v3.25.1
Share-based Compensation
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation

8. Share-based compensation

On March 22, 2018, the Board of Directors of the Company and Cogint, Inc. (“cogint”) (now known as Fluent, Inc.), in its capacity as sole stockholder of the Company prior to the Company’s spin-off from cogint on March 26, 2018 (the “Spin-off”), approved the Red Violet, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), which became effective immediately prior to the Spin-off. A total of 3,000,000 shares of common stock were authorized to be issued under the 2018 Plan. Subsequently on June 3, 2020 and May 25, 2022, the Company’s stockholders approved amendments to the 2018 Plan to increase the number of shares of common stock authorized for issuance under the 2018 Plan to 4,500,000 shares and 6,500,000 shares, respectively. On April 17, 2025, the Board of Directors of the Company approved, subject to stockholder approval at the Company's 2025 Annual Meeting, an amendment and restatement to the 2018 Plan to, among other things, further increase the number of shares of common stock authorized for issuance under the 2018 Plan from 6,500,000 shares to 7,500,000 shares.

The primary purpose of the 2018 Plan, as amended, is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company.

As of March 31, 2025, there were 1,655,452 shares of common stock available for future issuance under the 2018 Plan, as amended.

To date, all stock incentives issued under the 2018 Plan, as amended, have been in the form of RSUs. RSUs granted under the 2018 Plan, as amended, vest and settle upon the satisfaction of a time-based condition or with both time- and performance-based conditions. The time-based condition for these awards is generally satisfied over three or four years with annual vesting. Details of unvested RSU activity during the three months ended March 31, 2025 were as follows:

 

 

Number of units

 

 

Weighted average
grant-date fair value

 

Unvested as of December 31, 2024

 

 

887,268

 

 

$

21.67

 

Granted(1)

 

 

95,650

 

 

$

35.80

 

Vested and delivered

 

 

(14,468

)

 

$

21.68

 

Withheld as treasury stock(2)

 

 

(5,032

)

 

$

23.06

 

Forfeited

 

 

(26,837

)

 

$

22.77

 

Unvested as of March 31, 2025

 

 

936,581

 

 

$

23.07

 

 

(1)
During the three months ended March 31, 2025, the Company granted an aggregate of 95,650 RSUs to certain employees and directors at grant date fair values ranging from $34.18 to $38.72 per share, with a vesting period ranging from three to four years.
(2)
Withheld as treasury stock represents shares withheld to pay statutory taxes upon the vesting of RSUs. Refer to Note 7 for details.

As of March 31, 2025, unrecognized share-based compensation expense associated with the granted RSUs amounted to $17,364, which is expected to be recognized over a remaining weighted average period of 2.7 years.

Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three months ended March 31, 2025 and 2024:

 

 

 

Three Months Ended March 31,

 

(In thousands)

 

2025

 

 

2024

 

Sales and marketing expenses

 

$

195

 

 

$

138

 

General and administrative expenses

 

 

1,401

 

 

 

1,264

 

Share-based compensation expense

 

 

1,596

 

 

 

1,402

 

Capitalized in intangible assets

 

 

382

 

 

 

446

 

Total

 

$

1,978

 

 

$

1,848