On May 16, 2014, the Company’s stockholders approved the 2014 Plan. The 2014 Plan replaced the 1999 Plan. On July 26, 2023, the Company’s stockholders approved the 2023 Plan. The 2023 Plan replaced the 2014 Plan. Like the 1999 Plan and 2014 Plan, the 2023 Plan provides for the Company to grant stock options, stock appreciation rights and restricted stock. The 2023 Plan also provides for awards based on a multi-year performance period and for annual short-term awards based on a twelve-month performance period. Shares available for issuance under the 2023 Plan are 7,955,000 shares. The Company may satisfy its obligations under any award granted under the 2023 Plan by issuing new shares. Awards previously granted under the 1999 Plan and the 2014 Plan remain outstanding in accordance with their terms.

Stock Options. The Company recognized stock-based compensation expense of $42, $339 and $849 related to stock options for the years ended December 31, 2023, 2022 and 2021, respectively. The Company has not granted option awards to employees since 2019.

All stock option awards have a contractual term of 10 years and they vested over a period of four years. The fair value of option grants was estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including expected stock price characteristics which are significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable single measure of the fair value of stock-based compensation awards.

The assumptions used under the Black-Scholes option pricing model in computing fair value of options are based on the expected option life considering both the contractual term of the option and expected employee exercise behavior, the interest rate associated with U.S. Treasury issues with a remaining term equal to the expected option life and the expected volatility of the Company’s common stock over the expected term of the option.


	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
Outstanding on January 1, 2021	3,822,819	$	15.40	4.6	$	487

Exercised	—	$	—

Outstanding on December 31, 2021	3,822,819	$	15.40	3.6	$	238

Exercised	—	$	—

Outstanding on December 31, 2022	3,822,819	$	15.40	2.6	$	794

Exercised	(1,055,315)	$	11.47

Outstanding on December 31, 2023	2,767,504	$	16.89	2.6	$	146
Options exercisable at:
December 31, 2021	2,988,727
December 31, 2022	3,415,944
December 31, 2023	2,767,504

(1)The aggregate intrinsic value represents the amount by which the fair value of the underlying common stock ($11.28, $11.86 and $11.48 as of December 31, 2023, 2022 and 2021, respectively) exceeds the option exercise price.


			Options Outstanding				Options Exercisable
Range of Exercise Prices			Outstanding as of	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Exercisable as of	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Aggregate Intrinsic Value
			12/31/2023				12/31/2023
$9.86	-	$11.83	406,875	5.2	$	10.92	406,875	5.2	$	10.92	$	—
$11.83	-	$13.80	—	—	$	—	—	—	$	—	$	—
$13.80	-	$15.77	519,278	0.4	$	14.68	519,278	0.4	$	14.68	$	—
$15.77	-	$17.74	—	—	$	—	—	—	$	—	$	—
$17.74	-	$19.71	1,841,351	2.6	$	18.84	1,841,351	2.6	$	18.84	$	—



			2,767,504	2.6	$	16.89	2,767,504	2.6	$	16.89	$	146

In accordance with ASU 2016-09, the Company reflects the net excess tax benefits of stock-based compensation in its consolidated financial statements as a component of “Cash Flows from Operating Activities.”

The Company has elected to use the long-form method under which each award grant is tracked on an employee-by-employee basis and grant-by-grant basis to determine if there is a tax benefit or tax deficiency for such award. The Company then compares the fair value expense to the tax deduction received for each grant in order to calculate the related tax benefits and deficiencies. All excess tax benefits and deficiencies are recognized as a component of income tax expense or benefit on the income statement.

The total intrinsic value of options exercised during the year ended December 31, 2023 was $1,066. Tax benefits related to option exercises of $417 were recorded as reductions to income tax expense for the year ended December 31, 2023.

Restricted Stock Awards. The Company recognizes compensation expense using the fair value method. All awards vest over a period that ranges between two and four years. For time-based share awards, the Company recognizes compensation cost net of an estimated forfeiture rate ratably using the straight-line attribution method over the expected vesting period. For performance-based share awards, the Company estimates compensation cost based on the probability of the performance condition being achieved and recognizes expense ratably using the straight-line attribution method over the expected vesting period. If all or a portion of the performance condition is not expected to be met, the appropriate amount of previously recognized compensation expense is reversed and future compensation expense is adjusted accordingly.

The Company recognized stock-based compensation expense of $10,069, $7,509 and $13,949 related to restricted stock awards for the years ended December 31, 2023, 2022 and 2021, respectively.


	Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2023	1,980,000	$	12.24
Granted (1)	1,335,000	$	12.83
Vested (2)	(613,750)	$	12.37
Forfeited	—	$	—
Nonvested at December 31, 2023	2,701,250	$	12.51

As of December 31, 2023, there was $22,566 of total unrecognized compensation costs related to unvested restricted stock awards. The cost is expected to be recognized over a weighted-average period of approximately 1.33 years.

The Company’s accounting policy is to treat dividends paid on unvested restricted stock as a reduction to additional paid-in capital on the Company’s consolidated balance sheets.

Included in the stock compensation costs for the year ended December 31, 2021, were expenses of $4,317 associated with the acceleration of stock compensation in connection with the Company’s Distribution of Douglas Elliman.