Two Harbors Investment Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Equity Incentive Plan

Equity Incentive Plan

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

The Company’s Second Restated 2009 Equity Incentive Plan, or the Plan, provides incentive compensation to attract and retain qualified directors, officers, personnel and other parties who may provide significant services to the Company. The Plan is administered by the compensation committee of the Company’s board of directors. The compensation committee has the full authority to administer and interpret the Plan, to authorize the granting of awards, to determine the eligibility of potential recipients to receive an award, to determine the number of shares of common stock to be covered by each award (subject to the individual participant limitations provided in the Plan), to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the Plan), to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. In connection with this authority, the compensation committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse.

The Plan provides for grants of restricted common stock, restricted stock units, or RSUs, phantom shares, dividend equivalent rights and other equity-based awards, subject to a ceiling of 6,500,000 shares available for issuance under the Plan. The Plan allows for the Company’s board of directors to expand the types of awards available under the Plan to include long-term incentive plan units in the future. If an award granted under the Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Unless earlier terminated by the Company’s board of directors, no new award may be granted under the Plan after the tenth anniversary of the date that the Plan was approved by the Company’s board of directors. No award may be granted under the Plan to any person who, assuming payment of all awards held by such person, would own or be deemed to own more than 9.8% of the outstanding shares of the Company’s common stock.

During the three months ended March 31, 2021, the Company granted 612,596 RSUs to certain eligible employees pursuant to the terms of the Plan and the associated award agreements. The estimated fair value of these awards was $7.05 per share on grant date, based on the adjusted closing market price of the Company’s common stock on the NYSE on such date. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date, as long as such grantee complies with the terms and conditions of his or her applicable RSU agreement. The RSUs entitle the grantee to receive dividend equivalent rights, or DERs, during the vesting period. The DERs represent the right to receive cash payments equal to the amount of cash dividends declared and payable on the same number of shares of the Company’s common stock as the number of unvested RSUs. In the event that an RSU is forfeited, the related DER which has not yet been paid shall be forfeited.

The following table summarizes the activity related to RSUs for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021			2020
	Units	Weighted Average Grant Date Fair Market Value		Units	Weighted Average Grant Date Fair Market Value
Outstanding at Beginning of Period	—	$	—	—	$	—
Granted	612,596	7.05		—	—
Vested	—	—		—	—
Forfeited	—	—		—	—
Outstanding at End of Period	612,596	$	7.05	—	$	—

During the three months ended March 31, 2020, the Company granted 686,770 shares of restricted common stock, to the Company’s executive officers and other eligible individuals, pursuant to the terms of the Plan and the associated award agreements. The estimated fair value of these awards was $15.23 per share on grant date, based on the adjusted closing market price of the Company’s common stock on the NYSE on such date. The shares underlying the grants vest in three equal annual installments commencing on the first anniversary of the grant date, as long as such grantee complies with the terms and conditions of his or her applicable restricted stock award agreement.

The following table summarizes the activity related to restricted common stock for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021			2020
	Shares	Weighted Average Grant Date Fair Market Value		Shares	Weighted Average Grant Date Fair Market Value
Outstanding at Beginning of Period	1,221,995	$	13.80	1,062,901	$	15.26
Granted	—	—		686,770	15.23
Vested	(518,216)	(15.00)		(501,403)	(15.57)
Forfeited	—	—		(5,456)	(14.97)
Outstanding at End of Period	703,779	$	12.91	1,242,812	$	15.12

For the three months ended March 31, 2021 and 2020, the Company recognized compensation related to RSUs and restricted common stock granted pursuant to the Plan of $1.8 million and $2.3 million, respectively. As of March 31, 2021, the Company had $7.7 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.2 years.