On March 22, 2018, the board of directors of the Company and Cogint, Inc. (“cogint”) (now known as Fluent, Inc.), in its capacity as sole stockholder of the Company prior to the Company’s spin-off from cogint on March 26, 2018 (the “Spin-off”), approved the Red Violet, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), which became effective immediately prior to the Spin-off. A total of 3,000,000 shares of common stock were authorized to be issued under the 2018 Plan. Subsequently on June 3, 2020 and May 25, 2022, the Company’s stockholders approved amendments to the 2018 Plan to increase the number of shares of common stock authorized for issuance under the 2018 Plan to 4,500,000 shares and 6,500,000 shares, respectively.

The primary purpose of the 2018 Plan, as amended, is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company.

As of June 30, 2024, there were 1,926,852 shares of common stock available for future issuance under the 2018 Plan, as amended.

To date, all stock incentives issued under the 2018 Plan, as amended, have been in the form of RSUs. RSUs granted under the 2018 Plan, as amended, vest and settle upon the satisfaction of a time-based condition or with both time- and performance-based conditions.

The time-based condition for these awards is generally satisfied over three or four years with annual vesting. Details of unvested RSU activity during the six months ended June 30, 2024 were as follows:


	Number of units			Weighted average grant-date fair value
Unvested as of December 31, 2023		1,017,718		$	20.10
Granted(1)		232,985		$	18.48
Vested and delivered		(53,283	)	$	25.08
Withheld as treasury stock(2)		(21,826	)	$	25.39
Forfeited		(162,382	)	$	17.40
Unvested as of June 30, 2024		1,013,212		$	19.78

(1)

In March 2024, the Company granted 130,000 RSUs, subject to performance-based requirements, to one non-executive employee at a grant date fair value of $18.30 per share. Such RSU grant shall not vest unless and until the Company has achieved certain revenue for a portion of its business prior to December 31, 2030, the last achievement date deadline. No amortization of share-based compensation expense has been recognized for 115,000 RSUs among the above-mentioned grant, because, as of June 30, 2024, the Company determined that it is not probable that related performance criteria will be met. In addition to the 130,000 RSUs discussed above, the Company granted, during the six months ended June 30, 2024, an aggregate of 102,985 RSUs to certain employees and directors at grant date fair values ranging from $18.12 to $22.85 per share, with a vesting period ranging from one to four years.

(2)

Withheld as treasury stock represents shares withheld to pay statutory taxes upon the vesting of RSUs. Refer to Note 7, "Common stock and treasury stock," for details.

As of June 30, 2024, unrecognized share-based compensation expense associated with the granted RSUs amounted to $14,288, which is expected to be recognized over a remaining weighted average period of 1.9 years.

Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2024		2023		2024		2023
Sales and marketing expenses	$	158	$	125	$	296	$	232
General and administrative expenses		1,235		1,180		2,499		2,457
Share-based compensation expense		1,393		1,305		2,795		2,689
Capitalized in intangible assets		436		413		882		872
Total	$	1,829	$	1,718	$	3,677	$	3,561