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Common shares | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangements [Abstract] |
Common shares | Common shares 2013 Equity Incentive Plan In April 2013, we adopted an equity incentive plan, which was amended in March 2014 and which we refer to as the 2013 Equity Incentive Plan, under which directors, officers, employees, consultants and service providers of us and our subsidiaries and affiliates are eligible to receive incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and unrestricted common stock. We initially reserved a total of 500,000 common shares for issuance under the 2013 Equity Incentive Plan which was increased by an aggregate of 5,824,646 common shares through December 31, 2020 and subsequently amended as follows: •In June 2021, we reserved an additional 386,883 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged. •In October 2021, we reserved an additional 693,864 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged. •In March 2023, we reserved an additional 1,785,500 common shares, par value $0.01 per share, for issuance pursuant to the 2013 Equity Incentive Plan. All other terms of the 2013 Equity Incentive Plan remained unchanged. Under the terms of the 2013 Equity Incentive Plan, stock options and stock appreciation rights granted under the 2013 Equity Incentive Plan will have an exercise price equal to the fair market value of a common share on the date of grant, unless otherwise determined by the plan administrator, but in no event will the exercise price be less than the fair market value of a common share on the date of grant. Options and stock appreciation rights will be exercisable at times and under conditions as determined by the plan administrator, but in no event will they be exercisable later than ten years from the date of grant. The plan administrator may grant shares of restricted stock and awards of restricted stock units subject to vesting, forfeiture and other terms and conditions as determined by the plan administrator. Following the vesting of a restricted stock unit, the award recipient will be paid an amount equal to the number of vested restricted stock units multiplied by the fair market value of a common share on the date of vesting, which payment may be paid in the form of cash or common shares or a combination of both, as determined by the plan administrator. The plan administrator may grant dividend equivalents with respect to grants of restricted stock units. Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event. In the event of a “change in control” (as defined in the 2013 Equity Incentive Plan), unless otherwise provided by the plan administrator in an award agreement, awards then outstanding will become fully vested and exercisable in full. Our Board of Directors may amend or terminate the 2013 Equity Incentive Plan and may amend outstanding awards, provided that no such amendment or termination may be made that would materially impair any rights, or materially increase any obligations, of a grantee under an outstanding award. Shareholder approval of plan amendments will be required under certain circumstances. Unless terminated earlier by our board of directors, the 2013 Equity Incentive Plan was scheduled to expire ten years from the date the plan was initially adopted. In April 2023, our Board of Directors extended the term of 2013 Equity Incentive Plan to April 2033. The following paragraphs summarize our grants of restricted stock during the years ended December 31, 2023, 2022, and 2021. The vesting periods of these grants are determined by the plan administrator and generally range from one to five years. Additionally, vesting of these grants is generally subject to a grantee's continued employment with the Company through the vesting date unless the grantee is terminated without cause or due to the grantee's death or disability. In April 2021, we issued 276,369 shares of restricted stock to certain of our employees for no cash consideration. The share price on the issuance date was $18.38 per share. The vesting schedule for these restricted shares is (i) one-third of the shares vested on March 1, 2024, (ii) one-third of the shares vest on March 3, 2025, and (iii) one-third of the shares vest on March 2, 2026. In April and May 2022, we issued an aggregate of 1,047,997 shares of restricted stock to certain of our employees, SSH employees, and independent directors for no cash consideration. The share price on the issuances dates was $21.33 and $26.11 per share, respectively. The vesting schedule for these restricted shares for employees and SSH employees is (i) one-third of the shares vest on September 3, 2024, (ii) one-third of the shares vest on September 2, 2025, and (iii) one-third of the shares vest on September 1, 2026. The vesting schedule for these restricted shares for independent directors is (i) one-third of the shares vested on December 1, 2022, (ii) one-third of the shares vested on December 1, 2023, and (iii) one-third of the shares vest on December 1, 2024. In March and April 2023, we issued an aggregate of 1,817,750 shares of restricted stock to certain of our employees, SSH employees, and independent directors for no cash consideration. The share price on the issuance dates was $55.57 and $55.89 per share, respectively. The vesting schedule for these restricted shares for employees and SSH employees is (i) one-third of the shares vest on September 2, 2025, (ii) one-third of the shares vest on September 1, 2026, and (iii) one-third of the shares vest on September 1, 2027. The vesting schedule for these restricted shares for independent directors is (i) one-third of the shares vest on April 1, 2024 (ii) one-third of the shares vest on December 2, 2024, and (iii) one-third of the shares vest on December 2, 2025. There were 15,513 shares eligible for issuance under the 2013 Equity Incentive Plan as of December 31, 2023. The following is a summary of activity for awards of restricted stock during the years ended December 31, 2023 and 2022:
|  |  | Number of Shares |  | Weighted Average Grant Date Fair Value
Outstanding and non-vested, December 31, 2021 |  | 2,997,992 |  |  | $ | 23.27 |
| Granted |  | 1,047,997 |  |  | 21.39 |
| Vested |  | (1,337,500) |  |  | 25.11 |
| Forfeited |  | (2,500) |  |  | 16.66 |
Outstanding and non-vested, December 31, 2022 |  | 2,705,989 |  |  | $ | 21.63 |
| Granted |  | 1,817,750 |  |  | 55.61 |
| Vested |  | (1,280,179) |  |  | 27.11 |
| Forfeited |  | (12,500) |  |  | 24.27 |
Outstanding and non-vested, December 31, 2023 |  | 3,231,060 |  |  | $ | 38.57 |
Compensation expense is recognized ratably over the vesting periods for each tranche using the straight-line method. Assuming that all the restricted stock will vest, the stock compensation expense in future periods, including that related to restricted stock issued in prior periods will be:
In thousands of U.S. dollars |  | Employees |  | Directors |  | Total
For the year ending December 31, 2024 |  | 34,275 |  |  | 1,455 |  |  | 35,730 |
For the year ending December 31, 2025 |  | 26,228 |  |  | 382 |  |  | 26,610 |
For the year ending December 31, 2026 |  | 13,252 |  |  | — |  |  | 13,252 |
For the year ending December 31, 2027 |  | 4,399 |  |  | — |  |  | 4,399 |
|  | $ | 78,154 |  |  | $ | 1,837 |  |  | $ | 79,991 |
Dividend Payments The following dividends were paid during the years ended December 31, 2023, 2022, and 2021.
Dividends |  | Date
per share |  | Paid
$0.10 |  | March 15, 2021
$0.10 |  | June 15, 2021
$0.10 |  | September 29, 2021
$0.10 |  | December 15, 2021
$0.10 |  | March 15, 2022
$0.10 |  | June 15, 2022
$0.10 |  | September 15, 2022
$0.10 |  | December 15, 2022
$0.20 |  | March 31, 2023
$0.25 |  | June 30, 2023
$0.25 |  | September 15, 2023
$0.35 |  | December 15, 2023
Convertible Notes Due 2025 In December 2022, all of the holders of the Convertible Notes Due 2025 converted their notes into an aggregate 5,757,698 of our common shares, as described in Note 12. 2020 $250 Million Securities Repurchase Program In May and July 2022, we repurchased $10.8 million and $1.5 million, respectively, in aggregate principal amount of our Convertible Notes Due 2025 in the open market for $12.6 million and $1.7 million. Additionally, from January 2022 through October 2022, we repurchased an aggregate of 3,120,341 of our common shares at an average price of $38.66 per share. These repurchases include the repurchase of 1,293,661 of our common shares from Eneti Inc., a former related party, for $38.65 per share and 1,826,680 common shares in the open market for an average price of $38.66 per share. These shares were purchased under the 2020 $250 Million Securities Repurchase Program. 2022 $250 Million Securities Repurchase Program In October 2022, our Board of Directors authorized a new securities repurchase program to purchase up to an aggregate of $250 million of securities, which, in addition to our common shares, consisted of our Senior Notes Due 2025 (NYSE: SBBA), and Convertible Notes Due 2025 at the date of authorization. The 2020 $250 Million Securities Repurchase Program was terminated upon the authorization of the 2022 $250 Million Securities Repurchase Program. In December 2022, we repurchased 789,532 of our common shares in the open market at an average price of $51.61 per share under the 2022 $250 Million Securities Repurchase Program. From January 1, 2023 through February 15, 2023, we repurchased an aggregate of 1,891,303 of our common shares in the open market at an average price of $50.27 per share under the 2022 $250 Million Securities Repurchase Program. 2023 Securities Repurchase Program On February 15, 2023, our Board of Directors authorized a new securities repurchase program to purchase up to an aggregate of $250 million of securities which, in addition to our common shares, consisted of our Senior Notes Due 2025 (NYSE: SBBA) at the date of authorization. The 2023 Securities Repurchase Program went into effect for trades initiated on or after February 16, 2023, thus, terminating the 2022 $250 Million Securities Repurchase Program. From February 16, 2023 through April 30, 2023, we repurchased an aggregate of 1,723,465 of our common shares in the open market at an average price of $54.37 per share under the 2023 $250 Million Securities Repurchase Program. On May 1, 2023, our Board of Directors authorized to replenish the 2023 Securities Repurchase Program up to an aggregate of $250 million of the Company’s securities, which went into effect for trades initiated on or after May 1, 2023. From May 1, 2023 through May 31, 2023, we repurchased an aggregate of 3,699,336 of our common shares in the open market at an average price of $47.54 per share under the 2023 Securities Repurchase Program. On May 31, 2023, the Board of Directors authorized to replenish the 2023 Securities Repurchase Program up to an aggregate of $250 million of the Company’s securities, which went into effect for trades initiated on or after June 1, 2023. From June 1, 2023 through November 9, 2023, we repurchased an aggregate of 2,646,219 of our common shares in the open market at an average price of $47.25 per share under the 2023 Securities Repurchase Program. On November 9, 2023, the Board of Directors authorized to replenish the 2023 Securities Repurchase Program up to an aggregate of $250 million of the Company’s securities. We had $250 million remaining under our 2023 Securities Repurchase Program as of December 31, 2023. We expect to repurchase any securities in the open market, at times and prices that are considered to be appropriate, but we are not obligated under the terms of the program to repurchase any securities. Shares outstanding We currently have 175,000,000 registered shares authorized of which 150,000,000 are designated as common shares with a par value of $0.01 and 25,000,000 are designated as preferred shares with a par value of $0.01. As of December 31, 2023, we had 53,107,765 common shares outstanding. These shares provide the holders with rights to dividends and voting rights. There were 21,389,520 and 11,429,197 common shares held in treasury at December 31, 2023 and 2022, respectively.

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