Stock-based Payments and Director Fees

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Each of the Company’s independent directors received an annual retainer of $140,000, payable quarterly, 50% of which is payable in shares of the Company's common stock and 50% in cash. However, the Company has the option to pay the annual retainer with up to 100% in cash at its discretion, and pay the remainder in shares of its common stock. During the six months ended June 30, 2024, the Company's lead director of the special committee received an additional one-time payment of $15,000, paid as a lump sum, 100% of which was paid in shares of the Company's common stock.

The following table sets forth the Company’s stock-based independent director fees ($ in thousands):

Stock-based Director Fees


	For the three months ended June 30,
	2024			2023
	Number of shares	Amount of expense recognized		Number of shares	Amount of expense recognized
Independent director fees	—	$	—	—	$	—
Totals	—	$	—	—	$	—


	For the six months ended June 30,
	2024			2023
	Number of shares	Amount of expense recognized		Number of shares	Amount of expense recognized
Independent director fees	3,080	$	15	13,020	$	88
	3,080	$	15	13,020	$	88

Restricted Stock

The Company may periodically issue equity or equity-based incentive awards to RCM GA, which may in turn issue incentives to the directors, managers, officers, employees of, or advisors or consultants to, RCM GA or its affiliate. The Company previously granted shares of its common stock to employees of the Former Manager and the Former Servicer. The Company granted no shares of its common stock during the three months ended June 30, 2024; however, during the six months ended June 30, 2024 the Company granted 66,421 shares of its common stock, which have vesting periods of up to one year. Comparatively, the Company granted 22,459 and 25,459 shares of its common stock to employees of the Former Manager and the Former Servicer during the three and six months ended June 30, 2023, respectively, which have vesting periods of four years. Grants of restricted stock use grant date fair value of the stock as the basis for measuring the cost of the grant. All restricted stock granted to employees of the Former Manager and the Former Servicer vested as of May 20, 2024 in connection with stockholder approval of the change in external manager.

The Company may issue grants of its shares of common stock from time to time to its directors. Also, in connection with the Rithm transaction, any former Board of Director's shares that did not fully vest as of the transaction date were forfeited. The two remaining Directors that remained on the reconstituted Board of Directors remain on the same vesting terms.

Under the Company’s 2014 Director Equity Plan and 2016 Equity Incentive Plan the Company made grants of restricted stock to its Directors and to employees of the Former Manager and the Former Servicer as set forth in the table below:


	Employee and Service Provider Grants				Director Grants
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Six months ended June 30, 2023
December 31, 2022 outstanding unvested share grants	310,262		$	10.98	—		$	—
Shares vested	(30,515)		11.56		—		—
Shares forfeited	(5,668)		10.30		—		—
Shares granted	3,000		7.34		25,000		7.15
March 31, 2023 outstanding unvested share grants	277,079		$	10.88	25,000		$	7.15
Shares vested	(9,475)		11.25		—		—
Shares forfeited	(7,084)		11.16		—		—
Shares granted	22,459		6.50		—		—
June 30, 2023 outstanding unvested share grants	282,979	(1)	$	10.52	25,000	(2)	$	7.15

(1)Weighted average remaining life of unvested shares for employee and service provider grants at June 30, 2023 is 2.0 years.

(2)Weighted average remaining life of unvested shares for director grants at June 30, 2023 is 1.7 years.


	Employee and Service Provider Grants			Director Grants
	Shares	Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Six months ended June 30, 2024
December 31, 2023 outstanding unvested share grants	159,142	$	10.33	25,000		$	7.15
Shares vested	(3,250)	10.74		—		—
Shares forfeited	(2,167)	7.89		—		—
Shares granted	66,421	3.59		—		—
March 31, 2024 outstanding unvested share grants	220,146	$	8.29	25,000		$	7.15
Shares vested	(210,093)	9.40		(12,500)		7.15
Shares forfeited	(10,053)	8.79		(7,500)		7.15
Shares granted	—	—		—		—
June 30, 2024 outstanding unvested share grants	—	$	—	5,000	(1)	$	7.15

(1)Weighted average remaining life of unvested shares for employee and service provider grants at June 30, 2024 is 0.7 years.

The following table presents the expenses for the Company's equity incentive plans ($ in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Restricted stock grants	$	1,156	$	284	$	1,409	$	801
Director grants	18		7		40		14
Total expenses for plan grants	$	1,174	$	291	$	1,449	$	815