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SHARE-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
SHARE-BASED COMPENSATION | 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. As of December 31, 2024, there were 4,697,870 remaining Class A common shares available for future issuance under the Incentive Award Plan. The Incentive Award Plan provides for the grant of share options, restricted shares, restricted share units, performance awards (which include, but are not limited to, cash bonuses), distribution equivalent awards, deferred share awards, share payment awards, share appreciation rights, other incentive awards (which include, but are not limited to, LTIP Unit awards (as defined in the Incentive Award Plan) and performance share awards. Employees and consultants of the Company and its subsidiaries and affiliates, as well as non-employee members of the Company’s Board of Directors, are eligible to receive awards under the Incentive Award Plan. Under the Incentive Award Plan, the Company has granted restricted share units (“RSUs”) and restricted share awards either fully vested, with service conditions or with service and performance or market performance conditions. Awards with a service condition generally vest over a two-year or three-year period or in the case of non-employee directors over one year. Awards with a service and market performance condition generally vest at the end of a three-year period if the market condition was achieved at the end of the service period. Awards with a service and performance condition generally vest at the end of a two or three-year service period if the performance condition was achieved during the service period. Restricted share awards entitle the holders to non-forfeitable distributions and to vote the underlying Class A common share during the restricted period. The Company estimates the fair value of restricted share awards with a service or performance condition based on the closing market price of the Company’s Class A common shares on the award’s grant date. The grant date fair value of awards with a market condition are determined using a Monte-Carlo valuation model. The Monte Carlo model is based on random projections of share price paths and must be repeated numerous times to achieve a probabilistic assessment. The model incorporates assumptions related to the expected volatility of our share price and risk free interest rates. For awards granted during the years ended December 31, 2024 and 2023, expected volatility was 46.78% and 57.98%, respectively, and was calculated based on the historical volatility of the Company’s common stock using daily share price returns over a three-year lookback period from the date of grant, and t he risk-free interest rate was 4.15% and 4.44%, respectively, and was based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. During the years ended December 31, 2024, 2023 and 2022, the Company reacquired vested RSUs and restricted share awards from employees for $0.8 million, $0.2 million and $2.7 million, respectively, for the purpose of settling tax withholding obligations. 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. The following table summarizes share-based equity compensation activity for the years ended December 31, 2024, 2023 and 2022:
| Share-Based Awards (in thousands) |  | Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2022 | 2,640 |  |  | $ | 6.38 |
Granted | 1,359 |  |  | $ | 1.92 |
Forfeited | (834) |  |  | $ | 2.96 |
Vested | (999) |  |  | $ | 7.77 |
Nonvested at December 31, 2022 | 2,166 |  |  | $ | 3.77 |
Granted | 3,947 |  |  | $ | 1.92 |
Cancelled | (906) |  |  | $ | 2.16 |
Forfeited | — |  |  | $ | — |
Vested | (798) |  |  | $ | 5.50 |
Nonvested at December 31, 2023 | 4,409 |  |  | $ | 2.13 |
Granted | 2,884 |  |  | $ | 2.58 |
Forfeited | — |  |  | $ | — |
Vested | (890) |  |  | $ | 4.57 |
Nonvested at December 31, 2024 | 6,403 |  |  | $ | 2.00 |
Share-based compensation expense was $4.3 million, $3.7 million and $6.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. 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 (see Note 2). As a result, for the year ended December 31, 2022, share-based compensation expense of $3.0 million is included in restructuring expense and $3.2 million is included in selling, general, and administrative expenses on the accompanying consolidated statement of operations. All share-based compensation for the years ended December 31, 2024 and 2023 is included in selling, general, and administrative expenses on the accompanying consolidated statements of operations. Approximately $5.3 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted-average period of 1.5 years from December 31, 2024. The estimated fair value at vesting of share-based awards that vested during the years ended December 31, 2024, 2023 and 2022 was $2.7 million, $2.0 million, and $6.3 million, respectively.

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