Stock-Related Benefits Plans

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

At March 31, 2024, the Company had a total of 11,938,776 shares available for grants as restricted stock, options, or other forms of related rights under the 2020 Incentive Plan, which includes the remaining shares available, converted at the merger conversion factor from the legacy Flagstar Bancorp, Inc. 2016 Stock Plan. The Company granted 1,971,715 shares of restricted stock, with an average fair value of $3.98 per share on the date of grant, during the three months ended March 31, 2024.

The shares of restricted stock that were granted during the three months ended March 31, 2024 and 2023 vest over one to five years. Compensation and benefits expense related to the restricted stock awards is recognized on a straight-line basis over the vesting period and totaled $7 million and $8 million for the three months ended March 31, 2024 and 2023, respectively.

The following table provides a summary of restricted stock award activity:


	Three Months Ended March 31, 2024
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	15,173,941	$	10.49
Granted	1,971,715	3.98
Vested	(2,269,230)	10.84
Forfeited	(775,917)	10.19
Unvested at end of period	14,100,509	$	9.54

As of March 31, 2024, unrecognized compensation cost relating to unvested restricted stock totaled $108 million. This amount will be recognized over a remaining weighted average period of 2.3 years.

The following table provides a summary of activity with regard to Performance-Based Restricted Stock Units ("PSUs") in the three months ended March 31, 2024:


	Number of Shares	Weighted Average Grant Date Fair Value		Performance Period	Expected Vesting Date
Outstanding at beginning of year	1,218,288	$	9.95
Granted	0	—
Released	0	—
Forfeited	(753,636)	10.31
Outstanding at end of period	464,652	9.36		January 1, 2022 - December 31, 2025	March 31, 2025 - 2026

PSUs are subject to adjustment or forfeiture, based upon the achievement by the Company of certain performance standards. Compensation and benefits expense related to PSUs is recognized using the fair value as of the date the units were approved, on a straight-line basis over the vesting period and totaled $1 million for the three months ended March 31, 2024 and 2023. As of March 31, 2024, unrecognized compensation cost relating to unvested restricted stock totaled $2 million. This amount will be recognized over a remaining weighted average period of 1.6 years.

Forfeitures of RSAs and PSUs are accounted for as they occur.

Stock Options

On March 6, 2024 the Company granted 19,000,000 stock options (4,000,000 vest on March 6, 2025 and 15,000,000 shares vest in 12 equal quarterly installments on the final day of each quarter beginning June 30, 2024) to senior executives of the Company. These options expire on March 6, 2034. There were no options granted during the year ended December 31, 2023. The Company generally utilizes the Black- Scholes option pricing model to measure the fair value of stock option grants, although measurements for long-dated options are difficult due to lack of market data appropriate for the instrument lives. No stock options vested during the three months ended March 31, 2024. The Company estimates the options granted in the first quarter of 2024 to have a value of $40 million, which will be recognized in compensation expense over the vesting period.

The following table summarizes stock options activity for the period indicated:


(in thousands, except per share data)	Three Months Ended March 31, 2024
Stock Options	Number of Options		Weighted- Average Exercise Price per Share
Outstanding as of January 1	$	—	$	—
Granted	19,000		2.31
Vested	—		—
Forfeited	—		—
Unvested at end of period	19,000		$	2.31
Exercisable at end of period	—

The following table summarizes outstanding and exercisable stock options by exercise price per share at March 31, 2024(1):


(in thousands, except per share data)	Three Months Ended March 31, 2024
Stock Options	Number of Options	Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Life (in years)
$2.00	15,000	$	2.00	10
$3.46	4,000	3.46		10
All stock options	19,000	2.31		10

(1) There were no options exercisable as of March 31, 2024.