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STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2025
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 March 31, 2025, 1,121,407 shares of common stock were available for award under the Plan. The unamortized compensation cost of awards issued under the Plan totaled approximately $13.6 million at March 31, 2025 as shown in the following table.

Equity Compensation Costs by Award Type

 

(In thousands)

 

Restricted
Stock Units

 

 

Restricted
Stock
Awards

 

 

Performance
Stock
Awards

 

 

Total

 

Unrecognized compensation cost at January 1, 2025

 

$

1,861

 

 

$

3,129

 

 

$

3,166

 

 

$

8,156

 

Equity grants

 

 

1,360

 

 

 

4,075

 

 

 

2,839

 

 

 

8,274

 

Equity grant forfeitures

 

 

 

 

 

(38

)

 

 

 

 

 

(38

)

Equity compensation expense

 

 

(475

)

 

 

(1,673

)

 

 

(612

)

 

 

(2,760

)

Unrecognized Compensation Cost at March 31, 2025

 

$

2,746

 

 

$

5,493

 

 

$

5,393

 

 

$

13,632

 

 

At March 31, 2025, the weighted average amortization period remaining for all of our equity awards was 2.3 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 March 31, 2025 and December 31, 2024, there were 277,577 and 243,685 RSUs outstanding, respectively. During the three months ended March 31, 2025, 53,383 RSUs were granted, 19,491 RSUs vested, and no RSUs were forfeited. 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 March 31, 2025 and December 31, 2024, there were 229,945 and 225,582 RSAs outstanding, respectively. During the three months ended March 31, 2025, 148,243 RSAs were granted and 1,504 RSAs were forfeited. There were 142,376 RSAs vested, of which 67,964 were designated for tax withholdings. Restrictions on these RSAs lapse through 2028. The Company expects all RSAs to vest.

Performance-Based Restricted Stock Awards

At March 31, 2025 and December 31, 2024, the target number of PSUs that were unvested was 273,600 and 245,004, respectively. During the three months ended March 31, 2025, PSUs with a target number of 92,662 shares were granted and no shares were forfeited. During the three months ended March 31, 2025, PSUs with a target number of 64,066 vested with a total shareholder return of 108.4%, resulting in the distribution of 69,451 shares.

The performance period of the unvested grants run from January 1, 2025 through December 31, 2027, January 1, 2024 through December 31, 2026, and from January 1, 2023 through December 31, 2025. 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 fair value of the performance shares were estimated on the date of grant using a Monte Carlo Simulation model.

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 2025 PSU grant, the Company used an implied volatility assumption of 21.0% (based on historical volatility), risk free rate of 4.0%, 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).

Based on the grant date fair value, the Company expects to recognize $5.4 million in compensation expense on a straight-line basis over the remaining requisite service period associated with the unvested PSU awards.