v3.25.1
Stock Based Compensation
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation Stock Based Compensation
The Company's board of directors adopted our 2021 Equity Incentive Plan (the “Plan”), to provide employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the board of directors of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, other stock-based awards, and cash awards to enable the Company to motivate, attract and retain the services of directors, officers and employees considered essential to the long term success of the Company.
Under the Plan, the total number of shares of awards will be no more than 2,275,727 shares. If and to the extent shares of awards granted under the Plan, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards are forfeited, terminated or otherwise not paid in full, the shares subject to such grants shall again be available for issuance or transfer under the Plan. The Plan has a term of ten years until August 12, 2031.
Additionally, the Plan provides for the issuance of unrestricted common stock to directors who elect to receive their compensation in common stock rather than cash. During the three months ended March 31, 2025 and 2024, 749 and 0 shares of common stock were issued related to director compensation, respectively. As of March 31, 2025, there were approximately 1,713,324 shares available for issuance under the Plan, which assumes maximum performance is achieved with respect to Performance Stock Units (“PSUs”) .
Restricted Stock Units
Restricted Stock Units ("RSUs") are granted to certain directors, officers and employees of the Company. Per the terms of the agreements, director RSUs that vest cannot be converted until the director separates from the Company. There were 68,253 and 36,852 vested director RSUs as of March 31, 2025 and 2024, respectively. The total aggregate outstanding RSUs as of March 31, 2025 and 2024 were 146,155 and 119,239, respectively.
Unvested Restricted Stock Units
The following table sets forth the Company's unvested RSU activity for the three months ended March 31,:
20252024
Number of Unvested Shares of RSUsWeighted Average Grant Date Fair Value Per ShareNumber of Unvested Shares of RSUsWeighted Average Grant Date Fair Value Per Share
Balance at January 1,68,258$13.92 63,582$13.92 
Granted28,148$16.64 28,754$16.10 
Forfeited$— (740)$15.19 
Vested(18,504)
(1)
$14.76 (9,209)
(2)
$13.38 
Balance at March 31,77,902$16.87 82,387$14.73 
(1) Vested shares are reported gross and include 8,588 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
(2) Vested shares are reported gross and include 2,846 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
Vested Restricted Stock Units
The following table sets forth the Company's vested RSU activity for the three months ended March 31,:
20252024
Number of Vested Shares of RSUsWeighted Average Grant Date Fair Value Per ShareNumber of Vested Shares of RSUsWeighted Average Grant Date Fair Value Per Share
Balance at January 1, 68,253 $22.05 36,852 $22.05 
Vested18,504 
(1)
$14.76 9,209 
(2)
$13.38 
Converted(9,916)$14.76 (6,363)$13.38 
Shares Withheld(3)
(8,588)$14.76 (2,846)$13.38 
Balance at March 31,68,253 $17.62 36,852 $22.05 
(1) Represents the gross number of RSUs vested and includes 8,588 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
(2) Represents the gross number of RSUs vested and includes 2,846 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
(3) Represents shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
Each RSU represents the right to receive one share of common stock upon vesting. The vested RSUs are also entitled to receive an accumulated dividend payment equal to the dividend paid on each share of common stock during the vesting period. During the three months ended March 31, 2025 and 2024, the Company paid approximately $45.7 thousand and approximately $33.1 thousand respectively, of accumulated dividends that became earned upon vesting of RSUs. As of March 31, 2025 and 2024, unearned dividends on unvested RSUs, which are only payable upon vesting, totaled approximately $122.1 thousand and $114.5 thousand, respectively.
The amortization of compensation costs associated with the RSU awards are included in "Compensation Expense" in the accompanying consolidated statements of operations and amounted to approximately $0.2 million for both the three months ended March 31, 2025 and 2024. The remaining unrecognized compensation cost of approximately $0.9 million for RSU awards is expected to be recognized over a weighted average amortization period of 1.5 years as of March 31, 2025.
Performance Stock Units
PSUs are granted to officers and certain employees of the Company. Total outstanding PSUs as of March 31, 2025 and 2024 were 166,227 and 159,522, respectively. The following table sets forth the Company's unvested PSU activity for the three months ended March 31,:
20252024
Number of Unvested Shares of PSUsWeighted Average Grant Date Fair Value Per ShareNumber of Unvested Shares of PSUsWeighted Average Grant Date Fair Value Per Share
Balance at January 1,154,087$16.98 103,000$17.18 
Granted54,688$12.79 56,522$17.30 
Issued(42,548)
(1)
$24.00 — $— 
Balance at March 31,166,227$13.81 159,522$17.22 
(1) The Company met certain performance hurdles, as defined in the PSU agreements, for the two-year performance period ended December 31, 2024, resulting in a partial issuance of the PSU awards. Represents the gross number of PSUs issued and includes 13,493 shares withheld to satisfy tax and other compensation related withholdings associated with the PSUs issued under the Plan.
The vesting of PSU awards is contingent upon meeting performance hurdles based on relative total shareholder return, as measured against a peer group of companies, and the absolute compounded annual growth in stock price at the end of each performance period. The actual number of PSUs earned will range from 0% to 200% depending on the performance levels achieved.
The fair value of PSUs is determined using a Monte Carlo simulation for our future stock price and the future stock price of a corresponding peer group. The grant date fair value is an equally weight value comprised of (i) total shareholder return of the Company and a peer group of companies (“rTSR”); and (ii) the Company’s absolute compound annual growth rate (“CAGR”). To derive the value of rTSR, the Company uses a stochastic stock price simulation model using Geometric Brownian Motion (“GBM”) to model the future stock prices of the Company and the peer group companies. The key inputs to the GBM model include the standard deviation of the movement of the share price, also expressed as stock price volatility. Historical volatility is analyzed for the Company and peer group companies based on publicly traded shares of common stock. The model also assists in deriving a value of the Company’s CAGR which is then subjected to the vesting percentages according to the terms of the PSU agreements. The key inputs to calculate CAGR are the ending stock price, initial stock price and vesting period. The GBM simulates the ending stock price that is used in the CAGR model to determine the grant date fair value.
Using the above methodology, grant date fair values of $11.23, $17.30 and $12.79 were used for PSUs with performance periods ending December 31, 2025, 2026 and 2027, respectively. PSUs are subject to restrictions on transfer and may be subject to a risk of forfeiture if the award recipient ceases to be an employee of the Company prior to vesting of the award.
If the performance hurdles are met, each PSU issued represents the right to receive one share of common stock. Upon issuance, each PSU is also entitled to receive an accumulated dividend payment equal to the dividend paid on each share of common stock during the performance period. If PSUs do not meet the performance hurdles and are canceled, no dividends are paid on the canceled units. During the three months ended March 31, 2025, the Company paid approximately $213.6 thousand in accrued dividends on the 42,548 PSUs that were issued. No accrued dividends were paid for the three months ended March 31, 2024, as the performance hurdles were not met, and the PSUs were canceled. Unearned dividends on unvested PSUs as of March 31, 2025 and 2024, were approximately $347.5 thousand and $311.1 thousand, respectively.
The amortization of compensation costs associated with the PSU awards are included in "Compensation Expense" in the accompanying consolidated statements of operations and amounted to approximately $0.2 million for both the three months ended March 31, 2025 and 2024. The remaining unrecognized compensation cost of approximately $1.4 million for PSU awards is expected to be recognized over a weighted average amortization period of 2.1 years as of March 31, 2025.
Stock Options
Prior to the completion of the initial public offering ("IPO"), the Company issued 791,790 nonqualified stock options (the “Options”) to purchase shares of the Company’s common stock, subject to the terms and conditions of the applicable option grant agreements, with an exercise price per share of common stock equal to $24.00 and in such amounts as set forth in the option grant agreements. The Options vested on August 31, 2020. As of March 31, 2025 and 2024, the Options were fully exercisable and expire on July 15, 2027.