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Stock-based Payments and Director Fees
 12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Stock-based Payments and Director Fees Stock-based Payments and Director Fees
Pursuant to the terms of the Management Agreement, the Company pays a portion of the base fee to the Manager in shares of its common stock with the number of shares determined based on the average of the closing prices of its common stock on the NYSE on the five business days preceding the date on which the most recent regular quarterly dividend to holders of its common stock is paid. The Company recognized a base management fee to the Manager for the year ended December 31, 2019 of $6.7 million, of which the Company recorded $2.5 million in expense, payable in 175,211 shares of its common stock. The Company also recorded an incentive fee of $0.7 million, of which $0.1 million is payable in 9,470 shares of its common stock. The shares issued to the Manager are restricted securities subject to transfer restrictions, and were issued in private placement transactions. See Note 10 — Related party transactions.

In addition, through the first quarter of 2019, each of the Company’s independent directors received an annual retainer of $75,000, payable quarterly, half of which was paid in shares of the Company’s common stock on the same basis as the stock portion of the management fee payable to the Manager and half in cash. The annual fee was increased to $100,000, 40% of which is payable in shares of the Company's common stock and 60% in cash, which became effective as of April 1, 2019.

The following table sets forth the Company’s stock-based management fees and independent director fees ($ in thousands except share amounts):

Stock-based Management Fees and Director Fees

For the year ended December 31,
201920182017
Number
of shares
Amount of
expense
recognized(1)
Number
of shares
Amount of
expense
recognized(1)
Number
of shares
Amount of
expense
recognized(1)
Management fees184,681  $2,600  200,405  $2,813  150,652  $2,335  
Independent director fees10,948  158  9,628  150  9,708  150  
Total195,629  $2,758  210,033  $2,963  160,360  $2,485  

(1)All management fees and independent director fees are fully expensed in the period in which the underlying expense is incurred.​

Restricted Stock

Each independent director is issued a restricted stock award of 2,000 shares of the Company’s common stock subject to a one-year vesting period upon initial appointment to the Company’s Board. On August 17, 2016, the Company granted 153,000 shares of restricted stock to employees of its Manager and Servicer, which was reduced in 2017 by forfeitures of 4,000 shares, in 2018 by forfeitures of 2,666 shares and in 2019 by forfeitures of 1,667 shares. On July 24, 2017, the Company granted 39,000 shares of restricted stock to employees of its Manager and Servicer, which was reduced in 2019 by forfeitures of 333 shares. On July 31, 2018, the Company granted 36,500 shares of restricted stock to employees of its Manager and Servicer, which was reduced in 2019 by forfeitures of 2,500 shares. On August 1, 2019, the Company granted 79,000 shares of restricted stock to employees of its Manager and Servicer. The shares vest over three years, with one third of the shares vesting on each of the first, second and third anniversaries of the grant date. The shares may not be sold until the third anniversary of the grant date. Grants of restricted stock use grant date fair value of the stock as the basis for measuring the cost of the grant.

In the first quarter of 2018, the Company’s Board of Directors approved a grant of 3,000 shares of stock to each independent director, with subsequent issuance in the second quarter of 2018. Half of the shares vested immediately upon issuance and the other half were subject to a one-year vesting period.
The following table sets forth the activity in the Company’s restricted stock plans ($ in thousands, except per share amounts):

Total GrantsActivity Non-vested shares at December 31, 2019Fully-vested shares at December 31, 2019
Year ended December 31, 2019Total
shares
granted		Total
expected
cost of
grant		Shares
granted
during
the year		Grant
expense
recognized
for the
year		SharesPer share
grant fair
value		SharesPer share grant date fair value
Directors’ Grants 2018(1)
12,000  $162  —  $—  —  $13.48  12,000  $13.48  
Employee and Service Provider Grant 2016(2,6)
144,667  1,953  —  367  —  13.50  144,667  13.50  
Employee and Service Provider Grant 2017(3,7)
38,667  539  —  170  12,667  13.95  26,000  13.95  
Employee and Service Provider Grant 2018(4,8)
34,000  462  —  149  22,667  13.58  11,333  13.58  
Employee and Service Provider Grant 2019(5)
79,000  1,101  79,000  153  79,000  13.94  —  —  
Totals308,334  $4,217  79,000  $839  114,334  $13.87  194,000  $13.56  

(1)Half of the 12,000 shares granted vest immediately while the remaining shares vest ratably over a one-year from grant date. Grant is fully vested at December 31, 2019.
(2)Vesting is ratable over three-year period from grant date. Grant is fully vested at December 31, 2019.
(3)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2019 is 0.6 years.
(4)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2019 is 1.6 years.
(5)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2019 is 2.6 years.
(6)Total is shown net of 2017 forfeitures of 4,000 shares, 2018 forfeitures of 2,666 shares and 2019 forfeitures of 1,667 shares.
(7)Total is shown net of 2019 forfeitures of 333 shares.
(8)Total is shown net of 2019 forfeitures of 2,500 shares.

​Total GrantsActivity Non-vested shares at December 31, 2018Fully-vested shares at December 31, 2018
Year ended December 31, 2018Total
shares
granted		Total
expected
cost of
grant		Shares
granted
during
the year		Grant
expense
recognized
for the
year		SharesPer share
grant fair
value		SharesPer share grant date fair value
Directors’ Grants(1)
12,000  $162  12,000  $148  6,000  $13.48  6,000  $13.48  
Employee and Service Provider Grant 2016(2,5)
146,334  1,976  —  629  47,889  13.50  98,445  13.50  
Employee and Service Provider Grant 2017(3)
39,000  544  —  180  26,000  13.95  13,000  13.95  
Employee and Service Provider Grant 2018(4)
36,500  496  36,500  69  36,500  13.58  —  —  
Totals233,834  $3,178  48,500  $1,026  116,389  $13.62  117,445  $13.55  
(1)Half of the 12,000 shares granted vest immediately while the remaining shares vest ratably over one-year from grant date. Weighted average remaining life of unvested shares at December 31, 2018 is 0.2 years.
(2)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2018 is 0.6 years.
(3)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2018 is 1.6 years.
(4)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2018 is 2.6 years.
(5) Total is shown net of 2017 forfeitures of 4,000 shares and 2018 forfeitures of 2,666 shares.

​Total GrantsActivity Non-vested shares at December 31, 2017Fully-vested shares at December 31, 2017
Year ended December 31, 2017Total
shares
granted		Total
expected
cost of
grant		Shares
granted
during
the year		Grant
expense
recognized
for the
year		SharesPer share
grant fair
value		SharesWeighted
average
grant
date fair
value
Directors’ Grants(1)
10,000  $146  —  $14  —  $—  10,000  $14.61  
Employee and Service Provider Grant 2016(2,4)
149,000  2,027  —  675  99,333  13.50  49,667  13.50  
Employee and Service Provider Grant 2017(3)
39,000  542  39,000  76  39,000  13.95  —  —  
Totals198,000  $2,715  39,000  $765  138,333  $13.83  59,667  $13.69  

(1)Vesting period is one-year from grant date. Grant is fully vested at December 31, 2017.
(2)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2017 is 1.6 years​
(3)Vesting is ratable over three-year period from grant date. Weighted average remaining life of grant at December 31, 2017 is 2.6 years.
(4)Total is shown net of 2017 forfeitures of 4,000 shares.
​