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Share-Based Compensation Disclosures

12 Months Ended

Oct. 27, 2014

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

non-employee

$ / shares

Dec. 31, 2020

$ / shares

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement [Text Block]

SHARE-BASED COMPENSATION

2014 Omnibus Equity Incentive Plan

On October 17, 2014, the Company’s stockholders approved the Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan (the “2014 Equity Plan”). The purpose of the 2014 Equity Plan is to provide a means for the Company to attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The 2014 Equity Plan will terminate automatically on the tenth anniversary of the date it became effective. No awards will be granted under the 2014 Equity Plan after that date, but awards granted prior to that date may extend beyond that date.

Under the 2014 Equity Plan, awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, stock awards (“SAs”), (restricted stock awards (“RSAs”), performance restricted stock units (“PRSUs”), other share-based awards and performance compensation awards, may be granted. The maximum number of shares of the Company’s common stock that is authorized and reserved for issuance under the 2014 Equity Plan is 2,350,956 shares, subject to adjustment for certain corporate events or changes in the Company’s capital structure.

In general, the Company’s employees or those reasonably expected to become the Company’s employees, consultants and directors, are eligible for awards under the 2014 Equity Plan, provided that incentive stock options may be granted only to employees. The Company has six non-employee directors and approximately 600 employees (including employees of our builders) who are eligible to receive awards under the 2014 Equity Plan. Written agreements between the Company and each participant evidence the terms of each award granted under the 2014 Equity Plan.

If any award under the 2014 Equity Plan expires or otherwise terminates, in whole or in part, without having been exercised in full, the common stock withheld from issuance under that award will become available for future issuance under the plan. If shares issued under the 2014 Equity Plan are reacquired by the Company pursuant to the terms of any forfeiture provision, those shares will become available for future awards under the plan. Awards that can only be settled in cash will not be treated as shares of common stock granted for purposes of the 2014 Equity Plan. The maximum amount that can be paid to any single participant in any one calendar year pursuant to a cash bonus award under the 2014 Equity Plan is $2.0 million. As of December 31, 2023, 1,034,456 shares remain available for future grant of awards under the 2014 Equity Plan.

Share-Based Award Activity

During the years ended December 31, 2023, 2022 and 2021 the Company granted SAs to executive officers (“EOs”), RSAs to employees and non-employee members of the Board, and PRSUs to employees.

Stock Awards

The SAs granted to EOs were 100% vested and non-forfeitable on the grant date. During the years ended December 31, 2023, 2022 and 2021, the Company withheld 59,857; 46,415, and 41,318 shares, respectively, of common stock from EOs, at a total cost of $2.0 million, $1.1 million, and $0.8 million, for the respective periods, to satisfy statutory minimum tax requirements upon grant of the awards.

Restricted Stock Awards

The RSAs granted to the Board will become fully vested on the earlier of (i) the first anniversary of the date of grant of the shares of restricted common stock or (ii) the date of the Company’s 2024 Annual Meeting of Stockholders. Some members of the Board elected to defer up to 100% of their annual retainer fee in the form of common stock.

Employee Restricted Stock Awards and Performance Restricted Stock Units

Our employee RSAs and PRUs consist of shares of common stock that are subject to continued employment with the Company through the applicable vesting dates. The RSAs and PRSUs generally have a two-year and three-year cliff vesting period, respectively.

The fair value of all share awards were recorded as share-based compensation expense on the grant date and over the vesting period, respectively.

A summary of share-based awards activity during the years ended December 31, 2023, 2022 and 2021 is as follows:


	Number of Shares (in thousands)	Weighted Average Grant Date Fair Value per Share
Nonvested, December 31, 2020	45	$	12.33
Granted	139	$	22.10
Vested	(156)	$	19.09
Forfeited	—	$	—
Nonvested, December 31, 2021	28	$	23.21
Granted	171	$	22.47
Vested	(153)	$	22.17
Forfeited	(8)	$	23.84
Nonvested, December 31, 2022	38	$	23.94
Granted	185	$	33.21
Vested	(129)	$	31.18
Forfeited	(2)	$	32.88
Nonvested, December 31, 2023	92	$	33.56

Stock Options

Stock options granted to date were not granted under the 2014 Equity Plan. The stock options outstanding as of December 31, 2023 vested and became exercisable in five substantially equal installments on each of the first five anniversaries of the grant date and expire 10 years after the date on which they were granted. Compensation expense related to these options was expensed on a straight-line basis over the 5 year service period. All of the stock options outstanding as of December 31, 2023 are vested. We utilized the Black-Scholes option pricing model for estimating the grant date fair value of the stock options. There were no stock options granted during the years ended December 31, 2023, 2022 and 2021.

A summary of stock option activity during the year ended December 31, 2023 is as follows:


	Number of Shares (in thousands)	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Options outstanding, December 31, 2022	500	$	7.49
Granted	—	—
Exercised	—	—
Forfeited	—	—
Options outstanding, December 31, 2023	500	$	7.49	0.82	$	22,225
Options exercisable, December 31, 2023	500	$	7.49	0.82	$	22,225

Share-Based Compensation Expense

Share-based compensation expense was $6.8 million, $3.5 million and $3.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. There have been no modifications to valuation methodologies or methods during the years ended December 31, 2023, 2022, or 2021.

As of December 31, 2023, the estimated total remaining unamortized share-based compensation expense related to unvested RSAs and PRUSs, net of forfeitures, was $1.4 million which is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of RSAs vested during the years ended December 31, 2023, 2022 and 2021 was $4.0 million, $3.4 million and $3.0 million, respectively.

As of December 31, 2023, there was no remaining unamortized share-based compensation expense related to stock options.

Summary of Stock Option Activity

A summary of stock option activity during the year ended December 31, 2023 is as follows:


	Number of Shares (in thousands)	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Options outstanding, December 31, 2022	500	$	7.49
Granted	—	—
Exercised	—	—
Forfeited	—	—
Options outstanding, December 31, 2023	500	$	7.49	0.82	$	22,225
Options exercisable, December 31, 2023	500	$	7.49	0.82	$	22,225

Schedule of Share-based Compensation, Activity

A summary of share-based awards activity during the years ended December 31, 2023, 2022 and 2021 is as follows:


	Number of Shares (in thousands)	Weighted Average Grant Date Fair Value per Share
Nonvested, December 31, 2020	45	$	12.33
Granted	139	$	22.10
Vested	(156)	$	19.09
Forfeited	—	$	—
Nonvested, December 31, 2021	28	$	23.21
Granted	171	$	22.47
Vested	(153)	$	22.17
Forfeited	(8)	$	23.84
Nonvested, December 31, 2022	38	$	23.94
Granted	185	$	33.21
Vested	(129)	$	31.18
Forfeited	(2)	$	32.88
Nonvested, December 31, 2023	92	$	33.56