DORIAN LPG LTD. Stock Compensation Disclosure

14. Stock-Based Compensation Plans

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In April 2014, we adopted an equity incentive plan, which we refer to as the Equity Incentive Plan, under which we expect that directors, officers, and employees (including any prospective officer or employee) of the Company and its subsidiaries and affiliates, and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates, as well as entities wholly-owned or generally exclusively controlled by such persons, may be eligible to receive non-qualified stock options, stock appreciation rights, stock awards, restricted stock units and performance compensation awards that the plan administrator determines are consistent with the purposes of the plan and the interests of the Company. At that time, we reserved 2,850,000 of our common shares for issuance under the Equity Incentive Plan, subject to adjustment for changes in capitalization as provided in the Equity Incentive Plan in April 2014. In October 2021, our shareholders approved an amendment to the Equity Incentive Plan to increase the reserve of our common shares for issuance by 2,015,000. The plan is administered by our compensation committee.

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During the year ended March 31, 2025, we granted to certain of our officers and employees an aggregate of 231,150 shares of restricted stock vesting ratably on the grant date and on the first, and second anniversary of that date, 16,000 shares of restricted stock vesting on the grant date and 48,960 restricted stock units vesting ratably on the grant date and on the first and second anniversaries of the grant date.

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During the year ended March 31, 2024, we granted to certain of our officers and employees an aggregate of 229,750 shares of restricted stock vesting ratably on the grant date and on the first, second, and third anniversary of that date, 35,000 shares of restricted stock vesting ratably on the grant date and on the first, and second anniversary of that date 45,500 restricted stock units vesting ratably on the grant date and on the first and second anniversaries of the grant date.

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During the year ended March 31, 2023, we granted to certain of our officers and employees an aggregate of 47,750 shares of restricted stock vesting ratably on the grant date and on the first, second, and third anniversary of that date, 53,100 restricted stock units vesting ratably on the grant date and on the first and second anniversaries of the grant date, and 165,500 shares of restricted stock vesting ratably on the grant date and on the first and second anniversary of that date. The final tranche of restricted stock granted to certain of our named executive officers shall vest when, and only if, the volume weighted average price of our common shares over any consecutive 15-day period prior to the final business day of the tenth fiscal quarter following the grant date equals or exceeds, 95% of the book value of one of our shares. The shares of restricted stock and restricted stock units were valued at their grant date fair market value and are expensed on a straight-line basis over the respective vesting periods.

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During the years ended March 31, 2025, 2024, and 2023, we granted 29,741, 31,400, and 34,695, shares of stock, respectively, to our non-executive directors, which were valued and expensed at their grant date fair market value.

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Our stock-based compensation expense was $10.4 million, $8.3 million and $4.3 million for the years ended March 31, 2025, 2024, and 2023, respectively, and is included within general and administrative expenses in our consolidated statements of operations. Unrecognized compensation cost as of March 31, 2025 was $5.6 million and the expense will be recognized over a remaining weighted average life of 1.19 years.

A summary of the activity of our restricted shares as of March 31, 2025 and 2024 and changes during the years ended March 31, 2025 and 2024, are as follows:

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The total fair value of restricted shares that vested during the years ended March 31, 2025, 2024, and 2023 was $13.0 million, $10.5 million and $4.8 million, respectively, which is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.