SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION International Money Express, Inc. Omnibus Equity Compensation Plans The International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “2020 Plan”) 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, certain service providers and independent directors of the Company. There are 3.7 million shares of the Company’s common stock approved for issuance under the 2020 Plan, which includes 0.4 million shares that were previously subject to awards granted under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan” and together with the 2020 Plan, the “Plans”). Although awards remain outstanding under the 2018 Plan, which was terminated effective June 26, 2020, no additional awards may be granted under the 2018 Plan. As of March 31, 2024, 1.6 million shares remained available for future awards under the 2020 Plan. Stock Options 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 $44.4 thousand and $139.9 thousand for the three months ended March 31, 2024 and 2023, respectively, which are included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. As of March 31, 2024, unrecognized compensation expense related to stock options of approximately $42.4 thousand is expected to be recognized over a weighted-average period of 0.2 years. A summary of stock option activity under the Plans during the three months ended March 31, 2024 is presented below: Number of Weighted-Average Weighted-Average Weighted-Average Outstanding at December 31, 2023 588,675 $ 11.49 5.23 $ 4.18 Granted — $ — $ — Exercised (1) (278,750) $ 11.90 $ 4.48 Forfeited — $ — $ — Expired (375) $ 9.91 $ 3.43 Outstanding at March 31, 2024 309,550 $ 11.11 4.74 $ 3.91 Exercisable at March 31, 2024 (2) 278,300 $ 10.96 4.57 $ 3.70 (1) The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2024 was approximately $2.4 million. (2) The aggregate fair value of all vested/exercisable options outstanding as of March 31, 2024 was $1.0 million, which was determined based on the market value of our stock as of that date. Restricted Stock Units The RSUs granted under the 2020 Plan to the Company’s employees or certain service providers 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 all RSUs of approximately $1.0 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively, which are included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. As of March 31, 2024, unrecognized compensation expense related to RSUs of approximately $8.0 million is expected to be recognized over a weighted-average period of 2.1 years. A summary of RSU activity during the three months ended March 31, 2024 is presented below: Number of RSUs Weighted-Average Outstanding (nonvested) at December 31, 2023 376,950 $ 20.25 Granted (1) 178,304 $ 21.27 Vested (and settled) (96,967) $ 19.11 Forfeited (27,381) $ 20.59 Outstanding (nonvested) at March 31, 2024 430,906 $ 20.91 (1) The aggregate fair value of all RSUs granted during the three months ended March 31, 2024 was approximately $3.8 million. Share Awards During the three months ended March 31, 2024 and 2023, 911 and 826 fully vested shares, respectively, were granted to the Lead Independent Director and Chairs of the Committees of the Board of Directors. The Company recognized compensation expense for the share awards of $20.1 thousand for both the three months ended March 31, 2024 and 2023, respectively, which are recorded and included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. Restricted Stock Awards The RSAs issued under the 2020 Plan 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 $0.4 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively, which is included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. As of March 31, 2024, there was $4.5 million of unrecognized compensation expense related to RSAs, which is expected to be recognized over a weighted-average period of 2.0 years. A summary of RSA activity during the three months ended March 31, 2024 is presented below: Number of RSAs Weighted-Average Outstanding (nonvested) at December 31, 2023 191,980 $ 19.53 Granted (1) 98,731 $ 21.27 Vested (and settled) (64,859) $ 18.31 Forfeited — $ — Outstanding (nonvested) at March 31, 2024 225,852 $ 20.64 (1) The aggregate fair value of all RSAs granted during the three months ended March 31, 2024 was approximately $2.1 million. Performance Stock Units PSUs granted under the 2020 Plan 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 adjusted earnings per share targets for a period of up to three 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 $0.7 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively, which is included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. As of March 31, 2024, there was $6.7 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted-average period of 2.1 years. A summary of PSU activity during the three months ended March 31, 2024 is presented below: Number of PSUs Weighted-Average Weighted-Average Outstanding (nonvested) at December 31, 2023 247,680 8.73 $ 23.72 Granted (1) 215,197 $ 19.55 Vested — $ — Forfeited (4,508) $ 25.09 Outstanding (nonvested) at March 31, 2024 458,369 9.03 $ 21.75 (1) The aggregate fair value of all PSUs granted during the three months ended March 31, 2024 was approximately $4.2 million. |