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STOCK INCENTIVE PLAN
9 Months Ended
Sep. 30, 2022
Employee Benefits And Share Based Compensation [Abstract]  
Stock incentive Plan
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
 
award, performance
 
units, other
 
equity-based
 
awards (and
 
dividend equivalents
 
with respect
 
to awards
 
of
performance
 
units 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,
 
performance
 
units under
 
the Incentive
 
Plans to
 
certain executive
officers and
 
employees
 
of its Manager.
 
“Performance
 
Units” vest
 
after the
 
end of a
 
defined performance
 
period, based
 
on satisfaction
 
of
the performance
 
conditions
 
set forth
 
in the performance
 
unit agreement.
 
When earned,
 
each Performance
 
Unit will
 
be settled
 
by the
issuance of
 
one share
 
of the Company’s
 
common stock,
 
at which
 
time the
 
Performance
 
Unit will
 
be cancelled.
 
The Performance
 
Units
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.
 
Performance
 
Units 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 Performance
 
Units,
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
 
Performance
 
Units outstanding
 
during the
 
nine months
 
ended September
 
30, 2022
and 2021.
($ in thousands, except per share data)
Nine Months Ended September 30,
2022
2021
Weighted
Weighted
Average
Average
Grant Date
Grant Date
 
Shares
Fair Value
Shares
Fair Value
Unvested, beginning of period
26,645
$
29.40
911
$
37.25
Granted
35,114
16.55
27,579
29.40
Forfeited
(8,464)
21.40
-
-
Vested and issued
(7,594)
29.40
(911)
37.25
Unvested, end of period
45,701
$
21.01
27,579
$
29.40
Compensation expense during period
$
331
$
222
Unrecognized compensation expense, end of period
$
535
$
592
Intrinsic value, end of period
$
375
$
674
Weighted-average remaining vesting term (in years)
1.4
1.6
The number
 
of shares
 
of common
 
stock issuable
 
upon the
 
vesting of
 
the remaining
 
outstanding
 
Performance
 
Units was
 
reduced as a
result of
 
the book
 
value impairment
 
event that
 
occurred
 
pursuant
 
to the terms
 
of the long
 
term equity
 
incentive
 
compensation
 
plans (the
“Plans”)
 
established
 
under the
 
Company’s 2012
 
Equity Incentive
 
Plan and
 
2021 Equity
 
Incentive
 
Plan. The
 
book value
 
impairment
 
event
occurred
 
when the
 
Company's
 
book value
 
per share
 
declined
 
by more than
 
15% during
 
the quarter
 
ended March
 
31, 2022
 
and the
Company’s book
 
value per
 
share decline
 
from January
 
1, 2022 to
 
June 30,
 
2022 was
 
more than
 
10%. The
 
Plans provide
 
that if such
 
a
book value
 
impairment
 
event occurs,
 
then the
 
number of
 
outstanding
 
Performance
 
Units that
 
are outstanding
 
as of the
 
last day of
 
such two
quarter period
 
shall be reduced
 
by 15%.
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 nine months
 
ended September
 
30, 2022
 
and 2021.
 
All of the
 
fully vested
 
shares of
 
common stock
 
issued during
 
the nine
months ended
 
September
 
30, 2022
 
and 2021,
 
and the related
 
compensation
 
expense, were
 
granted with
 
respect to
 
service performed
during the
 
fiscal years
 
ended December
 
31, 2021
 
and 2020,
 
respectively.
($ in thousands, except per share data)
Nine Months Ended September 30,
2022
2021
Fully vested shares granted
35,114
27,579
Weighted average grant date price per share
$
16.55
$
29.40
Compensation expense related to fully vested shares of common stock awards
$
581
$
811
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
 
can 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
 
nine months
 
ended September
 
30, 2022
 
and
2021.
($ in thousands, except per share data)
Nine Months Ended September 30,
2022
2021
Weighted
Weighted
Average
Average
Grant Date
Grant Date
 
Shares
Fair Value
Shares
Fair Value
Outstanding, beginning of period
28,595
$
26.92
18,189
$
27.20
Granted and vested
14,227
16.52
7,337
27.30
Outstanding, end of period
42,822
$
23.46
25,526
$
27.20
Compensation expense during period
$
239
$
180
Intrinsic value, end of period
$
351
$
624