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Stock Compensation and Share Repurchase Plan | 12 Months Ended
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Dec. 31, 2023
Equity [Abstract] |
Stock Compensation and Share Repurchase Plan | Stock Compensation and Share Repurchase Plan In connection with the Merger, all outstanding restricted equity units granted under UHC’s equity plans were legally assumed by Columbia and adjusted so that its holder was entitled to receive shares of Columbia's common stock equal to the product of (a) the number of shares of UHC common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded to the nearest whole share of Columbia common stock, as applicable, and was otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date) and cash dividend equivalent rights). For any outstanding UHC restricted equity units that were subject to performance-based vesting at multiple achievement levels, the number of shares of UHC common stock underlying such units was calculated and fixed as of the Merger Date assuming achievement of the applicable performance conditions at the greater of target (100%) performance level or the actual level of achievement of UHC’s performance results through the latest practicable date before the Merger Date, and such units converted into service-based vesting awards with the applicable vesting date to be the last day of the original performance period. In connection with the Merger, all outstanding and unvested performance-based restricted stock units and time-vesting restricted stock units and awards, granted under Columbia's equity plans, that were outstanding immediately before the Merger Date continued to be units or awards in respect of Columbia common stock following the Merger, subject to the same terms and conditions that were applicable to such awards before the Merger Date, except with respect to performance-based restricted stock units. Because the Merger constituted a change in control for purposes of the Columbia equity awards, the performance-based restricted stock units for which performance results had not been measured were measured as of the latest practicable date before the Merger Date and the number of performance-based restricted stock units was fixed at the greater of the target (100%) performance level or the actual level of achievement of Columbia's performance results, and such awards converted into service-based vesting awards with the applicable vesting date to be the last day of the original performance period. Columbia's outstanding time-vested RSUs and RSAs will continue to vest based on the executives' continued service through the end of the original service period. The fair value of share-based units and awards are recognized as compensation expense over the requisite service or performance period. The total compensation cost related to restricted shares of Company stock granted to employees and included in salaries and employee benefits on the Consolidated Statements of Operations was $13.7 million, $9.3 million, and $9.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. For the years ended December 31, 2023, 2022, and 2021, the Company received income tax benefits of $3.7 million, $3.3 million, and $2.4 million, respectively, related to the vesting of RSUs and RSAs. The tax deficiency or benefit is recorded as income tax expense or benefit in the period the shares are vested. Restricted Stock Units The Company grants RSUs periodically to employees and directors. RSUs provide for an interest in Company common stock to the recipient, with such units held in escrow until certain conditions are met. RSUs provide for vesting requirements that include time-based, performance-based, or market-based conditions. RSUs generally vest over three years, subject to time or time plus performance vesting conditions. Recipients of RSUs do not pay any cash consideration to the Company for the units and the holders of the restricted units do not have voting rights; however, the holder accrues dividends, which are paid out when the shares vest. The fair value of time-based and performance-based units is equal to the fair market value of the Company’s common stock on the grant date. The fair value of market-based units is estimated on the grant date using the Monte Carlo simulation model, which incorporates assumptions as to stock price volatility, the expected life of awards, a risk-free interest rate and dividend yield. The following table summarizes information about nonvested RSU activity for the year ended December 31, 2023:
| December 31, 2023 |  |  |  |
(shares in thousands) | RSUs Outstanding |  | Weighted Average Grant Date Fair Value |  |  |  |  |  |  |  |
Balance, beginning of period (1) | 730 |  |  | $ | 31.98 |  |  |  |  |  |  |  |  |
Assumed | 290 |  |  | $ | 30.17 |  |  |  |  |  |  |  |  |
Granted | 640 |  |  | $ | 30.14 |  |  |  |  |  |  |  |  |
Vested/released | (457) |  |  | $ | 30.32 |  |  |  |  |  |  |  |  |
Forfeited/expired | (26) |  |  | $ | 32.31 |  |  |  |  |  |  |  |  |
Balance, end of period | 1,177 |  |  | $ | 31.19 |  |  |  |  |  |  |  |  |
(1) Periods prior to February 28, 2023 have been restated based on the exchange ratio from the Merger of 0.5958. The compensation cost related to RSUs in Company stock granted to employees and included in salaries and employee benefits on the Consolidated Statements of Operations was $13.5 million, $9.3 million, and $9.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. The total fair value of RSUs vested and released was $13.9 million, $11.0 million, and $9.5 million, for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there was $20.7 million of total unrecognized compensation cost related to nonvested RSUs which is expected to be recognized over a weighted-average period of 1.81 years, assuming expected performance conditions are met for certain units. Restricted Stock Awards Restricted stock awards provide for the immediate issuance of shares of Company common stock to the recipient, with such shares held in escrow until certain conditions are met. RSAs provide for vesting requirements that include time-based, generally vesting over three years, performance-based, or market-based conditions. Recipients of RSAs do not pay any cash consideration to the Company for the shares and the holders of the restricted shares have voting rights and the holder accrues dividends, which are paid out when the shares vest. The fair value of time-based and performance-based share awards is equal to the fair market value of the Company’s common stock on the grant date. The following table summarizes information about unvested RSA activity for the year ended December 31, 2023:
| December 31, 2023
(shares in thousands) | RSAs Outstanding |  | Weighted Average Grant Date Fair Value
Balance, beginning of period | — |  |  | $ | — |
Assumed | 508 |  |  | $ | 29.73 |
Granted | 114 |  |  | $ | 23.15 |
Vested/released | (95) |  |  | $ | 29.68 |
Forfeited/expired | (28) |  |  | $ | 29.71 |
Balance, end of period | 499 |  |  | $ | 28.24 |
The compensation cost related to RSAs in Company stock granted to employees and included in salaries and employee benefits on the Consolidated Statements of Operations was $194,000 for the year ended December 31, 2023. The total fair value of RSAs vested and released was $2.8 million for the year ended December 31, 2023. As of December 31, 2023, there was $1.6 million of total unrecognized compensation cost related to nonvested RSAs which is expected to be recognized over a weighted-average period of 2.08 years, assuming expected performance conditions are met. Share Repurchase Plan As of December 31, 2023, the Company does not have a current share repurchase authorization from the Board of Directors. In 2021, the Company approved a share repurchase program, which authorized the Company to repurchase up to $400 million of common stock; the share repurchase program expired on July 31, 2022. During the years ended December 31, 2023 and 2022, there were no shares repurchased under share repurchase plans, as compared to 2.4 million shares, as adjusted for the Merger exchange ratio, repurchased under a previous share repurchase plan, in the year ended December 31, 2021. The Company also has restricted stock plans which provide for the payment of withholding taxes by tendering previously owned or recently vested shares. Restricted shares cancelled to pay withholding taxes totaled 261,000, 120,000, and 89,000 shares during the years ended December 31, 2023, 2022, and 2021, respectively.

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