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Stock Options and Restricted Shares (Tables) | 3 Months Ended
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Mar. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Summary of Stock Option Activity | A summary of the stock option activity within the equity incentive plans during the three months ended March 31, 2022 and information regarding, contractual terms remaining, intrinsic values and other matters is as follows:
| Number | Weighted-Average Exercise Price | Weighted-Average Contractual Remaining Term (in years) | Aggregate Intrinsic Value (000's) |
Outstanding at December 31, 2021 | 56,147 |  | $ | 24.51 |  | 1.19 | $ | 3,985 |  | (1)
Granted | — |  |  |  |  |
Exercised | (6,300) |  |  |  |  |
Forfeited | — |  |  |  |  |
Outstanding at March 31, 2022 | 49,847 |  | $ | 25.00 |  | 1.06 | $ | 3,344 |  | (2)
Options exercisable at March 31, 2022 | 49,847 |  | $ | 25.00 |  | 1.06 | $ | 3,344 |  | (2)
(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $95.50 per common share at December 31, 2021 for the 56,147 options that were in-the-money at December 31, 2021. (2)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted closing price of Pinnacle Financial common stock of $92.08 per common share at March 31, 2022 for the 49,847 options that were in-the-money at March 31, 2022.
Summary of Activity for Unvested Restricted Share Awards | A summary of activity for unvested restricted share awards for the three months ended March 31, 2022 is as follows:
| Number |  | Grant Date Weighted-Average Cost
Unvested at December 31, 2021 | 613,335 |  |  | $ | 64.93 |
Shares awarded | 181,220 |  |  |
Restrictions lapsed and shares released to associates/directors | (131,076) |  |  |
Shares forfeited | (13,785) |  |  |
Unvested at March 31, 2022 | 649,694 |  |  | $ | 76.28 |
Pinnacle Financial has granted restricted share awards to associates and outside directors with a time-based vesting criteria. Compensation expense associated with time-based vesting restricted share awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2022. The table reflects the life-to-date activity for these awards:
Grant year | Group (1) | Vesting period in years | Shares awarded | Restrictions lapsed and shares released to participants | Shares withheld for taxes by participants | Shares forfeited by participants (4) | Shares unvested
Time Based Awards |  |  |  |  |  |  |  |  |
2022 | Associates (2) | 3 | - | 5 | 171,740 |  | 11 |  | 21 |  | 2,455 |  | 169,253 |
Outside Director Awards (3) |  |  |  |  |  |  |  |  |
2022 | Outside directors |  |  | 1 | 9,480 |  | — |  | — |  | — |  | 9,480 |
(1)Groups include employees (referred to as associates above) and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For awards to Pinnacle Financial's directors, dividends are placed into escrow until the forfeiture restrictions on such shares lapse. (2)The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant. (3)Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on March 1, 2023 based on each individual board member meeting attendance goals for the various board and board committee meetings to which each member was scheduled to attend. (4)These shares represent forfeitures resulting from recipients whose employment or board membership was terminated during the year-to-date period ended March 31, 2022. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable.
Summary of Restricted Share Unit awards | Restricted Stock Unit Awards A summary of activity for unvested restricted stock units for the three months ended March 31, 2022 is as follows:
| Number |  | Grant Date Weighted-Average Cost
Unvested at December 31, 2021 | 56,368 |  |  | $ | 71.22 |
Shares awarded | 38,133 |  |  |
Restrictions lapsed and shares released to associates/directors | (18,861) |  |  |
Shares forfeited | (893) |  |  |
Unvested at March 31, 2022 | 74,747 |  |  | $ | 88.19 |
Pinnacle Financial grants restricted stock units to its Named Executive Officers (NEOs) and leadership team members with time-based vesting criteria. Compensation expense associated with time-based vesting restricted stock unit awards is recognized over the time period that the restrictions associated with the awards lapse on a straight-line basis based on the total cost of the award. The following table outlines restricted stock unit grants that were made, grouped by similar vesting criteria, during the three months ended March 31, 2022. The table reflects the life-to-date activity for these awards:
Grant year | Vesting period in years | Shares awarded | Restrictions lapsed and shares released to participants | Shares withheld for taxes by participants | Shares forfeited by participants (1) | Shares unvested
2022 | 3 | 38,133 |  | — |  | — |  | 181 |  | 37,952 |
(1)These shares represent forfeitures resulting from recipients whose employment was terminated during the year-to-date period ended March 31, 2022. Dividend equivalents are held in escrow for award recipients for dividends paid prior to the forfeiture restrictions lapsing. Such dividend equivalents are not released from escrow if an award is forfeited. Performance Stock Unit Awards The following table details the performance stock unit awards outstanding at March 31, 2022:
| Units Awarded |  |  |  |
Grant year | NEOs (1) | Leadership Team other than NEOs | Applicable performance periods associated with each tranche (fiscal year) | Service period per tranche (in years) | Subsequent holding period per tranche (in years) | Period in which units to be settled into shares of common stock(2)
2022 | 56,465 | — | 135,514 |  | 32,320 |  | 2022-2024 | 0 | 0 | 2025
2022 | — | — | 230,000 |  | — |  | 2022-2024 | 0 | 1 | 2026
2021 | 89,234 | — | 214,155 |  | 45,240 |  | 2021-2023 | 0 | 0 | 2024
2020 | 136,137 | — | 204,220 |  | 59,648 |  | 2020 | 2 | 3 | 2025
|  |  |  |  | 2021 | 2 | 2 | 2025
|  |  |  |  | 2022 | 2 | 1 | 2025
2019 | 166,211 | — | 249,343 |  | 52,244 |  | 2019 | 2 | 3 | 2024
|  |  |  |  | 2020 | 2 | 2 | 2024
|  |  |  |  | 2021 | 2 | 1 | 2024
2018 | 96,878 | — | 145,339 |  | 25,990 |  | 2018 | 2 | 3 | 2023
|  |  |  |  | 2019 | 2 | 2 | 2023
|  |  |  |  | 2020 | 2 | 1 | 2023
(1)The named executive officers are awarded a range of awards that generally may be earned based on attainment of goals between a target level of performance and a maximum level of performance. The 230,000 performance units awarded to the NEOs in 2022 may be earned based on target level performance and do not include maximum level payout. (2)Performance stock unit awards granted in or after 2021, if earned, will be settled in shares of Pinnacle Financial Common Stock in the period noted in the table, if the performance criterion included in the applicable performance unit award agreement are met.

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- Definition Tabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
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- Definition Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for stock options and stock appreciation rights that were outstanding at the beginning and end of the year, exercisable at the end of the year, and the number of stock options and stock appreciation rights that were granted, exercised or converted, forfeited, and expired during the year. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
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