Equity Compensation and Other Benefit Plans

9 Months Ended

Sep. 30, 2023

Equity Compensation and Other Benefit Plans

(a) Equity Compensation Plan

In accordance with the terms of the Company’s Equity Plan, which was adopted by the Company’s stockholders on June 6, 2023 (and which amended and restated the Company’s 2020 Equity Compensation Plan), directors, officers and employees of the Company and any of its subsidiaries and other persons expected to provide significant services for the Company and any of its subsidiaries are eligible to receive grants of stock options (“Options”), restricted stock, RSUs, dividend equivalent rights and other stock-based awards under the Equity Plan.

Subject to certain exceptions, stock-based awards relating to a maximum of 8.5 million shares of common stock may be granted under the Equity Plan; forfeitures and/or awards that expire unexercised do not count toward this limit. At September 30, 2023, approximately 5.3 million shares of common stock remained available for grant in connection with stock-based awards under the Equity Plan. A participant may generally not receive stock-based awards in excess of 2.0 million shares of common stock in any one year and no award may be granted to any person who, assuming exercise of all Options and

payment of all awards held by such person, would own or be deemed to own more than 9.8% of the outstanding shares of the Company’s common stock. Unless previously terminated by the Board, awards may be granted under the Equity Plan until June 6, 2033.

Restricted Stock Units

Under the terms of the Equity Plan, RSUs are instruments that provide the holder with the right to receive, subject to the satisfaction of conditions set by the Compensation Committee at the time of grant, a payment of a specified value, which may be a share of the Company’s common stock, the fair market value of a share of the Company’s common stock, or such fair market value to the extent in excess of an established base value, on the applicable settlement date. Although the Equity Plan permits the Company to issue RSUs that can settle in cash, all of the Company’s outstanding RSUs as of September 30, 2023 are designated to be settled in shares of the Company’s common stock. The Company granted 1,608,063 and 677,776 RSUs during the nine months ended September 30, 2023 and 2022, respectively. There were 100,260 and 127,673 RSUs forfeited during the three and nine months ended September 30, 2023, respectively. There were no RSUs forfeited during the three months ended September 30, 2022 and 29,693 RSUs forfeited during the nine months ended September 30, 2022. All holders of RSUs outstanding at September 30, 2023 may be entitled to receive dividend equivalent payments depending on the terms and conditions of the award either in cash at the time dividends are paid by the Company or at the time settlement of the RSU award, or for performance-based RSU awards, as a grant of stock at the time such awards are settled. At September 30, 2023 and December 31, 2022, the Company had unrecognized compensation expense of $12.8 million and $11.2 million, respectively, related to RSUs. The unrecognized compensation expense at September 30, 2023, is expected to be recognized over a weighted average period of 1.5 years.

Restricted Stock

The Company did not grant any shares of restricted common stock during the nine months ended September 30, 2023 and 2022. At September 30, 2023, the Company did not have any shares of restricted common stock outstanding.

Dividend Equivalents

A dividend equivalent is a right to receive a distribution equal to the dividend distributions that would be paid on a share of the Company’s common stock. Dividend equivalents may be granted as a separate instrument or may be a right associated with the grant of another award (e.g., an RSU) under the Equity Plan, and they are paid typically in cash or other consideration at such times and in accordance with such rules as the Compensation Committee of the Board shall determine in its discretion. Dividend equivalent payments are generally charged to Stockholders’ Equity when common stock dividends are declared to the extent that such equivalents are expected to vest. The Company made dividend equivalent payments associated with RSU awards of approximately $119,000 and $324,000 during the three and nine months ended September 30, 2023, respectively, and approximately $174,000 and $485,000 during the three and nine months ended September 30, 2022, respectively. In addition, no dividend equivalents rights awarded as separate instruments were granted during the nine months ended September 30, 2023 and 2022.

Expense Recognized for Equity-Based Compensation Instruments

The following table presents the Company’s expenses related to its equity-based compensation instruments for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2023		2022		2023		2022
RSUs	$	4,448	$	2,673	$	11,399	$	8,858
Total	$	4,448	$	2,673	$	11,399	$	8,858

(b) Deferred Compensation Plans

The Company administers deferred compensation plans for its senior officers and non-employee directors (collectively, the “Deferred Plans”), pursuant to which participants may elect to defer up to 100% of certain cash compensation. The Deferred Plans are designed to align participants’ interests with those of the Company’s stockholders.

Amounts deferred under the Deferred Plans are considered to be converted into “stock units” of the Company. Stock units do not represent stock of the Company, but rather are a liability of the Company that changes in value as would equivalent shares of the Company’s common stock. Deferred compensation liabilities are settled in cash at the termination of the deferral period, based on the value of the stock units at that time. The Deferred Plans are non-qualified plans under the Employee Retirement Income Security Act of 1974 and, as such, are not funded. Prior to the time that the deferred accounts are settled, participants are unsecured creditors of the Company.

The Company’s liability for stock units in the Deferred Plans is based on the market price of the Company’s common stock at the measurement date. The following table presents the Company’s expenses related to its Deferred Plans for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2023		2022		2023		2022
Non-employee directors	$	(260)	$	(483)	$	154	$	(1,601)
Total	$	(260)	$	(483)	$	154	$	(1,601)

The following table presents the aggregate amount of income deferred by participants of the Deferred Plans through September 30, 2023 and December 31, 2022 that had not been distributed and the Company’s associated liability for such deferrals at September 30, 2023 and December 31, 2022:


	September 30, 2023				December 31, 2022
(In Thousands)	Undistributed Income Deferred (1)		Liability Under Deferred Plans		Undistributed Income Deferred (1)		Liability Under Deferred Plans
Non-employee directors	$	2,551	$	1,912	$	2,923	$	1,953
Total	$	2,551	$	1,912	$	2,923	$	1,953

(1) Represents the cumulative amounts that were deferred by participants through September 30, 2023 and December 31, 2022, which had not been distributed through such respective date.