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Equity-Based Compensation
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Equity-Based Compensation
8.
EQUITY‑BASED COMPENSATION

2014 Omnibus Incentive Plan

In connection with the IPO, the Company adopted the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”) to provide additional incentives to selected officers, employees, Managing Directors, non‑employee directors, independent contractors, partners, senior advisors and consultants. The Plan provides for the issuance of incentive stock options (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock‑based awards (including partnership interests that are exchangeable into stock upon satisfaction of certain conditions) and cash awards.

Restricted Stock Units (RSUs) and other stock-based awards

Pursuant to the Plan and in connection with the Company’s annual compensation process and ongoing hiring process, the Company issues RSUs and other stock-based awards which generally vest over a service life of four to five years. For the years ended December 31, 2021, 2020 and 2019, the Company recognized expense of $167,938, $133,583 and $123,395, respectively, in relation to these awards.

The following table summarizes activity related to RSUs for the years ended December 31, 2021, 2020 and 2019.

 

 

Restricted Stock Units

 

 

2021

 

2020

 

2019

 

 

 

 

Weighted

 

 

 

Weighted

 

 

 

Weighted

 

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

Number of

 

Grant Date

 

Number of

 

Grant Date

 

Number of

 

Grant Date

 

 

Shares

 

Fair Value

 

Shares

 

Fair Value

 

Shares

 

Fair Value

 

Unvested Balance at January 1,

 

8,742,695

 

$

 

41.45

 

 

8,414,130

 

$

 

42.19

 

 

8,761,224

 

$

 

37.59

 

Granted

 

3,875,588

 

 

 

54.84

 

 

4,456,157

 

 

 

37.58

 

 

4,384,073

 

 

 

44.59

 

Forfeited

 

(432,846

)

 

 

47.31

 

 

(149,592

)

 

 

40.73

 

 

(273,698

)

 

 

45.22

 

Vested

 

(4,117,317

)

 

 

42.56

 

 

(3,978,000

)

 

 

39.01

 

 

(4,457,469

)

 

 

34.63

 

Unvested Balance at December 31,

 

8,068,120

 

$

 

46.36

 

 

8,742,695

 

$

 

41.45

 

 

8,414,130

 

$

 

42.19

 

 

In addition, the Company issues partnership units that are intended to qualify as "profits interest" for U.S. federal income tax purposes ("Partnership Units") that, subject to certain terms and conditions, are exchangeable into shares of Moelis & Company Class A common stock on a one-for-one basis. These Partnership Units are recorded as noncontrolling interests in the Company's consolidated statements of financial condition. Further, these Partnership Units generally vest over a service life of five years, however in certain arrangements the Partnership Units are granted without a service requirement, but do not have exchange rights until the third anniversary of the grant-date. During the year ended December 31, 2021, the Company granted 395,834 Partnership Units with a grant-date fair value of $21,672.

 

As of December 31, 2021, the total compensation expense related to unvested RSUs and other stock-based awards not yet recognized was $129,547, which is expected to be recognized over a weighted‑average period of 1.5 years.

Stock Options

Pursuant to the Plan, the Company issued 3,501,881 stock options in 2014 which vest over a five‑year period. The Company estimated the fair value of stock option awards at grant using the Black‑Scholes valuation model with the following assumptions:

 

 

 

Assumptions

 

Expected life (in years)

 

 

 

6

 

Weighted-average risk free interest rate

 

 

 

1.91

%

Expected volatility

 

 

 

35

%

Dividend yield

 

 

 

2.72

%

Weighted-average fair value at grant date

 

$

 

6.70

 

 

During the six year life of the options, the Company paid special dividends of $9.05, in aggregate. As required under Section 5 of the Company’s 2014 Omnibus Incentive Plan, the Compensation Committee of the Company’s Board of Directors equitably reduced the exercise price of the Company’s outstanding options to purchase common stock by $9.05 from $25.00 per share to $15.95 per share.

The following table summarizes activity related to stock options for the years ended December 31, 2020 and 2019.

 

 

 

Stock Options Outstanding

 

 

 

2020

 

 

2019

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

Outstanding at January 1,

 

 

728,534

 

 

$

 

15.95

 

 

 

2,017,067

 

 

$

 

15.95

 

Exercises

 

 

(728,534

)

 

 

 

15.95

 

 

 

(1,285,533

)

 

 

 

15.95

 

Forfeitures or expirations

 

 

 

 

 

 

 

 

 

(3,000

)

 

 

 

15.95

 

Outstanding at December 31,

 

 

 

 

$

 

 

 

 

728,534

 

 

$

 

15.95

 

 

 

For the years ended December 31, 2021, 2020 and 2019, the Company recognized expenses of $0, $0, and $606 respectively, in relation to stock options. As of April 2020, no stock options remain outstanding.