Note 11. Shareholders’ Equity:

Share Repurchases

During the year ended December 31, 2015, the Company repurchased, in open market or privately negotiated transactions, 1,949,517 shares of its common stock at a weighted average share price of $23.20 per share for a total cost of $45,219. As of December 31, 2015, the Company had remaining authority to repurchase 624,123 additional shares. See Note 18 Subsequent Events for information regarding an increase to the Company’s share repurchase authorization.

During the year ended December 31, 2014, the Company repurchased 2,380,504 shares of its common stock at a weighted average share price of $26.92 per share for a total cost of $64,094. Included in these share repurchases were 1,178,607 shares repurchased in open market transactions at a weighted average share price of $25.76 per share for a total cost $30,362 and 1,201,897 shares repurchased pursuant to a modified “Dutch auction” tender offer at a weighted average share price of $28.06 per share and a total cost, including transaction costs, of $33,732.

During the year ended December 31, 2013, the Company repurchased 2,377,583 shares of its common stock in privately negotiated or open market transactions at a weighted average share price of $23.36 per share for a total cost of $55,541.

The Company also purchases shares of its common stock from recipients of stock-based compensation awards upon the vesting of RSU and restricted stock awards, and the exercise of options to purchase stock, as recipients sell shares to meet their tax obligations. During the years ended December 31, 2015, 2014 and 2013, the Company purchased 138,000 shares, 71,000 shares and 258,000, respectively, at weighted average prices per share of $22.56, $25.68 and $14.79, respectively, for a total cost of $3,113, $1,823 and $3,817, respectively.

Dividends

For the years ended December 31, 2015 and 2014, our Board of Directors has declared cash dividends on our common stock as summarized in the following table.

Date Declared	Record Date	Payable Date	Dividends per Share
October 20, 2015	November 2, 2015	November 27, 2015	$	0.20
June 16, 2015	July 31, 2015	August 28, 2015	$	0.20

See Note 18 Subsequent Events for information regarding dividends declared subsequent to the balance sheet date.

Unvested RSUs and restricted shares carry dividend rights in which dividends are payable as the RSUs and restricted shares vest in accordance with the respective underlying grants. As of December 31, 2015, the Company had $779 of dividends payable related to such unvested RSUs and restricted shares. With respect to RSUs that vest based on both individual service requirements and the Company’s achievement of specific performance goals, the Company’s dividend payable is consistent with the Company’s assessment of the rate at which these awards would vest.

FBR & Co. Employee Stock Purchase Plan

Under the Employee Stock Purchase Plan (“Purchase Plan”), eligible employees may purchase common stock through payroll deductions at a price that is 85% of the lower of the market value of the common stock on the first day of the offering period or the last day of the offering period. In accordance with the provisions of ASC 718, “Compensation – Stock Compensation” (“ASC 718”), the Company is required to recognize compensation expense relating to shares offered under the Purchase Plan. For the years ended December 31, 2015, 2014 and 2013, the Company recognized compensation expense of $177, $247 and $220, respectively, related to the Purchase Plan.

Stock Compensation Plans

FBR & Co. Amended 2006 Long-Term Incentive Plan (“FBR & Co. Long-Term Incentive Plan”)

Under the FBR & Co. Long-Term Incentive Plan, as amended, the Company may grant options to purchase stock, stock appreciation rights, performance awards, restricted and unrestricted stock and RSUs for up to an aggregate of 7,217,496 shares of common stock, subject to increase under certain provisions of the plan, to eligible participants. Participants include employees, officers and directors of the Company and its subsidiaries. The plan’s termination date is October 22, 2023 unless it is terminated sooner by the Company’s Board of Directors. The FBR & Co. Long-Term Incentive Plan has a term of 10 years and options granted may have an exercise period of up to 10 years. Options may be incentive stock options, as defined by Section 422 of the Internal Revenue Code, or nonqualified stock options.

The Company grants options to purchase stock, restricted shares of common stock and RSUs to employees that vest based on meeting specified service conditions of three to five years and in certain cases achievement of specified performance goals. The following table presents compensation expense related to these awards for the periods indicated:

	Year Ended December 31,
	2015		2014			2013
Stock options	$	7	$	(44	)	$	484
Restricted shares		381		296			146
RSUs		6,627		8,897			7,589

The following table presents the unrecognized compensation related to unvested restricted shares of common stock and RSUs and the weighted average vesting period in which the expense will be recognized:

	As of December 31, 2015
	Restricted Shares		RSUs		Performance Condition RSUs ⁽¹⁾
Unrecognized compensation	$	244	$	2,244	$	431
Unvested awards		22,191		1,060,492		375,000
Weighted average vesting period	0.53 years		0.29 years		0.25 years

(1)

The unvested performance condition RSUs and unrecognized compensation amounts specified are based on the Company’s assessment of the rate at which the performance conditions will be met and the related percentage of awards that will vest. The total unvested awards that include a performance condition and related unrecognized compensation and weighted average vesting period are 882,663, $12,525 and 1.0 year, respectively. This total compensation would only be recognized if all of the applicable awards with performance conditions vested at a 100% rate.

Stock Options

A summary of option activity under the FBR & Co. Long Term Incentive Plan as of December 31, 2015, and changes during the years ended December 31, 2015, 2014 and 2013 are presented below:

	Number of Shares			Weighted-average Exercise Prices		Weighted-average Remaining Contractual Life
Share Balance as of December 31, 2012		1,288,027		$	21.72		2.12
Granted		—			—
Forfeitures/Expirations		(102,802	)		24.14
Option Exercised		(118,422	)		20.34
Share Balance as of December 31, 2013		1,066,803		$	21.63		0.13
Granted		—			—
Forfeitures/Expirations		(13,334	)		22.44
Option Exercised		(63,368	)		16.87
Share Balance as of December 31, 2014		990,101		$	21.92		0.08
Granted		—			—
Forfeitures/Expirations		(80,651	)		26.79
Option Exercised		(448,657	)		21.49
Share Balance as of December 31, 2015		460,793		$	21.49		1.99
Options Exercisable as of December 31, 2015		460,793		$	21.49		1.99

The Company did not grant any options during the years ended December 2015, 2014 and 2013.

Restricted Stock

A summary of unvested restricted stock awards as of December 31, 2015, and changes during the years ended December 31, 2015, 2014 and 2013 are presented below:

	Number of Shares			Weighted-average Grant-date Fair Value		Weighted-average Remaining Vested Period
Share Balance as of December 31, 2012		6,252		$	25.04		0.15
Granted		10,421			24.23		0.43
Vestings		(6,252	)		26.13
Forfeitures		—			—
Share Balance as of December 31, 2013		10,421		$	24.23		0.43
Granted		12,218			26.19		0.42
Vestings		(10,421	)		24.23
Forfeitures		—			—
Share Balance as of December 31, 2014		12,218		$	26.19		0.42
Granted		22,191			22.02		0.53
Vestings		(12,218	)		26.19
Forfeitures		—			—
Share Balance as of December 31, 2015		22,191			22.02		0.53

RSUs

A summary of unvested restricted stock units as of December 31, 2015, and changes during the years ended December 31, 2015, 2014 and 2013 are presented below:

	Number of Shares			Weighted-average Grant-date Fair Value		Weighted-average Remaining Vested Period
Share Balance as of December 31, 2012		1,667,411		$	15.72		2.10
Granted		827,562			18.94
Vestings		(501,307	)		22.11
Forfeitures		(90,332	)		14.58
Share Balance as of December 31, 2013		1,903,334		$	15.69		1.88
Granted		374,939			24.71
Vestings		(162,993	)		18.81
Forfeitures		(126,368	)		16.82
Share Balance as of December 31, 2014		1,988,912		$	17.06		1.17
Granted		372,547			23.44
Vestings		(328,415	)		17.29
Forfeitures		(89,889	)		19.03
Share Balance as of December 31, 2015		1,943,155		$	18.06		0.62

Included in the RSUs granted during the year ended December 31, 2015 are 230,258 RSU awards that will vest based on both individual service requirements and the achievement of a specified performance goal. In order for the performance goal to be met at a minimum level and for the awards to vest at a 50% rate, the tangible book value of FBR & Co., measured on a per share basis, must increase by an amount equal to a 6% compound annual growth rate over the three-year period beginning on January 1, 2015 (the “2015 performance period”). The awards will vest at a 100% level if FBR & Co. achieves a 9% annual growth rate over the 2015 performance period and the awards will vest at a proportionate rate at annual growth rates between 6% and 9%. During the year ended December 31, 2015, no compensation was recognized for these awards based on the Company’s assessment that the minimum performance threshold will not be met.

There were 277,405 RSUs granted during the year ended December 31, 2014 that will vest based on both individual service requirements and the achievement of a specified performance goal (“2014 performance condition RSUs”). Additionally, there were 375,000 RSUs granted during the year ended December 31, 2013 that will vest based on both individual service requirements and the achievement of a specified performance goal (“2013 performance condition RSUs”). During the year ended December 31, 2015, for the 2014 performance condition RSUs the Company recognized compensation based on its assessment that the minimum performance threshold will not be met, and for the 2013 performance condition RSUs the Company recognized compensation based on its assessment that the performance threshold will be met at a 100% vesting level.

Deferred Compensation Awards

In addition, as part of the Company’s satisfaction of incentive compensation earned for past service under the Company’s variable compensation programs, employees may receive restricted shares of common stock or RSUs in lieu of cash payments. These shares and RSUs are issued to an irrevocable trust for the benefit of the employees and are not returnable to the Company. For the years ended December 31, 2015, 2014 and 2013, the Company granted such stock-based awards with an aggregate fair value upon grant date of $630, $7,317 and $2,099, respectively. A summary of restricted stock irrevocable trust awards as of December 31, 2015, and changes during the years ended December 31, 2015, 2014 and 2013 are presented below:

	Number of Shares			Weighted-average Grant-date Fair Value		Weighted-average Remaining Vested Period
Share Balance as of December 31, 2012		5,901		$	19.60		0.64
Granted		—			—
Vestings		(4,399	)		16.15
Share Balance as of December 31, 2013		1,502		$	13.51		0.46
Granted		—			—
Vestings		(1,225	)		14.40
Share Balance as of December 31, 2014		277		$	9.56		1.10
Granted		—			—
Vestings		—			—
Share Balance as of December 31, 2015		277		$	9.56		0.11

A summary of restricted stock unit awards held in the irrevocable trust as of December 31, 2015, and changes during the years ended December 31, 2015, 2014 and 2013 are presented below:

	Number of Shares			Weighted-average Grant-date Fair Value		Weighted-average Remaining Vested Period
Share Balance as of December 31, 2012		185,340		$	18.68		1.48
Granted		127,977			16.40
Vestings		(77,953	)		19.45
Share Balance as of December 31, 2013		235,364		$	18.09		1.92
Granted		294,843			24.82
Vestings		(34,737	)		15.43
Share Balance as of December 31, 2014		495,470		$	20.79		1.68
Granted		26,549			23.73
Vestings		(5,470	)		9.56
Share Balance as of December 31, 2015		516,549		$	21.10		0.79