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Stock-based Compensation and Benefits
3 Months Ended
Mar. 31, 2019
Stock-based Compensation and Benefits  
Stock-based Compensation and Benefits

Note 12 Stock-based Compensation and Benefits

 

The Company provides stock-based compensation in accordance with shareholder-approved plans. During the second quarter of 2014, shareholders approved the 2014 Omnibus Incentive Plan (the "2014 Plan"). The 2014 Plan replaces the NBH Holdings Corp. 2009 Equity Incentive Plan (the "Prior Plan"), pursuant to which the Company granted equity awards prior to the approval of the 2014 Plan. Pursuant to the 2014 Plan, the Compensation Committee of the Board of Directors has the authority to grant, from time to time, awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards, or any combination thereof to eligible persons.

 

Stock options

 

The Company issues stock options which are primarily time-vesting with 1/3 vesting on each of the first, second and third anniversary of the date of grant or date of hire.

 

The expense associated with the awarded stock options was measured at fair value using a Black-Scholes option-pricing model. The outstanding option awards vest or have vested on a graded basis over 1-3 years of continuous service and have a 10-year contractual term.

 

The following table summarizes stock option activity for the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

Weighted

 

remaining

 

 

 

 

 

 

 

average

 

contractual

 

Aggregate

 

 

 

 

exercise 

 

 term in 

 

intrinsic 

 

 

Options

 

price

 

years

 

value

Outstanding at December 31, 2018

 

1,264,876

 

$

22.33

 

3.92

 

$

11,387

Granted

 

3,749

 

 

35.75

 

 

 

 

 

Exercised

 

(117,618)

 

 

20.37

 

 

 

 

 

Forfeited

 

(40,023)

 

 

30.72

 

 

 

 

 

Outstanding at March 31, 2019

 

1,110,984

 

$

22.28

 

3.68

 

$

12,292

Options exercisable at March 31, 2019

 

892,922

 

 

20.14

 

2.53

 

 

11,731

Options vested and expected to vest

 

1,093,498

 

 

22.11

 

3.60

 

 

12,282

 

Stock option expense is a component of salaries and benefits in the consolidated statements of operations and totaled $47 thousand and $173 thousand for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019, there was $0.5 million of total unrecognized compensation cost related to non-vested stock options granted under the plans. The cost is expected to be recognized over a weighted average period of 1.9 years.

 

Restricted stock awards

 

The Company issues primarily time-based restricted stock awards that vest over a range of a 1-3 year period. Restricted stock with time-based vesting was valued at the fair value of the shares on the date of grant as they are assumed to be held beyond the vesting period.

 

Performance stock units

 

The Company grants performance stock units which represent initial target awards and do not reflect potential increases or decreases resulting from the final performance results, which are to be determined at the end of the three-year performance period (vesting date). The actual number of shares to be awarded at the end of the performance period will range from 0% - 150% of the initial target awards. 60% of the award is based on the Company’s cumulative earnings per share (EPS target) during the performance period, and 40% of the award is based on the Company’s cumulative total shareholder return (TSR target), or TSR, during the performance period. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the KBW Regional Index at the grant date to determine the shares awarded. The fair value of the EPS target portion of the award was determined based on the closing stock price of the Company’s common stock on the grant date. The fair value of the TSR target portion of the award was determined using a Monte Carlo Simulation at the grant date.

 

The following table summarizes restricted stock and performance stock unit activity during the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

 

Weighted

 

 

 Restricted

 

average grant-

 

Performance

 

 

average grant-

 

 

stock shares

 

date fair value

 

stock units

 

 

date fair value

Unvested at December 31, 2018

 

146,494

 

$

28.19

 

192,049

 

$

26.40

Granted

 

3,749

 

 

35.75

 

 —

 

 

 —

Net adjustment due to performance

 

 —

 

 

 —

 

22,246

 

 

17.36

Vested

 

(26,594)

 

 

11.28

 

(95,308)

 

 

18.02

Forfeited

 

(15,863)

 

 

31.57

 

(19,401)

 

 

31.54

Unvested at March 31, 2019

 

107,786

 

$

32.13

 

99,586

 

$

31.40

 

As of March 31, 2019, the total unrecognized compensation cost related to the non-vested restricted stock awards and performance stock units totaled $1.5 million and $1.8 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.0 years and 1.7 years, respectively. Expense related to non-vested restricted stock awards totaled $0.2 million and $0.4 million during the three months ended March 31, 2019 and 2018, respectively. Expense related to non-vested performance stock units totaled $0.2 million and $0.2 million during the three months ended March 31, 2019 and 2018, respectively. Expense related to non-vested restricted stock awards and units is a component of salaries and benefits in the Company’s consolidated statements of operations.

 

Employee Stock Purchase Plan

 

The 2014 Employee Stock Purchase Plan (“ESPP”) is intended to be a qualified plan within the meaning of Section 423 of the Internal Revenue Code of 1986 and allows eligible employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 per calendar year and 2,000 shares per offering period. The price an employee pays for shares is 90.0% of the fair market value of Company common stock on the last day of the offering period. The offering periods are the six-month periods commencing on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year. There are no vesting or other restrictions on the stock purchased by employees under the ESPP. Under the ESPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 336,443 was available for issuance.

 

Under the ESPP, employees purchased 6,201 shares and 5,960 shares during the three months ended March 31, 2019 and 2018, respectively.