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Share Based Compensation
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share Based Compensation

14. Share Based Compensation

Omnibus Incentive Plan

At the Shareholders Meeting, Thunder Bridge shareholders considered and approved the Incentive Plan which resulted in the reservation of 7,326,728 shares of common stock for issuance thereunder. The Incentive Plan became effective immediately upon the closing of the Business Combination.

Under this plan, the Company currently has three types of share-based compensation awards outstanding: PSUs, RSAs and RSUs.

PSU

The grant date fair value of a PSU, which is based on quoted market value of the Company’s Class A common stock on the grant date and the number of shares expected to be earned according to the level of achievement of performance measures, is recognized on a straight-line basis over the applicable performance or service period. The performance or service period for awards granted generally range from one to three years.

RSA and RSU

RSAs and RSUs vest in equal annual installments over a three-year period. Restricted shares cannot be sold or transferred until they have vested. The grant date fair value of RSAs and RSUs, which is based on the quoted market value of the Company’s Class A common stock on the grant date, is recognized as share-based compensation expense on a straight-line basis over the vesting period.

The following table summarized share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards:

 

 

 

Year Ended December 31,

 

From July 11, 2019 to

($ in millions)

 

2021

 

2020

 

December 31, 2019

Share-based compensation expense

 

$22.3

 

$19.4

 

$22.0

Income tax benefit

 

3.4

 

0.5

 

1.1

Activity for the years ended December 31, 2021 and 2020, and the period from July 11, 2019 to December 31, 2019 were as follows:

 

 

 

Class A Common Stock

 

Weighted Average Grant Date Fair Value

Unvested at July 11, 2019

 

 

$                 —

Granted

 

3,275,229

 

12.07

Forfeited (1)

 

321,263

 

11.81

Vested

 

1,135,291

 

11.68

Unvested at December 31, 2019

 

1,818,675

 

12.39

Granted

 

1,389,063

 

18.40

Forfeited (1) (2)

 

80,794

 

13.40

Vested

 

603,513

 

12.10

Unvested at December 31, 2020

 

2,523,431

 

15.71

Granted

 

994,287

 

22.68

Forfeited (1) (2)

 

418,330

 

16.46

Vested

 

583,754

 

15.63

Unvested at December 31, 2021

 

2,515,634

 

$18.30

 

 

 

 

 

(1)

Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.

(2)

The forfeited shares include employee terminations during the years ended December 31, 2021 and 2020; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. 

 

Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $22.7 million as of December 31, 2021, which is expected to be recognized as expense over the weighted-average period of 2.45 years. Unrecognized compensation expense related to unvested PSUs, RSAs, and RSUs was $23.7 million as of December 31, 2020, which is expected to be recognized as expense over the weighted-average period of 2.61 years. Unrecognized compensation expense related to unvested RSAs, RSUs and PSUs was $17.5 million as of December 31, 2019, which is expected to be recognized as expense over the weighted-average period of 2.26 years.  

Original Equity Incentives

As a result of the change in ownership of Hawk Parent, 9,171 previously unvested profit interest units of the Predecessor with a weighted average grant date fair value of $180.87 were automatically vested, upon the closing of the Business Combination. A summary of the changes in non-vested units outstanding for the period from January 1, 2019 to July 10, 2019 is presented below:

 

 

Units

 

Weighted

average

fair value

per unit

Non-vested units at January 1, 2019

 

9,460

 

$182.83

Activity during the period:

 

 

 

 

Granted

 

 

Vested

 

(9,460)

 

(182.83)

Non-vested units at July 10, 2019

 

 

$                          —

 

During the period from January 1, 2019 to July 10, 2019, the Predecessor incurred $0.9 million of share-based compensation expense, respectively, included in Selling, general and administrative costs in the Consolidated Statements of Operations.