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STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

NOTE 11 – STOCK-BASED COMPENSATION

On June 10, 2022, the Board of Directors of FCPT adopted, and FCPT’s stockholders approved, the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Amended Plan”) to, among other things, increase the maximum number of shares of our common stock reserved for issuance under the 2015 Plan by 1,500,000 shares to 3,600,000 shares.

At September 30, 2024, 1,532,106 shares of common stock were available for award under the Plan. The unamortized compensation cost of awards issued under the Plan totaled approximately $10.0 million at September 30, 2024 as shown in the following table.

 

(In thousands)

 

Restricted
Stock Units

 

 

Restricted
Stock
Awards

 

 

Performance
Stock
Awards

 

 

Total

 

Unrecognized compensation cost at January 1, 2024

 

$

1,672

 

 

$

3,142

 

 

$

2,648

 

 

$

7,462

 

Equity grants

 

 

1,974

 

 

 

3,339

 

 

 

3,064

 

 

 

8,377

 

Equity grant forfeitures

 

 

(322

)

 

 

(233

)

 

 

(100

)

 

 

(655

)

Equity compensation expense

 

 

(1,035

)

 

 

(2,343

)

 

 

(1,808

)

 

 

(5,186

)

Unrecognized Compensation Cost at September 30, 2024

 

$

2,289

 

 

$

3,905

 

 

$

3,804

 

 

$

9,998

 

 

At September 30, 2024, the weighted average amortization period remaining for all of our equity awards was 2.0 years.

Restricted Stock Units

RSUs have been granted at a value equal to the five-day average or day of closing market price of our common stock on the date of grant, and will be settled in stock at the end of their vesting periods, which range between one and five years.

At September 30, 2024 and December 31, 2023, there were 243,685 and 191,081 RSUs outstanding, respectively. During the three months ended September 30, 2024, no RSUs were granted, no RSUs were forfeited, and no RSUs vested. During the nine months ended September 30, 2024, 80,997 RSUs were granted, 11,772 RSUs were forfeited, and 16,621 RSUs vested. Restrictions on these RSUs lapse through 2029.

Restricted Stock Awards

RSAs have been granted at a value equal to the five-day average closing market price of our common stock on the date of grant and will be settled in stock at the end of their vesting periods, which range between one and three years.

At September 30, 2024 and December 31, 2023, there were 227,191 and 198,636 RSAs outstanding, respectively. During the three months ended September 30, 2024, no RSAs were granted and 3,486 RSAs were forfeited. There were 2,535 RSAs vested, of which 784 were designated for tax withholdings. During the nine months ended September 30, 2024, 137,983 RSAs were granted, 8,981 RSAs were forfeited, and restrictions on 100,447 RSAs lapsed and were distributed, of which 41,680 RSAs were designated for tax withholdings. Restrictions on these RSAs lapse through 2027. The Company expects all RSAs to vest.

Performance-Based Restricted Stock Awards

At September 30, 2024 and December 31, 2023, the target number of PSUs that were unvested was 245,004 and 225,654, respectively. During the three months ended September 30, 2024, no PSUs were granted, no PSUs vested, and no PSUs were forfeited. During the nine months ended September 30, 2024, PSUs with a target number of 95,682 shares were granted and 3,309 PSUs were forfeited. PSUs with a target number of 73,023 shares vested with a total shareholder return of 0.0% of target, resulting in the distribution of no shares.

The performance period of the unvested grants run from January 1, 2024 through December 31, 2026, from January 1, 2023 through December 31, 2025, and from January 1, 2022 through December 31, 2024. Pursuant to the PSU award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial target number of shares granted multiplied by a percentage range between 0% and 200%. The percentage range is based on the attainment of a combination of relative shareholder return and total shareholder return of the Company compared to certain specified peer groups of companies during the performance period. The grant date fair values of PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 20 trading days prior to the grant date and a range of performance-based vesting based on estimated total stockholder return over a three year performance period.

For the 2024 PSU grant, the Company used an implied volatility assumption of 21.9% (based on historical volatility), risk free rate of 4.09%, and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs), which resulted in a grant date fair value of $2.9 million.

Based on the grant date fair value, the Company expects to recognize $3.8 million in compensation expense on a straight-line basis over the remaining requisite service period associated with the unvested PSU awards.