Stock-based Payments and Director Fees

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Pursuant to the terms of the Management Agreement, the Company may pay a portion of the base management 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 record date of the most recent regular quarterly dividend to holders of the common stock. For both the three months ended March 31, 2022 and 2021, the Company recognized base management fees to the Manager of $2.3 million, of which none was settled in shares of its common stock. However, for the three months ended March 31, 2022, the Company issued 39,558 shares of its common stock related to the base management fee for the fourth quarter of 2021 that was approved by the Board during the first quarter of 2022. Also, during the three months ended March 31, 2022 and 2021, the Company recorded an incentive fee of $0.1 million and zero, respectively, of which none was settled in shares of its common stock.

As of December 31, 2021, each of the Company’s independent directors received an annual retainer of $100,000, payable quarterly, 40% 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 60% in cash. The annual fee was increased to $140,000, 50% of which is payable in shares of the Company's common stock and 50% in cash, which became effective as of January 1, 2022.

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

Stock-based Management Fees and Director Fees


	For the three months ended March 31,
	2022				2021
	Number of shares	Amount of expense recognized			Number of shares	Amount of expense recognized
Management fees	39,558	$	—	(1)	—	$	—
Independent director fees	7,765	88			3,945	50
Totals	47,323	$	88		3,945	$	50

(1)Management fees were fully expensed during the fourth quarter of 2021, the period in which the services were provided. However, the shares associated with these services were approved and issued by the Board during the first quarter of 2022.

Restricted Stock

The Company periodically grants shares of its common stock to employees of its Manager and Servicer. The Company granted 22,765 shares of its common stock in the quarter ended March 31, 2022, of which 14,765 shares vest over one year and 8,000 shares vest over 1.5 years following the grant date. There were no grants of the Company's common stock to employees of its Manager or Servicer in the quarter ended March 31, 2021. Grants of restricted stock use grant date fair value of the stock as the basis for measuring the cost of the grant.

Each independent member of the Company's Board of Directors is issued a restricted stock award of 2,000 shares of the Company’s common stock upon joining the Board. Additionally, the Company may issue grants of its shares of common stock from time to time to its directors.

Under the Company’s 2014 Director Equity Plan and 2016 Equity Incentive Plan the Company made grants of restricted stock to its Directors and to employees of its Manager and Servicer as set forth the table below:


	Employee and Service Provider Grants			Director Grants
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Three months ended March 31, 2021
December 31, 2020 outstanding unvested share grants	163,083	$	11.07	—	$	—
Shares vested	—	—		(2,000)	12.00
Shares forfeited	—	—		—	—


	Employee and Service Provider Grants			Director Grants
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Shares granted(1)	—	—		2,000	12.00
March 31, 2021 outstanding unvested share grants	163,083	$	11.07	—	$	—

(1)Shares granted vest immediately.


	Employee and Service Provider Grants			Director Grants
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Three months ended March 31, 2022
December 31, 2021 outstanding unvested share grants	228,365	$	12.05	8,000	$	12.53
Shares vested	—	—		—	—
Shares forfeited	(17,335)	11.93		—	—
Shares granted(1)	22,765	11.42		—	—
March 31, 2022 outstanding unvested share grants	233,795	$	12.00	8,000	$	12.53

(1)Vesting is ratable over one-year and 1.5-year period from grant date. Weighted average remaining life of grants at March 31, 2022 is one-year and 1.5 years, respectively.

The following table presents the expenses for the Company's restricted stock plan ($ in thousands):


	Three months ended March 31,
	2022		2021
Restricted stock grants	$	225	$	207
Director grants	25		24
Total expenses for plan grants	$	250	$	231