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Stock-Based Compensation
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock Options
The Company has outstanding stock options assumed from acquisitions. A summary of the status of, and changes in, the Company's stock option awards for the nine months ended September 30, 2022, follows:
SharesWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Life
Options outstanding at December 31, 202131,386$23.53 4.88
Expired(440)23.53 
Options outstanding at September 30, 202230,946$23.53 4.13
Options exercisable at September 30, 202230,946$23.53 4.13
2020 Equity Plan
Under the terms of the 2020 Equity Plan, the Company has granted RSU, PSU, and DSU awards. Upon vesting/delivery, shares are expected (though not required) to be issued from treasury.
RSU Awards
The Company grants RSUs to members of management periodically throughout the year. Each RSU is equivalent to one share of the Company’s common stock. These units have requisite service periods ranging from one year to five years, subject to accelerated vesting upon eligible retirement from the Company. Recipients earn quarterly dividend equivalents on their respective units which entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances.
PSU Awards
The Company also grants PSU awards to members of management periodically throughout the year. Each PSU is equivalent to one share of the Company’s common stock. The number of units that ultimately vest will be determined based on the achievement of the market or other performance goals, subject to accelerated service-based vesting conditions upon eligible retirement from the Company.
DSU Awards
The Company grants DSUs, which are restricted stock units with a deferred settlement date, to its directors and advisory directors. Each DSU is equivalent to one share of the Company’s common stock. DSUs vest over a one-year period following the grant date. These units generally are subject to the same terms as RSUs under the 2020 Equity Plan, except that, following vesting, settlement occurs within 30 days following the earlier of separation from the board or a change in control of the Company. After vesting and prior to delivery, these units will continue to earn dividend equivalents.
Award Grants and Activity
A summary of changes in the Company’s RSU, PSU, and DSU awards for the nine months ended September 30, 2022, is as follows:
RSU AwardsPSU AwardsDSU Awards
SharesWeighted-
Average
Grant Date
Fair Value
Shares1
Weighted-
Average
Grant Date
Fair Value
SharesWeighted-
Average
Grant Date
Fair Value
Nonvested at December 31, 20211,147,927$23.97 113,915$22.86 34,135$24.59 
Granted 156,48325.79 195,24026.14 32,65825.79 
Dividend equivalents earned 33,69024.56 — 4,15624.47 
Vested (152,992)28.93 — (40,140)24.67 
Forfeited (35,172)23.51 (4,556)24.86 — 
Nonvested at September 30, 20221,149,936$23.59 304,599$24.93 30,809$25.75 
Vested and outstanding at September 30, 2022116,285$22.82 
1.Shares for PSU awards represent target shares at grant date.
On March 23, 2022, under the terms of the 2020 Equity Plan, the Company granted 156,483 RSUs to members of management. The grant date fair value of the award totaled $4.0 million and will be recognized as compensation expense over the requisite service period ranging from one year to five years. The terms of these awards included an accelerated vesting provision upon eligible retirement from the Company, after a one-year minimum requisite service period. Subsequent to the requisite service period, the awards will become 100% vested.
On March 23, 2022, the Company granted a target of 78,233 market-based PSUs with a maximum award of 125,173 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a market-based total shareholder return performance goal. The grant date fair value of the award is $2.1 million and will be recognized in compensation expense over the performance period ending December 31, 2024.
On March 23, 2022, the Company granted a target of 78,233 performance-based PSUs with a maximum award of 125,173 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a core return on average tangible common equity performance goal. The grant date fair value of the award is $2.0 million and will be recognized in compensation expense over the performance period ending December 31, 2024. The actual amount of compensation expense recognized may vary, subject to achievement of the performance goal.
Further, on March 23, 2022, the Company granted a target of 38,774 PSUs with a maximum award of 77,548 units. The actual number of units issued at the vesting date could range from 0% to 200% of the initial grant, depending on attaining a performance goal based upon the compounded annual revenue growth rate of the FirsTech operating segment. The grant date fair value of the award is $1.0 million and will be recognized in compensation expense over the performance period ending December 31, 2024, subject to achievement of the performance goal.
On March 23, 2022, the Company granted 32,658 DSUs to directors and advisory directors. The grant date fair value of the award totaled $0.8 million and will be recognized as compensation expense over the requisite service period of one year. Subsequent to the requisite service period, the awards will become 100% vested.
2021 Employee Stock Purchase Plan
The First Busey Corporation 2021 ESPP was approved at the Company’s 2021 Annual Meeting of Stockholders and details can be found within First Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021. The purpose of the 2021 ESPP is to provide a means through which our employees may acquire a proprietary interest in the Company by purchasing shares of our common stock at a 15% discount through voluntary payroll deductions, to assist us in retaining the services of our employees and securing and retaining the services of new employees, and to provide incentives for our employees to exert maximum efforts toward our success. The plan initially reserved for issuance and purchase an aggregate of 600,000 shares of the Company’s common stock. The first offering under this plan began on July 1, 2021.
Stock-based Compensation Expense
The Company did not record any stock option compensation expense for the three or nine months ended September 30, 2022, or 2021. As of September 30, 2022, the Company did not have any unrecognized stock option compensation expense.
The Company recognized compensation expense related to nonvested RSU, PSU, and DSU awards, as well as the 2021 ESPP, as summarized in the table below (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Stock-based compensation expense
RSU awards$1,072 $1,316 $3,521 $4,362 
PSU awards1
1,172 290 2,342 619 
DSU awards196 231 679 741 
2021 ESPP36 54 179 54 
Total stock-based compensation expense$2,476 $1,891 $6,721 $5,776 
1.Expense for market-based PSU awards represents amounts based on target shares at grant date. Expense for performance-based PSU awards represents amounts based on target shares at grant date, adjusted for performance expectations as of the date indicated.
Unamortized compensation expense related to nonvested RSU, PSU, and DSU awards is summarized in the table below (dollars in thousands):
As of
September 30,
2022
December 31,
2021
Unamortized stock-based compensation
RSU awards$9,966 $10,204 
PSU awards1
5,279 1,547 
DSU awards371 209 
Total unamortized stock-based compensation$15,616 $11,960 
Weighted average period over which expense is to be recognized
2.6 yrs
2.9 yrs
1.Unamortized expense for market-based PSU awards represents amounts based on target shares at grant date. Unamortized expense for performance-based PSU awards represents amounts based on target shares at grant date, adjusted for performance expectations as of the date indicated.
Shares Available for Issuance Under Stock-based Compensation Plans
Shares remaining available for issuance pursuant to authorized stock-based compensation plans were as follows as of September 30, 2022:
PlanShares Remaining
Available for Issuance
Pursuant to the Plan
2020 Equity Plan645,563
2021 Employee Stock Purchase Plan519,577