Stock-Based Compensation and Other Compensation Plans
|12 Months Ended|
Dec. 31, 2022
|Stock-Based Compensation and Other Compensation Plans|
|Stock-Based Compensation and Other Compensation Plans||
16.Stock-Based Compensation and Other Compensation Plans
2021 Equity Incentive Plan
In connection with the IPO, our Board of Directors adopted the 2021 Plan. The 2021 Plan allows for the grant of stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights (SARs), alone or in conjunction with other awards; restricted stock and restricted stock units (RSUs); incentive bonuses, which may be paid in cash, stock, or a combination thereof; and other stock-based awards. We refer to these collectively herein as Awards.
The 2021 Plan is administered by our compensation committee, or such other committee designated by our Board of Directors to administer the plan.
The maximum number of shares of Class A common stock that may be issued under the 2021 Plan will not exceed 5,350,000 shares (the “Share Pool”), subject to certain adjustments in the event of a change in our capitalization.
Restricted Stock and Restricted Stock Units
RSU activity was as follows:
The RSUs granted generally vest in the following installments: (i) at the first anniversary of the award date, (ii) at the second anniversary of the award date, and (iii) at the third anniversary of the award date. The grant date fair value of the awards was determined using the Company’s closing stock price on the last business day prior to the date of grant. Unvested shares of restricted stock and RSUs participate in nonforfeitable dividends or distributions with the common equity holders of the Company.
The total fair value of RSUs that vested during 2022 was $9.8 million. The weighted average grant date fair value of RSUs granted during 2021 was $12.68 per share.
As of December 31, 2022, $15.1 million of compensation cost related to all of our unvested shares of restricted stock and RSUs remained to be recognized. The cost is expected to be recognized over a weighted-average period of 2.0 years. Common stock dividends are paid on unvested shares of restricted stock and RSUs. We issue new shares of our common stock when awarding restricted stock and RSUs.
Performance-Based Restricted Stock Units
During the year ended December 31, 2022, we granted 167,228 PSUs, with a weighted average grant date fair value of $25.36, to management under the 2021 Plan. The performance criteria for the PSUs are split as follows:
The vesting and payout of the PSUs occur when the related service condition is completed, which is approximately three years after the grant date regardless of the duration of the stipulated performance period. The PSUs can be paid out in either Class A common stock or cash, at our election. Dividends accrue on PSUs and are paid upon vesting. As of December 31, 2022, $2.6 million of compensation cost related to unvested PSUs remained to be recognized. The cost is expected to be recognized over a weighted-average period of 2.0 years.
The grant date fair value was determined using the Monte Carlo simulation method and is expensed ratably over the service period. Expected volatilities used in the fair value simulation were estimated using historical periods consistent with the remaining performance periods. The risk-free rate was based on the U.S.
Treasury rate for a term commensurate with the expected life of the grant. We used the following assumptions to estimate the fair value of PSUs granted during the year ended December 31, 2022:
PSU activity during the period was as follows:
For the years ended December 31, 2022 and 2021, we recognized total stock-based compensation expense of $12.0 million and $1.6 million, respectively, of which $11.4 million and $1.5 million, respectively, was included in general and administrative expenses and $0.6 million and $0.1 million was included in direct operating costs. The related tax benefit was $1.3 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively.
We sponsor a Safe Harbor 401(k) Plan with a Company match of up to 4% of the employee’s salary. We made contributions of $0.6 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively.
The entire disclosure for share-based payment arrangement.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef