Share-Based Compensation |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement, Recognized Amount [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Compensation | Share-Based Compensation In February 2024, the Board adopted the 2024 Long-Term Incentive Plan (the “LTIP”) to provide certain key employees with the right to receive cash awards providing an opportunity to participate in the appreciation of the Company’s value and in order to retain these key employees and reward them for contributing to the success of the Company. Participants in the LTIP may be granted a number of notional interests, or phantom stock units ("PSUs"). Each PSU represents the right to receive payment of the value of a share of the Company’s common stock upon vesting. PSUs may be granted subject to vesting conditions, which may include service-based and/or performance-based vesting conditions tied to corporate and/or individual achievement objectives. An employee must remain employed through the date of payment of an award to be eligible for any payout under the LTIP, with the exception of certain termination and resignation of executive officers related to PSUs granted commencing in 2026 as described in further details below. These PSUs are settled in cash upon vesting and accounted for as liability-based awards. Performance-based PSUs During the three months ended March 31, 2026, the Company granted a total "target" award of 96,823 performance-based PSUs. The payout value of the performance-based PSUs granted under the LTIP will be determined based on the achievement of specific, pre-established corporate performance objectives, and in part on individual performance, during the applicable three-year performance period (the "Performance Cycle"). The maximum payout level for the performance-based PSUs is 150% of the “target” award. The following table presents the summary of the performance-based PSU grants as of March 31, 2026:
These performance-based PSUs vest at the end of the Performance Cycle beginning with the year of the grant, and then only if, and to the extent that, the Company’s performance during the Performance Cycle achieves the threshold established by the Compensation Committee of the Board. Each annual performance result is based on the Company’s annual market share growth and its annual combined ratio. The vested number of performance-based PSUs for each grantee is based on the average of the Company's three annual performance results combined with the individual's performance during the Performance Cycle. The cash payout amount for each unit of the vested performance-based PSUs is equal to the average closing price per share of the Company’s common stock for the 30 calendar days preceding the determination of the final number of vested PSUs for each grantee at the end of the Performance Cycle for the 2024 grants, and the average closing price per share of the Company’s common stock for the five trading days following the Company’s public release of its financial results for the final calendar year in the Performance Cycle for the 2025 and 2026 grants. Liabilities for the expected cash payout and associated compensation expenses are recognized based on management’s best estimate of the number of the performance-based PSUs expected to be vested resulting from the probable outcome of the performance-based vesting conditions, combined with the market price of the Company's common stock at the end of each reporting period. If the performance-based vesting conditions are not expected to be met for the Performance Cycle, no compensation cost will be recognized and any recognized compensation cost will be reversed. As of March 31, 2026, 38,180 of the total performance-based PSUs granted under the LTIP were forfeited because the recipients were no longer employed by the Company. Restricted PSUs The Company, from time to time, grants restricted PSUs to certain key employees, typically to retain such key employees. The Company granted 70,003 restricted PSUs during the three months ended March 31, 2026, and a total of 185,227 restricted PSUs since the start of the LTIP as of March 31, 2026, 12,124 of which were forfeited because the recipients were no longer employed by the Company. The restricted PSUs vest in three equal annual installments on each of the first three anniversaries of the grant date. The payout value of the restricted PSUs granted under the LTIP is determined based on the closing price per share of the Company's common stock at each vesting date, and is paid at the end of each annual vesting period. Commencing with the performance-based and restricted PSUs granted to all employees in 2026, the following conditions apply in the event of a change in control: a) the cash payout amount for each unit of the vested performance-based and restricted PSUs will be equal to the average closing price per share of the Company’s common stock for the five trading days preceding the change in control; b) the number of earned performance-based PSUs will be determined on the date of the change in control based on actual performance for completed annual performance periods and at target for incomplete performance periods, and the resulting earned performance-based PSUs will remain eligible to vest based on continued service through the last day of the three year performance period. In addition, commencing with the performance-based and restricted PSUs granted to executive officers in 2026, the following conditions apply in the event of an executive officer’s termination without cause, resignation for good reason or termination due to death or disability: a) with respect to such performance-based PSUs, if such termination occurs prior to a change in control or more than eighteen months following a change in control, an executive officer will vest in a prorated number of earned performance-based PSUs based on the portion of the three year performance period that has elapsed prior to the date of termination plus twelve months and be paid at that time, and if such termination occurs within eighteen months following a change in control, an executive officer will vest in all of the earned performance-based PSUs on the date of termination and be paid at that time; b) with respect to such restricted PSUs, if such termination occurs prior to a change in control or more than eighteen months following a change in control, any restricted PSUs that would have otherwise vested during the twelve months following the date of termination will vest upon such termination and be paid at that time, and if such termination occurs within eighteen months following a change in control, an executive officer will vest in all of the restricted PSUs on the date of termination and be paid at that time. The Company recorded share-based compensation expense of approximately $3.6 million and $(0.7) million for the three months ended March 31, 2026 and 2025, respectively, associated with the performance-based and restricted PSUs, which are mostly included in other operating expenses in its consolidated statements of operations. The negative share-based compensation expense for the three months ended March 31, 2025 is primarily due to the impact of the Palisades and Eaton wildfires that occurred in the first quarter of 2025 on both the performance measures for the performance-based PSUs and the price of the Company's common stock. The Company recorded approximately $20.6 million and $18.5 million of accrued share-based compensation liability associated with the performance-based and restricted PSUs at March 31, 2026 and December 31, 2025, respectively, which are included in other liabilities in its consolidated balance sheets. A total of 17,784 restricted PSUs were vested during the three months ended March 31, 2026.
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