Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

v3.24.0.1
Share-Based Compensation
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 15 — Share-Based Compensation

At December 31, 2023, we maintained the 2021 Equity Compensation Plan (the “2021 Plan”), which became effective on May 26, 2021 and the 2013 Equity Compensation Plan (the “2013 Plan” and collectively with the 2021 Plan, the “Plans”). Once the 2021 Plan was adopted, no further grants were permitted to be made under the 2013 Plan. Outstanding awards granted under the 2013 Plan continue to be governed by the 2013 Plan.

The Company may provide awards of options, stock appreciation rights, restricted stock awards, restricted stock unit awards, shares granted as a bonus or in lieu of another award, dividend equivalents, other stock-based awards or performance awards, together with any other right or interest to a participant. Participants include executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its related entities. Under the 2021 Plan, we may grant equity incentive awards for up to 1,500,000 shares of common stock. As of December 31, 2023, 1,116,555 shares were still available for issuance under the 2021 Plan.

The table below provides the share-based compensation expense and related tax benefits for the periods indicated:

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Share-based compensation expense

 

$

2,681

 

 

$

2,595

 

 

$

2,436

 

Related tax benefits

 

$

808

 

 

$

752

 

 

$

703

 

 

As of December 31, 2023, unrecognized share-based compensation expense was $3.8 million with an average expected recognition period of 1.8 years.

 

 

2013 and 2021 Equity Compensation Plans

Stock Options

All stock options granted under the Plans have an exercise price equal to the fair market value of the underlying common stock on the date of grant. Stock options granted generally vest based on three to five years of continuous service and expire ten years from the date of grant. New shares of common stock are issued or treasury shares are utilized upon the exercise of stock options. There were no options granted during the three years ended December 31, 2023, 2022 or 2021.

The following information under the Plans is presented for the periods indicated:

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Total intrinsic value of options exercised (1)

 

$

343

 

 

$

20

 

 

$

 

Cash received from options exercised

 

$

 

 

$

19

 

 

$

 

 

(1)
Intrinsic value represents the difference between the closing stock price on the exercise date and the exercise price, multiplied by the number of options.

The following is a summary of stock option transactions under the Plans for the periods indicated:

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

Number of
Shares

 

 

Weighted-
Average
Exercise
Price Per
Share

 

 

Number of
Shares

 

 

Weighted-
Average
Exercise
Price Per
Share

 

 

Number of
Shares

 

 

Weighted-
Average
Exercise
Price Per
Share

 

Options outstanding at beginning of period

 

 

111,000

 

 

$

19.89

 

 

 

115,938

 

 

$

19.58

 

 

 

125,938

 

 

$

19.59

 

Options exercised

 

 

(50,000

)

 

23.29

 

 

 

(1,500

)

 

$

12.54

 

 

 

 

 

$

 

Options forfeited

 

 

 

 

$

 

 

 

 

 

$

 

 

 

(10,000

)

 

$

19.74

 

Options expired

 

 

 

 

$

 

 

 

(3,438

)

 

$

12.54

 

 

 

 

 

$

 

Options outstanding at end of period

 

 

61,000

 

 

$

22.73

 

 

 

111,000

 

 

$

19.89

 

 

 

115,938

 

 

$

19.58

 

Options exercisable at end of period

 

 

61,000

 

 

$

22.73

 

 

 

111,000

 

 

$

19.89

 

 

 

115,938

 

 

$

19.58

 

 

As of December 31, 2023, there was no unrecognized compensation cost as all stock options issued under the Plans had fully vested.

 

As of December 31, 2023, stock options outstanding under the Plans were as follows:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

 

 

Number of
Shares

 

 

Intrinsic
Value
(1)

 

 

Weighted-
Average
Exercise
Price Per
Share

 

 

Weighted-
Average
Remaining
Contractual
Life

 

 

Number of
Shares

 

 

Intrinsic
Value
(1)

 

 

Weighted-
Average
Exercise
Price Per
Share

 

 

Weighted-
Average
Remaining
Contractual
Life

 

$20.00 to $21.49

 

 

3,000

 

 

$

(7

)

 

$

20.64

 

 

 

0.59

 

 

 

3,000

 

 

$

(7

)

 

$

20.64

 

 

 

0.59

 

$21.50 to $23.49

 

 

55,000

 

 

 

(247

)

 

$

22.73

 

 

 

0.82

 

 

 

55,000

 

 

 

(247

)

 

$

22.73

 

 

 

0.82

 

$23.50 to $24.83

 

 

3,000

 

 

 

(20

)

 

 

24.83

 

 

 

1.48

 

 

 

3,000

 

 

 

(20

)

 

 

24.83

 

 

 

1.48

 

 

 

 

61,000

 

 

$

(274

)

 

$

22.73

 

 

 

0.84

 

 

 

61,000

 

 

$

(274

)

 

$

22.73

 

 

 

0.84

 

 

(1)
Intrinsic value represents the difference between the closing stock price on the last trading day of the period, which was $19.40 as of December 31, 2023, and the exercise price, multiplied by the number of options. This value is presented in thousands.

Restricted Stock Awards

Restricted stock awards under the Plans become fully vested after a certain number of years or after certain performance criteria are met. Hanmi Financial becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. Restricted shares are forfeited if officers and employees terminate prior to the lapsing of restrictions. Forfeitures of restricted stock are treated as canceled shares.

The table below provides information for restricted stock awards under the Plans for the periods indicated:

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value
Per Share

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value
Per Share

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value
Per Share

 

Restricted stock at beginning of period

 

 

156,174

 

 

$

21.29

 

 

 

152,087

 

 

$

17.24

 

 

 

243,708

 

 

$

15.60

 

Restricted stock granted

 

 

131,021

 

 

$

18.86

 

 

 

101,271

 

 

$

24.56

 

 

 

75,679

 

 

$

19.62

 

Restricted stock vested

 

 

(83,968

)

 

$

19.34

 

 

 

(89,699

)

 

$

23.95

 

 

 

(134,659

)

 

$

16.01

 

Restricted stock forfeited

 

 

(6,782

)

 

$

23.08

 

 

 

(7,485

)

 

$

23.46

 

 

 

(32,641

)

 

$

15.02

 

Restricted stock at end of period

 

 

196,445

 

 

$

20.72

 

 

 

156,174

 

 

$

21.29

 

 

 

152,087

 

 

$

17.24

 

 

As of December 31, 2023, there was $2.5 million of total unrecognized compensation cost related to nonvested shares granted under the Plans. The cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of shares vested during the years ended December 31, 2023, 2022 and 2021 was $1.4 million, $2.1 million, and $2.7 million, respectively.

Performance Stock Units

During the twelve months ended December 31, 2023, the Company granted to members of executive management 53,696 performance stock units (“PSUs”) from the 2021 Plan with a grant date fair value of $1.0 million. PSUs are similar to restricted stock awards, except the recipient does not receive the stock immediately, but instead receives it in accordance to a vesting plan and distribution schedule after achieving required performance milestones and upon remaining with the Company for a particular length of time. Each PSU that vests entitles the recipient to receive one share of the Company’s common stock on a specified issuance date.

 

PSUs granted vest into shares based on a three-year cliff vesting subject to achievement of a total shareholder return (“TSR”) performance metric and, for 2023, were determined to have a grant date fair value of $21.08 per share. The fair value of the performance PSUs at the grant date was determined using a Monte Carlo simulation method. The number of PSUs subject to the TSR that ultimately vest at the end of the three-year vesting performance period, if any, will be based on the relative rank of the Company’s TSR among the TSRs of a peer group of 50 regional banks. Although the recipient does receive dividend equivalent rights for any dividends paid during the performance period based on the target shares granted, no stockholder rights, including voting, or liquidation rights will be conferred upon the recipient until becoming the record holder of those shares.

The table below provides information for performance stock units under the 2021 Plans for the periods indicated:

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value
Per Share

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value
Per Share

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value
Per Share

 

Performance stock at beginning of period

 

 

104,599

 

 

$

18.83

 

 

 

66,563

 

 

$

15.25

 

 

 

23,937

 

 

$

9.65

 

Performance stock granted

 

 

53,696

 

 

$

21.08

 

 

 

38,036

 

 

$

25.10

 

 

 

42,626

 

 

$

18.40

 

Performance stock vested

 

 

(23,937

)

 

$

9.65

 

 

 

 

 

$

 

 

 

 

 

$

 

Performance stock at end of period

 

 

134,358

 

 

$

21.37

 

 

 

104,599

 

 

$

18.83

 

 

 

66,563

 

 

$

15.25

 

 

As of December 31, 2023, there was $1.3 million of total unrecognized compensation cost related to units granted under the 2021 Plan. The cost is expected to be recognized over a weighted-average period of 1.9 years.

 

Compensation expense for these units is based on the fair value of the grants at the grant date and is amortized on a straight-line basis over the vesting period. For the twelve months ended December 31, 2023, total compensation expense for the PSUs was $0.7 million. The total fair value of the PSUs at December 31, 2023 was $2.6 million.