Stock-Based Compensation

3 Months Ended

Mar. 31, 2020

Stock-Based Compensation

Stock-Based Compensation

15. 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 March 31, 2020, 17,229 shares of common stock remained available for issuance pursuant to awards granted under the 2012 Plan, excluding shares that may be delivered pursuant to outstanding awards. Compensation expense related to the 2012 Plan was $3.8 million and $2.5 million during the three months ended March 31, 2020 and 2019, respectively.

During the three months ended March 31, 2020 and 2019, Hilltop granted 10,291 and 7,958 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 Units

The following table summarizes information about nonvested RSU activity for the three months ended March 31, 2020 (shares in thousands).

		RSUs
			Weighted
			Average
			Grant Date
		Outstanding	Fair Value
Balance, December 31, 2019		1,437	$	22.64
	Granted	535	$	21.91
	Vested/Released	(179)	$	28.43
	Forfeited	(6)	$	22.94
Balance, March 31, 2020		1,787	$	21.84

Vested/Released RSUs include an aggregate of 21,057 shares withheld to satisfy employee statutory tax obligations during the three months ended March 31, 2020. Pursuant to certain RSU award agreements, an aggregate of 5,482 vested RSUs at March 31, 2020 require deferral of the settlement in shares and statutory tax obligations to a future date.

During the three months ended March 31, 2020, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 520,510 RSUs pursuant to the 2012 Plan. Of the RSUs granted during the three months ended March 31, 2020, 398,278 that were outstanding at March 31, 2020, are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date. Of the RSUs granted during the three months ended March 31, 2020, 122,232 that were outstanding at March 31, 2020, provide for cliff vesting based upon the achievement of certain performance goals over a three-year period.

At March 31, 2020, in the aggregate, 1,497,394 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 289,493 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At March 31, 2020, unrecognized compensation expense related to outstanding RSUs of $25.2 million is expected to be recognized over a weighted average period of 1.88 years.