Stock-based Compensation

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based Compensation

The Company does not have any employees. As of September 30, 2022, certain individuals employed by an affiliate of the Manager and certain members of the Company’s Board of Directors were compensated, in part, through the issuance of stock-based instruments.

The Company’s Board of Directors has adopted, and the Company’s stockholders have approved, the TPG RE Finance Trust, Inc. 2017 Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the grant of equity-based compensation awards to the Company’s, and its affiliates’, directors, officers, employees (if any) and consultants, and the members, officers, directors, employees and consultants of our Manager or its affiliates, as well as to our Manager and other entities that provide services to us and our affiliates and the employees of such entities. The total number of shares of common stock or long-term incentive plan (“LTIP”) units that may be awarded under the Incentive Plan is 4,600,463. The Incentive Plan will automatically expire on the tenth anniversary of its effective date, unless terminated earlier by the Company’s Board of Directors.

Generally, common shares vest over a four-year period pursuant to the terms of the award and the Incentive Plan with the exception of deferred stock units granted to certain members of the Company's Board of Directors that are vested upon issuance. Over the next four years the number of common shares associated with outstanding stock-based compensation awards that will vest include the following: 274,041 in 2023, 220,758 in 2024, 136,859 in 2025 and 30,048 in 2026. During the three months ended September 30, 2022, no common shares vested, no common shares were granted or issued by the Company and there were no forfeitures of common shares. During the nine months ended September 30, 2022, 278,821 common shares vested, of which the Company issued 214,297 shares of common stock. During the nine months ended September 30, 2022, the Company granted 120,192 common shares and forfeited 15,594 common shares related to certain individuals employed by an affiliate of the Manager pursuant to the terms of the Incentive Plan.

During the three and nine months ended September 30, 2022, the Company accrued 3,239 and 7,699 shares of common stock, respectively, for dividends that are paid-in kind to non-management members of its Board of Directors related to the dividend payable to holders of record of our common stock as of March 29, 2022, June 28, 2022 and September 28, 2022. Dividends payable to holders of such grants made on December 17, 2021 and thereafter will be paid in cash.

As of September 30, 2022, total unrecognized compensation costs relating to unvested stock-based compensation arrangements was $7.2 million. These compensation costs are expected to be recognized over a weighted average period of 1.3 years from September 30, 2022. For the three months ended September 30, 2022 and 2021, the Company recognized $0.9 million and $1.3 million, respectively, of stock-based compensation expense. For the nine months ended September 30, 2022 and 2021, the Company recognized $3.5 million and $4.1 million, respectively, of stock-based compensation expense.