SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION International Money Express, Inc. Omnibus Equity Compensation Plans On June 26, 2020, at the 2020 Annual Meeting of Stockholders, the Company’s stockholders approved the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “2020 Plan”), which provides for the granting of stock-based incentive awards, including stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance stock units (“PSUs”) to employees and independent directors of the Company. There are 3.4 million shares of the Company’s common stock available for issuance under the 2020 Plan, including 0.4 million shares that were available for grant under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan” and together with the 2020 Plan, the “Plans”). As of June 30, 2021, 2.6 million shares remained available for future awards under the 2020 Plan. The 2018 Plan was terminated effective June 26, 2020. Stock Options The value of each option grant is estimated on the grant date using the Black-Scholes option pricing model (“BSM”). The option pricing model requires the input of highly subjective assumptions, including the grant date fair value of our common stock, expected volatility, risk-free interest rates, expected term and expected dividend yield. To determine the grant date fair value of the Company’s common stock, we use the closing market price of our common stock at the grant date. We also use an expected volatility based on the historical volatility of the Company’s common stock and the “simplified” method for calculating the expected life of our stock options as the options are “plain vanilla” and we do not have any significant historical post-vesting activity. We have elected to account for forfeitures as they occur. The risk-free interest rates are obtained from publicly available U.S. Treasury yield curve rates. Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The stock options issued under the Plans have 10-year terms and generally vest in four equal annual installments beginning one year after the date of the grant. The Company recognized compensation expense for stock options of approximately $0.6 million for both the three months ended June 30, 2021 and 2020, and $1.3 million and $1.2 million for the six months ended June 30, 2021 and 2020, respectively, which are included in salaries and benefits in the condensed consolidated statements of operations and comprehensive income. As of June 30, 2021, unrecognized compensation expense related to stock options of approximately $4.5 million is expected to be recognized over a weighted-average period of 1.6 years. A summary of the stock option activity under the Plans during the six months ended June 30, 2021 is presented below: Number of Weighted-Average Weighted-Average Weighted-Average Outstanding at December 31, 2020 2,714,902 $ 10.97 8.19 $ 4.03 Granted — $ — $ — Exercised (244,907) $ 9.92 $ 3.71 Forfeited (50,750) $ 10.34 $ 4.45 Outstanding at June 30, 2021 2,419,245 $ 11.09 7.56 $ 4.11 Exercisable at June 30, 2021 940,294 $ 10.30 7.24 $ 3.60 Restricted Stock Units and Share Awards The RSUs granted under the Plans to the Company’s employees generally vest in four equal annual installments beginning one year after the date of the grant, while RSUs issued to the Company’s independent directors vest on the one year anniversary from the grant date. The Company recognized compensation expense for RSUs of approximately $0.3 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.5 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively, which are included in salaries and benefits in the condensed consolidated statements of operations and comprehensive income. As of June 30, 2021, unrecognized compensation expense related to RSUs of approximately $3.5 million is expected to be recognized over a weighted-average period of 2.1 years. A summary of the RSU activity during the six months ended June 30, 2021 is presented below: Number of RSUs Weighted-Average Nonvested at December 31, 2020 40,881 $ 13.38 Granted 269,631 $ 14.94 Vested (33,381) $ 13.13 Forfeited (17,408) $ 14.36 Nonvested at June 30, 2021 259,723 $ 14.97 Under the 2020 Plan, effective October 1, 2020, the Lead Independent Director and Chairs of the Committees of the Board of Directors are granted, in aggregate, $64.0 thousand in awards of fully vested shares of the Company’s common stock, payable on a quarterly basis at the end of each quarter in payment of fees earned in such capacities. During the three and six months ended June 30, 2021, 1,065 and 2,096 fully vested shares were granted to the Lead Independent Director and Chairs of the Committees of the Board of Directors resulting in compensation expense of $16.0 thousand and $32.0 thousand, respectively, recorded in the condensed consolidated statements of operations and comprehensive income. Restricted Stock Awards The RSAs issued under the Plans to the Company’s employees generally vest in four equal annual installments beginning one year after the date of grant. The Company recognized compensation expense for RSAs granted of $78 thousand and $101 thousand for the three and six months ended June 30, 2021, respectively, which are included in salaries and benefits in the condensed consolidated statements of operations and comprehensive income. No compensation expense was recognized for the three and six months ended June 30, 2020. As of June 30, 2021, there was $1.1 million of unrecognized compensation expense related to RSAs, which is expected to be recognized over a weighted-average period of 2.3 years. A summary of the RSA activity during the six months ended June 30, 2021 is presented below: Number of RSAs Weighted-Average Nonvested at December 31, 2020 — $ — Granted 88,215 $ 14.17 Vested — $ — Forfeited — $ — Nonvested at June 30, 2021 88,215 $ 14.17 Performance Stock Units PSUs granted to the Company’s employees generally vest subject to attainment of performance criteria during the service period established by the Compensation Committee. Each PSU represents the right to receive one share of common stock, and the actual number of shares issuable upon vesting is determined based upon performance compared to financial performance targets. The PSUs vest based on the achievement of certain revenue parameters for a period of two years combined with a service period of three years. Compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied. The Company recognized compensation expense for PSUs of $0.2 million and $0.3 million for the three and six months ended June 30, 2021, which are included in salaries and benefits in the condensed consolidated statements of operations and comprehensive income. There was no compensation expense recognized for the three and six months ended June 30, 2020. As of June 30, 2021, there was $2.2 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted-average period of 2.5 years. A summary of the PSU activity during the six months ended June 30, 2021 is presented below: Number of PSUs Weighted-Average Weighted-Average Nonvested at December 31, 2020 — — $ — Granted 171,500 $ 14.17 Vested — $ — Forfeited — $ — Nonvested at June 30, 2021 171,500 9.68 $ 14.17 |