The Company maintains incentive compensation plans that incorporate share-based payment arrangements for associates and directors. The current plan under which share-based awards may be granted, the 2020 Long Term Incentive Plan (the “2020 Plan”), was approved by the Company’s stockholders at the 2020 annual meeting as a successor to the Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”). Certain share-based awards remain outstanding under the 2014 Plan and prior equity incentive compensation plans, but no future awards may be granted thereunder.

The Compensation Committee of the Company’s Board of Directors administers the equity incentive plans, makes determinations with respect to participation by employees or directors and authorizes the share-based awards. Under the 2020 Plan, participants may be awarded stock options (including incentive stock options for associates), restricted shares, performance stock awards and stock appreciation rights, all on a stand-alone, combination or tandem basis. To date, the Committee has awarded stock options, tenure-based restricted share awards and units, and performance stock units under the 2020 Plan and the prior equity incentive plans.

Under the 2020 Plan, future awards may be granted for the issuance of an aggregate of 3,900,000 shares of the Company’s common stock, plus a number of additional shares of the Company’s common stock (not to exceed 1,000,000) for which awards under the 2014 Plan are cancelled, expired, forfeited or otherwise not issued, or settled in cash. The 2020 Plan limits the number of shares for which awards may be granted to any participant during any calendar year to 250,000 shares. The Company may use authorized unissued shares or shares held in treasury to satisfy awards under the 2020 Plan.

As of December 31, 2024, there were approximately 1.4 million shares available for future issuance under the 2020 equity compensation plan.

For the years ended December 31, 2024, 2023 and 2022, total share-based compensation expense recognized in income was $22.7 million, $24.7 million and $23.5 million, respectively. The total recognized tax benefit related to the share-based compensation was $6.3 million, $5.7 million and $7.0 million for 2024, 2023 and 2022, respectively.

A summary of the Company’s nonvested restricted and performance shares for the year ended December 31, 2024 is presented below:


	Number of Shares			Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2024		1,457,401		$	44.65
Granted		789,726			42.38
Vested		(670,957	)		39.08
Cancelled/Forfeited		(184,934	)		43.97
Nonvested at December 31, 2024		1,391,236		$	46.14

At December 31, 2024, there was $44.4 million of total unrecognized compensation expense related to nonvested restricted and performance share awards and units expected to vest in the future. This compensation is expected to be recognized in expense over a weighted-average period of 3.0 years. The fair value of shares that vested during the years ended December 31, 2024 and 2023 totaled $24.0 million and $18.4 million, respectively.

During the year ended December 31, 2024, the Company granted 550,976 restricted stock units (RSUs) to certain eligible employees. The holders of unvested restricted stock units have no rights as a shareholder of the Company, including voting or dividend rights. The Company has elected to award dividend equivalents on each restricted stock unit not deferred under the Company's nonqualified deferred compensation plan. Such dividend equivalents are forfeited should the employee terminate employment prior to the vesting of the RSU.

During the year ended December 31, 2024, the Company granted 47,734 performance share awards subject to a total shareholder return (TSR) performance metric with a grant date fair value of $43.23 per share and 47,734 performance share awards subject to an

adjusted earnings per share performance metric with a grant date fair value of $36.25 per share to key members of executive management. The number of performance shares subject to TSR that ultimately vest at the end of the three-year performance period, if any, will be based on the relative rank of the Company’s three-year TSR among the TSRs of a peer group of 50 regional banks. The fair value of the performance shares subject to TSR at the grant date was determined using a Monte Carlo simulation method. The number of performance shares subject to adjusted earnings per share that ultimately vest will be based on the Company’s attainment of certain adjusted earnings per share goals over the two-year performance period. The maximum number of performance shares that could vest is 200% of the target award. Compensation expense for these performance shares is recognized on a straight line basis over the three-year service period.