SHARE REPURCHASE PROGRAM

On January 31, 2022, the Company’s Board of Directors authorized a share repurchase program (the “2022 Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its Class A common stock, for an aggregate repurchase price not to exceed $500 million. The 2022 Share Repurchase Program expires on January 31, 2025 and does not obligate the Company to acquire any particular amount of shares. At June 30, 2024, there was $145.7 million remaining to repurchase shares under the 2022 Share Repurchase Program.

On July 23, 2024, the Company's Board of Directors authorized a new share repurchase program effective July 25, 2024, pursuant to which the Company may, from time to time, purchase shares of its Class A common stock, for an aggregate repurchase price not to exceed $1.0 billion. This repurchase program expires on July 25, 2027, does not obligate the Company to acquire any particular amount of shares, and replaced the prior share repurchase authorization. Remaining repurchase authorization under the 2022 Share Repurchase Program was terminated upon authorization of the new program.

INCENTIVE AWARD PLAN

In the six months ended June 30, 2024, the Company granted restricted stock with time-based vesting as well as performance-based awards. The performance-based awards include a market condition tied to the Company’s total shareholder return (“TSR”) in relation to its peer companies as well as a financial performance condition tied to annual earnings per share (“EPS”) growth. The vesting and ultimate payout of performance awards is determined at the end of the three-year performance period and can vary from zero to 200% based on actual results. At June 30, 2024, there were 5,750,582 shares available for grant as equity awards under the 2023 Incentive Award Plan if target levels are achieved for performance-based awards and 5,166,132 if maximum levels are achieved.

The Company determines the fair value of restricted stock awards and any performance-related components based on the closing market price of the Company’s common stock on the date of grant. For share-based awards with a performance-based vesting requirement, the Company evaluates the probability of achieving the performance criteria throughout the performance period and will adjust stock compensation expense up or down based on its estimated probable outcome. Certain performance-based awards contain market condition components which are valued on the date of grant using a Monte Carlo simulation model.

For the six months ended June 30, 2024, shares were issued based on achievement of certain EPS and TSR metrics.

For the three months ended June 30, 2024 and 2023, the Company recognized $22.6 million and $16.9 million of incentive stock compensation expense. For the six months ended June 30, 2024 and 2023, the Company recognized $42.2 million and $30.4 million of incentive stock compensation expense. At June 30, 2024, the unamortized stock compensation of $124.3 million is expected to be recognized over a weighted-average period of 1.66 years.

STOCK PURCHASE PLAN

A total of 5,000,000 shares of Class A Common Stock are available for sale under the 2018 Employee Stock Purchase Plan (“2018 ESPP”). The 2018 ESPP provides eligible employees of the Company and its subsidiaries the opportunity to purchase shares of the Company’s Class A Common Stock at a purchase price equal to 85% of the fair market value on the first trading day or last trading day of each purchase period, whichever is lower. Eligible employees can invest up to 15% of their compensation through payroll deductions during each purchase period. The purchase price discount and the look-back feature cause the 2018 ESPP to be compensatory and the Company recognizes compensation expense, which is computed using the Black-Scholes valuation model.

For the three months ended June 30, 2024 and 2023, the Company recognized $0.9 million and $0.8 million ESPP stock compensation expense. For the six months ended June 30, 2024 and 2023, the Company recognized $1.9 million and $1.5 million of ESPP stock compensation expense. At June 30, 2024, there were 3,437,873 shares available for sale under the 2018 ESPP.