Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation—The Company recorded stock-based compensation expense, including the expense related to performance incentive plans (see below), of $3.7 million and $16.2 million for the three and nine months ended September 30, 2018, respectively, and $2.9 million and $12.7 million for the three and nine months ended September 30, 2017, respectively, in "General and administrative" in the Company's consolidated statements of operations.

Performance Incentive Plans—The Company's Performance Incentive Plan ("iPIP") is designed to provide, primarily to senior executives and select professionals engaged in the Company's investment activities, long-term compensation which has a direct relationship to the realized returns on investments included in the plan. The fair value of points is determined using a model that forecasts the Company's projected investment performance. iPIP is a liability-classified award, which will be remeasured each reporting period at fair value until the awards are settled. The following is a summary of the status of the Company’s iPIP points and changes during the nine months ended September 30, 2018 and the year ended December 31, 2017.



	Nine Months Ended September 30, 2018						Year Ended December 31, 2017
	iPIP Investment Pool						iPIP Investment Pool
	2013-2014		2015-2016		2017-2018		2013-2014		2015-2016		2017-2018
Points at beginning of period	86.57		84.16		40.97		92.00		74.10		0
Granted	0.50		—		49.33		5.00		17.88		41.68
Forfeited	(1.31	)	(4.80	)	(7.88	)	(10.43	)	(7.82	)	(0.71	)
Points at end of period	85.76		79.36		82.42		86.57		84.16		40.97

During the nine months ended September 30, 2018, the Company made initial distributions to participants in the 2013-2014 investment pool following a determination that, as of December 31, 2017, the Company had realized a return of all invested capital in the assets included in the 2013-2014 investment pool, together with a return based on leverage and a preferred return hurdle of 9.0%. The amount distributable to participants was reduced by 4.3% based on the Company's total shareholder return in accordance with the provisions of the iPIP and, as a result, iPIP participants received total distributions in the amount of $14.3 million as compensation, comprised of $7.2 million in cash and 625,788 shares of the Company's common stock, with a fair value of $7.1 million or $11.39 per share, which are fully-vested and issued under the 2009 LTIP (see below). After deducting statutory minimum tax withholdings, a total of 343,402 shares of the Company's common stock were issued. As of September 30, 2018 and December 31, 2017, the Company had accrued compensation costs relating to iPIP of $36.0 million and $38.1 million, respectively, which are included in "Accounts payable, accrued expenses and other liabilities" on the Company's consolidated balance sheets.

Long-Term Incentive Plan—The Company's 2009 Long-Term Incentive Plan (the "2009 LTIP") is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. The 2009 LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. All awards under the 2009 LTIP are made at the discretion of the Company's Board of Directors or a committee of the Board of Directors. The Company's shareholders approved the 2009 LTIP in 2009 and approved the performance-based provisions of the 2009 LTIP, as amended, in 2014.

As of September 30, 2018, an aggregate of 2.6 million shares remain available for issuance pursuant to future awards under the Company's 2009 LTIP.

Restricted Share Issuances—During the nine months ended September 30, 2018, the Company granted 213,609 shares of common stock to certain employees under the 2009 LTIP as part of annual incentive awards that included a mix of cash and equity awards. The shares are fully-vested and 135,503 shares were issued net of required, statutory minimum tax withholdings. The employees are restricted from selling these shares for up to 18 months from the date of grant.

Restricted Stock Unit Activity—A summary of the Company’s stock-based compensation awards to certain employees in the form of long-term incentive awards for the nine months ended September 30, 2018 and the year ended December 31, 2017, are as follows (in thousands):



	Nine Months Ended September 30, 2018		Year Ended December 31, 2017
Nonvested at beginning of period	282		290
Granted	278		116
Vested	(45	)	(75	)
Forfeited	(61	)	(49	)
Nonvested at end of period	454		282

As of September 30, 2018, there was $2.4 million of total unrecognized compensation cost related to all unvested restricted stock units that are expected to be recognized over a weighted average remaining vesting/service period of 1.8 years.

Directors' Awards—During the nine months ended September 30, 2018, the Company granted 67,631 restricted shares of common stock to non-employee Directors at a fair value of $10.65 at the time of grant for their annual equity awards and also issued 1,364 common stock equivalents ("CSEs") at a fair value of $11.19 in respect of dividend equivalents on outstanding CSEs. The restricted shares have a vesting term of one year. As of September 30, 2018, a combined total of 238,360 CSEs and restricted shares of common stock granted to members of the Company's Board of Directors remained outstanding under the Company's Non-Employee Directors Deferral Plan, with an aggregate intrinsic value of $2.7 million.

401(k) Plan—The Company made contributions of $0.1 million and $0.9 million for the three and nine months ended September 30, 2018, respectively, and $0.2 million and $1.0 million for the three and nine months ended September 30, 2017, respectively.