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Stock Incentive Plan | 3 Months Ended
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Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock Incentive Plan | STOCK INCENTIVE PLAN A summary of the restricted stock activity under the Company's 2014 Incentive Plan, as amended, for the three months ended March 31, 2024 and 2023 is included in the table below, as well as compensation expense recognized from the amortization of the value of shares over the applicable vesting periods.
|  | Three Months Ended March 31, |  |
(Dollars and shares in thousands) | 2024 | 2023 |  |  |
Stock-based awards, beginning of period | 1,374 |  | 1,708 |  |  |  |
| Stock in lieu of compensation | 43 |  | 62 |  |  |  |
| Stock awards | 47 |  | 67 |  |  |  |
| Total stock granted | 90 |  | 129 |  |  |  |
| Vested shares (1) | (84) |  | — |  |  |  |
| Forfeited shares | — |  | (1) |  |  |  |
Stock-based awards, end of period | 1,380 |  | 1,836 |  |  |  |
Amortization expense (1) | $ | 2,107 |  | $ | 14,346 |  |  |  |
___________ |
1) Amortization expense for the three months ended March 31, 2023 included accelerated amortization totaling approximately $11.8 million upon the passing of our former CEO and President.
Accelerated Amortization of Restricted Stock The Company's former CEO and President, Timothy Wallace, passed away in March 2023. At the time of his passing, Mr. Wallace had 624,725 shares of restricted stock that had not been fully amortized. In accordance with the terms of his employment agreement, the Company accelerated the unamortized remaining balance of deferred compensation related to his unvested shares and recognized an additional $11.8 million of amortization expense in the first quarter of 2023. Amendment to the 2014 Incentive Plan, Updates to Compensation Programs, and Issuance of RSUs On January 2, 2024, the Company's Board approved and adopted a fourth amendment to the 2014 Incentive Plan that provided for the award of restricted stock units ("RSUs"). The Board also approved and adopted the Third Amended and Restated Alignment of Interest Program (the "Third Alignment of Interest Program"), which superseded the Second Amended and Restated Alignment of Interest Program. The Third Alignment of Interest Program implemented (i) a maximum elective deferral percentage amount of salary and bonus to 50% to the acquisition of restricted stock for certain participants in the program (previously 100%), and (ii) limited the duration of the restriction period election depending on the retirement eligibility date per their employment agreements. These changes were effective beginning January 1, 2024 for salary and other compensation deferrals and will be effective for performance periods commencing on and after July 1, 2024 for cash bonus deferrals. Further, the Board approved and adopted the Third Amended and Restated Executive Officer Incentive Program (the "Third Executive Officer Incentive Program"), which superseded the Second Amended and Restated Executive Officer Program, other than with respect to the individual and company performance awards for the performance period running from July 1, 2023 to June 30, 2024. The Third Executive Officer Incentive Program allows for the grant of RSUs. The Company historically granted long-term incentive awards to its executive officers which was comprised of restricted stock that vested in 8 years, based on backward-looking performance metrics. On January 2, 2024, the Board approved and adopted a new incentive compensation structure for its executive officers, including the issuance of time-based and performance-based RSUs with three-year forward-looking performance targets beginning with an initial performance period beginning July 1, 2023. On January 2, 2024, the Company granted performance-based and time-based RSUs to its executive officers under the 2014 Incentive Plan and the Third Executive Officer Incentive Program. These RSUs with a grant date value totaling $2.6 million are forward-looking with a three-year performance period beginning July 1, 2023. The performance-based RSUs were valued by independent specialists utilizing a Monte Carlo simulation to calculate the weighted average grant date fair values of $13.67 per share for the Absolute TSR units and $20.77 per share for the Relative TSR units. The grant date fair value of the Time-based TSR units was based on the Company's stock price on the grant date of $26.62. The combined weighted average grant date fair value of the RSUs granted was $19.24 per share. The following assumptions were used in valuing the performance-based RSUs:
Volatility | 25.0 | % |  |  |
Dividend assumption | 5.4 | % |  |  |
Expected term | 3 years |  |  |
Risk-free rate | 4.3 | % |  |  |
Stock price (per share) | $ | 26.62 |  |  |  |
A summary of the Company's RSU activity during the three months ended March 31, 2024 and 2023, respectively, is included in the table below, as well as compensation expense recognized from the amortization of the value of RSUs over the applicable vesting periods.
|  | Three Months Ended March 31,
(Dollars and RSUs in thousands) | 2024 | 2023
Restricted Stock Units, beginning of period | — |  | — |
| Absolute TSR Performance-based RSUs granted | 57 |  | — |
| Relative TSR Performance-based RSUs granted | 43 |  | — |
| Time-based RSUs granted | 34 |  | — |
| Total RSUs granted | 134 |  | — |
| Vested RSUs | — |  | — |
| Forfeited RSUs | — |  | — |
Restricted Stock Units, end of period | 134 |  | — |
Amortization expense | $ | 317 |  | $ | — |
Grant Date Value Remaining at period end to be Amortized During the Performance Period | $ | 2,253 |  | $ | — |
______________
(1) The number of Performance-based RSUs granted were based on target levels. Actual number of shares granted will be based on performance at the end of the performance period which is June 30, 2026. The Performance-based RSUs, if earned, will vest at the end of the performance period.
(2) The number of Time-based RSUs granted were based on target levels. One-third of these RSUs will vest on each of June 30, 2024, 2025, 2026.
Restricted Stock Issuances On January 12, 2024, pursuant to the 2014 Incentive Plan and the Third Alignment of Interest Program, the Company granted 79,533 shares of restricted stock to its employees, in lieu of salary, that will cliff vest between three and eight years. Of the shares granted, 43,292 shares of restricted stock were granted in lieu of compensation from the program pool and 36,241 shares of restricted stock were awarded based on the restriction period elected from the plan pool. Also, on January 12, 2024, pursuant to the 2014 Incentive Plan and the Non-Executive Officer Incentive Program, the Company granted 10,159 shares of restricted stock to certain employees that will cliff vest in five years. Adoption of the 2024 Incentive Plan On March 4, 2024, the Company's Compensation Committee and Board of Directors adopted and approved the 2024 Incentive Plan (the "Plan"). On April 17, 2024, the Company's Board of Directors adopted and approved an amendment to the Plan to remove a sentence related to reload options. The Plan, as amended, is subject to approval by our stockholders at the annual meeting. The 2024 Incentive Plan, if approved, will replace our 2014 Incentive Plan which expired on March 31, 2024. The Plan, which will expire on March 4, 2034, implements several changes including, among others, the following: •Freezes all awards under the 2014 Incentive Plan as of its expiration date; •Removes the "evergreen provision" which allowed for the incremental automatic increase in the number of shares of common stock reserved for issuance under the Plan; •Increases the number of shares of common stock authorize for issuance under the Plan to 1,150,000; and •Expands the types of awards that may be awarded under the Plan.

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