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Stock Incentive Plans
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Incentive Plans Stock Incentive Plans
2014 Management Incentive Plan
 
On October 15, 2014, in accordance with the Plan of Reorganization, the Company adopted the post-emergence Management Incentive Program (the “2014 Plan”), which provided for the distribution of common stock and options to certain members of its senior management team and certain other employees.

As of December 31, 2022 and 2021, there were no restricted stock awards or options vested and unexercised or unvested and unexercised outstanding under the 2014 Plan. The 2016 Plan (as described below) replaced the 2014 Plan and no other awards will be granted under the 2014 Plan.
2016 Equity Compensation Plan
 
On December 15, 2016, the Company’s shareholders approved the Eagle Bulk Shipping Inc. 2016 Equity Compensation Plan (the “2016 Plan”) and the Company registered 764,087 shares of common stock for potential issuance under the 2016 Plan. On June 7, 2019, the Company’s shareholders approved an amendment and restatement of the 2016 Plan, which increased the number of shares reserved under the 2016 Plan by an additional 357,142 shares to a maximum of 1,121,229 shares of common stock. On June 14, 2022, the Company’s shareholders approved a second amendment and restatement of the 2016 Plan, which increased the number of shares reserved under the 2016 Plan by an additional 300,000 shares to a maximum of 1,421,229 shares of common stock. The 2016 Plan permits the granting of restricted stock, unrestricted stock, restricted stock units (“RSUs”), performance condition awards, incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalents and other equity-based or equity-related awards (collectively, “Awards”). As of December 31, 2022, 319,021 shares were eligible to be granted under the 2016 Plan.

Under the terms of the 2016 Plan, awards for up to a maximum of 428,571 shares of common stock, in the form of Awards, may be granted to any one employee of the Company and its subsidiaries during any one calendar year, subject to adjustment as provided in the 2016 Plan. In addition, awards for up to a maximum of 71,428 shares of common stock, in the form of Awards, may be granted under the 2016 Plan to any non-employee director of the Company during any one calendar year, subject to adjustment as provided in the 2016 Plan. Any director, officer, employee or consultant of the Company or any of its subsidiaries (including any prospective officer or employee) is eligible to be designated to participate in the 2016 Plan. The Company, in its sole discretion, may withhold shares with a fair market value equivalent to the maximum statutory withholding liability when an award holder elects to have the Company withhold from delivery shares of common stock and remit that amount in cash to the appropriate taxation authorities.

During the years ended December 31, 2022, 2021 and 2020, the Company granted restricted stock awards to certain employees. Generally, these restricted stock awards vest in three equal installments on January 2nd of each of the three years that follow the date of grant, however, certain of these awards vest in a single installment after a specified period of time following the date of grant. In addition, during the years ended December 31, 2022, 2021 and 2020, the Company granted unrestricted stock awards to the non-employee members of the Board of Directors. Generally, these unrestricted stock awards vest upon grant. The fair value of these restricted and unrestricted stock awards was estimated using the closing share price of the Company’s common stock on the date of grant.

During the years ended December 31, 2022 and 2021, the Company granted performance-based restricted stock and RSU awards that were contingent upon the Company’s earnings per share for a specified performance period. The total quantity of restricted shares and RSUs eligible to vest under these awards range from zero to 200% of the target based on actual earnings per share during the performance period. The grant date fair value of these awards was estimated using the closing share price of the Company’s common stock on the date of grant and compensation cost related to these awards is recognized based on the relative satisfaction of the performance condition as of the reporting date.

During the years ended December 31, 2022 and 2021, the Company granted performance based restricted stock and RSU awards that were contingent upon the Company’s relative total shareholder return (“TSR”) for a specified performance period. TSR is calculated based on the Company’s total shareholder return compared to that of certain peer companies specified in the related award agreements over the performance period and is calculated based on the change in the average daily closing stock price over a 20-trading-day period from the beginning to the end of the performance period, plus dividends paid during the performance period. The total quantity of restricted shares and RSUs eligible to vest under these awards range from zero to 200% of the target based on actual relative TSR performance during the performance period. The grant date fair value of these awards was estimated using a Monte Carlo simulation model. Significant inputs used in the estimation of fair value of these awards granted during the years ended December 31, 2022 and 2021 is as follows:
Significant InputDecember 31, 2022December 31, 2021
Closing share price of our common stock
$53.24 to $65.88
$49.77
Risk-free rate of return
1.05% to 4.23%
0.05%
Expected volatility of our common stock
54.74% to 71.40%
55.66%
Holding period discount
0.00% to 11.41%
8.10%
Simulation term (in years)
0.81 to 3.5
0.33
Range of target
0% to 200%
100%

A summary of restricted stock and RSU activity under the 2016 Plan for the years ended December 31, 2022, 2021 and 2020 is as follows:

 Number of Restricted shares and RSUsWeighted Average Grant Date Fair ValueAggregate Fair Value (in millions)
Unvested awards as of December 31, 2019222,786 $32.63 
Granted107,930 $22.12 
Vested(109,452)$32.63 
Forfeited(3,251)$32.63 
Unvested awards as of December 31, 2020218,013 $27.48 
Granted160,878 $36.58 
Vested(124,447)$29.62 
Forfeited(7,818)$31.33 
Unvested awards as of December 31, 2021246,626 $32.72 
Granted205,131 $52.90 
Vested(125,033)$33.78 
Forfeited(3,596)$34.46 
Unvested awards as of December 31, 2022323,128 $45.10 $16.1 
The fair value as of the respective vesting dates of restricted stock and RSUs for the years ended December 31, 2022, 2021 and 2020 was $5.6 million, $2.7 million and $3.2 million, respectively. The majority of restricted stock and RSUs that vested during the years ended December 31, 2022, 2021 and 2020 were net share settled. For the years ended December 31, 2022, 2021 and 2020, 46 thousand, 43 thousand and 39 thousand shares were withheld by the Company and $2.4 million, $1.9 million and $1.2 million was paid to taxing authorities for employee tax obligations, respectively.

Prior to December 31, 2019, certain stock options were granted to employees of the Company under the 2016 Plan. As of December 31, 2022, there were no options vested and unexercised or unvested and unexercised outstanding under the 2016 Plan. As of December 31, 2021, there were 47,568 options vested but not exercised with a weighted average exercise price and grant date fair value of $38.92 and $18.20 per option, respectively. During the year ended December 31, 2022, 47,568 options with an aggregate intrinsic value of $0.6 million were exercised, 39,491 stock options were cancelled by the Company in satisfaction of employee tax obligations and 8,077 shares of common stock were issued.
Stock-based compensation expense, which is recognized in General and administrative expenses in the Consolidated Statements of Operations, for the years ended December 31, 2022, 2021 and 2020 was as follows:

 For the Years Ended
December 31, 2022December 31, 2021December 31, 2020
Stock-based compensation expense$6,108 $3,481 $3,048 
 
Stock-based compensation expense related to unvested awards yet to be recognized as of December 31, 2022 totaled $8.6 million and is expected to be recognized, on a weighted average basis, over 2.4 years.