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STOCK INCENTIVE PLAN
6 Months Ended
Jun. 30, 2022
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
 
the Company’s
 
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
 
Plans 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
 
or the Manager.
 
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
 
six months
 
ended June
 
30, 2022
 
and
2021.
($ in thousands, except per share data)
Six Months Ended June 30,
2022
2021
Weighted
Weighted
Average
Average
Grant Date
Grant Date
 
Shares
Fair Value
Shares
Fair Value
Unvested, beginning of period
133,223
$
5.88
4,554
$
7.45
Granted
175,572
3.31
137,897
5.88
Vested and issued
(26,645)
5.88
(4,554)
7.45
Unvested, end of period
282,150
$
4.28
137,897
$
5.88
Compensation expense during period
$
270
$
113
Unrecognized compensation expense, end of period
$
778
$
702
Intrinsic value, end of period
$
804
$
716
Weighted-average remaining vesting term (in years)
1.6
1.9
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.
The following
 
table presents
 
information
 
related to
 
fully vested
 
common stock
issued during
 
the six months
 
ended June
 
30, 2022
 
and 2021.
 
All of the
 
fully vested
 
shares of
 
common stock
 
issued during
 
the six months
ended June
 
30, 2022
 
and 2021,
 
and the related
 
compensation
 
expense, were
 
granted with
 
respect to
 
service performed
 
during the
 
fiscal
years ended
 
December
 
31, 2021
 
and 2020,
 
respectively.
($ in thousands, except per share data)
Six Months Ended June 30,
2022
2021
Fully vested shares granted
175,572
137,897
Weighted average grant date price per share
$
3.31
$
5.88
Compensation expense related to fully vested shares of common stock awards
$
581
$
811
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.
 
Beginning
 
in 2022,
 
each non-
employee director
 
can elect
 
to receive
 
all of his
 
or her compensation
 
in the form
 
of DSUs.
 
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 dividend
 
equivalent
 
rights are
 
settled in
 
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
 
six months
 
ended June
 
30, 2022
 
and 2021.
($ in thousands, except per share data)
Six Months Ended June 30,
2022
2021
Weighted
Weighted
Average
Average
Grant Date
Grant Date
 
Shares
Fair Value
Shares
Fair Value
Outstanding, beginning of period
142,976
$
5.38
90,946
$
5.44
Granted and vested
40,881
3.66
22,528
5.64
Outstanding, end of period
183,857
$
5.00
113,474
$
5.48
Compensation expense during period
$
153
$
120
Intrinsic value, end of period
$
524
$
589