Granite Point Mortgage Trust Inc.GPMT
Granite Point Mortgage Trust Inc. Stock Compensation Disclosure
Equity Incentive Plans
On June 2, 2022, the Company’s stockholders approved the adoption of the Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan, or the 2022 Plan. With the adoption of the 2022 Plan, no new equity awards may be granted under the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan, or the 2017 Plan, but previously granted restricted stock units, or RSUs, and performance share units, or PSUs, remain outstanding under the 2017 Plan. The 2022 Plan permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, PSUs, dividend equivalent rights, other stock-based awards and other cash-based awards to employees, certain consultants of the Company and members of the board of directors. As of December 31, 2024, the Company had 6,660,615 shares of common stock available for future issuance under the 2022 Plan.
The following table summarizes the grants, vesting and forfeitures of restricted stock, RSUs and PSUs for the years ended December 31, 2024, 2023, and 2022:
| Restricted Stock | RSUs | Target Number of PSUs(1) | Weighted Average Grant Date Fair Market Value | ||||||||||||||||||||
| Outstanding at December 31, 2021 | 264,662 | 933,283 | 347,896 | $ | 12.48 | ||||||||||||||||||
| Granted | — | 523,190 | 312,538 | 11.78 | |||||||||||||||||||
| Vested | (103,038) | (218,034) | — | 13.38 | |||||||||||||||||||
| Forfeited | (69,039) | — | — | 18.87 | |||||||||||||||||||
| Outstanding at December 31, 2022 | 92,585 | 1,238,439 | 660,434 | $ | 11.83 | ||||||||||||||||||
| Granted | — | 1,255,082 | 734,223 | 5.02 | |||||||||||||||||||
| Vested | (55,669) | (265,106) | — | 11.98 | |||||||||||||||||||
| Forfeited | (36,916) | (129,540) | — | 12.55 | |||||||||||||||||||
| Outstanding at December 31, 2023 | — | 2,098,875 | 1,394,657 | $ | 7.90 | ||||||||||||||||||
| Granted | — | 2,817,545 | 742,152 | 3.99 | |||||||||||||||||||
| Vested | — | (849,974) | — | 7.20 | |||||||||||||||||||
| Forfeited | — | (442,693) | (589,690) | 8.39 | |||||||||||||||||||
| Outstanding at December 31, 2024 | — | 3,623,753 | 1,547,119 | $ | 5.23 | ||||||||||||||||||
Below is a summary of RSU and PSU vesting dates as of December 31, 2024:
| Vesting Year | RSUs | Target Number of PSUs(1) | Total Awards | ||||||||||||||
| 2025 | 1,391,175 | 271,576 | 1,662,751 | ||||||||||||||
| 2026 | 694,980 | 637,993 | 1,332,973 | ||||||||||||||
| 2027 | 1,537,598 | 637,550 | 2,175,148 | ||||||||||||||
| Total | 3,623,753 | 1,547,119 | 5,170,872 | ||||||||||||||
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(1)The PSUs’ vesting date is based on the performance criteria determination date and not the performance criteria service end date. The determination date will occur in the first quarter of the following year after the performance criteria service date has passed. The table above reflects the year of the determination date.
For the year ended December 31, 2023, the Company recognized the remaining $47.5 thousand of compensation expense associated with awards of restricted stock within compensation and benefits expense on the consolidated statements of income. As of December 31, 2024, all awards of restricted stock had vested.
The Company’s RSUs are subject to time-based vesting schedules. For the year ended December 31, 2024, the Company recognized $6.3 million of compensation expense associated with these awards, compared to $6.7 million and $5.9 million for the years ended December 31, 2023, and 2022, respectively, within compensation and benefits expense on the consolidated statements of income. As of December 31, 2024, $7.4 million of total unrecognized compensation cost for awards of RSUs will be recognized over the grants’ remaining weighted average vesting period of 2.0 years.
The number of PSUs that vest depends on the Company’s performance over a three-year period with respect to metrics set in the applicable award agreements. Between 0% and 200% of the target number of units granted in 2022 may vest at the end of the performance period based (i) 50% against the predetermined internal Company performance goal for “core” return on average equity, or “core” ROAE and (ii) 50% against the Company’s performance ranking for “core” ROAE among a peer group of commercial mortgage REIT companies. Between 0% and 200% of the target number of units granted in early 2023 and 2024 may vest at the end of their respective performance periods based (i) 25% against the predetermined internal Company performance goal “run-rate” ROAE, (ii) 25% against the Company’s performance ranking for “run-rate” ROAE among a peer group of commercial mortgage REIT companies, (iii) 25% against the predetermined internal Company performance goal for change in book value per share, and (iv) 25% against the Company’s performance ranking for change in book value per share among a peer group of commercial mortgage REIT companies. The commercial mortgage REIT peer group used to measure relative “core” ROAE, “run-rate” ROAE and change in book value per share includes publicly traded commercial mortgage REITs, which the Company believes derive the majority of their revenues from commercial real estate balance sheet lending activities and meet certain market capitalization criteria.
For the year ended December 31, 2024, the Company recognized $0.2 million, of compensation expense associated with these awards, respectively, compared to $0.2 million and $0.5 million for the years ended December 31, 2023, and 2022,
respectively, within compensation and benefits expenses on the consolidated statements of income. As of December 31, 2024, $2.7 million of total unrecognized compensation cost for awards of PSUs will be recognized over the grants’ remaining weighted average vesting period of 1.8 years.
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.