Note 8 - Stock Incentive Plan

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Compensation and Employee Benefit Plans [Text Block]

NOTE 8. STOCK INCENTIVE PLAN

In 2021, the Company’s Board of Directors adopted, and the stockholders approved, the Orchid Island Capital, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) to replace the Orchid Island Capital, Inc. 2012 Equity Incentive Plan (the “2012 Incentive Plan” and together with the 2021 Incentive Plan, the “Incentive Plans”). The 2021 Incentive Plan provides for the award of stock options, stock appreciation rights, stock awards, PUs, other equity-based awards (and dividend equivalents with respect to awards of PUs and other equity-based awards) and incentive awards. The 2021 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors except that the Company’s full Board of Directors will administer awards made to directors who are not employees of the Company or its affiliates. The 2021 Incentive Plan provides for awards of up to an aggregate of 10% of the issued and outstanding shares of the Company’s common stock (on a fully diluted basis) at the time of the awards, subject to a maximum aggregate 1,473,324 shares of the Company’s common stock that may be issued under the 2021 Incentive Plan. The 2021 Incentive Plan replaces the 2012 Incentive Plan, and no further grants will be made under the 2012 Incentive Plan. However, any outstanding awards under the 2012 Incentive Plan will continue in accordance with the terms of the 2012 Incentive Plan and any award agreement executed in connection with such outstanding awards.

Performance Units

The Company has issued, and may in the future issue additional, PUs under the Incentive Plans to certain executive officers and employees of its Manager. PUs vest after the end of a defined performance period, based on satisfaction of the performance conditions set forth in the PU agreement. When earned, each PU will be settled by the issuance of one share of the Company’s common stock, at which time the PU will be cancelled. The PUs contain dividend equivalent rights, which entitle the Participants to receive distributions declared by the Company on common stock, but do not include the right to vote the underlying shares of common stock. PUs are subject to forfeiture should the participant no longer serve as an executive officer or employee of the Company or the Manager. Compensation expense for the PUs, included in incentive compensation on the statements of operations, is recognized over the remaining vesting period once it becomes probable that the performance conditions will be achieved.

The following table presents information related to PUs outstanding during the three months ended March 31, 2023 and 2022.

($ in thousands, except per share data)
	Three Months Ended March 31,
	2023					2022
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested, beginning of period		36,921		$	20.57		26,645		$	29.40
Granted		-			-		35,114			16.55
Vested and issued		(4,462	)		22.09		(2,664	)		29.40
Unvested, end of period		32,459		$	20.36		59,095		$	21.75
Compensation expense during period				$	90				$	106
Unrecognized compensation expense, end of period				$	267				$	942
Intrinsic value, end of period				$	348				$	960
Weighted-average remaining vesting term (in years)					1.1					1.8

Subsequent to March 31, 2023, the Company granted 76,696 PUs to its executive officers and certain of its Manager's employees. These PUs will be earned at the rate of 10% per quarter beginning with the quarter ending March 31, 2024 and concluding with the quarter ending June 30, 2026. The number of PUs actually earned is subject to adjustment based on the Company's achievement of certain performance goals as set forth in each PU award agreement.

Stock Awards

The Company has issued, and may in the future issue additional, immediately vested common stock under the Incentive Plans to certain executive officers and employees of its Manager. The following table presents information related to fully vested common stock issued during the three months ended March 31, 2023 and 2022. All of the fully vested shares of common stock issued during the three months ended March 31, 2022, and the related compensation expense, were granted with respect to service performed during the fiscal year ended December 31, 2021. Subsequent to March 31, 2023, the Company granted 76,696 shares of fully vested common stock, with a related compensation expense of $0.8 million, to its executive officers and certain employees of its Manager with respect to service performed during the fiscal year ended December 31, 2022

($ in thousands, except per share data)
	Three Months Ended March 31,
	2023		2022
Fully vested shares granted		-		35,114
Weighted average grant date price per share	$	-	$	16.55
Compensation expense related to fully vested shares of common stock awards	$	-	$	581

Deferred Stock Units

Non-employee directors receive a portion of their compensation in the form of DSU awards pursuant to the Incentive Plans. Each DSU represents a right to receive one share of the Company’s common stock. Beginning in 2022, each non-employee director could elect to receive all of his or her compensation in the form of DSUs. The DSUs are immediately vested and are settled at a future date based on the election of the individual participant. Compensation expense for the DSUs is included in directors’ fees and liability insurance in the statements of operations. The DSUs contain dividend equivalent rights, which entitle the participant to receive distributions declared by the Company on common stock. These dividend equivalent rights are settled in cash or additional DSUs at the participant’s election. The DSUs do not include the right to vote the underlying shares of common stock.

The following table presents information related to the DSUs outstanding during the three months ended March 31, 2023 and 2022.

($ in thousands, except per share data)
	Three Months Ended March 31,
	2023				2022
			Weighted				Weighted
			Average				Average
			Grant Date				Grant Date
	Shares		Fair Value		Shares		Fair Value
Outstanding, beginning of period		54,197	$	20.29		28,595	$	26.92
Granted and vested		9,302		10.59		3,055		21.95
Outstanding, end of period		63,499	$	18.87		31,650	$	26.45
Compensation expense during period			$	89			$	75
Intrinsic value, end of period			$	681			$	514