Cadre Holdings, Inc. Stock Compensation Disclosure

2021 Phantom Restricted Share Plan

The Company maintained a cash-based executive compensation plan for certain employees. The Company’s board of directors awarded 1,433,500 interests in the plan (“units”). Each unit represents an unfunded and unsecured right, subject to certain conditions as set forth by the plan. One-third of the units granted to any holder will vest on each of the first, second, and third anniversaries of March 18, 2021 during the term of such holder’s employment with the Company. Payment of a holder’s vested balance is dependent upon a transaction or series of related transactions constituting a qualifying exit event, as defined by the executive compensation plan. The plan will expire on March 18, 2025, at which time the plan and all awarded units will be terminated for no consideration if a qualifying exit event has not occurred before that date.

On March 9, 2022, the Company’s board of directors modified the performance condition, specifically the definition of a qualifying exit event. In addition, the board of directors approved the settlement of vested and unvested units in common stock rather than cash, which resulted in a change in classification of the outstanding units from liability to equity. As a result, modification of the units occurred on March 9, 2022 with a grant date fair value of $23.45, the closing stock price of the Company on the date of modification. There were 632,500 units that vested March 18, 2022 and 791,667 units that will vest in equal amounts on the second and third anniversaries of the plan. The Company recognized compensation expense of $22,100 on March 9, 2022, the date the performance condition became probable.

A summary of our phantom award activity for the year ended December 31, 2024 is as follows:

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The total fair value of phantom awards vested in 2024 was $8,704.

Compensation cost related to phantom awards was $552 and $4,371 for the years ended December 31, 2024 and 2023 and is recorded in selling, general, and administrative expense. As of December 31, 2024, there were no remaining awards outstanding.

2021 Stock Incentive Plan

In November 2021, we adopted the 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options to our employees and any parent and subsidiary companies’ employees, and for the grant of non-statutory stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary companies’ employees and consultants. The maximum aggregate number of shares of common stock that may be issued under the 2021 Plan is 9,650,000 shares. As of December 31, 2024, 7,165,429 shares of common stock were reserved and available for issuance under the 2021 Plan.

Market Condition Restricted Shares

On November 4, 2021, the Company issued and granted to certain employees a total of 2,600,000 RSUs under the 2021 Plan, of which 2,600,000 RSUs will vest if, on or before November 8, 2031, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $40.00 per share for twenty consecutive trading days. For computing the fair value of the 2,600,000 RSUs with a market condition, the fair value of the RSU grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below.

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A summary of our market condition RSU activity for the year ended December 31, 2024 is as follows:

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Compensation cost related to market condition RSUs was $2,138, $2,132 and $2,132 for the years ended December 31, 2024, 2023 and 2022 and is recorded in selling, general, and administrative expense. As of December 31, 2024, there was $5,350 of unrecognized compensation cost related to market condition RSUs, which is expected to be recognized over a weighted-average period of 2.5 years.

Stock Options

Stock options granted under the 2021 Plan are non-qualified and are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant, and vest from one to three years from the date of grant. Stock options are granted with ten-year terms. We recorded compensation expense for employee stock options based on the estimated fair value of the options

on the date of grant using the Black-Scholes option-pricing model. The model uses various assumptions, including a risk-free interest rate, the expected term of the options, the expected stock price volatility, and the expected dividend yield. 

The fair value of each option grant has been estimated as of the date of grant with the following assumptions:

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A summary of our stock option activity for the year ended December 31, 2024 is as follows:

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Compensation cost related to stock options was $2,841, $1,619 and $974 for the years ended December 31, 2024, 2023 and 2022 and is recorded in selling, general, and administrative expense. As of December 31, 2024, there was $3,197 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

Restricted stock units vest in three equal installments over a three-year period from the date of grant and have a grant date fair value of the closing stock price of the Company on the date of grant.

A summary of our RSU activity for the year ended December 31, 2024 is as follows:

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Compensation cost related to RSUs was $2,816, $1,267 and $531 for the years ended December 31, 2024, 2023 and 2022 and is recorded in selling, general, and administrative expense. As of December 31, 2024, there was $5,011 of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of 2.0 years.