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Note 22 - Equity-based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Text Block]

22. EQUITY-BASED COMPENSATION

The following table summarizes the amounts the Company recognized as equity-based compensation expense including restricted stock, restricted units, membership units of consolidated sponsor entities and stock options. These amounts are included as a component of compensation and benefits in the consolidated statements of operations. The remaining unrecognized compensation expense related to unvested awards at December 31, 2021 was $16,800 and the weighted average period of time over which this expense will be recognized is approximately 2.73 years. The awards assume estimated forfeitures during the vesting period, which were updated to reflect the actual forfeitures that occurred during the relevant periods.

EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS
(Dollars in Thousands)

	For the Year Ended December 31,
	2021		2020		2019
Equity based compensation expense	$	15,718	$	12,553	$	744
Non equity-based compensation expense		69,330		47,349		25,228
Total compensation and benefits	$	85,048	$	59,902	$	25,972

The following table summarizes the equity-based compensation by plan. Each plan is discussed in detail below.

DETAIL OF EQUITY-BASED COMPENSATION BY PLAN

	For the Year Ended December 31,
	2021		2020		2019
Restricted Stock or Units - 2006/2010 Plans	$	291	$	635	$	744
Restricted Stock or Units - 2020 Plan		2,359		218		-
Membership interests in consolidated sponsor entities		13,068		11,700		-
Total equity-based compensation expense	$	15,718	$	12,553	$	744

The Company’s 2020 Long-Term Incentive Plan – Restricted Common Stock, Restricted Units and Stock Options

The Company's board of directors adopted the Cohen & Company Inc. 2020 Long-Term Incentive Plan (the“ 2020 Long Term Incentive Plan”) on April 7, 2020, which was approved by the Company’s stockholders at the Company’s annual meeting on June 18, 2020. The 2020 Long-Term Incentive Plan provides for the grant of stock options, restricted Common Stock, stock appreciation rights, and other share-based awards. The 2020 Long Term Incentive Plan is administered by the compensation committee of the Company’s board of directors. The maximum number of equity-based awards of the Company’s Common Stock originally authorized to be granted pursuant to these plans was limited to 600,000, of which 200,000 shares remained available to be issued as of December 31, 2020. Effective as of April 1, 2021, the board of directors authorized the registration of an additional 600,000 shares of Common Stock under the Plan, which was approved by the Company's stockholders at the Company's annual meeting on June 9, 2021. As of December 31, 2021, 195,924 shares remain available to be issued under the Company's 2020 Long-term Incentive Plan. No award may be granted under the 2020 Long Term Incentive Plan after April 7, 2030.

The Company's 2010 Long- Term-Incentive Plan and the AFN 2006 Equity Plan expired in 2020 and there are no shares available to be issued under these plans.

Membership Interests of Consolidated Sponsor Entities

Employees sometimes invest in the membership interests of consolidated SPAC sponsor entities. Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under FASB ASC 718. Generally, the employee invests a de-minimus amount and receives an allocation of the founder shares held by the sponsor entity. The investment generally does not have any explicit vesting criteria associated with it. Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination. Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination). Further, at the time of the investments, the Company treats this performance condition as being non-probable. The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed. Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant. The fair value of the grant is equal to the public trading price of the SPAC on the grant date adjusted for certain sale restrictions imposed on the shares the employee receives (generally, the shares are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).

RESTRICTED STOCK - SERVICE BASED VESTING

	Number of Shares of Restricted Stock			Weighted Average Grant Date Fair Value
Unvested at January 1, 2019		93,479		$	11.03
Granted		36,875			8.00
Vested		(56,639	)		11.41
Unvested at December 31, 2019		73,715			9.22
Granted		268,129			14.65
Vested		(55,278	)		9.63
Unvested at December 31, 2020		286,566			14.23
Granted		142,376			17.94
Vested		(62,649	)		7.59
Unvested at December 31, 2021		366,293			16.80

OPERATING LLC RESTRICTED UNITS - SERVICE BASED VESTING

	Number of Restricted Units			Weighted Average Grant Date Fair Value
Unvested at January 1, 2019		-		$	-
Granted		550,000			0.80
Vested		-			-
Forfeited		-			-
December 31, 2019		550,000			0.80
Granted		2,508,080			1.54
Vested		(275,000	)		0.80
Forfeited		-			-
Unvested at December 31, 2020		2,783,080			1.46
Granted		4,617,000			2.07
Vested		(529,050	)		0.62
Forfeited		-			-
Unvested at December 31, 2021		6,871,030		$	1.93

The total fair value of all equity awards vested in each year based on the fair market value of the Common Stock on the vesting date during the years ended December 31, 2021, 2020, and 2019, was $1,999, $290, and $462, respectively.

The restricted shares and restricted units of Common Stock typically may vest either quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained. In the case of director grants, the equity awards have no performance or service conditions. In the cases of graded vesting, the Company typically expenses the grant on a straight-line basis if only service conditions are present but expenses on a graded basis if performance-based conditions are present.

STOCK OPTIONS - SERVICE BASED VESTING

	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in years)
Balance at January 1, 2019		19,286		$	40.00	$	7.00		0.1
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(19,286	)		40.00		7.00		-
Balance at December 31, 2019		-			-		-		-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		-			-		-		-
Balance at December 31, 2020		-			-		-		-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		-			-		-		-
Unvested at December 31, 2021		-		$	-	$	-		-

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing stock price of the Common Stock. As of December 31, 2021, no options were exercisable as they had all expired.

SPONSOR ENTITY MEMBERSHIP UNITS - PERFORMANCE BASED VESTING

	Membership Units			Weighted Average Grant Date Fair Value
Unvested at January 1, 2019		-		$	-
Granted		1,263,000			9.95
Vested		-			-
Forfeited		-			-
December 31, 2019		1,263,000			-
Granted		3,272,500			9.98
Vested		(1,175,339	)		9.95
Forfeited		(87,661	)		9.95
Unvested at December 31, 2020		3,272,500			9.98
Granted		-
Vested		(1,309,000	)		9.99
Forfeited		(231,000	)		9.99
Unvested at December 31, 2021		1,732,500		$	9.97

The total fair value of all equity awards vested in each year based on the fair market value of the membership units on the vesting date during the years ended December 31, 2021, 2020, and 2019, was $23,527, $13,361, and $0, respectively.

Contingent Issuance of Shares

On March 12, 2012, the Company entered into an agreement with unrelated third parties whereby the Company agreed to assist in the establishment of an international infrastructure finance business (“IIFC”). As consideration for the Company’s assistance in establishing IIFC, the Company receives 8.0% of certain revenues of the manager of IIFC through October 31, 2021, and effective November 1, 2021, we receive 7.35% of certain of the revenues of the manager of IIFC. The IIFC revenue share arrangement expires when the Company has earned a cumulative $20,000 in revenue share payments or with the dissolution of IIFC’s management company. Also, in any particular year, the revenue share earned by the Company cannot exceed $2,000.

In connection with this revenue share arrangement, the Company issued 50,000 restricted units of Common Stock to the managing member of IIFC, which vest 1/3 when the Company receives $6,000 of cumulative revenue share payments, 1/3 when the Company receives $12,000 of cumulative revenue share payments, and 1/3 when the Company receives $18,000 of cumulative revenue share payments. In certain circumstances, the Company retains the right to deliver fixed amounts of cash to the managing member of IIFC as opposed to vested shares of Common Stock. As of December 31, 2021, the Company had earned $3,841 under the revenue share arrangement. On March 12, 2022, any remaining unvested restricted units expire.

The managing member of IIFC is not an employee of the Company. The grant of these restricted units was to a non-employee and under the guidance of ASU 2018-07, which was adopted January 1, 2019 (the “Adoption Date”), the Company is required to determine the possible outcome of each threshold and record an adjustment to retained earnings based on the restricted units anticipated to vest as of the Adoption Date based on the stock price on the Adoption Date. Currently, the Company considers the vesting of these restricted units to be not probable. The Company will not record any adjustment to retained earnings because it is not probable that these restricted units will vest as of the Adoption Date. If in the future, the Company determines that vesting is probable, the Company will record an expense using the Common Stock price on the Adoption Date.