In May 2020, the Manhattan Associates, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our shareholders. The 2020 Plan provides for the grant of stock options, restricted stock, restricted stock units, and stock appreciation rights. Vesting conditions can be service-based or performance-based, or a combination of both.

A maximum of 4,500,000 shares are available for grant under the amended 2020 Plan. Each stock option, stock appreciation right, restricted stock, or restricted stock unit granted is counted against the maximum share limitation as one share. Options and stock appreciation rights cannot have a term exceeding seven years. As of December 31, 2024, there were 2,337,032 shares available for issuance under the 2020 Plan. The 2020 Plan is administered by the Compensation Committee of the Board of Directors. The committee has the authority to interpret the provisions thereof.

The restricted stock unit awards contain vesting provisions that are 50% service based and 50% performance based for employee awards and 100% service based for non-employee members of the Board of Directors (“Outside Directors”). The employee awards have a four year vesting period, with the performance portion tied to annual revenue and operating income targets. The awards to Outside Directors have a one year vesting period. We recognize compensation cost for service-based restricted awards with graded vesting on a straight-line basis over the entire vesting period, with the amount of compensation cost recognized at any date at least equal to the portion of the grant-date value of the award that is vested at that date. For our performance-based restricted stock awards with graded vesting, we recognize compensation cost on an accelerated basis applying straight-line expensing for each separately vesting portion of each award. We utilize the price of our publicly traded shares to determine the fair value of restricted stock units on the grant date.

We present below a summary of changes in unvested units of restricted stock during 2024:


	Number of Units	Grant Date Fair Value
Outstanding at January 1, 2024	1,376,063	$124.13
Granted	549,754	201.54
Vested	(519,717)	121.26
Forfeited	(15,862)	142.75
Outstanding at December 31, 2024	1,390,238

The Company recorded equity-based compensation expense related to restricted stock and RSUs (collectively “restricted stock awards”) of $93.2 million, $71.6 million, and $59.4 million in 2024, 2023 and 2022, respectively. The total fair value of restricted stock awards vested in 2024, 2023 and 2022, based on market value at the vesting dates was $127.1 million, $85.2 million, $81.4 million, respectively. The weighted average grant-date fair value of RSUs granted during fiscal year 2024, 2023 and 2022 was $201.54, $127.51, and $123.75, respectively. As of December 31, 2024, unrecognized compensation cost related to unvested RSU totaled $115.7 million and is expected to be recognized over a weighted average period of approximately 2.1 years. We recognize forfeitures of equity-based payments as they occur.

During the year ended December 31, 2024, the Company granted 386,042 RSUs that have performance-based vesting criteria, which are tied to our financial performance. The performance-based RSUs granted in 2024 related to 2024 employee awards and 2023 above-target employee awards. As of December 31, 2024, the associated equity-based compensation expense has been recognized for the portion of the award attributable to the 2024 performance criteria.