Equity Compensation Plan
On June 21, 2021, the Company established its sole equity compensation plan, the 2021 Equity Incentive Plan (the “Plan”), with 2,125,000 shares initially available for grant. As of December 31, 2024, 1,266,127 shares of common stock were available for grant under the Plan, which shares available are reduced by a target of 162,534 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding PSUs (as further described below) and 110,146 of time-based restricted stock awards that will vest upon the participants’ meeting the contractual service-based vesting conditions.
Compensation expense for the years ended December 31, 2024 and 2023 related to these awards was approximately $1.3 million and $1.7 million, respectively. The unamortized compensation expense of the restricted stock awards issued under the Plan totaled approximately $792 thousand as of December 31, 2024. This cost will be recognized over a weighted average period of 1.9 years. Restrictions on the restricted stock awards outstanding lapse through July 1, 2028, as service conditions are completed and the awards vest accordingly. Holders of unvested restricted stock awards receive non-forfeitable dividends along with other common stockholders.
Restricted Stock Awards
The following table summarizes activity for our restricted stock awards during the years ended December 31, 2024 and 2023:
| | | | | | | | | | | | | | |
| | Number of awards | | Weighted average grant date fair market value |
| | | | |
| | | | |
| | | | |
| | | | |
| Outstanding as of December 31, 2022 | | 269,524 | | | 17.09 | |
| Granted | | 101,456 | | | 8.05 | |
Vested | | (113,088) | | | 16.76 | |
| Forfeited | | (61,539) | | | 16.28 | |
Outstanding as of December 31, 2023 | | 196,353 | | | 12.86 | |
| Granted | | 65,464 | | | $ | 12.51 | |
Vested | | (140,575) | | | $ | 13.66 | |
| Forfeited | | (11,096) | | | $ | 12.33 | |
Outstanding as of December 31, 2024 | | 110,146 | | | $ | 11.69 | |
PSUs
The Board of Directors have awarded a total of 229,382 PSUs, at a weighted average grant date fair value of $10.88 per share, to certain employees of the Manager and its affiliates, of which 162,534 PSUs remained outstanding as of December 31, 2024 (based on target performance), due to forfeitures of 66,848 PSUs. If the performance criteria are met, the PSUs shall vest 50% on the third anniversary of the awards and 50% on the fourth anniversary of the awards. The number of shares vested is based on the achievement of the performance goals set forth in the applicable award agreements over the relative performance periods.
Dividend Equivalents Relating to PSUs
A dividend equivalent is a right to receive a distribution equal to the dividend distributions that would be paid on a share of the Company’s common stock. Dividend equivalents may be granted as a separate instrument or may be a right associated with the grant of another award (e.g., a PSU) under the Plan.
Should the performance criteria for these shares be met and the shares vest, the number of shares subject to the PSU awards shall increase by (i) the product of the total number of shares subject to the PSU award immediately prior to such dividend date multiplied by the dollar amount of the cash dividend paid per share of stock by the Company on such dividend date, divided by (ii) the fair market value of a share of stock on such dividend date (i.e., would be subject to dividend equivalents for any dividends paid between the grant date and the vesting date of the PSUs). Any such additional shares issued by virtue of the vesting of dividend equivalents are subject to the same vesting conditions and payment terms set forth as to the PSUs to which they relate. As of December 31, 2024 we have accrued an estimated $326 thousand for earned dividends payable for performance share units upon vesting.