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STOCK INCENTIVE PLAN
12 Months Ended
Dec. 31, 2021
Employee Benefits And Share Based Compensation [Abstract]  
Stock incentive Plan
NOTE 8.
 
STOCK INCENTIVE PLAN
In 2021, the Company’s Board of Directors adopted, and the stockholders approved, the
 
Orchid Island Capital, Inc. 2021 Equity
Incentive Plan (the “2021 Incentive Plan”) to replace the Orchid Island Capital,
 
Inc. 2012 Equity Incentive Plan (the “2012 Incentive
Plan” and together with the 2021 Incentive Plan, the “Incentive Plans”). The 2021 Incentive
 
Plan provides for the award of stock
options, stock appreciation rights, stock award, performance units, other equity-based
 
awards (and dividend equivalents with respect to
awards of performance units and other equity-based awards) and incentive
 
awards.
 
The 2021 Incentive Plan is administered by the
Compensation Committee of the Company’s Board of Directors except that the Company’s full Board
 
of Directors will administer
awards made to directors who are not employees of the Company or its affiliates. The
 
2021 Incentive Plan provides for awards of up to
an aggregate of
10
% of the issued and outstanding shares of our common stock (on a fully
 
diluted basis) at the time of the awards,
subject to a maximum aggregate
7,366,623
 
shares of the Company’s common stock that may be issued under the 2021 Incentive Plan.
The 2021 Incentive Plan replaces the 2012 Incentive Plan, and no further
 
grants will be made under the 2012 Incentive Plan.
 
However, any outstanding awards under the 2012 Incentive Plan will continue in accordance with the terms of the
 
2012 Incentive Plan
and any award agreement executed in connection with such outstanding awards.
Performance Units
The Company has issued, and may in the future issue additional performance units
 
under the Incentive Plan to certain executive
officers and employees of its Manager.
 
“Performance Units” vest after the end of a defined performance period,
 
based on satisfaction
of the performance conditions set forth in the performance unit agreement.
 
When earned, each Performance Unit will be settled by the
issuance of one share of the Company’s common stock, at which time the Performance
 
Unit will be cancelled.
 
The Performance Units
contain dividend equivalent rights, which entitle the Participants to receive distributions
 
declared by the Company on common stock,
but do not include the right to vote the underlying shares of common stock.
 
Performance Units are subject to forfeiture should the
participant no longer serve as an executive officer or employee of the Company.
 
Compensation expense for the Performance Units,
included in incentive compensation on the statements of operations, is recognized
 
over the remaining vesting period once it becomes
probable that the performance conditions will be achieved.
The following table presents information related to Performance Units outstanding during
 
the years ended December 31, 2021 and
2020.
($ in thousands, except per share data)
2021
2020
Weighted
Weighted
Average
Average
Grant Date
Grant Date
 
Shares
Fair Value
Shares
Fair Value
Unvested, beginning of period
4,554
$
7.45
19,021
$
7.78
Granted
137,897
5.88
-
-
Forfeited
(4,674)
5.88
(1,607)
7.45
Vested and issued
(4,554)
7.45
(12,860)
7.93
Unvested, end of period
133,223
$
5.88
4,554
$
7.45
Compensation expense during period
$
321
$
38
Unrecognized compensation expense, end of period
$
467
$
4
Intrinsic value, end of period
$
599
$
24
Weighted-average remaining vesting term (in years)
1.4
0.8
The number of shares of common stock issuable upon the vesting of the remaining
 
outstanding Performance Units was reduced in
2020 as a result of the book value impairment event that occurred pursuant
 
to the Company's Long Term Incentive Compensation
Plans (the "Plans"). The book value impairment event occurred when the Company's
 
book value per share declined by more than 15%
during the quarter ended March 31, 2020 and the Company's book value
 
per share decline from January 1, 2020 to June 30, 2020 was
more than 10%. The Plans provide that if such a book value impairment event
 
occurs, then the number of outstanding Performance
Units that are outstanding as of the last day of such two-quarter period shall be reduced
 
by 15%.
Stock Awards
The Company has issued, and may in the future issue additional, immediately vested
 
common stock under the Incentive Plans to
certain executive officers and employees of its Manager. Compensation expense for the stock awards is based on the fair
 
value of the
Company’s common stock on the grant date and is included in incentive compensation
 
in the statements of operations. The following
table presents information related to fully vested common stock issued during
 
the years ended December 31, 2021 and 2020. All of the
fully vested shares of common stock issued during the year ended December 31,
 
2021, and the related compensation expense, were
granted with respect to service performed during the previous fiscal year.
The awards issued during the year ended December 31, 2021 were granted
 
with respect to service performed in 2020. Approximately $600,000
of compensation expense related to the 2021 awards was accrued and recognized
 
in 2020.
Deferred Stock Units
Non-employee directors receive a portion of their compensation in the
 
form of deferred stock unit awards (“DSUs”) pursuant to the
Incentive Plans.
 
Each DSU represents a right to receive one share of the Company’s
 
common stock. The DSUs are immediately
vested and are settled at a future date based on the election of the individual participant.
 
Compensation expense for the DSUs is
included in directors’ fees and liability insurance in the statements of operations. The DSUs
 
contain dividend equivalent rights, which
entitle the participant to receive distributions declared by the Company on common
 
stock.
 
These distributions will be made in the form
of cash or additional DSUs at the participant’s election. The DSUs do not include the right
 
to vote the underlying shares of common
stock.
The following table presents information related to the DSUs outstanding during
 
the years ended December 31, 2021 and 2020.
($ in thousands, except per share data)
2021
2020
Weighted
Weighted
Average
Average
Grant Date
Grant Date
 
Shares
Fair Value
Shares
Fair Value
Outstanding, beginning of period
90,946
$
5.44
43,570
$
6.56
Granted and vested
52,030
5.29
47,376
4.41
Outstanding, end of period
142,976
$
5.38
90,946
$
5.44
Compensation expense during period
$
240
$
180
Intrinsic value, end of period
$
643
$
473