Share-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

SHARE-BASED COMPENSATION

At March 31, 2022, Old National had 88,000 shares remaining available for issuance under the Company’s Amended and Restated 2008 Incentive Compensation Plan.  The granting of awards to key employees is typically in the form of restricted stock awards or units.

Restricted Stock Awards

Old National granted 0.9 million time-based restricted stock awards to certain key employees during the three months ended March 31, 2022. Shares generally vest annually over a three year period, cliff vest in three years from the grant date, or vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.  At March 31, 2022, unvested shares totaled 2.1 million. Compensation expense is measured as the fair value of the award at grant date recognized over the service period of the award. Shares are subject to certain restrictions and risk of forfeiture by the participants.  At March 31, 2022, unrecognized compensation expense for unvested restricted stock awards was $28.5 million.  

Old National recorded share-based compensation expense, net of tax, related to restricted stock awards of $2.4 million during the three months ended March 31, 2022, compared to $0.7 million for the three months ended March 31, 2021. The increase was primarily due to restricted stock awards granted to eligible former First Midwest employees who are now Old National employees.

Restricted Stock Units

Old National granted 1.2 million shares of performance based restricted stock units to certain key officers during the three months ended March 31, 2022. Shares vest at the end of a 24 or 36 month period based on the achievement of certain targets. If targets are achieved prior to the end of the 24 month performance period, vesting can be accelerated. At March 31, 2022, unvested shares totaled 2.1 million. Compensation expense is recognized on a straight line basis over the performance period of the award. For certain awards, the level of performance could increase or decrease the number of shares earned.  Shares are subject to certain restrictions and risk of forfeiture by

the participants.  As of March 31, 2022, there was $26.0 million of unrecognized compensation cost related to unvested restricted stock units.

Old National recorded share-based compensation expense, net of tax, related to restricted stock units of $2.4 million during the three months ended March 31, 2022, compared to $0.6 million during the three months ended March 31, 2021.

Stock Options and Appreciation Rights

Old National has not granted stock options since 2009. However, Old National did acquire stock options and stock appreciation rights through its prior acquisitions. Old National recorded no incremental expense associated with the conversion of these options and stock appreciation rights. At March 31, 2022, 8 thousand stock appreciation rights remained outstanding.