Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity [Abstract]

Stockholders' Equity

8. Stockholders’ Equity

Shares outstanding were 26.6 million and 26.7 million on March 31, 2022 and December 31, 2021, respectively.

Voting Rights

The holders of Class A Stock and Class B Stock have identical rights except that (i) holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share, on all matters to be voted on by shareholders in general, and (ii) holders of Class A Stock are not eligible to vote on matters relating exclusively to Class B Stock and vice versa.

Stock Award and Incentive Plan

The Company maintains a stock award and incentive plan approved by the shareholders (the “Plan”), which is designed to provide incentives which will attract and retain individuals key to the success of GBL through direct or indirect ownership of our common stock. A maximum of 7.5 million shares of Class A Stock have been reserved for issuance under the Plan by a committee of GBL’s board of directors (the “Board of Directors”) responsible for administering the Plan (“Compensation Committee”). Benefits under the Plan may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, phantom stock awards, dividend equivalents, and other stock or cash based awards. Under the Plan, the Compensation Committee may grant RSAs, each of which entitles the grantee to one share of Class A Stock subject to restrictions, phantom RSAs, each of which entitles the grantee to the cash value of one share of Class A Stock subject to restrictions, and either incentive or nonqualified stock options, with a term not to exceed ten years from the grant date and at an exercise price that the Compensation Committee may determine, which were recommended by the Company’s Chairman who did not receive any awards.

On June 15, 2021, 396,800 phantom RSAs were issued at a grant price of $25.02 per phantom RSA and have similar vesting terms to the RSAs. The phantom RSAs, which will be settled in cash based on the fair value of the shares on the vesting date, were determined to be liability awards and are adjusted for changes in the Company’s stock price at each reporting date.

As of March 31, 2022 and December 31, 2021, there were 407,700 and 411,200, respectively, RSAs outstanding with weighted average grant prices per RSA of $14.81 and $14.93, respectively, and 10,000 stock options outstanding with an exercise price of $25.55. As of March 31, 2022 and December 31, 2021, there were 377,300 and 380,300, respectively, phantom RSAs outstanding with weighted average grant prices per phantom RSA of $25.02 and $25.02, respectively.

For the three months ended March 31, 2022 and 2021, the Company recognized stock-based non-cash RSA compensation expense of $0.3 million and $1.2 million, respectively. For the three months ended March 31, 2022, the Company recognized stock-based phantom RSA compensation expense of $0.3 million. As of March 31, 2022 and December 31, 2021, the accrued phantom RSA compensation payable was $1.5 million and $1.2 million, respectively,and was included within compensation payable in the Condensed Consolidated Statements of Financial Condition.

The total compensation costs related to non-vested RSA and phantom RSA awards to teammates, excluding the CEO who received none, not yet recognized was approximately $3.2 million and $6.1 million, respectively, as of March 31, 2022.

Stock Repurchase Program

In March 1999, the Board of Directors established a stock repurchase program (the “Stock Repurchase Program”) to grant management the authority to repurchase shares of Class A Stock. 

For the three months ended March 31, 2022 and 2021, the Company repurchased 140,895 and 97,078 shares, respectively, at an average price per share of $22.34 and $18.68, respectively. At March 31, 2022, the total shares available under the Stock Repurchase Program to be repurchased in the future were 2,033,042. The Stock Repurchase Program is not subject to an expiration date.

Dividends

During the three months ended March 31, 2022 and 2021, the Company declared cash dividends of $0.04 and $0.02, respectively, per share to shareholders of Class A Stock and Class B Stock. 

Shelf Registration

In July 2021, the SEC declared effective the Company’s “shelf” registration statement on Form S-3 giving the Company the flexibility to sell any combination of senior and subordinated debt securities, convertible debt securities, and equity securities (including common and preferred stock) and other securities up to a total amount of $500 million. The shelf expires in July 2024.