Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based compensation

Restricted Stock Units

The Company grants RSUs under compensation arrangements for the benefit of certain employees, executive officers, and directors. RSU grants are subject to time-based vesting with associated compensation recognized on a straight-line basis based on the grant date fair value of the awards. The total number of RSUs granted represents the maximum number of awards eligible to vest based upon the service conditions set forth in the grant agreements.

The following table summarizes changes in RSUs for the year ended December 31, 2023:




	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period (unvested)	365,155	$	39.02
Granted	180,631	35.33
Vested	(212,251)	38.11
Forfeited	(10,015)	40.00
Balance at end of period (unvested)	323,520	$	37.52

The total fair value of RSUs vested was $8,089, $8,018, and $16,340 for the years ended December 31, 2023, 2022, and 2021, respectively.

The compensation cost related to the grants and vesting of RSUs was $7,438, $7,372, and $8,907 for the years ended December 31, 2023, 2022, and 2021, respectively. This includes amounts paid related to grants and compensation for directors elected to be settled in stock amounting to $834, $663, and $635 for the years ended December 31, 2023, 2022, and 2021, respectively.

As of December 31, 2023, there was $7,736 of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average period of 1.94 years. Additionally, as of December 31, 2023, there were 1,497,096 shares available for issuance under the Company's stock compensation plans. As of December 31, 2023 and 2022, there was $353 and $292, respectively, accrued in other liabilities related to dividend equivalent units declared to be paid upon vesting and distribution of the underlying RSUs.

Performance-Based Restricted Stock Units

The Company awards PSUs to executives, 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 a predefined peer group will be measured based on non-GAAP core return on average tangible common equity ratio, which is 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 performance period of the awards.

The following table summarizes information about the changes in PSUs as of and for the year ended December 31, 2023:






	Performance Stock Units Outstanding	Weighted Average Grant Date Fair Value
Balance at beginning of period (unvested)	161,667	$	41.73
Granted	86,010	37.17
Performance adjustment (1)	51,444	36.93
Vested	(104,833)	36.93
Forfeited or expired	(18,125)	43.58
Balance at end of period (unvested)	176,163	$	40.86
(1) PSUs are presented as outstanding, granted and forfeited in the table above assuming targets are met and the awards pay out at 100%. PSU awards are settled with payouts ranging from 0% and 200% of the target award value based on the Company's performance relative to a predefined peer group over a fixed three-year performance period. The performance adjustment represents the difference in shares ultimately awarded due to performance attainment above or below target.

The following table summarizes data related to the Company's outstanding PSUs as of December 31, 2023:


Grant Year	Grant Price		Performance Period	PSUs Outstanding
2021 (1)	$	43.20	2021 to 2023	47,387
2022 (1)	$	44.44	2022 to 2024	50,117
2023 (1)	$	37.17	2023 to 2025	78,659
(1)Vesting factor will be interpolated between 0% and 200% of PSUs outstanding based on the Company's performance relative to a predefined peer group over a fixed three-year performance period.

The Company recorded compensation cost associated with PSUs of $2,943, $2,485, and $1,375 for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was $10,864, and the weighted average remaining performance period over which the cost could be recognized was 1.82 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, limited to 725 shares for each participating employee. There were 20,520, 26,950, and 37,310 shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $686, $1,087, and $1,190 during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there were 2,294,226 shares available for issuance under the ESPP.