Since 2012, the Company has issued stock-based incentive awards pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “2012 Plan”). In July 2020, pursuant to stockholders’ approval, the Company adopted the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan serves as successor to the 2012 Plan.

During the nine months ended September 30, 2022 and 2021, Hilltop granted 16,501 and 12,957 shares of common stock, respectively, pursuant to the 2020 Equity Plan to certain non-employee members of the Company’s board of directors for services rendered to the Company.

The following table summarizes information about nonvested restricted stock unit (“RSU”) activity for the nine months ended September 30, 2022 (shares in thousands).


		RSUs
			Weighted
			Average
			Grant Date
		Outstanding	Fair Value
Balance, December 31, 2021		1,869	$	23.16
	Granted	548	$	33.25
	Vested/Released	(614)	$	19.30
	Forfeited	(136)	$	24.50
Balance, September 30, 2022		1,667	$	27.79

Vested/Released RSUs include an aggregate of 135,249 shares withheld to satisfy employee statutory tax obligations during the nine months ended September 30, 2022.

During the nine months ended September 30, 2022, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 474,985 RSUs pursuant to the 2020 Equity Plan. Of the RSUs granted during the nine months ended September 30, 2022, 327,377 that were outstanding at September 30, 2022, 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 nine months ended September 30, 2022, 135,558 that were outstanding at September 30, 2022, provide for cliff vesting based upon the achievement of certain performance goals over a three-year period.

At September 30, 2022, in the aggregate, 1,259,181 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 408,458 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At September 30, 2022, unrecognized compensation expense related to outstanding RSUs of $22.0 million is expected to be recognized over a weighted average period of 1.22 years.