Stock-Based Compensation

Amended and Restated Stock Incentive Plan

The Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the SIP) provides for the issuance of Restricted Stock Units (RSUs), stock options and other stock-based awards for a period of up to ten years to eligible employees and directors. A total of 16.0 million shares of common stock may be granted under the SIP. At December 31, 2016, RSUs with respect to approximately 14.1 million shares of common stock were issued. Total compensation cost related to unvested RSUs not yet recognized was approximately $32,559,000 at December 31, 2016 and is expected to be recognized over approximately the next three years. In January 2017, the Company granted approximately 0.8 million restricted stock units under the SIP which vest over a four year period.

Restricted Stock Units

Vested Restricted Stock Unit Grants

The Company has granted awards of vested RSUs to the non-management directors of the Company pursuant to the SIP. The directors are entitled to receive delivery of the underlying common stock on the third anniversary of the date of grant. Dividends declared during the delayed delivery period are paid to the directors in cash. From time to time, the Company grants awards of vested RSUs to certain employees pursuant to the SIP. These grants are generally delivered ratably over four years. At December 31, 2016, vested RSUs with respect to approximately 34,000 shares of common stock were outstanding pursuant to these grants. In connection with the grant of these vested RSUs, the Company recorded non-cash stock-based compensation expense of approximately $486,000, $425,000 and $352,000 for the years ended December 31, 2016, 2015 and 2014, respectively.

The following table sets forth activity relating to the Company's awards of RSUs under the SIP to the non-management directors and certain employees (share data in thousands):



	Number of Shares		Weighted Average Grant Date Fair Value
Balance at January 1, 2014	29		$	31.47
Granted	9		39.67
Delivered	(10	)	29.12
Balance at December 31, 2014	28		34.93
Granted	12		35.31
Delivered	(10	)	31.86
Balance at December 31, 2015	30		36.17
Granted	13		37.17
Delivered	(9	)	34.02
Balance at December 31, 2016	34		37.15

Unvested Restricted Stock Unit Grants

The Company grants awards of unvested RSUs to certain employees pursuant to the SIP. The fair value at the date of grant is expensed on a straight-line basis over the applicable service periods. Prior to 2015, except in circumstances where a dividend was determined to be an extraordinary dividend in the sole discretion of the Company's Compensation Committee (in which case dividend equivalents are accrued on such RSUs in the form of additional unvested RSUs), dividends were not paid to the holders of such unvested RSUs. Commencing with 2015, dividend equivalents are accrued on unvested RSUs for all dividends declared by the Company. All dividend equivalents are forfeitable until they are delivered. At December 31, 2016, RSUs with respect to approximately 307,000 shares of common stock were outstanding pursuant to these grants. Amortization expense related to the unearned stock-based compensation, net of forfeitures, was approximately $4,685,000, $5,233,000 and $8,590,000 for the years ended December 31, 2016, 2015 and 2014, respectively.

The following table sets forth activity relating to the Company's awards of RSUs under the SIP to certain employees (share data in thousands):



	Number of Shares		Weighted Average Grant Date Fair Value
Balance at January 1, 2014	950		$	26.72
Granted	110		37.33
Delivered	(361	)	24.45
Forfeited	(9	)	25.69
Balance at December 31, 2014	690		26.72
Granted	73		41.10
Delivered	(461	)	26.95
Forfeited	(6	)	40.52
Balance at December 31, 2015	296		36.36
Granted	159		30.31
Delivered	(147	)	35.52
Forfeited	(1	)	42.09
Balance at December 31, 2016	307		33.62

Incentive Bonus Plans for Employees of the Company

The Company has implemented a program for employees which, based upon compensation levels, automatically pays a portion of their year-end bonuses in the form of unvested RSUs (Mandatory Program). Dividend equivalents are accrued on the deferred compensation awards in the form of additional unvested RSUs. The RSUs under the Mandatory Program will vest and be delivered ratably over four years and the dividend equivalents will vest and be delivered on the fourth anniversary of the original grant date. The fair value at the date of grant of the RSUs under the Mandatory Program is expensed on a straight-line basis over the vesting period.

As of December 31, 2016, approximately 1,399,000 RSUs under the Mandatory Program including dividend equivalents were outstanding. Amortization expense, net of forfeitures, related to the unearned stock-based compensation under the Mandatory Program, was approximately $16,847,000, $17,315,000 and $16,178,000 for the years ended December 31, 2016, 2015 and 2014, respectively.

The following table sets forth activity relating to the Company's incentive bonus plans, including the Company match and dividend equivalents (share data in thousands):



	Number of Shares		Weighted Average Grant Date Fair Value
Balance at January 1, 2014	1,431		$	32.03
Granted	522		36.67
Delivered	(472	)	30.84
Forfeited	(27	)	34.29
Balance at December 31, 2014	1,454		34.04
Granted	496		41.45
Delivered	(607	)	32.69
Forfeited	(61	)	38.51
Balance at December 31, 2015	1,282		37.33
Granted	722		30.02
Delivered	(548	)	35.86
Forfeited	(57	)	35.14
Balance at December 31, 2016	1,399		34.22

Employee Stock Purchase Plan

Pursuant to the Amended and Restated Employee Stock Purchase Plan (ESPP), the Company allows eligible employees, as defined in the ESPP, to purchase common stock at a 15% discount from market value with a maximum of $25,000 in annual aggregate purchases by any one individual. The number of shares of common stock authorized for purchase by eligible employees is 600,000. For the years ended December 31, 2016, 2015 and 2014, approximately 19,000, 19,000 and 14,000 shares, respectively, had been purchased by eligible employees through the ESPP. For the years ended December 31, 2016, 2015 and 2014, the Company recorded a non-cash stock-based compensation expense of approximately $114,000, $95,000 and $87,000, respectively, which represents the discount on the shares issued pursuant to this plan. The ESPP will terminate upon the earliest to occur of the following: (1) termination of the ESPP by the board of directors, or (2) issuance of all of the shares reserved for issuance under the ESPP.