Red Violet, Inc. Stock Compensation Disclosure
10. Share-based compensation
On March 22, 2018, the Board of Directors of the Company and Cogint, Inc. (“cogint”) (now known as Fluent, Inc.), in its capacity as the sole stockholder of the Company prior to the Company’s spin-off from cogint on March 26, 2018 (the “Spin-off”), approved the Red Violet, Inc. 2018 Stock Incentive Plan, which became effective immediately prior to the Spin-off and was subsequently amended and restated (the “2018 Plan”). Initially, 3,000,000 shares of the Company's common stock were authorized for issuance under the 2018 Plan. On June 3, 2020 and May 25, 2022, the Company’s stockholders approved amendments to the 2018 Plan to increase the number of shares authorized for issuance to 4,500,000 shares and 6,500,000 shares, respectively. On June 10, 2025, the Company's stockholders approved an amendment and restatement of the 2018 Plan to, among other things, further increase the number of shares authorized for issuance from 6,500,000 shares to 7,500,000 shares.
The primary purpose of the 2018 Plan is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to contribute to the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company.
As of December 31, 2025, there were 2,484,342 shares of common stock available for future issuance under the 2018 Plan.
To date, all stock incentives issued under the 2018 Plan have been in the form of RSUs. RSUs granted vest and settle upon the satisfaction of a time-based conditions or with both time- and performance-based conditions. Time-based conditions are generally satisfied over three or four years with annual vesting. Details of unvested RSU activity for the years ended December 31, 2025 and 2024 were as follows:
|
|
Number of units |
|
|
Weighted average |
|
||
Unvested as of December 31, 2023 |
|
|
1,017,718 |
|
|
$ |
20.10 |
|
Granted(1) |
|
|
453,184 |
|
|
$ |
23.84 |
|
Vested and delivered |
|
|
(258,227 |
) |
|
$ |
21.90 |
|
Withheld as treasury stock(2) |
|
|
(137,463 |
) |
|
$ |
21.94 |
|
Vested not delivered(3) |
|
|
(7,950 |
) |
|
$ |
21.36 |
|
Forfeited |
|
|
(179,994 |
) |
|
$ |
17.73 |
|
Unvested as of December 31, 2024 |
|
|
887,268 |
|
|
$ |
21.67 |
|
Granted(1) |
|
|
293,530 |
|
|
$ |
48.04 |
|
Vested and delivered |
|
|
(235,458 |
) |
|
$ |
20.68 |
|
Withheld as treasury stock(2) |
|
|
(115,773 |
) |
|
$ |
20.93 |
|
Vested not delivered(3) |
|
|
(6,733 |
) |
|
$ |
21.23 |
|
Forfeited |
|
|
(53,607 |
) |
|
$ |
23.68 |
|
Unvested as of December 31, 2025 |
|
|
769,227 |
|
|
$ |
32.01 |
|
For the year ended December 31, 2025, the Company granted an aggregate of 293,530 RSUs to certain employees and directors at grant date fair values ranging from $34.18 to $55.20 per share, with a vesting period ranging from three to four years.
On March 18, 2024, the Company granted 130,000 RSUs to one non-executive employee, subject to performance-based vesting conditions, with a grant date fair value of $18.30 per share. The RSUs will vest only upon the achievement of specified revenue targets for a portion of the Company's business on or prior to December 31, 2030, the last achievement date deadline (the "2024 Performance Criteria"). Share-based compensation expense related to this grant of $426 and $252 was recognized for the years ended December 31, 2025 and 2024, respectively. No amortization of share-based compensation expense has been recognized for 70,000 RSUs from this grant because, as of December 31, 2025, the Company determined that it is not probable the 2024 Performance Criteria will be met in the future.
As of December 31, 2025, unrecognized share-based compensation expense associated with the granted RSUs amounted to $21,263, which is expected to be recognized over a remaining weighted average period of 2.6 years.
Share-based compensation was allocated to the following accounts in the consolidated financial statements for the years ended December 31, 2025 and 2024:
|
|
Year Ended December 31, |
|
|||||
(In thousands) |
|
2025 |
|
|
2024 |
|
||
Sales and marketing expenses |
|
$ |
764 |
|
|
$ |
606 |
|
General and administrative expenses |
|
|
5,736 |
|
|
|
5,342 |
|
Share-based compensation expense |
|
|
6,500 |
|
|
|
5,948 |
|
Capitalized in intangible assets |
|
|
1,599 |
|
|
|
1,627 |
|
Total |
|
$ |
8,099 |
|
|
$ |
7,575 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Mar 7, 2024 | |
| 2022 | Mar 8, 2023 | |
| 2021 | Mar 9, 2022 | |
| 2020 | Mar 10, 2021 | |
| 2019 | Mar 12, 2020 | |
| 2018 | Mar 7, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.