Long Term Incentive Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

On May 13, 2021, the Company’s stockholders approved the 2021 Long Term Equity Incentive Plan and approved amendments on May 14, 2024 and May 15, 2025 (as amended, the "2021 Plan"). The 2021 Plan replaced the 2006 Long Term Equity Incentive Plan (the “2006 Plan”) approved in May 2006 and amended in May 2015. The 2021 Plan allows for grants to employees, officers, non-employee directors, consultants, independent contractors and advisors of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (“stock awards”) up to an aggregate of 1,269,823 shares for issuance. At September 30, 2025, 336,841 shares of common stock were available for issuance under the 2021 Plan. Awards can be granted under the 2021 Plan through the earlier of May 13, 2031, or the date the maximum number of available shares under the 2021 Plan have been granted.

Awards under the 2021 Plan vest over one to three years. Shares granted under the 2021 Plans vest immediately upon the date of a participant’s death, disability or change in control.

The Company follows the provisions of FASB ASC 718 requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity award).

During the nine months ended September 30, 2025 employees withheld 40,953 shares of the Company's common stock to satisfy income withholding obligations in connection with the vesting of restricted stock awards, and in the same period in 2024 the Company withheld 72,658 shares.

Restricted Stock

The Company grants shares of its common stock to certain directors, officers, key managers and employees in the form of unvested stock and units (“Restricted Stock”). These awards are measured at the fair value of the Company's common stock on the date of issuance and recognized ratably as compensation expense over the applicable vesting period, which is typically three years. The Company adjusts compensation expense for actual forfeitures, as they occur.

The following summarizes the status of Restricted Stock and changes during the nine months ended September 30, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested balance at December 31, 2024	242,910	$	15.76
Granted	110,472	12.81
Vested	(139,495)	14.26
Forfeited	(16,358)	17.71
Unvested balance at September 30, 2025	197,529	$	14.90

At September 30, 2025 and 2024, there was $1,937,000 and $2,907,000, respectively, of total unrecognized compensation expense, related to Restricted Stock grants. The unrecognized compensation expense at September 30, 2025 is expected to be recognized over the weighted-average period of 1.8 years. Total compensation cost related to Restricted Stock grants for the three months ended September 30, 2025 and 2024 was $400,000 and $501,000, respectively. Total compensation cost related to Restricted Stock grants for the nine months ended September 30, 2025 and 2024 was $1,387,000 and $1,914,000, respectively, all of which was recorded to selling, general and administrative expense.

Performance Restricted Stock Awards

The Company grants shares of its common stock to certain officers and key managers in the form of shares of performance based restricted stock ("Performance Restricted Stock Awards"). These awards are measured at the fair value of the Company's common stock on the date of issuance and recognized ratably as compensation expense over the applicable vesting period to the extent that the performance measures have been satisfied as of the last day of the performance period of the award. The total amount payable as of the award's vesting date is determined by the three year average Operational Income and Return on Capital Employed performance measure achievement. The Company adjusts compensation expense for actual forfeitures as they occur, and for estimated performance measure achievement.

The following summarizes the status of Performance Restricted Stock Awards and changes during the nine months ended September 30, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested balance at December 31, 2024	38,430	$	18.35
Granted	68,545	12.81
Vested	—	—
Forfeited	(7,950)	18.28
Unvested balance at September 30, 2025	99,025	$	14.52

At September 30, 2025 and 2024, there was $931,000 and $529,000 of total unrecognized compensation expense related to Performance Restricted Stock Awards, respectively. The unrecognized compensation expense at September 30, 2025 is expected to be recognized over the weighted-average period of 2.1 years. Total compensation cost related to Performance Restricted Stock Awards for the three months ended September 30, 2025 and 2024 was $121,000 and $61,000, respectively. Total compensation cost related to Performance Restricted Stock grants for the nine months ended September 30, 2025 and 2024 was $259,000 and $153,000, respectively, all of which was recorded to selling, general and administrative expense.

LONG TERM INCENTIVE COMPENSATION

The Company grants phantom stock ("Phantom Stock Awards") to key employees under the 2021 Plan. These Phantom Stock Awards are measured based on the fair value of the Company's common stock on the vesting date and are marked to market at each reporting period. Compensation expense is recognized over the applicable vesting period, typically three years, and is adjusted for actual forfeitures as they occur.

At September 30, 2025 there was $688,000 of total unrecognized compensation expense related to Phantom Stock Awards. At September 30, 2024 there was $405,000 unrecognized compensation expense related to Phantom Stock Awards. The unrecognized compensation expense at September 30, 2025 is expected to be recognized over the weighted-average period of 2.5 years. Total compensation cost related to Phantom Stock Awards for the three months ended September 30, 2025 was $72,000. Total compensation cost related to Phantom Stock Awards for the nine months ended September 30, 2025 was $136,000, all of which was recorded to selling, general and administrative expense. There was $14,000 compensation cost related to Phantom Stock Awards for the three and nine months ended September 30, 2024.

CORE MOLDING TECHNOLOGIES INC 10-Q