XML 32 R15.htm IDEA: XBRL DOCUMENT

Share-Based Compensation Disclosures

12 Months Ended

Oct. 27, 2014

Dec. 31, 2024

USD ($)

$ / shares

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

non-employee

$ / shares

Dec. 31, 2021

$ / shares

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement [Text Block]

SHARE-BASED COMPENSATION

The 2014 Omnibus Equity Incentive Plan and the 2024 Omnibus Incentive Plan, are administered by the Board and allow for the grant of stock awards (“SAs”), restricted stock awards (“RSAs”), performance restricted stock units (“PRSUs”), restricted stock units (“RSUs”), stock options and other stock based awards.

On June 11, 2024, the Green Brick Partners, Inc. 2024 Omnibus Incentive Plan (the “2024 Equity Plan”) was approved by the stockholders of the Company. As of June 11, 2024, no further awards may be made under the 2014 Omnibus Equity Incentive Plan.

2024 Omnibus Equity Incentive Plan

The purpose of the 2024 Equity Plan is 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 2024 Equity Plan will terminate automatically on the tenth anniversary of the date it became effective. No awards will be granted under the 2024 Equity Plan after that date, but awards granted prior to that date may extend beyond that date.

Under the 2024 Equity Plan, awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, SAs, RSAs, PRSUs, other share-based awards and performance compensation awards, may be granted. The maximum number of shares of the Company’s common stock that are authorized and reserved for issuance under the 2024 Equity Plan is 2,750,000 shares plus any shares of Common Stock remaining available for future awards under the 2014 Omnibus Equity Incentive Plan on the date the 2024 Plan was approved by the Company’s shareholders, 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 2024 Equity Plan, provided that incentive stock options may be granted only to employees. The Company has six non-employee directors and approximately 650 employees (including employees of our builders) who are eligible to receive awards under the 2024 Equity Plan. Written agreements between the Company and each participant evidence the terms of each award granted under the 2024 Equity Plan.

If any award under the 2024 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 2024 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 2024 Equity Plan. As of December 31, 2024, 3,597,183 shares remain available for future grant of awards under the 2024 Equity Plan.

Share-Based Award Activity

During the years ended December 31, 2024, 2023 and 2022 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, 2024, 2023 and 2022, the Company withheld 46,386; 59,857, and 46,415 shares, respectively, of common stock from EOs, at a total cost of $2.2 million, $2.0 million, and $1.1 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 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 2025 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, 2024, 2023 and 2022 is as follows:


	Number of Shares (in thousands)	Weighted Average Grant Date Fair Value per Share
Unvested, December 31, 2021	28	$	23.21
Granted	171	$	22.47
Vested	(153)	$	22.17
Forfeited	(8)	$	23.84
Unvested, December 31, 2022	38	$	23.94
Granted	185	$	33.21
Vested	(129)	$	31.18
Forfeited	(2)	$	32.88
Unvested, December 31, 2023	92	$	33.56
Granted	187	$	53.05
Vested	(152)	$	46.52
Forfeited	(2)	$	42.65
Unvested, December 31, 2024	125	$	46.84

Stock Options

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 expired 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

stock options were exercised prior to their expiration on October 27, 2024. During the year ended December 31, 2024, the Company withheld 238,961 shares of common stock at a total cost of $12.9 million to cover the option exercise price and the minimum statutory tax withholding obligation for the stock options exercised. No stock options were exercised during the years ended December 31, 2023 and 2022.

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, 2024, 2023 and 2022.

A summary of stock option activity during the year ended December 31, 2024 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, 2023	500	$	7.49	0.82	$	22,225
Granted	—	—		—	—
Exercised	(500)	7.49		—	23,160
Forfeited	—	—		—	—
Options outstanding, December 31, 2024	—	$	—	—	$	—
Options exercisable, December 31, 2024	—	$	—	—	$	—

Share-Based Compensation Expense

Share-based compensation expense was $8.4 million, $6.8 million and $3.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. There have been no modifications to valuation methodologies or methods during the years ended December 31, 2024, 2023, or 2022.

As of December 31, 2024, the estimated total remaining unamortized share-based compensation expense related to unvested RSAs and PRUSs, net of forfeitures, was $2.9 million which is expected to be recognized over a weighted-average period of 1.9 years. As of December 31, 2024, there was no remaining unamortized share-based compensation expense related to stock options. The total fair value of RSAs vested during the years ended December 31, 2024, 2023 and 2022 was $7.1 million, $4.0 million and $3.4 million, respectively.

Summary of Stock Option Activity

A summary of stock option activity during the year ended December 31, 2024 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, 2023	500	$	7.49	0.82	$	22,225
Granted	—	—		—	—
Exercised	(500)	7.49		—	23,160
Forfeited	—	—		—	—
Options outstanding, December 31, 2024	—	$	—	—	$	—
Options exercisable, December 31, 2024	—	$	—	—	$	—

Schedule of Share-based Compensation, Activity

A summary of share-based awards activity during the years ended December 31, 2024, 2023 and 2022 is as follows:


	Number of Shares (in thousands)	Weighted Average Grant Date Fair Value per Share
Unvested, December 31, 2021	28	$	23.21
Granted	171	$	22.47
Vested	(153)	$	22.17
Forfeited	(8)	$	23.84
Unvested, December 31, 2022	38	$	23.94
Granted	185	$	33.21
Vested	(129)	$	31.18
Forfeited	(2)	$	32.88
Unvested, December 31, 2023	92	$	33.56
Granted	187	$	53.05
Vested	(152)	$	46.52
Forfeited	(2)	$	42.65
Unvested, December 31, 2024	125	$	46.84