The Company was authorized to issue restricted stock units ("RSUs"), performance stock units ("PSUs"), restricted stock awards ("RSAs"), warrants, stock options ("options"), stock appreciation rights, and stock bonus awards to its employees and directors under the 2013 Equity Incentive Plan. In connection with the Company's IPO, the Company's Board of Directors adopted, and the shareholders approved, the 2023 Equity Incentive Plan, under which the Company is authorized to issue RSUs, PSUs, RSAs, options (including incentive stock options and non-qualified stock options), stock appreciation rights, stock bonus awards, other stock-based awards, or any combination thereof. The 2023 Equity Incentive Plan became effective upon the completion of the IPO and replaced the 2013 Equity Incentive Plan. No new awards will be granted under the 2013 Equity Incentive Plan.

The total number of Class B common shares available for issuance under the 2023 Equity Incentive Plan will be increased on the first day of each fiscal year for a period of not more than nine years, commencing on the first day of the second fiscal year following the date on which the 2023 Equity Incentive Plan is adopted in an amount equal to the lesser of (i) two percent (2%) of the outstanding Class B common shares on the last day of the immediately preceding fiscal year, and (ii) such number of Class B common shares as determined by the Company's Board of Directors (or a committee thereof) in its discretion. As of December 31, 2023, 8,194,773 Class B common shares are available for issuance of awards of all types.


	Years Ended				Month Ended		Year Ended
	December 31,				December 31,		November 30,
($ in thousands)	2023		2022		2021		2021
Share-based compensation expense:
RSUs	$	11,358	$	10,884	$	911	$	8,068
VAP RSUs	30,352		—		—		—
PSUs	2,668		(100)		132		815



Total share-based compensation expense:	44,378		10,784		1,043		8,883
Tax benefit	(1,251)		(1,074)		(76)		(621)
Share-based compensation expense, net of taxes:	$	43,127	$	9,710	$	967	$	8,262

The following table presents the unrecognized compensation expense relating to each award type as at December 31, 2023 and the weighted-average period in years over which it is expected to be recognized.


	December 31, 2023
($ in thousands, except for weighted-average recognition period)	Unrecognized Share-based Compensation Expense		Weighted-Average Recognition Period (in years)
Unrecognized share-based compensation expense:
RSUs	$	8,037	2.0
VAP RSUs	14,605		0.8
PSUs	7,136		2.3


Total unrecognized share-based compensation expense:	$	29,778

During the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, the Company granted employees and directors RSUs with a total estimated fair value of $14.2 million, $11.8 million, $Nil, and $9.6 million, respectively, which generally vest over a three-year period.


	Year Ended December 31, 2023
	Number of RSUs	Weighted-Average Grant Date Fair Value
Balance, beginning of year	1,360,769	$14.75
Granted	1,026,113	$13.87
Vested	(658,654)	$15.18
Forfeited	(67,250)	$14.16
Balance, end of year	1,660,978	$14.06

The Value Appreciation Pool ("VAP") was a long-term incentive compensation plan that rewarded employees with 10% of any increase in the multiple of the Company's estimated fair market value to GAAP shareholders' equity between the December 1, 2020 VAP inception date, and either an interim trigger event or the ultimate plan maturity on December 31, 2025. A total of 10.0 million units were available for issuance under this plan.

With effect from March 10, 2023, the VAP was revised to include an Underpin, such that if the ratio of the Company's estimated fair market value to GAAP shareholders' equity on the trigger event date was less than 1.15, the value of the award was to be calculated with reference to a minimum ratio of 1.15 in order to provide for a minimum payment in respect of the award.

As a then-nonpublic entity, the VAP was initially measured as a liability award at intrinsic value and therefore no compensation cost was recorded over the period December 1, 2020 to March 31, 2023. On May 15, 2023, the Company became a public entity as defined in ASC 718, Stock Compensation, and the VAP was remeasured at fair value. The resulting catch-up expense relating to the period December 1, 2020 to May 15, 2023 was recorded as an adjustment to opening retained earnings. The fair value of the compensation cost was re-estimated at each subsequent reporting date and recognized over the period for which the employee was required to provide services in exchange for the award, with any changes recorded in compensation expense by a cumulative catch-up adjustment.

In the fourth quarter of 2023, the Company consummated an IPO of its Class B common shares and, on November 10, 2023, closed its first day of trading. Completion of the IPO is one of the specified VAP trigger events and the Underpin came into effect for all VAP participants (528 at the time of the IPO). The fair value of the VAP on November 10, 2023, as calculated with reference to the terms of the VAP plan, was $5.16 per VAP unit and there were 9.5 million units issued and outstanding on that date.

In accordance with the Compensation Committee's decision that VAP award would be settled in shares if triggered by an IPO, the VAP became subject to equity award accounting and the total trigger event date VAP value of $49.1 million was divided by the 30-day post IPO average closing market share price of $15.32 to determine the number of RSUs (the "VAP RSUs") granted in extinguishment of the VAP units. The VAP RSUs vest in two tranches, subject to continued service: 50% on each of the first and second anniversaries of the November 10, 2023 trigger event. Participants who leave prior to vesting forfeit any previously unsettled portion of their awards. During the year ended December 31, 2023, the Company recorded compensation expense of $34.5 million. $4.2 million of this expense was recorded as an adjustment to retained earnings in "Share compensation expense" in the second quarter of 2023.


	Year Ended December 31, 2023
	Number of VAP RSUs	Weighted-Average Grant Date Fair Value
Balance, beginning of year	—	$—
Granted	3,193,525	$15.32

Forfeited	(46,018)	$15.32
Balance, end of year	3,147,507	$15.32

During the years ended December 31, 2023 and 2022, and the year ended November 30, 2021, the Company granted PSUs that vest and settle on the third January 1st following their grant dates and entitle participants to between 0-200% of the target award. Settlement of the PSUs is subject to achievement of defined performance metrics and to each participant's continued employment through each vesting date. The performance payout calculation is subject to specified adjustments and is ultimately adjustable at the discretion of the Compensation Committee.

During the year ended December 31, 2023, the Company also granted PSUs that vest and settle on November 10, 2026, subject to achievement of defined performance metrics and the participant's continued employment through each vesting date. All other significant terms and conditions are consistent with the PSUs described above.

During the year ended November 30, 2018, the Company also granted PSUs that vest in equal installments on the third, fourth and fifth January 1st following their respective grant dates, subject to achievement of defined performance metrics and the participant's continued employment through each vesting date. All other significant terms and conditions are consistent with the PSUs described above.


	Years Ended				Years Ended
	December 31,				November 30,
($ in thousands)	2023		2022		2021		2020		2019
Performance units granted	516,542		206,166		188,796		228,135		123,207
Potential maximum share payout	1,033,084		412,332		377,592		456,270		246,414
Aggregate grant date fair value	$	7,392	$	2,732	$	2,502	$	4,022	$	2,209


	Grant Period
	Years Ended		Years Ended
	December 31,		November 30,
	2023	2022	2021	2020	2019	2018
Unvested PSUs at target, grant date	516,542	206,166	188,796	228,135	123,207	258,951
Vested	—	—	—	(51,469)	(10,904)	(74,673)
Forfeited	—	(24,494)	(58,960)	(137,109)	(97,245)	(161,240)
Change in expected performance factor	—	(36,334)	(97,377)	(39,557)	(15,058)	(23,038)
Unvested PSUs at current expected performance percentage	516,542	145,338	32,459	—	—	—

The Company's outstanding warrants were issued in 2014, have a 10-year term and are all vested and exercisable. Each warrant entitles the holder to purchase one common share of Hamilton Group at an exercise price of $10.00. The following table presents a summary of the Company's outstanding and exercisable warrants:


(Intrinsic value in $ in thousands)	Number of Warrants	Weighted-Average Exercise Price		Weighted-Average Grant Date Fair Value		Total Intrinsic Value		Weighted-Average Remaining Contractual Term
Warrants outstanding and exercisable, beginning of year	1,152,500	$	10.00	$	4.44	$	4,287	1.3
Exercised	(342,500)	$	10.00	$	4.27	$	2,398
Warrants outstanding and exercisable, end of year	810,000	$	10.00	$	4.52	$	4,010	0.3

The Company pays a portion of its board of directors fees in shares at each director's option. Expense relating to stock-settled directors' fees for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021 was $0.6 million, $0.7 million, less than $0.1 million, and $0.7 million, respectively.