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STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2020
STOCK-BASED COMPENSATION |
STOCK-BASED COMPENSATION | 16 - STOCK-BASED COMPENSATION ​ ​ 2014 Management Incentive Plan ​ In 2014, the Company adopted the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”). An aggregate of 966,806 shares of Common Stock were available for award under the MIP. Awards under the MIP took the form of restricted stock grants and three tiers of MIP Warrants with staggered strike prices based on increasing equity values. On August 7, 2014, pursuant to the MIP, certain individuals were granted MIP Warrants whereby each warrant could be converted on a cashless basis for the amount in excess of the respective strike price. The MIP Warrants were issued in three tranches for 238,066, 246,701, and 370,979 and had exercise prices, as adjusted for dividends declared during the fourth quarter of 2019 and the first quarter of 2020, of $240.89221 (the “$240.89 Warrants”), $267.11051 (the “$267.11 Warrants”) and $317.87359 (the “$317.87 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $240.89 Warrants, $6.63 for the $267.11 Warrants and $5.63 for the $317.87 Warrants. The aggregate fair value of these awards upon issuance was $54,436. ​ All warrants were fully vested and the related expense was fully amortized as of January 1, 2018 and expired on August 7, 2020. ​ 2015 Equity Incentive Plan ​ On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 400,000 shares of common stock (the “2015 Plan”). Under the 2015 Plan, the Company’s Board of Directors, the compensation committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to the Company’s officers, directors, employees, and consultants. Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock. ​ On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan (the “Amended 2015 Plan”). This amendment and restatement increased the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; set the annual limit for awards to non-employee directors and other individuals as 500,000 and 1,000,000 shares, respectively; and modified the change in control definition. The Company’s shareholders approved the increase in the number of shares at the Company’s 2017 Annual Meeting of Shareholders on May 17, 2017. As of December 31, 2020, the Company has awarded restricted stock units, restricted stock and stock options under the Amended 2015 Plan. ​ Stock Options On March 23, 2017, the Company issued options to purchase 133,000 of the Company’s shares of common stock to John C. Wobensmith, Chief Executive Officer and President, with an exercise price of $10.805 per share, as adjusted for the special dividend declared on November 5, 2019. One third of the options become exercisable on each of the first three anniversaries of October 15, 2016, with accelerated vesting upon a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $6.41 per share, or $853 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 79.80% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate due to limited trading history since emergence from bankruptcy), a risk-free interest rate of 1.68%, a dividend yield of 0%, and expected life of 3.78 years (determined using the simplified method as outlined in Staff Accounting Bulletin 14 – Share-Based Payment (“SAB Topic 14”) due to lack of historical exercise data). ​ On February 27, 2018, the Company issued options to purchase 122,608 of the Company’s shares of common stock to certain individuals with an exercise price of $13.365 per share, as adjusted for the special dividend declared on November 5, 2019. One third of the options become exercisable on each of the first three anniversaries of February 27, 2018, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $7.55 per share, or $926 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 71.94% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate due to limited trading history post recapitalization of the Company in November 2016), a risk-free interest rate of 2.53%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). ​ On March 4, 2019, the Company issued options to purchase 240,540 of the Company’s shares of common stock to certain individuals with an exercise price of $8.065 per share, as adjusted for the special dividend declared on November 5, 2019. One third of the options become exercisable on each of the first three anniversaries of March 4, 2019, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $3.76 per share, or $904 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 55.23% (representing the Company’s historical volatility), a risk-free interest rate of 2.49%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). ​ On February 25, 2020, the Company issued options to purchase 344,568 of the Company’s shares of common stock to certain individuals with an exercise price of $7.06 per share. One third of the options become exercisable on each of the first three anniversaries of February 25, 2020, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Cox-Ross-Rubinstein pricing formula, resulting in a value of $2.01 per share, or $693 in the aggregate. The assumptions used in the Cox-Ross-Rubinstein option pricing formula are as follows: volatility of 53.91% (representing the Company’s historical volatility), a risk-free interest rate of 1.41%, a dividend yield of 7.13%, and expected life of 4 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). ​ For the years ended December 31, 2020, 2019 and 2018, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Years Ended December 31, | ​
​ |  | 2020 | ​ | 2019 | ​ | 2018 | ​
General and administrative expenses | ​ | $ | 787 | ​ | $ | 850 | ​ | $ | 731 | ​
​ Amortization of the unamortized stock-based compensation balance of $490 as of December 31, 2020 is expected to be $367, $111 and $12 during the years ended December 31, 2021, 2022 and 2023, respectively. The following table summarizes the unvested option activity for the years ended December 31, 2020, 2019 and 2018: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Years Ended December 31, | ​ | ​
​ | ​ | 2020 | ​ | 2019 | ​ | 2018 | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Weighted | ​ | ​ | ​ | Weighted | ​ | Weighted | ​ | ​ | ​ | Weighted | ​ | Weighted | ​ | ​
​ | ​ | Number | ​ | Average | ​ | Average | ​ | Number | ​ | Average | ​ | Average | ​ | Number | ​ | Average | ​ | Average | ​ | ​
​ | ​ | of | ​ | Exercise | ​ | Fair | ​ | of | ​ | Exercise | ​ | Fair | ​ | of | ​ | Exercise | ​ | Fair | ​ | ​
​ |  | Options |  | Price |  | Value |  | Options |  | Price |  | Price |  | Options |  | Price |  | Price | ​ | ​
Outstanding as of January 1 - Unvested |  | 322,279 |  | $ | 9.41 | ​ | ​ | 4.72 | ​ | 166,942 |  | $ | 13.01 | ​ | ​ | 7.25 | ​ | 88,667 |  | $ | 11.13 | ​ | ​ | 6.41 | ​ | ​
Granted |  | 344,568 | ​ | ​ | 7.06 | ​ | ​ | 2.01 | ​ | 240,540 | ​ | ​ | 8.33 | ​ | ​ | 3.76 | ​ | 122,608 | ​ | ​ | 13.69 | ​ | ​ | 7.55 | ​ | ​
Exercisable |  | (119,923) | ​ | ​ | 9.87 | ​ | ​ | 5.05 | ​ | (85,203) | ​ | ​ | 12.36 | ​ | ​ | 6.96 | ​ | (44,333) | ​ | ​ | 11.13 | ​ | ​ | 6.41 | ​ | ​
Exercised |  | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​
Forfeited |  | (3,378) | ​ | ​ | 8.07 | ​ | ​ | 3.76 | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding as of December 31 - Unvested |  | 543,546 |  | $ | 7.83 | ​ | $ | 2.94 | ​ | 322,279 |  | $ | 9.41 | ​ | $ | 4.72 | ​ | 166,942 |  | $ | 13.01 | ​ | $ | 7.25 | ​ | ​
​ The following table summarizes certain information about the options outstanding as of December 31, 2020: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Options Outstanding and Unvested, | ​ | Options Outstanding and Exercisable, | ​
​ | ​ | ​ | December 31, 2020 | ​ | December 31, 2020 | ​
Weighted | ​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ |  | ​ | ​ | Weighted | ​
Average |  | ​ | ​ | Weighted | ​ | Average | ​ | ​ | ​ | Weighted | ​ | Average | ​
Exercise Price of |  | ​ | ​ | Average | ​ | Remaining | ​ | ​ | ​ | Average | ​ | Remaining | ​
Outstanding | ​ | Number of | ​ | Exercise | ​ | Contractual | ​ | Number of | ​ | Exercise | ​ | Contractual | ​
Options |  | Options |  | Price |  | Life |  | Options |  | Price |  | Life |
$ | 8.86 |  | 543,546 | ​ | $ | 7.83 | ​ | 4.72 | ​ | 293,792 | ​ | $ | 10.78 | ​ | 3.01 | ​
​ As of December 31, 2020 and 2019, a total of 837,338 and 496,148 stock options were outstanding, respectively. ​ Restricted Stock Units ​ The Company has issued restricted stock units (“RSUs”) to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of December 31, 2020 and 2019, 373,588 and 326,247 shares, respectively, of the Company’s common stock were outstanding in respect of the RSUs. Such shares will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the Amended 2015 Plan described above. ​ The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors. The RSUs that have been issued to other individuals vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s unvested RSUs for the years ended December 31, 2020, 2019 and 2018: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | 2020 | ​ | 2019 | ​ | 2018 | ​
​ | ​ | ​ | Weighted | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | Weighted | ​
​ | Number of | ​ | Average Grant | ​ | Number of | ​ | Average Grant | ​ | Number of | ​ | Average Grant | ​
​ | RSUs | ​ | Date Price | ​ | RSUs | ​ | Date Price | ​ | RSUs |  | Date Price |
Outstanding as of January 1 | 162,096 | ​ | $ | 9.26 | ​ | 149,170 | ​ | $ | 12.42 | ​ | 220,129 | ​ | $ | 11.01 | ​
Granted | 221,903 | ​ | ​ | 6.80 | ​ | 140,914 | ​ | ​ | 8.50 | ​ | 51,704 | ​ | ​ | 14.84 | ​
Vested | (83,675) | ​ | ​ | 9.07 | ​ | (127,988) | ​ | ​ | 12.10 | ​ | (122,663) | ​ | ​ | 10.92 | ​
Forfeited | (1,490) | ​ | ​ | 8.39 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding as of December 31 | 298,834 | ​ | $ | 7.49 | ​ | 162,096 | ​ | $ | 9.26 | ​ | 149,170 | ​ | $ | 12.42 | ​
​ The total fair value of the RSUs that vested during the years ended December 31, 2020, 2019 and 2018 was $550, $1,235 and $1,694, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. ​ The following table summarizes certain information of the RSUs unvested and vested as of December 31, 2020: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unvested RSUs | ​ | Vested RSUs | ​
December 31, 2020 | ​ | December 31, 2020 | ​
​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | ​ | ​
​ | ​ | Weighted | ​ | Average | ​ | ​ | ​ | Weighted | ​
​ | ​ | Average | ​ | Remaining | ​ | ​ | ​ | Average | ​
Number of | ​ | Grant Date | ​ | Contractual | ​ | Number of | ​ | Grant Date | ​
RSUs |  | Price |  | Life |  | RSUs |  | Price |
298,834 | ​ | $ | 7.49 | ​ | 1.59 | ​ | 505,898 | ​ | $ | 11.07 | ​
​ The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2020, unrecognized compensation cost of $849 related to RSUs will be recognized over a weighted-average period of 1.59 years. ​ For the years ended December 31, 2020, 2019 and 2018, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Years Ended December 31, | ​
​ |  | 2020 | ​ | 2019 | ​ | 2018 | ​
General and administrative expenses | ​ | $ | 1,239 | ​ | $ | 1,207 | ​ | $ | 1,489 | ​
​ ​ Restricted Stock ​ Under the 2015 Plan, grants of restricted common stock issued to executives ordinarily vest ratably on each of the three anniversaries of the determined vesting date. As of December 31, 2020, all restricted stock awards under the 2015 Plan were vested. The table below summarizes the Company’s nonvested stock awards for the year ended December 31, 2018 that were issued under the 2015 Plan: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Year Ended December 31, | ​
​ | ​ | 2018 | ​
​ | ​ | ​ | ​ | Weighted | ​
​ | ​ | Number of | ​ | Average Grant | ​
​ | ​ | Shares | ​ | Date Price | ​
Outstanding as of January 1 | ​ | 6,802 | ​ | $ | 5.20 | ​
Granted | ​ | — | ​ | ​ | — | ​
Vested | ​ | (6,802) | ​ | ​ | 5.20 | ​
Forfeited | ​ | — | ​ | ​ | — | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding as of December 31 | ​ | — | ​ | $ | — | ​
​ The total fair value of shares that vested under the 2015 Plan during the year ended December 31, 2018 was $60. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. ​ For the years ended December 31, 2020, 2019 and 2018, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General and administrative expenses, as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Years Ended December 31, | ​
​ | ​ | 2020 | ​ | 2019 | ​ | 2018 |
General and administrative expenses | ​ | $ | — | ​ | $ | — | ​ | $ | 11 | ​
​

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