Share Based Compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

11. Share Based Compensation

Omnibus Incentive Plan

At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of 7,326,728 shares of Class A common stock for issuance thereunder. The Incentive Plan initially became effective immediately upon the closing of the Business Combination. In June 2022, the Incentive Plan was amended and restated to reserve an additional 6,500,000 shares of Class A common stock for issuance thereunder. In May 2024, the Incentive Plan was again amended and restated to reserve an additional 8,400,000 shares of Class A common stock for issuance thereunder.

Under this plan, the Company currently has four types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based stock options (“PSOs”).

Share-Based Awards

The following table summarizes share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards. Share-based compensation expenses are recorded within Selling, general and administrative in the Company’s Condensed Consolidated Statement of Operations.


	Three Months Ended March 31,
($ in millions)	2025		2024
Share-based compensation expense	$	5.3	$	6.3
Income tax benefit		2.2		2.2

Activity for RSAs for the three months ended March 31, 2025 was as follows:


	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at December 31, 2024		3,985,097	$	8.31
Granted		2,327,269		6.29
Forfeited (1)		524,723		8.88
Vested		743,648		9.26
Unvested at March 31, 2025		5,043,995	$	7.18

(1)

The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the Incentive Plan during the three months ended March 31, 2025; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan.

Activity for RSUs for the three months ended March 31, 2025 was as follows:


	Class A Common Stock		Weighted Average Grant Date Fair Value
Unvested at December 31, 2024		130,923	$	9.70
Granted		—		—
Forfeited		—		—
Vested		—		—
Unvested at March 31, 2025		130,923	$	9.70

Activity for PSUs for the three months ended March 31, 2025 was as follows:


	Class A Common Stock (1)		Weighted Average Grant Date Fair Value
Unvested at December 31, 2024		1,865,080	$	10.57
Granted		1,132,134		7.78
Forfeited		33,118		13.03
Vested		—		—
Unvested at March 31, 2025		2,964,096	$	9.48

(1)

Represent shares to be paid out at 100% target level.

For PSUs, RSAs, and RSUs vested during the three months ended March 31, 2025, the total fair value, based upon the Company’s Class A common stock price at the date vested, was $9.2 million. Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $42.5 million at March 31, 2025, which is expected to be recognized as expense over the weighted-average period of 2.1 years.

Stock Options

Activity for PSOs for the three months ended March 31, 2025 was as follows:


	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2024		1,089,930		6.13		7.0	$	1,634,895
Granted		—		—
Forfeited		—		—
Exercised		—		—
Outstanding at March 31, 2025		1,089,930	$	6.13		7.0	$	(610,361	)

Options vested and exercisable at March 31, 2025		294,462	$	6.13		7.0	$	(164,899	)

The Company recognized compensation expense for PSOs of $0.2 million and $0.5 million during the three months ended March 31, 2025 and 2024, respectively. Unrecognized compensation expense related to outstanding PSOs was $0.3 million at March 31, 2025, which is expected to be recognized as expense over the weighted-average period of 1.0 years.

Employee Stock Purchase Plan

On August 18, 2021, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan. The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company’s Class A common stock through accumulated payroll deductions. A total of 1,000,000 shares of the Company’s Class A common stock are available for issuance under the ESPP. Under the ESPP, participants are offered the right to purchase shares of the Company’s Class A common stock at a discount during a series of offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to twenty-seven months long.