Share-Based Compensation |
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| Share-Based Compensation | Share-Based Compensation The following table summarizes the components of share-based compensation expense included in general and administrative expenses in the Consolidated Statements of Comprehensive Income during the three and six months ended March 31, 2024 and 2023 (unaudited, in thousands):
Restricted Stock - Equity Classified Awards
During the six months ended March 31, 2024, the Company awarded a total of 80,113 restricted shares of Class A common stock to certain members of Company management and consultants under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted stock awards was $3.5 million. During the three and six months ended March 31, 2024, the Company recorded compensation expense in connection with these and prior restricted stock grants in the amount of $2.0 million and $4.4 million, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss). At March 31, 2024, there was approximately $8.9 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 2.6 years.
Performance Stock Units - Equity Classified Awards
PSUs provide for the issuance of shares of Class A common stock upon vesting, which occurs following the end of the performance period based on achievement of certain Company performance metrics established by the Compensation Committee of the Company’s Board of Directors. The final number of shares of Class A common stock issuable upon vesting of PSUs can range from 0% to 150% of the number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee of the Company’s Board of Directors. The achievement of performance goals is modified by the total shareholder return ranking of the Company against the Russell 2000 Index over the performance period and can increase or decrease the achieved award by up to 15%. The Company recognizes expense, net of estimated forfeitures, for PSUs based on the forecasted achievement of Company performance metrics, multiplied by the fair value of the total number of shares of common stock that the Company anticipates will be issued based on such achievement.
During the six months ended March 31, 2024, the Company issued 55,358 shares of Class A common stock as a result of the vesting of PSUs granted to certain members of Company management on December 29, 2021.
During the six months ended March 31, 2024, the Company awarded PSUs representing a target of 83,044 shares and forecasted vesting of 62,283 shares of Class A common stock to certain members of Company management. The grants are classified as equity awards. The aggregate grant date fair value of these awards was $2.7 million. During the three and six months ended March 31, 2024, the Company recorded compensation expense in connection with these type awards in the amount of $0.6 million and $1.0 million, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss). At March 31, 2024, there was approximately $4.1 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 2.3 years.
Cash-Settled Restricted Stock Units - Liability Classified Awards
During the six months ended March 31, 2024, the Company granted 114,264 of cash-settled restricted stock units ("RSUs") to employees of the Company under the Equity Incentive Plan. The aggregate grant date fair value of these awards was $5.1 million. Compensation expense associated with these awards for the three and six months ended March 31, 2024 was $0.8 million and $0.9 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). As of March 31, 2024 and September 30, 2023, the liability for cash-settled RSUs was $0.9 million and $0.0 million and is included in other long-term liabilities. At March 31, 2024, there was approximately $4.2 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 3.5 years.
The grant date fair value of these awards is based on the price of the Company’s Class A common stock and the number of RSUs awarded on the date of grant. The awards must be settled in cash and are accounted for as liability-type awards. The expense is recognized over the requisite service period with remeasurement at the end of each reporting period at fair value until settlement. The requisite service period is based on the vesting provisions of the awards, which generally occurs in four equal annual installments beginning on the date of the first fiscal year-end after the grant date.
Employee Stock Purchase Plan
The Construction Partners, Inc. Employee Stock Purchase Plan ("ESPP") became effective on May 13, 2021. The ESPP is intended to provide eligible employees of the Company an opportunity to purchase shares of the Company’s Class A common stock at a discounted rate using funds withheld through payroll deductions. The total number of shares offered under the ESPP is 1,000,000. The first offering period under the ESPP commenced on July 1, 2023. Since that date, the Company has purchased 29,899 shares under the ESPP. Compensation expense associated with the ESPP for the three and six months ended March 31, 2024 was $0.2 million and $0.4 million, respectively, and is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss).
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