Stock-Based Compensation

6 Months Ended

Jun. 30, 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 six months ended June 30, 2022:




	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period (unvested)	492,320	$	36.06
Granted	139,785	43.82
Vested	(159,385)	36.68
Forfeited	(37,917)	33.15
Balance at end of period (unvested)	434,803	$	38.48

The total fair value of restricted stock units vested and released was $2,449 and $5,846 for the three and six months ended June 30, 2022, respectively, and $828 and $5,192 for the three and six months ended June 30, 2021, respectively.

The compensation cost related to stock grants and vesting of restricted stock units was $2,196 and $4,052 for the three and six months ended June 30, 2022, respectively, and $2,193 and $4,659 for the three and six months ended June 30, 2021, respectively. This included amounts paid related to director grants and compensation elected to be settled in stock amounting to $148 and $314 during the three and six months ended June 30, 2022, respectively, and $142 and $299 during the three and six months ended June 30, 2021, respectively.

As of June 30, 2022, there was $13,122 of total unrecognized compensation cost related to unvested restricted stock units which is expected to be recognized over a weighted-average period of 2.5 years. Additionally, as of June 30, 2022, there were 1,770,128 shares available for issuance under the Company's stock compensation plans. As of June 30, 2022 and December 31, 2021, there were $252 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 six months ended June 30, 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	(9,501)	43.16
Balance at end of period (unvested)	175,259	$	41.67

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.

As of June 30, 2022, the Company determined the probability of meeting the performance criteria for each grant and recorded compensation cost associated when factoring in the conversion of PSUs to shares of common stock.


Grant Year	Vest Year	Shares Outstanding
2020	2023	49,964
2021	2024	60,654
2022	2025	64,641

The Company recorded compensation cost of $842 and $1,568 during the three and six months ended June 30, 2022 respectively, and $322 and $522 for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was $11,502, and the remaining performance period over which the cost could be recognized was 2.1 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 $200,000 worth of common stock in any calendar year). There were no shares issued under ESPP during the three months ended June 30, 2022 and June 30, 2021, respectively. 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 six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, there were 2,326,544 shares available for issuance under the ESPP, respectively.