Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

In April 2023, the Company’s Board of Directors approved the Five Point Holdings, LLC 2023 Incentive Award Plan (the “Incentive Award Plan”) as the successor to the Five Point Holdings, LLC Amended and Restated 2016 Incentive Award Plan (the “Prior Plan”). The Incentive Award Plan became effective on June 7, 2023, the date on which it was approved by shareholders at the 2023 Annual Meeting of Shareholders. The Incentive Award Plan increased the aggregate number of common shares available for issuance under the Prior Plan by 7,500,000 Class A common shares of the Holding Company.

The following table summarizes share-based equity compensation activity for the nine months ended September 30, 2023:


	Share-Based Awards (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2023	2,166	$	3.77
Granted	3,947	$	1.92
Cancelled	(906)	$	2.16
Forfeited	—	$	—
Vested	(744)	$	5.74
Nonvested at September 30, 2023	4,463	$	2.13

Share-based compensation expense was $0.9 million and $2.6 million for the three and nine months ended September 30, 2023, respectively, and $0.7 million and $5.5 million for the three and nine months ended September 30, 2022, respectively. All share-based compensation for the three and nine months ended September 30, 2023 and the three months ended September 30, 2022 is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations. In February 2022, the Company accelerated the expense attributed to the outstanding restricted share awards of two former officers of the Company resulting from a modification of the required service condition of the awards. As a result, for the nine months ended September 30, 2022, share-based compensation expense of $3.0 million is included in restructuring expense and $2.5 million is included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations.

The estimated fair value at vesting of share-based awards that vested during the nine months ended September 30, 2023 was $1.8 million. In January 2023 and 2022, the Company reacquired vested restricted Class A common shares for $0.2 million and $2.7 million, respectively, for the purpose of settling tax withholding obligations of employees. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred.