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Share-Based Compensation
6 Months Ended
Jun. 30, 2022
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 17 – Share-Based Compensation

In June 2017, the Company's Board of Directors adopted, and the Company's stockholder approved, the 2017 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other equity-based, equity-related or cash-based awards. A total of 1,550,000 shares of our common stock have been reserved for issuance under the Omnibus Plan. As of June 30, 2022, there were 398,137 shares available for future grants under the Omnibus Plan.

The Company primarily grants time-based restricted share awards that vest over a one to four year period, subject to continued employment. The Company also grants performance-based restricted share awards. The number of shares which may be earned under the award is dependent upon the Company’s return on average assets, weighted equally over a three-year period and measured against a peer group consisting of publicly-traded bank holding companies. Results will be measured cumulatively at the end of the three years. Any earned shares will vest on the third anniversary of the grant date.

 

During 2022, the Company granted 293,272 shares of restricted common stock, par value $0.01 per share. Of this total, 166,290 restricted shares will vest ratably over four years on each anniversary of the grant date, 69,910 restricted shares will vest ratably over three years on each anniversary of the grant date, 10,589 restricted shares will cliff vest on the third anniversary of the grant date, 2,776 restricted shares will vest in one year, and 1,219 restricted shares vested immediately. In addition, 42,488 performance-based restricted shares were included in the 2022 grant which have a period ending December 31, 2024.

The following table discloses the changes in restricted shares for the six months ended June 30, 2022:

 

 

 

Omnibus Plan

 

 

 

Number of Shares

 

 

Weighted Average
Grant Date Fair
Value

 

Beginning balance, January 1, 2022

 

 

542,520

 

 

$

19.04

 

Granted

 

 

293,272

 

 

 

26.95

 

Incremental performance shares vested

 

 

1,074

 

 

 

 

Vested

 

 

(146,655

)

 

 

19.33

 

Forfeited

 

 

(2,998

)

 

 

21.62

 

Ending balance outstanding at June 30, 2022

 

 

687,213

 

 

$

22.34

 

 

A total of 146,655 restricted shares vested during the six months ended June 30, 2022. A total of 148,577 restricted shares vested during the year ended December 31, 2021. The fair value of restricted shares that vested during the six months ended June 30, 2022 was $3.9 million. The fair value of restricted shares that vested during the year ended December 31, 2021 was $3.4 million.

The Company recognizes share-based compensation based on the estimated fair value of the restricted stock at the grant date. Share-based compensation expense is included in non-interest expense in the Condensed Consolidated Statements of Operations.

The following table summarizes restricted stock compensation expense for the six months ended June 30, 2022 and 2021:

 

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

Total share-based compensation - restricted stock

 

$

2,798

 

 

$

1,886

 

Income tax benefit

 

 

761

 

 

 

525

 

Unrecognized compensation expense

 

 

12,050

 

 

 

8,578

 

Weighted-average amortization period remaining

 

2.7 years

 

 

2.5 years

 

 

The fair value of the unvested restricted stock awards at June 30, 2022 was $16.4 million.

In October 2014, the Company adopted the Byline Bancorp, Inc. Equity Incentive Plan (“BYB Plan”). The maximum number of shares available for grants under this plan was 2,476,122 shares. The Company granted 1,846,968 options to purchase shares under this plan. In June 2017, the Board of Directors terminated the BYB Plan and no future grants can be made under this plan. Options to purchase a total of 816,060 shares remain outstanding under the BYB Plan at June 30, 2022.

The types of stock options granted under the BYB Plan were Time Options and Performance Options. The exercise price of each option is equal to the fair value of the stock as of the date of grant. These option awards have vesting periods ranging from one to five years and have 10-year contractual terms. Stock volatility was computed as the average of the volatilities of peer group companies. All outstanding stock options were fully vested and exercisable at June 30, 2022.

The fair values of the stock options were determined using the Black-Scholes-Merton model for Time Options and a Monte Carlo simulation model for Performance Options.

The following table discloses the activity in shares subject to options and the weighted average exercise prices, in actual dollars, for the six months ended June 30, 2022:

 

 

 

BYB Plan

 

 

 

Number of Shares

 

 

Weighted Average Exercise Price

 

 

Intrinsic
Value

 

 

Weighted Average Remaining Contractual Term (in Years)

 

Beginning balance, January 1, 2022

 

 

1,337,048

 

 

$

11.26

 

 

$

21,519

 

 

 

3.5

 

Exercised

 

 

(520,988

)

 

 

11.18

 

 

$

7,742

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance outstanding at June 30, 2022

 

 

816,060

 

 

$

11.30

 

 

$

10,197

 

 

 

3.0

 

Exercisable at June 30, 2022

 

 

816,060

 

 

$

11.30

 

 

$

10,197

 

 

 

3.0

 

 

A total of 520,988 stock options were exercised during the six months ended June 30, 2022, proceeds of which were $470,000, with a related tax benefit of $2.1 million. A total of 53,531 stock options were exercised during the year ended December 31, 2021, with proceeds of $751,000 and a related tax benefit of $121,000. No stock options vested during the six months ended June 30, 2022.

 

The Company did not recognize any stock option compensation expense during three or six months ended June 30, 2022 or 2021. There was no unrecognized stock option compensation expenses as of June 30, 2022.

Pursuant to the terms of the Agreement and Plan of Merger with First Evanston and its subsidiaries, dated as of November 27, 2017 (the "Merger Agreement"), each outstanding First Evanston option held by a participant in the First Evanston Bancorp, Inc. Stock Incentive Plan (the “FEB Plan”) ceased to represent a right to acquire shares of First Evanston common stock and was assumed and converted automatically into a fully vested and exercisable adjusted option to purchase shares of Byline common stock (each an “Adjusted Option”). In accordance with the Merger Agreement, the number of shares of Byline common stock to which each such Adjusted Option relates is equal to the product (rounded down to the nearest whole share of Byline common stock) of: (a) the number of shares of First Evanston common stock subject to the First Evanston Option immediately prior to May 31, 2018, multiplied by (b) 4.725. Each Adjusted Option has an exercise price per share of Byline common stock equal to the quotient (rounded up to the nearest whole cent) of (x) the per share exercise price of such First Evanston Option immediately prior to May 31, 2018, divided by (y) 4.725. The description of the conversion process is based on, and qualified by, the Merger Agreement.

The following table discloses the activity in shares subject to options under the FEB Plan and the weighted average exercise prices, in actual dollars, for the six months ended June 30, 2022:

 

 

 

FEB Plan

 

 

 

Number of Shares

 

 

Weighted Average Exercise Price

 

 

Intrinsic
Value

 

 

Weighted Average Remaining Contractual Term (in Years)

 

Beginning balance, January 1, 2022

 

 

170,697

 

 

$

11.60

 

 

$

2,688

 

 

 

3.4

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance outstanding at June 30, 2022

 

 

170,697

 

 

$

11.60

 

 

$

2,082

 

 

 

2.9

 

Exercisable at June 30, 2022

 

 

170,697

 

 

$

11.60

 

 

$

2,082

 

 

 

2.9

 

 

No stock options were exercised during the six months ended June 30, 2022. A total of 62,366 stock options were exercised during the year ended December 31, 2021, proceeds of which were $705,000 and a related tax benefit of $153,000. No stock options vested during the six months ended June 30, 2022.