Quarterly report pursuant to Section 13 or 15(d)

Equity-based Compensation

v3.22.1
Equity-based Compensation
3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Equity-based Compensation
11.
Equity-based Compensation

Substantially concurrent with the IPO, the Company's Board of Directors adopted the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan provides for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards; (iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards made in equity of RSG LLC.

IPO-related Awards

As a result of the Organizational Transactions, pre-IPO holders of RSG LLC Class A common units that were granted as incentive awards, which had historically been classified as equity and vested pro rata over five years, were required to exchange their units for one or more of the following: (i) Restricted Stock, (ii) Reload Options, (iii) Restricted Common Units, or (iv) Reload Class C Incentive Units, collectively, the “Replacement Awards”. The reload awards were issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.

Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (“RSUs”), (ii) Staking Options, (iii) Restricted LLC Units (“RLUs”), or (iv) Staking Class C Incentive Units.

The Restricted Stock and Restricted Common Units are referred to as “restricted” for either (i) the lock-up period (“Lock-up Period” as defined by the Omnibus Plan) as it relates to the Company's restriction on any granted awards being sold or transferred for the six month period following the effective date of our IPO Prospectus, or (ii) the transfer restriction on all Restricted Stock and Restricted Common Units awarded to employees that are subject to transfer restrictions, on a non-linear schedule, for the five year period following the IPO. As these restrictions lift based on the passage of time, Restricted Stock and Restricted Common Units will be referred to as Class A common stock and LLC Common Units, respectively. All awards granted as part of the Organizational Transactions and the IPO are subject to the aforementioned Lock-up Period and transfer restrictions.

Equity-based Awards Modification

As noted above, as a result of the Organizational Transactions and the IPO, pre-IPO holders of RSG LLC Class A common units exchanged their units for the Replacement Awards. This exchange was considered a modification as of the IPO date as a result of the change in terms and conditions of the existing awards and the issuance of new options and profits interests that have different vesting schedules than the exchanged awards. This modification resulted in the re-measurement of the awards in accordance with ASC 718. Total compensation cost recognized for the modified awards equaled the grant date fair value from the pre-IPO grants, plus any incremental compensation cost measured at the modification date (i.e. the IPO date). The modification impacted approximately 380 employees.

The incremental compensation expense arising from the modification is primarily driven by the right to future TRA payments as a result of the Organizational Transactions, as well as the TRA Alternative Payments, offset by the existence of new transfer restrictions that extend beyond vesting dates. The TRA provides for the potential, future payment to certain LLC Unitholders of tax benefits realized by the Company. The right to these potential future payments is considered in the calculation of the fair value of the Restricted Common Units and Reload Class C Incentive Units granted to employees. Additionally, those employees who exchanged their granted units into Restricted Stock received a one-time lump sum TRA Alternative Payment in an aggregate amount of $37.6 million. These one-time cash payments were paid upon the closing of the IPO on July 26, 2021. The cash payments were treated as a cash settlement of a portion of the existing awards, and therefore, included in the post-IPO value for determining the incremental expense in the modification. The remaining unamortized fair value as of the modification date will be recognized as equity-based compensation allocated on a relative fair value basis of the awards over the remaining service periods.

Incentive Awards

As part of the Company's annual compensation process, the Company issues certain employees and directors equity-based compensation awards ("Incentive Awards"). Additionally, the Company offers Incentive Awards to certain new hires. These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, or (iv) Stock Options.

Restricted Stock

As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock in the Company in exchange for their LLC Units, which were first exchanged into LLC Common Units. The Restricted Stock follows the vesting

schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years. Restricted Stock activity for the period was as follows:

 

 

Three Months Ended March 31, 2022

 

 

 

Restricted Stock

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

3,222,634

 

 

$

21.15

 

Granted

 

 

 

 

 

 

Vested

 

 

46,943

 

 

 

21.15

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

3,175,691

 

 

$

21.15

 

The weighted-average grant date fair value of $21.15 reflects the fair value of the Restricted Stock at the time of the modification. 10,076,870 shares of Restricted Stock were granted at the time of the IPO, 5,554,873 of which were fully vested.

Restricted Stock Units (RSUs)

IPO RSUs

Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. The grant date fair value considers the IPO price of $23.50 adjusted for a weighted average 2.4% discount for lack of marketability due to the transfer restrictions. Upon vesting, IPO RSUs automatically convert on a one-for-one basis into Class A common stock.

 

 

Three Months Ended March 31, 2022

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

4,330,104

 

 

$

22.95

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

4,330,104

 

 

$

22.95

 

Incentive RSUs

As part of the Company's annual compensation process, the Company issued Incentive RSUs to certain employees. The Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5. Upon vesting, Incentive RSUs automatically convert on a one-for-one basis into Class A common stock.

 

 

Three Months Ended March 31, 2022

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

 

 

$

 

Granted

 

 

800,244

 

 

 

34.39

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

800,244

 

 

$

34.39

 

Stock Options

Reload Options

As part of the Organizational Transactions and IPO, certain employees who exchanged their LLC Common Units for shares of the Company were also granted Reload Options that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of $23.50. The Reload Options vest either 100% 3 years from the grant date or over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5. Vested Reload Options are exercisable up to the tenth anniversary of the grant date.

 

 

Three Months Ended March 31, 2022

 

 

 

Options

 

 

Weighted Average Exercise Price

 

Outstanding at beginning of period

 

 

4,592,319

 

 

$

23.50

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

4,592,319

 

 

$

23.50

 

The fair value of Reload Options granted at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumption ranges:

 

Assumptions

Volatility

25.0%

Time to maturity (years)

6.5-7.0

Risk-free rate

0.94-1.02%

Fair value per unit

$6.42-$6.72

Dividend yield

0.0%

Staking Options

In addition to Restricted Stock, certain employees were also granted Staking Options that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of $23.50. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. Vested Staking Options are exercisable up to the eleventh anniversary of the grant date.

 

 

Three Months Ended March 31, 2022

 

 

 

Options

 

 

Weighted Average Exercise Price

 

Outstanding at beginning of period

 

 

66,667

 

 

$

23.50

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

66,667

 

 

$

23.50

 

The fair value of Staking Options granted at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumption ranges:

 

Assumptions

Volatility

25.0%

Time to maturity (years)

9.1

Risk-free rate

1.19%

Fair value per unit

$7.82

Dividend yield

0.0%

Incentive Options

As part of the Company's annual compensation process, the Company issued Incentive Options to certain employees that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis. The Incentive Options vest over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5.

 

 

Three Months Ended March 31, 2022

 

 

 

Options

 

 

Weighted Average Exercise Price

 

Outstanding at beginning of period

 

 

 

 

$

 

Granted

 

 

175,222

 

 

 

34.39

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

175,222

 

 

$

34.39

 

 

The fair value of Incentive Options granted in the period was determined using the Black-Scholes option pricing model with the following assumption ranges:

 

Assumptions

Volatility

27.5%

Time to maturity (years)

7.0

Risk-free rate

2.16%

Fair value per unit

$11.68

Dividend yield

0.0%

The use of a valuation model for the Options requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The expected time to maturity was based on the weighted-average vesting terms and contractual terms of the awards. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate was based on U.S. Treasury rates commensurate with the expected life of the award.

The aggregate intrinsic value and weighted average remaining contractual terms of Stock Options outstanding and Stock Options exercisable were as follows as of March 31, 2022:

 

 

March 31, 2022

 

Aggregate intrinsic value ($ in thousands)

 

 

 

Reload Options outstanding

 

$

70,217

 

Reload Options exercisable

 

 

 

Staking Options outstanding

 

$

1,019

 

Staking Options exercisable

 

 

 

Incentive Options outstanding

 

$

771

 

Incentive Options exercisable

 

 

 

Weighted-average remaining contractual term (in years)

 

 

 

Reload Options outstanding

 

 

9.3

 

Reload Options exercisable

 

 

 

Staking Options outstanding

 

 

10.3

 

Staking Options exercisable

 

 

 

Incentive Options outstanding

 

 

10.0

 

Incentive Options exercisable

 

 

 

Restricted Common Units

As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Common Units in exchange for their LLC Units. The Restricted Common Units follow the vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years. Restricted Common Unit activity for the period was as follows:

 

 

Three Months Ended March 31, 2022

 

 

 

Common Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

5,743,520

 

 

$

23.84

 

Granted

 

 

 

 

 

 

Vested

 

 

161,159

 

 

 

23.84

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

5,582,361

 

 

$

23.84

 

The weighted average grant date fair value reflects the fair value of the Restricted Common Units at the time of the modification. 27,493,192 Restricted Common Units were granted at the time of the IPO, 20,861,266 of which were fully vested.

Restricted LLC Units (RLUs)

IPO RLUs

Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units.

 

 

Three Months Ended March 31, 2022

 

 

 

Restricted LLC Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

1,543,277

 

 

$

25.05

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

1,543,277

 

 

$

25.05

 

Incentive RLUs

As part of the Company's annual compensation process, the Company issued Incentive RLUs to certain employees. The Incentive RLUs vest pro rata over 3 or 5 years from the grant date. Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units.

 

 

Three Months Ended March 31, 2022

 

 

 

Restricted LLC Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

 

 

$

 

Granted

 

 

145,527

 

 

 

34.86

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

145,527

 

 

$

34.86

 

Class C Incentive Units

Reload Class C Incentive Units

As part of the Organizational Transactions and IPO, certain employees who exchanged their LLC Units for Restricted Common Units were also granted Reload Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the IPO price of $23.50, any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Reload Class C Incentive Units vest either 100% 3 years from the grant date or over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5.

 

 

Three Months Ended March 31, 2022

 

 

 

Class C Incentive Units

 

 

Weighted Average Participation Threshold

 

Unvested at beginning of period

 

 

3,911,490

 

 

$

23.50

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

3,911,490

 

 

$

23.50

 

Staking Class C Incentive Units

Related to the IPO, certain employees were granted Staking Class C Incentive Units, which are profits interests. When the value of the Class A common stock exceeds the IPO price of $23.50, any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Staking Class C Incentive Units vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

 

 

Three Months Ended March 31, 2022

 

 

 

Class C Incentive Units

 

 

Weighted Average Participation Threshold

 

Unvested at beginning of period

 

 

2,116,667

 

 

$

23.50

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

2,116,667

 

 

$

23.50

 

 

 

Class C Incentive Units

As part of the Company's annual compensation process, the Company issued Class C Incentive Units to certain employees, which are profits interests. When the value of the Class A common stock exceeds the participation threshold, any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Class C Incentive Units vest over 8 years from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8.

 

 

Three Months Ended March 31, 2022

 

 

 

Class C Incentive Units

 

 

Weighted Average Participation Threshold

 

Unvested at beginning of period

 

 

 

 

$

 

Granted

 

 

300,000

 

 

 

34.39

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at end of period

 

 

300,000

 

 

$

34.39

 

 

Valuation Considerations

The Restricted Common Units and RLUs, once vested and after delivery of LLC Common Units, are exchangeable into shares of Class A common stock of the Company on a one-to-one basis, which entitles the unitholders to TRA payments resulting from 85% of the tax savings generated by the Company. The various Class C Incentive Units have the same terms as the LLC Common Units, with the exception of their respective participation thresholds. When the price of the Class A common stock exceeds the participation threshold, the Class C Incentive Units can be exchanged for Restricted Common Units of equal value and are entitled to the same TRA payments upon an exchange to Class A common stock. In order to value the Restricted Common Units, RLUs, and Class C Incentive Units, the Company is required to make certain assumptions with respect to selected model inputs.

Due to the nature of the underlying risks inherent in TRA payments and the uncertainty as to when the participation threshold will be satisfied for the Class C Incentive Units, we use a Monte Carlo simulation to explicitly model the impact of future stock prices on the size of the amortizable asset, as well as the impact of different levels of taxable income on the timing of the TRA payments, in a risk-neutral framework. The Monte Carlo simulation model uses the following assumptions: the simulated closing stock price, the simulated taxable income, the risk-free interest rate, the expected dividend yield, and the expected volatility and correlation of the Company's stock price and taxable income. The dividend yield was based on the Company’s expected dividend rate of 0.0%. The risk-free interest rate range of 1.9%-2.4% was based on U.S. Treasury rates commensurate with a term of 30 years. Due to the transfer restrictions on the IPO awards, a discount for lack of marketability was applied based on the term between when each Restricted Common Unit, IPO RLU, Staking Class C Incentive Unit, or Reload Class C Incentive Unit vests, and when it is released from the transfer restriction. The range of discounts from 6.0% to 19.1% were applied on the proportion of value associated with the receipt of Class A common stock upon the exchange of each Restricted Common Unit, IPO RLU, or Class C Incentive Unit.

Non-Employee Director Stock Grants

Starting in 2022, the Company will grant RSUs ("Director Stock Grants") to non-employee directors serving as members of the Company's Board of Directors, with the exception of the one director appointed by Onex in accordance with Onex’s nomination rights who has agreed to forgo any compensation for his service to the Board. The next grant will occur in June 2022 and will be related to service as a Board member starting at the IPO date in July 2021. The RSUs will be fully vested upon grant. The Company recognized $0.2 million of expense related to these Director Stock Grants during the three months ended March 31, 2022. Additionally, in February 2022, the Company's Compensation Committee approved Director Stock Grants related to service prior to the IPO. These Director Stock Grants were issued on March 18, 2022, and were fully vested at the time of grant. The Company recognized $1.4 million of expense related to these Director Stock Grants during the three months ended March 31, 2022.

Profit Sharing Contribution

In March 2022, the Company made a discretionary profit sharing contribution of 75,026 shares of Class A common stock, collectively, to certain employees' defined contribution retirement benefit plan accounts. The Company recognized $2.6 million of expense related to the profit sharing contribution during the three months ended March 31, 2022.

Equity-based Compensation Expense

As of March 31, 2022, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining expense period is the following:

 

 

Amount

 

 

Weighted Average Remaining Expense Period (years)

 

Restricted Stock

 

$

15,780

 

 

 

1.6

 

IPO RSUs

 

 

74,398

 

 

 

5.0

 

Incentive RSUs

 

 

27,182

 

 

 

3.1

 

Reload Options

 

 

6,345

 

 

 

2.5

 

Staking Options

 

 

463

 

 

 

6.6

 

Incentive Options

 

 

2,026

 

 

 

4.0

 

Restricted Common Units

 

 

14,433

 

 

 

1.1

 

IPO RLUs

 

 

33,610

 

 

 

6.4

 

Incentive RLUs

 

 

4,969

 

 

 

2.1

 

Reload Class C Incentive Units

 

 

8,354

 

 

 

3.1

 

Staking Class C Incentive Units

 

 

21,174

 

 

 

5.7

 

Class C Incentive Units

 

 

5,670

 

 

 

5.8

 

Total unrecognized equity-based compensation expense

 

$

214,404

 

 

 

 

The following table includes the equity-based compensation expense the Company realized in the three months ended March 31, 2022 by expense type from the view of expense related to pre- and post-IPO awards. The table also presents the unrecognized equity-based compensation expense as of March 31, 2022 in the same view. A similar view has not been presented for the three months ended March 31, 2021 as all equity based-compensation expense was related to legacy RSG LLC equity.

 

 

Recognized Expense

 

 

Unrecognized Expense

 

IPO awards

 

 

 

 

 

 

IPO RSUs and Staking Options

 

$

6,892

 

 

$

74,861

 

IPO RLUs and Staking Class C Incentive Units

 

 

3,323

 

 

 

54,784

 

Incremental Restricted Stock and Reload Options

 

 

2,085

 

 

 

14,527

 

Incremental Restricted Common Units and Reload Class C Incentive Units

 

 

4,145

 

 

 

19,794

 

Pre-IPO incentive awards

 

 

 

 

 

 

Restricted Stock

 

 

1,419

 

 

 

7,598

 

Restricted Common Units

 

 

877

 

 

 

2,993

 

Post-IPO incentive awards

 

 

 

 

 

 

Incentive RSUs

 

 

339

 

 

 

27,182

 

Incentive RLUs

 

 

104

 

 

 

4,969

 

Incentive Options

 

 

20

 

 

 

2,026

 

Class C Incentive Units

 

 

42

 

 

 

5,670

 

Other expense

 

 

 

 

 

 

Director Stock Grants

 

 

1,422

 

 

N/A

 

Profit Sharing Contribution

 

 

2,580

 

 

N/A

 

Total equity-based compensation expense

 

$

23,248

 

 

$

214,404

 

The Company recognized equity-based compensation expense of $23.2 million and $4.4 million for the three months ended March 31, 2022 and 2021, respectively.