Stock-Based Compensation

9 Months Ended

Sep. 30, 2017

Stock-Based Compensation

Stock-Based Compensation

14. Stock-Based Compensation

Pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “2012 Plan”), the Company may grant nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalent rights and other awards to employees of the Company, its subsidiaries and outside directors of the Company. In the aggregate, 4,000,000 shares of common stock may be delivered pursuant to awards granted under the 2012 Plan. At September 30, 2017,  1,582,281 shares of common stock remained available for issuance pursuant to the 2012 Plan, including shares that may be delivered pursuant to outstanding awards. Compensation expense related to the 2012 Plan was $2.8 million and $2.6 million during the three months ended September 30, 2017 and 2016, respectively, and $8.7 million and $7.6 million during the nine months ended September 30, 2017 and 2016, respectively.

During the nine months ended September 30, 2017 and 2016, Hilltop granted 11,959 and 16,506 shares of common stock, respectively, pursuant to the 2012 Plan to certain non-employee members of the Company’s board of directors for services rendered to the Company.

Restricted Stock Awards and RSUs

The following table summarizes information about nonvested Restricted Stock Award and RSU activity for the nine months ended September 30, 2017 (shares in thousands).

		Restricted Stock Awards			RSUs
			Weighted			Weighted
			Average			Average
			Grant Date			Grant Date
		Outstanding	Fair Value		Outstanding	Fair Value
Balance, December 31, 2016		4	$	19.95	1,456	$	19.83
	Granted	-	$	-	439	$	27.08
	Vested/Released	(4)	$	19.95	(345)	$	23.36
	Forfeited	-	$	-	(68)	$	23.09
Balance, September 30, 2017		-	$	-	1,482	$	21.00

Vested/Released Restricted Stock Awards and RSUs include an aggregate of 88,681 shares withheld to satisfy employee statutory tax obligations during the nine months ended September 30, 2017.  

During the nine months ended September 30, 2017, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 421,189 RSUs pursuant to the 2012 Plan. At September 30, 2017,  322,493 of these outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 89,439 of these outstanding RSUs will cliff vest based upon the achievement of certain performance goals over a three-year period.

At September 30, 2017, in the aggregate, 1,177,641 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 303,800 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At September 30, 2017, unrecognized compensation expense related to outstanding RSUs of $16.2 million is expected to be recognized over a weighted average period of 1.42 years.