Equity-Based and Other Deferred Compensation | 1 0 . EQUITY-BASED AND OTHER DEFERRED COMPENSATION Overview Further information regarding the Company’s equity-based compensation awards is described in Note 10. “Equity-Based and Other Deferred Compensation” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The following table represents equity-based compensation expense and related income tax benefit for the three months ended March 31, 2022 and 2021, respectively: Three Months Ended March 31, 2022 2021 Equity-Based Compensation Expense $ 59,069 $ 29,948 Income Tax Benefit $ 8,022 $ 4,027 Restricted Stock Units The following table summarizes activity related to unvested RSUs for the three months ended March 31, 2022: Restricted Stock Units Weighted- Average Grant Date Number of Fair Value Units (in dollars) Balance, December 31, 2021 4,098,671 $ 60.14 Granted 1,836,887 63.62 Dividends Reinvested on RSUs (49,604 ) 45.59 Forfeited (21,872 ) 64.97 Vested (1,502,562 ) 50.52 Balance, March 31, 2022 4,361,520 $ 65.06 As of March 31, 2022, there was $185.6 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 1.9 years. The Company assumes a forfeiture rate of 1.0% to 6.0% annually based on expected turnover and periodically reassesses this rate. The weighted-average grant date fair value with respect to RSUs granted for the three months ended March 31, 2021 was $73.08. RSU Awards with Both Service and Market Conditions The Company has granted RSU awards containing both service and market conditions. The service condition requirement for these awards is generally three to five years. The market condition will generally be satisfied upon the publicly traded shares of Class A common stock achieving certain volume weighted average share price targets over various trading periods during the life of the award. Effective February 10, 2022, the Company granted RSU awards containing both service and market conditions. The effect of the service and market conditions is reflected in the grant date fair value of the award. Compensation cost is recognized over the requisite service period, provided that the service period is completed, irrespective of whether the market condition is satisfied. The service condition requirement with respect to such RSU awards is five years with 20% vesting per annum. The market condition requirement will be 50% satisfied upon the dividend-adjusted publicly traded shares of Class A common stock achieving a volume-weighted average share price over any consecutive 20-day trading period (“20-day VWAP”) of $100 and the other 50% will be satisfied ratably upon the dividend-adjusted publicly traded shares of Class A common stock achieving a 20-day VWAP above $100 with the market condition fully satisfied upon achieving a 20-day VWAP of $130 prior to February 26, 2027. No portion of these awards will become vested until both the service and market conditions have been satisfied. The following table summarizes activity related to unvested RSU awards with both a service and market condition for the three months ended March 31, 2022: RSU Awards with Both Service and Market Conditions Weighted- Average Grant Date Number of Fair Value Units (in dollars) Balance, December 31, 2021 50,280 $ 36.53 Granted 1,514,748 41.97 Dividends Reinvested on RSUs 11 34.00 Vested (4,167 ) 13.52 Balance, March 31, 2022 1,560,872 $ 41.87 As of March 31, 2022, there was $50.3 million of estimated unrecognized compensation expense related to RSU awards with both a service and market condition. This cost is expected to be recognized over a weighted-average period of 3.0 years. The Company assumes a forfeiture rate of 4.0% to 6.0% annually based on expected turnover and periodically reassesses this rate. The Company estimated the fair value of RSU awards with both a service and market condition at grant using a Monte Carlo simulation. The following table presents the assumptions used for the three months ended March 31, 2022: Risk-Free Interest Rate 2.0 % Volatility Factor 37.0 % Expected Life (in years) 5.0 Restricted Share Awards In connection with the acquisition of CamberView Partners Holdings, LLC, certain individuals were issued restricted shares of the Company’s Class A common stock. Based on the terms of the award, compensation expense will be recognized over four years. For the three months ended March 31, 2022, no restricted share awards were granted. As of March 31, 2022, there were 2,592 restricted shares outstanding and $47 thousand of estimated unrecognized compensation expense related to such restricted share awards. This cost is expected to be recognized over a weighted-average period of 0.5 years. Partnership Units The following table summarizes activity related to unvested Partnership Units for the three months ended March 31, 2022: Partnership Units Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2021 248,595 $ 53.42 Granted 47,588 59.84 Vested (79,268 ) 49.26 Balance, March 31, 2022 216,915 $ 56.35 As of March 31, 2022, there was $9.5 million of estimated unrecognized compensation expense related to unvested Partnership Units. This cost is expected to be recognized over a weighted-average period of 1.2 years. The Company assumes a forfeiture rate of 4.0% annually based on expected turnover and periodically reassesses this rate. The weighted-average grant date fair value with respect to Partnership Units granted for the three months ended March 31, 2021 was $68.10. Partnership Unit Awards with Both Service and Market Conditions Effective February 10, 2022, the Company granted Partnership Unit awards containing both service and market conditions. The effect of the service and market conditions is reflected in the grant date fair value of the award. Compensation cost is recognized over the requisite service period, provided that the service period is completed, irrespective of whether the market condition is satisfied. The service condition requirement with respect to such Partnership Unit awards is five years with 20% vesting per annum. The market condition requirement will be 50% satisfied upon the dividend-adjusted publicly traded shares of Class A common stock achieving a 20-day VWAP of $100 and the other 50% will be satisfied ratably upon the dividend-adjusted publicly traded shares of Class A common stock achieving a 20-day VWAP above $100 with the market condition fully satisfied upon achieving a 20-day VWAP of $130 prior to February 26, 2027. No portion of these awards will become vested until both the service and market conditions have been satisfied. The following table summarizes activity related to unvested Partnership Unit awards with both a service and market condition for the three months ended March 31, 2022: Partnership Unit Awards with Both Service and Market Conditions Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2021 — $ — Granted 1,107,768 39.10 Balance, March 31, 2022 1,107,768 $ 39.10 As of March 31, 2022, there was $35.1 million of estimated unrecognized compensation expense related to Partnership Unit awards with both a service and market condition. This cost is expected to be recognized over a weighted-average period of 3.1 years. The Company assumes a forfeiture rate of 4.0% annually based on expected turnover and periodically reassesses this rate. The Company estimated the fair value of Partnership Unit awards with both a service and market condition at grant using a Monte Carlo simulation. The following table presents the assumptions used for the three months ended March 31, 2022: Risk-Free Interest Rate 2.0 % Volatility Factor 37.0 % Expected Life (in years) 5.0 Units Expected to Vest The following unvested units, after expected forfeitures, as of March 31, 2022, are expected to vest: Weighted- Average Service Period Units in Years Restricted Stock Units 5,431,907 2.2 Partnership Units 1,202,741 2.8 Restricted Share Awards 2,584 0.5 Total Equity-Based Awards 6,637,232 2.3 Deferred Cash Compensation The Company has periodically issued deferred cash compensation in connection with annual incentive compensation as well as other hiring or retention related awards. These awards typically vest over a period of one to four years. Compensation expense related to deferred cash awards was $7.0 million and $8.2 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was $30.2 million of unrecognized compensation expense related to these awards. The weighted-average period over which this compensation cost is expected to be recognized is 2.3 years. |