Mobile Infrastructure Corp Stock Compensation Disclosure
Note 8 - Stock-Based Compensation
Our 2023 Incentive Award plan (the "Plan") provides for the grant of stock options, including restricted shares, dividend equivalent awards, share payment awards, restricted share units (“RSUs”), performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs. The Board typically grants both service and performance-based awards during the first quarter of each year. Service-based awards will typically follow a -year graded vesting schedule, and performance-based awards generally vest based upon total shareholder return ("TSR") relative to the Russell 2000 Index. All awards may vest in the form of common stock or LTIP Units. LTIP Units are a class of equity interest in the Operating Company that are intended to qualify as “profits interests” for federal income tax. The value of vested LTIP Units is realized by the holder through conversion of the LTIP Units into Common Units.
In addition to the standard awards described above, the Compensation Committee of the Board of Directors also approved the issuance of the following awards in 2025 and 2024:
| • | 0.5 million LTIP units to the Executive Chairman of Board in November 2025 that vest upon the completion of performance goals related to asset sales. This award has a performance date through December 31, 2027 and a grant date fair value of $2.93 per share. | |
| • | 0.2 million LTIP units to an executive in both January 2025 and January 2024 in lieu of salary amounts. These awards vested in four equal increments each quarter over 2025 and 2024 with a grant date fair value of $4.06 and $3.84, respectively. | |
| • | 0.3 million LTIP units to an executive in January 2024 in lieu of salary amounts for 2021 and 2023 and for the 2023 short-term incentive award. These awards were issued at a grant date fair value of $3.84 and vested upon issuance. | |
| • | Two tranches of 0.1 million restricted stock units that vest upon achievement of stock price performance goals (the “Founders’ Award”) in May 2024. The fair value of both tranches was determined using the Monte Carlo method. The first tranche of the awards, with a performance period through December 31, 2026, has an immaterial grant date fair value and the second tranche, with a performance period through December 31, 2028, has a grant date fair value of $0.60 per share. Additionally, the Compensation Committee approved the modification of 2.3 million performance units previously granted to two executives to align the performance conditions and performance periods to the Founders’ Award and the Earn-Out Shares. The incremental compensation expense of approximately $0.7 million will be recognized through the modified performance period of December 31, 2028 in General and Administrative on the Consolidated Statements of Operations. |
The following table sets forth a roll forward of all incentive equity awards for the years ended December 31, 2025 and 2024:
| Number of Incentive Equity Awards | Weighted-Average Grant Date FV Per Share | |||||||
| Unvested - January 1, 2024 | 2,825,122 | $ | 8.22 | |||||
| Granted | 1,670,123 | 3.63 | ||||||
| Vested | (864,616 | ) | 6.19 | |||||
| Forfeited | — | — | ||||||
| Unvested - January 1, 2025 | 3,630,629 | $ | 6.59 | |||||
| Granted | 1,257,059 | 3.78 | ||||||
| Vested | (604,232 | ) | 4.45 | |||||
| Forfeited | — | — | ||||||
| Unvested - December 31, 2025 | 4,283,456 | $ | 6.07 | |||||
We recognized $3.1 million and $5.7 million of equity-based compensation expense for the years ended December 31, 2025 and 2024, respectively, which is included in General and Administrative in the Consolidated Statements of Operations. Included in the expense were equity awards granted in lieu of salary amounts. The remaining unrecognized compensation cost of approximately $4.4 million will be recognized over a weighted average term of 2.0 years. Performance based awards are valued at target and may have the ability to earn additional or fewer shares based on level of achievement.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 11, 2025 | |
| 2023 | Mar 22, 2024 | |
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.