Compensation Plans

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Transactions

The Company maintains the shareholder-approved Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan (the “2022 Plan”), which authorizes the issuance of 300,000 DHIL common shares in various forms of equity awards. As of September 30, 2024, there were 153,478 DHIL common shares available for grants under the 2022 Plan. Previously, the Company issued equity awards under the Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan (the “2014 Plan”). There are no longer any DHIL common shares available for issuance under the 2014 Plan, although certain grants previously made under the 2014 Plan remain issued and outstanding.

Restricted stock grants represent DHIL common shares issued and outstanding upon grant that remain subject to restrictions until specified vesting conditions are satisfied. The Company issues to all new employees upon hire restricted stock grants that cliff vest after five years of employment with the Company. After the end of each year, the Company also issues to certain key employees restricted stock grants that vest ratably on an annual basis over three years.

Restricted stock grants are valued based upon the fair market value of the DHIL common shares on the applicable grant date. The restricted stock grants are recorded as deferred compensation in the equity section of the balance sheet on the grant date and then recognized as compensation expense on a straight-line basis over the vesting period of the respective grant. The Company’s policy is to adjust compensation expense for forfeitures as they occur.

The following table represents a roll-forward of outstanding restricted stock and related activity for the nine months ended September 30, 2024:


	Shares	Weighted-Average Grant Date Price per Share
Outstanding restricted stock as of December 31, 2023	190,172	$	164.69
Grants issued	86,279	154.26
Grants vested	(73,706)	169.38
Grants forfeited	(7,125)	169.75
Total outstanding restricted stock as of September 30, 2024	195,620	$	158.13

Total deferred equity compensation related to unvested restricted stock was $18.5 million as of September 30, 2024. The recognition of compensation expense related to deferred compensation over the remaining vesting periods is as follows:


Three Months Remaining In
2024		2025		2026		2027		2028		Thereafter		Total
$	2,822,651	$	8,202,433	$	4,958,899	$	1,635,028	$	624,166	$	278,038	$	18,521,215

Employee Stock Purchase Plan

Under the Diamond Hill Investment Group, Inc. Employee Stock Purchase Plan (the “ESPP”), eligible employees may purchase DHIL common shares at 85% of the fair market value on the last day of each offering period. Each offering period is approximately three months, which generally coincides with the Company’s fiscal quarters. During the nine-month period ended September 30, 2024, ESPP participants purchased 2,408 DHIL common shares for $0.3 million, and the Company recorded $0.1 million of share-based payment expense related to the discount to fair market value for these purchases. During the nine-month period ended September 30, 2023, ESPP participants purchased 2,659 DHIL common shares for $0.4 million and the Company recorded $0.1 million of share-based payment expense related to these purchases.

401(k) Plan

The Company sponsors a 401(k) plan in which all employees are eligible to participate. Company employees may contribute a portion of their compensation subject to certain limits based on federal tax laws. The Company matches employee contributions equal to 250.0% of the first 6.0% of an employee’s compensation contributed to the plan. The Company may settle the 401(k) plan matching contributions in cash or DHIL common shares. Employees vest ratably in the matching contributions over a five-year period.

Deferred Compensation Plans

The Company sponsors the Diamond Hill Fixed Term Deferred Compensation Plan and the Diamond Hill Variable Term Deferred Compensation Plan (together, the “Deferred Compensation Plans”). Under the Deferred Compensation Plans, participants may elect to voluntarily defer, for a minimum of five years (subject to an earlier distribution in the case of the participant’s death or disability or a change in control of DHIL), certain incentive compensation that the Company then contributes into the Deferred Compensation Plans. Participants are responsible for designating investment options for the assets they contribute, and the distribution paid to each participant reflects any gains or losses on the assets realized in connection with the Deferred Compensation Plans. Assets held in the Deferred Compensation Plans are included in the Company’s investment portfolio, and the associated obligation to participants is included in deferred compensation liability. Deferred compensation liability was $38.9 million and $36.1 million as of September 30, 2024 and December 31, 2023, respectively.