Cohen & Co Inc. Stock Compensation Disclosure

22. EQUITY-BASED COMPENSATION

 

The following table summarizes the amounts the Company recognized as equity-based compensation expense including restricted stock, restricted units, membership units of consolidated sponsor entities and stock options. These amounts are included as a component of compensation and benefits in the consolidated statements of operations. The remaining unrecognized compensation expense related to unvested awards at December 31, 2025 was $5,895 and the weighted average period of time over which this expense will be recognized is approximately 1.6 years. 

  

 

 

 

 

EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS

(Dollars in Thousands)

 

		For the Year Ended December 31,
		2025				2024				2023
Equity-based compensation expense		$	20,213			$	4,668			$	4,391
Non equity-based compensation expense			157,305				51,720				47,701
Total compensation and benefits		$	177,518			$	56,388			$	52,092

 

The following table summarizes the equity-based compensation by plan.  Each plan is discussed in detail below.

 

DETAIL OF EQUITY-BASED COMPENSATION BY PLAN

(Dollars in Thousands)

 

		For the Year Ended December 31,
		2025				2024				2023
Restricted Stock or Units - 2020 Plan		$	4,542			$	4,668			$	4,391
Membership interests in sponsor entities			15,671				-				-
Total equity-based compensation expense		$	20,213			$	4,668			$	4,391

 

The Company’s 2020 Long-Term Incentive Plan – Restricted Common Stock, Restricted Units, and Stock Options

 

On April 7, 2020, the board of directors of the Company adopted a long-term incentive plan (the “2020 Long Term Incentive Plan”), which was approved by the Company’s stockholders at the Company’s annual meeting on June 18, 2020. On April 1, 2021 and June 9, 2021, the board of directors and the Company stockholders, respectively, approved Amendment No. 1 to the 2020 Long-Term Incentive Plan, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan from 600,000 shares of common stock to 1,200,000 shares of common stock. On  March 28, 2022 and June 2, 2022, the board of directors and the Company stockholders, respectively, approved Amendment No. 2, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan, as amended, from 1,200,000 shares of common stock to 1,900,000 shares of common stock.  On March 28, 2025 and June 4, 2025, the board of directors and the Company stockholders, respectively, approved Amendment No. 3 to the 2020 Long-Term Incentive Plan, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan from 1,900,000 shares of common stock to 2,500,000 shares of common stock. As of  December 31, 2025, 818,002 shares remain available to be issued under the Company's 2020 Long-term Incentive Plan. No award may be granted under the 2020 Long Term Incentive Plan after April 7, 2030.

 

The Company's 2010 Long- Term-Incentive Plan and the AFN 2006 Equity Plan expired in 2020 and there are no shares available to be issued under these plans.

 

Membership Interests of Consolidated Sponsor Entities

 

Employees sometimes invest in the membership interests of consolidated SPAC sponsor entities.  Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under FASB ASC 718.  Generally, the employee invests a de minimis amount and receives an allocation of the founder shares held by the sponsor entity.  The investment generally does not have any explicit vesting criteria associated with it.  Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination.  Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination).  Further, at the time of the investments, the Company treats this performance condition as being non-probable.  The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed.  Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant.  The fair value of the grant is equal to the public trading price of the SPAC on the grant date adjusted for certain sale restrictions imposed on the shares the employee receives (generally, the shares are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).  

 

RESTRICTED STOCK - SERVICE BASED VESTING

 

		Number of Shares of Restricted Stock				Weighted Average Grant Date Fair Value
Unvested at January 1, 2023			341,059			$	16.17
Granted			143,900				7.57
Vested			(113,301	)			17.18
Forfeiture			(4,167	)			11.65
Unvested at December 31, 2023			367,491				12.54
Granted			153,125				8.91
Vested			(114,491	)			13.97
Forfeiture			(1,334	)			8.81
Unvested at December 31, 2024			404,791				10.79
Granted			144,200				14.23
Vested			(149,981	)			12.70
Forfeiture			(19,002	)			8.82
Unvested at December 31, 2025			380,008			$	11.44

 

 

 

  

 

OPERATING LLC RESTRICTED UNITS - SERVICE BASED VESTING

 

		Number of Restricted Units				Weighted Average Grant Date Fair Value
Unvested at January 1, 2023			6,541,490			$	1.35
Granted			422,000				0.68
Vested			(1,438,160	)			1.97
December 31, 2023			5,525,330				1.82
Granted			422,000				1.02
Vested			(1,481,332	)			1.87
Unvested at December 31, 2024			4,465,998				1.73
Granted			422,000				1.68
Vested			(1,621,996	)			1.77
Unvested at December 31, 2025			3,266,002			$	1.71

 

During the years ended December 31, 2025, 2024, and 2023, the total fair value of all equity awards vested in each year based on the fair market value of the Common Stock on the vesting date was $3,105, $1,940, and $2,249, respectively.

 

The restricted shares and restricted units typically may vest quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained. In the case of director grants, the equity awards have no performance or service conditions.  In the cases of graded vesting, the Company typically expenses the grant on a straight-line basis if only service conditions are present but expenses on a graded basis if performance-based conditions are present. Upon vesting, restricted shares and units are entitled to receive any distributions or dividends that were declared subsequent to the grant date and up to the date of vesting.  Any restricted shares or units that do not vest do not receive distributions or dividends.  The Company accrues for these dividends and distributions on unvested shares and units when the dividends or distributions are declared.  This liability is included as a component of accounts payable and other liabilities in the consolidated balance sheet.  When restricted shares or units are forfeited, any accrued dividends and distributions that were accrued are reversed.  

 

SPONSOR ENTITY MEMBERSHIP UNITS - PERFORMANCE BASED VESTING

 

		Membership Units				Weighted Average Grant Date Fair Value
Unvested at January 1, 2023			-			$	-
Granted			-				-
Vested			-				-
Forfeited			-				-
Unvested at December 31, 2023			-				-
Granted			-				-
Vested			-				-
Forfeited			-				-
Unvested at December 31, 2024			-				-
Granted			4,190,000				3.74
Vested			(4,190,000	)			3.74
Forfeited			-				-
Unvested at December 31, 2025			-			$	-

   

During the years ended December 31, 2025, 2024, and 2023, the total fair value of all equity awards vested in each year based on the fair market value of the membership units on the vesting date was $15,671, $0, and $0, respectively.