to officers and key employees effective May 1,
2023. This restricted stock award vests ratably over three years beginning May 1, 2023.
On May 1,
2023, the Board accelerated the vesting period for restricted stock granted in 2021, 2022, and 2023 to one retiring key employee from three years to that key employee’s 2024 retirement date, which has been fully recognized as of December 31, 2024.
On January 29, 2024, the Board accelerated the vesting period for restricted stock granted in 2022 and 2023 to one retiring officer from three years to that officer’s 2024
retirement date, which has been fully recognized as of December 31, 2024.
On May 6, 2024, the Board awarded stock to non-employee directors effective May 6, 2024. This stock award vested immediately. On May 6, 2024, the
Compensation and Human Capital Committee awarded restricted stock to officers and key employees effective May 6, 2024. This stock award vests ratably over three years beginning May 6, 2024, with the exception of the stock award to one
key employee which vested immediately. The Board accelerated the vesting period for this restricted stock award to one retiring officer
from three years to that officer’s 2024 retirement date, which has been fully recognized as of December 31, 2024.
On November 25, 2024, the Board awarded stock to an officer effective November 25, 2024. This stock award vested immediately.
On November 25, 2024, the Board awarded stock to an officer effective January 1, 2025. This stock award vested immediately.
On May 5, 2025, the Board awarded stock to non-employee directors effective May 5, 2025. This stock award vested immediately. On May 5, 2025, the Compensation and
Human Capital Committee awarded restricted stock to officers and key employees effective May 5, 2025. The stock award vests ratably over three years
beginning May 5, 2025.
On December 8, 2025, the Board awarded stock to an officer effective December 8, 2025. This stock award vested immediately.
The restricted stock awards provide the grantee with the rights of a shareholder, including the right to receive dividends, subject to vesting
restrictions, and to vote such shares, but not the right to sell or otherwise transfer the shares during the restriction period. As a result, the awards are included in common shares outstanding on the balance sheet. Restricted stock awards result
in compensation expense valued at the fair market value of the stock on the date of the grant and are amortized ratably over the requisite service period.
The following table summarizes the stock grant amounts and activity for the years ended December 31, 2024 and 2025.
|
Number of Shares
|
Grant Date Weighted
Average Fair Value
|
||||||
|
Nonvested at beginning of the year 2024
|
8,944
|
$42.32
|
|||||
|
Granted
|
6,666
|
$36.82
|
|||||
|
Vested
|
(6,701
|
)
|
$41.35
|
||||
|
Forfeited
|
(792
|
)
|
$42.20
|
||||
|
Nonvested at end of the year 2024
|
8,117
|
$38.62
|
|||||
|
Granted
|
8,537
|
$34.22
|
|||||
|
Vested
|
(6,989
|
)
|
$36.70
|
||||
|
Forfeited
|
(12
|
)
|
$42.22
|
||||
|
Nonvested at the end of the year 2025
|
9,653
|
$36.11
|
|||||
For the years ended December 31, 2025 and
2024, the statement of income includes $262
and $246 of stock-based compensation, net and related
recognized tax benefits of $71 and $68,
respectively. The total fair value of the shares vested in the years ended December 31, 2025 and 2024 was $256 and $277, respectively. Total stock-based compensation related to
nonvested awards not yet recognized is $349 at December 31, 2025, which will be recognized over the remaining three-year vesting period.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 3, 2026 | Showing above |
| 2024 | Mar 4, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 7, 2023 | |
| 2021 | Mar 8, 2022 | |
| 2020 | Mar 9, 2021 | |
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.