Share-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Note 11. Share-Based Compensation

The Company previously adopted the 2015 Plan (including re-approval as amended and restated in April 2017 and May 2021). On May 16, 2024, the stockholders of the Company approved the 2024 Plan. As of June 30, 2025, subject to adjustments as provided in the 2024 Plan, the maximum aggregate number of shares of the Company’s common stock that could be issued under the 2024 Plan could not exceed the sum of (i) 381,000 shares plus (ii) any shares remaining available for the grant of awards as of May 16, 2024 under the 2015 Plan, plus (iii) any shares subject to an award granted under the 2015 Plan which award is forfeited, cash-settled, cancelled, terminated, expires, or lapses for any reason after May 16, 2024 without the issuance of shares or pursuant to which such shares are forfeited (subject to adjustment for anti-dilution purposes as provided in the 2024 Plan). Of the amount described in the preceding sentence, no more than 381,000 shares may be issued under the 2024 Plan pursuant to the grant of incentive stock options (subject to adjustment for anti-dilution purposes). As of May 16, 2024, there were 1.0 million shares available for grant under the 2024 Plan, inclusive of shares previously available for grant under the 2015 Plan that were rolled over to the 2024 Plan. No further grants will be made under the 2015 Plan. However, awards that are outstanding under the 2015 Plan will continue in accordance with their respective terms. As of June 30, 2025, there were 0.2 million shares available for grant under the 2024 Plan.

For the three months ended June 30, 2025 and 2024, the Company recorded share-based compensation expense of $2.8 million and $3.3 million, respectively. The Company recorded $6.3 million and $5.1 million in share-based compensation expense for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, unrecognized share-based compensation expense to be recognized over future periods approximated $17.0 million. This amount will be recognized as expense over a weighted-average period of 1.9 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of the agreement. All share-based compensation is classified as equity awards. During the three and six months ended June 30, 2025, share-based compensation of $0.1 million and $0.2 million was capitalized as software, respectively. There was no capitalization of share-based compensation during the three and six months ended June 30, 2024.

The Company allows for the settlement of share-based awards on a net share basis. With net share settlement, the employee does not surrender any cash or shares upon the exercise of stock options or the vesting of stock awards or stock units. Rather, the Company withholds the number of shares with a value equivalent to the option exercise price (for stock options) and the statutory tax withholding (for all share-based awards). Net share settlements have the effect of reducing the number of shares that would have otherwise been issued as a result of exercise or vesting.

Long-term incentive program: The Company issues PRSUs, service-based RSUs, and RSAs to certain members of senior management under the Company’s LTIP. Recurring annual grants are made at the discretion of the Board. The annual grants are subject to cliff- and graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements. Vested PRSUs are subject to an additional one-year holding period following the vesting date. The actual value of the PRSUs that may be earned can range from 0% to 150% of target based on relative total shareholder return, plus an additive 20% based on pre-provision return on assets over the performance period, resulting in a maximum payout of 170%.

PRSUs granted prior to 2025 may earn 0% to 150% of target based on positive or negative cumulative total shareholder return concluding at the end of the third calendar year.

Key team member incentive program: The Company also has a KTIP for certain other members of senior management. Recurring annual participation in the program is at the discretion of the Board and executive management. The annual grants are subject to graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements.

Prior to 2024, the annual grant was subject to performance over a one-year period. Payout under the program ranged from 0% to 150% of target based on the achievement of five Company performance metrics and individual performance goals (subject to continued employment and certain other terms and conditions of the program). If earned, an RSA was issued following the one-year performance period that vested ratably over a subsequent two-year period (subject to continued employment or as otherwise provided in the underlying award agreement).

Inducement and retention program: From time to time, the Company issues stock awards and other long-term incentive awards in conjunction with employment offers to select new employees and retention grants to select existing employees. The Company issues these awards to attract and retain talent and to provide market competitive compensation. The grants have various vesting terms, including fully-vested awards at the grant date, cliff-vesting, and graded-vesting over periods of up to five years (subject to continued employment or as otherwise provided in the underlying award agreements).

Non-employee director compensation program: The Company awards its non-employee directors a cash retainer and shares of restricted common stock. The RSAs are granted on the fifth business day following the Company’s annual meeting of stockholders and fully vest upon the earlier of the first anniversary of the grant date or the completion of the directors’ annual service to the Company (so long as the period between the date of the annual stockholders’ meeting related to the grant date and the date of the next annual stockholders’ meeting is not less than 50 weeks).

The following are the terms and amounts of the awards issued under the Company’s share-based incentive programs:

Non-qualified stock options: The exercise price of all stock options is equal to the Company’s closing stock price on the date of grant. Stock options are subject to various vesting terms, including graded- and cliff-vesting over periods of up to five years. In addition, stock options vest and become exercisable in full or in part under certain circumstances, including following the occurrence of a change of control (as defined in the option award agreements). Participants who are awarded options must exercise their options within a maximum of ten years of the grant date.

The following table summarizes the stock option activity for the six months ended June 30, 2025:


Dollars and shares in thousands, except per share amounts	Number of Shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Options outstanding at beginning of period		444		$	23.65
Granted		—			—
Exercised		(23	)		18.13
Forfeited		—			—
Expired		—			—
Options outstanding at end of period		421		$	23.94		4.1	$	2,383
Options exercisable at end of period		421		$	23.94		4.1	$	2,383

The following table provides additional stock option information for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in thousands, except per share amounts	2025		2024		2025		2024
Weighted-average grant date fair value per share	$	—	$	—	$	—	$	—
Intrinsic value of options exercised	$	—	$	—	$	401	$	—
Fair value of stock options that vested	$	—	$	—	$	—	$	—

Performance restricted stock units: Compensation expense for PRSUs is based on the fair value of the award estimated on the grant date using the Monte Carlo valuation model. The following are the weighted-average assumptions for the PRSU grants for the periods indicated:


	Six Months Ended June 30,
	2025			2024
Expected volatility		42.0	%		42.5	%
Expected dividends		—			2.3	%
Risk-free rate		4.0	%		5.2	%
Discount for post-vesting restrictions		11.8	%		9.2	%

The following table summarizes PRSU activity for the six months ended June 30, 2025:


Dollars and units in thousands, except per unit amounts	Units			Weighted-Average Grant Date Fair Value Per Unit
Non-vested units at beginning of period		311		$	33.93
Granted		135			25.90
Achieved performance adjustment		(24	)		52.07
Vested		(43	)		52.07
Forfeited		—			—
Non-vested units at end of period		379		$	27.86

The following table provides additional PRSU information for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in thousands, except per unit amounts	2025		2024		2025		2024
Weighted-average grant date fair value per unit	$	—	$	26.21	$	25.90	$	26.21
Fair value of PRSUs that vested	$	—	$	—	$	2,237	$	—

Performance-contingent restricted stock units: Compensation expense for performance-contingent RSUs was based on the Company’s closing stock price on the date of grant and the probability that certain financial goals would be achieved over the performance period. Compensation expense was estimated based on expected performance and was adjusted at each reporting period.

There was no performance-contingent RSU balance or activity for the six months ended June 30, 2025.

The following table provides additional performance-contingent RSU information for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in thousands, except per unit amounts	2025		2024		2025		2024
Weighted-average grant date fair value per unit	$	—	$	—	$	—	$	—
Fair value of RSUs that vested	$	—	$	1,371	$	—	$	1,371

Restricted stock units: The fair value and compensation expense of the primary portion of the Company’s service-based RSUs are calculated using the Company’s closing stock price on the date of grant. These RSUs include RSUs granted pursuant to the Company’s LTIP.

The following table summarizes service-based RSU activity for the six months ended June 30, 2025:


Dollars and units in thousands, except per unit amounts	Units		Weighted-Average Grant Date Fair Value Per Unit
Non-vested units at beginning of period		35	$	28.20
Granted		51		29.74
Vested		—		—
Forfeited		—		—
Non-vested units at end of period		86	$	29.10

The following table provides additional service-based RSU information for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in thousands, except per unit amounts	2025		2024		2025		2024
Weighted-average grant date fair value per unit	$	—	$	28.20	$	29.74	$	28.20
Fair value of RSUs that vested	$	—	$	—	$	—	$	—

Restricted stock awards: The fair value and compensation expense of the primary portion of the Company’s RSAs are calculated using the Company’s closing stock price on the date of grant. These RSAs include director awards, inducement awards, RSAs granted pursuant to the Company’s LTIP, and, beginning in 2024, RSAs granted pursuant to the Company’s KTIP.

Prior to 2024, the Company’s KTIP was administered as a performance-based program. The fair value and compensation expense of RSAs granted pursuant to the Company’s performance-based KTIP was calculated using the Company’s closing stock price on the date of grant and the probability that certain financial goals would be achieved over the performance period. Compensation expense was estimated based on expected performance and was adjusted at each reporting period.

The following table summarizes RSA activity for the six months ended June 30, 2025:


Dollars and shares in thousands, except per share amounts	Shares			Weighted-Average Grant Date Fair Value Per Share
Non-vested shares at beginning of period		334		$	28.80
Granted		258			29.22
Vested		(37	)		27.24
Forfeited		(6	)		29.02
Non-vested shares at end of period		549		$	29.10

The following table provides additional RSA information for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in thousands, except per share amounts	2025		2024		2025		2024
Weighted-average grant date fair value per share	$	26.52	$	28.04	$	29.22	$	28.51
Fair value of RSAs that vested	$	981	$	932	$	999	$	990

Regional Management Corp. 10-Q