Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation:

Restricted Stock Units

The Company grants RSUs under compensation arrangements for the benefit of employees, executive officers, and directors. RSU grants are subject to time-based vesting. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the service conditions set forth in the grant agreements.

The following table summarizes information about the changes in restricted stock units for the three months ended March 31, 2022:




	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period	492,320	$	36.06
Granted	123,709	44.43
Vested	(101,057)	33.61
Forfeited	(3,372)	39.70
Balance at end of period	511,600	$	38.56

The total fair value of restricted stock units vested and released was $3,397 and $4,364 for the three months ended March 31, 2022 and 2021, respectively.

The compensation cost related to stock grants and vesting of restricted stock units was $1,856 and $2,466 for the three months ended March 31, 2022 and 2021, respectively. This included costs related to director grants and compensation elected to be settled in stock amounting to $166 and $157 for the three months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022, there was $15,200 of total unrecognized compensation cost related to unvested restricted stock units which is expected to be recognized over a weighted-average period of 2.6 years. Additionally, as of March 31, 2022, there were 1,814,244 shares available for issuance under the Company's stock compensation plans. As of March 31, 2022 and December 31, 2021, there were $247 and $274, respectively, accrued in other liabilities related to dividend equivalent units declared to be paid upon vesting and distribution of the underlying restricted stock units.

Performance Based Restricted Stock Units

The following table summarizes information about the changes in PSUs as of and for the three months ended March 31, 2022.






	Performance Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period (unvested)	115,750	$	40.13
Granted	69,010	44.44
Vested	—	—
Forfeited or expired	—	—
Balance at end of period (unvested)	184,760	$	41.74

The Company awards performance-based restricted stock units to executives and other officers and employees. Under the terms of the awards, the number of units that will vest and convert to shares of common stock will be based on the Company's performance relative to a predefined peer group over a fixed three-year performance period. The number of shares issued upon vesting will range from 0% to 200% of the PSUs granted. The Company's performance relative to the peer group will be measured based on calculated non-GAAP adjusted return on average tangible common equity, adjusted for unusual gains/losses, merger expenses, and other items as approved by the compensation committee of the Company's board of directors. Compensation expense for PSUs is estimated each period based on the fair value of the Company's stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the vesting period of the awards.

The Company recorded compensation cost $726 and $200 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company determined the probability of meeting the performance criteria for each grant, and recorded compensation cost associated with vestings of 175.0% (related to shares granted in 2020), 75.0% (related to shares granted in 2021) and 100% (related to shares granted in 2022), when factoring in the conversion of PSUs to shares of common stock. As of March 31, 2022, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was $12,322, and the remaining performance period over which the cost could be recognized was 2.0 years.

Employee Stock Purchase Plan:

The Company maintains an employee stock purchase plan under which employees, through payroll deductions, are able to purchase shares of Company common stock. The employee purchase price is 95% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares and a participant may not purchase more than 725 shares during any offering period (and, in any event, no more than $25 worth of common stock in any calendar year). There were 15,152 and 21,566 shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $588 and $811, during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there were 2,326,544 shares available for issuance under the ESPP, respectively.