Stock Based Compensation

Equity Plans

In June 2007, the Company adopted the Care Investment Trust Inc. Equity Plan (2007 Equity Plan), as amended in December 2011, which provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based upon the Company’s Class A common stock that may be made to directors and executive officers, employees and to the Company’s advisors and consultants who are providing services to the Company as of the date of the grant of the award.

The 2007 Equity Plan will automatically expire on the 10th anniversary of the date it was adopted. The Board of Directors may terminate, amend, modify or suspend the 2007 Equity Plan at any time, subject to stockholder approval in the case of certain amendments as required by law, regulation or stock exchange.

As of December 31, 2013, no common shares remained for future issuance under the 2007 Equity Plan.

The following table summarizes changes to the issuances of Restricted Stock Units under the Company’s 2007 Equity Plan for the periods indicated:



	Number of shares
Unvested units as of December 31, 2012	102,984
Granted	19,310
Vested	(45,263	)
Forfeited	(4,728	)
Unvested units as of December 31, 2013	72,303
Granted	—
Vested	(18,716	)
Forfeited	—
Unvested units as of March 31, 2014	53,587

Included in vested shares for 2014 are 140 shares surrendered to pay taxes on behalf of the employees with shares vesting.

The Board adopted the Tiptree 2013 Omnibus Incentive Plan (2013 Equity Plan) on August 8, 2013. The plan provides for the issuance of equity and equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based upon the Company’s Class A common stock that may be made to directors and executive officers, employees and to the Company’s advisors and consultants who are providing services to the Company as of the date of the grant of the award. The general purpose of the 2013 Equity Plan is to attract, motivate and retain selected employees, consultants and directors for the Company, to provide them with incentives and rewards for superior performance and to better align their interests with the interests of the Company’s stockholders. As of March 31, 2014, 28,869 shares of immediately vested Class A common stock with an aggregate fair market value of $223 were issued to employees and persons providing services to the Company as incentive compensation under the 2013 Equity Plan. The number of remaining shares of Tiptree’s Class A common stock available for award under the 2013 Equity Plan is 1,814,116 shares of Class A common stock. Unless otherwise extended by the Board, the 2013 Equity Plan terminates automatically on August 8, 2023, the tenth anniversary of its adoption by the Board. As of March 31, 2014, there was no restricted stock unit activity associated with the 2013 Equity Plan.

Shares of common stock issued to the Company’s independent directors in respect to their annual retainer fees have been issued under the 2013 Equity Plan. During the period ended March 31, 2014, the Company issued 6,446 immediately vested shares of Class A common stock with an aggregate fair value of $49 to the Company’s independent directors as part of their annual retainer.

The following table summarizes changes to the issuances under the Company’s 2013 Equity Plan:



	Number of shares
Available for issuance as of December 31, 2013	1,849,431
Shares Issued	(35,315	)
Available for issuance as of March 31, 2014	1,814,116

In June 2007, the Company adopted the Care Investment Trust Inc. Manager Equity Plan, which will automatically expire on the 10th anniversary of the date it was adopted. As of March 31, 2014, 134,629 common shares remain available for future issuances. No shares have been issued since March 30, 2012 from this plan.

Restricted share units

A holder of the restricted share units, as per the terms of the restricted stock unit agreement governing the awards, have all of the rights of a share holder, including the right to vote and receive distributions. The restricted share units shall vest and become nonforfeitable with respect to one‑third of Tiptree shares granted on each of the first, second, and third anniversaries of the date of the grant.

As of March 31, 2014, the total unrecognized compensation cost related to restricted units was $300, which is expected to be recognized as compensation expense over a weighted average period of 1.4 years.

Restricted unit expense was $12 and $6 for the three month periods ended March 31, 2014 and 2013, respectively. These expenses are included within payroll expense in the consolidated statement of operations.

Philadelphia Financial Group, Inc.

On October 14, 2010, the PFG board of directors adopted the PFG Plan. A total of 546,136 shares of common stock of PFG were reserved and available for issuance under the PFG Plan. The number of shares of PFG stock was increased to 583,300 during 2012. As of March 31, 2014, 564,092 shares have been granted to PFG employees.

Under the terms of the PFG Plan, the common stock shares shall vest and become nonforfeitable with respect to one-third of the shares initially granted on each of the first, second, and third anniversaries of the grant date. Grant dates were April 16, 2012, December 19, 2012 and March 8, 2013.

The Company has determined that the measurement date for shares granted under the PFG Plan awarded to employees occurs when the PFG common stock vests. The fair value of the unvested common stock granted is initially estimated based on the fair value of the individual assets and liabilities of PFG on the date of grant, and subsequently re-measured on each reporting date throughout the vesting period with changes in fair value during the requisite service period recognized as compensation cost through that period. The per unit fair value of unvested PFG common stock was $1.35 and $2.03 as of March 31, 2014 and December 31, 2013, respectively.

As of March 31, 2014 the total unrecognized compensation cost related to PFG common stock was $73, which is expected to be recognized as compensation expense over a weighted average period of 1.2 years. Total unrecognized compensation cost was $89 as of December 31, 2013.

Expense incurred for PFG stock issued under the plan was $16 for both periods ended March 31, 2014 and 2013, respectively.