Share-Based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

2012 Equity Incentive Plan

In 2012, the Company adopted the 2012 Equity Incentive Plan to provide persons with an incentive to contribute to the success of the Company and to operate and manage our business in a manner that will provide for the Company’s long-term growth and profitability. The Plan provides for the issuance of up to 6,000,000 Class A common shares through the grant of a variety of awards including stock options, stock appreciation rights, RSUs, unrestricted shares, dividend equivalent rights and performance-based awards. The Plan terminates in November 2022, unless terminated earlier by the Company’s board of trustees. When the Company issues Class A common shares under the Plan, the Operating Partnership issues an equivalent number of Class A units to AH4R.

RSUs granted to employees during the year ended December 31, 2020 generally vest over a three-year service period, and stock options and RSUs granted during the years ended December 31, 2019 and 2018 generally vest over a four-year service period.

RSUs granted to non-management trustees during the years ended December 31, 2020 and 2019 vest over a one-year service period. Options expire 10 years from the date of grant.

In February 2020, the Plan was modified to allow for continued release of awards based on the original vesting schedule, rather than forfeiture, of unvested share-based grants issued in 2020 upon termination of service for employees who meet certain retirement eligibility criteria, including age and years of service. For the 2020 share-based grants, retirement eligible employees on the date of grant became fully vested and employees who will become retirement eligible prior to the end of their grant’s contractual life will become fully vested on the date they meet the criteria for retirement.

The following table summarizes stock option activity under the Plan for the years ended December 31, 2020, 2019 and 2018:


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (1) (in thousands)
Options outstanding at December 31, 2017	3,052,450	$	16.65	6.9	$	16,421
Granted	140,000	19.40
Exercised	(769,875)	16.07			4,754
Forfeited	(170,300)	17.93
Options outstanding at December 31, 2018	2,252,275	$	16.92	6.1	$	7,713
Granted	20,000	20.48
Exercised	(730,125)	15.94			6,088
Forfeited	(12,350)	20.80
Options outstanding at December 31, 2019	1,529,800	$	17.40	5.3	$	13,479
Granted	—	—
Exercised	(426,150)	16.55			4,911
Forfeited	(13,350)	21.89
Options outstanding at December 31, 2020	1,090,300	$	17.68	4.5	$	13,436
Options exercisable at December 31, 2020	956,700	$	17.15	4.2	$	12,289

(1)Intrinsic value for activities other than exercises is defined as the difference between the grant price and the market value on the last trading day of the period for those stock options where the market value is greater than the grant price. For exercises, intrinsic value is defined as the difference between the grant price and the market value on the date of exercise.

The Company uses the Black-Scholes Option Pricing Model to calculate the fair value of stock options granted for Class A common shares. Because the Company’s stock has a limited trading history, the volatility assumption used in the model is based on the historical volatility of similar entities in our industry and the expected term assumption is based on the simplified method by using the average of the contractual term and vesting period. There were no stock options granted during the year ended December 31, 2020. The weighted-average fair value of stock options for Class A common shares granted during the years ended December 31, 2019 and 2018 were $2.85 and 3.03, respectively, based on the following inputs used in the Black-Scholes Option Pricing Model:


	2019			2018
Expected term (years)		7.0			7.0
Dividend yield		3.0	%		3.0	%
Volatility		17.3	%		18.9	%
Risk-free interest rate		2.6	%		2.8	%

The following table summarizes RSU activity under the Plan for the years ended December 31, 2020, 2019 and 2018:


	Restricted Stock Units	Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value (1) (in thousands)
RSUs outstanding at December 31, 2017	243,875	$	20.65	$	5,326
Awarded	304,400	19.40
Vested	(80,125)	19.51		1,552
Forfeited	(95,775)	20.15
RSUs outstanding at December 31, 2018	372,375	$	20.00	$	7,392
Awarded	350,334	22.90
Vested	(111,000)	19.75		2,431
Forfeited	(12,600)	21.34
RSUs outstanding at December 31, 2019	599,109	$	21.71	$	15,703
Awarded	470,147	27.38
Vested	(316,186)	23.61		8,835
Forfeited	(101,533)	23.93
RSUs outstanding at December 31, 2020	651,537	$	24.53	$	19,546

(1)Intrinsic value for outstanding RSUs is defined as the market value of the underlying Class A common shares on the last trading day of the period. Intrinsic value for vested RSUs is defined as the market value of the underlying shares on the day the awards vested.

The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation relating to centralized and field property management employees is included in property management expenses. Noncash share-based compensation expense relating to employees involved in the purchases of single-family properties, including newly constructed properties from third-party builders, or the disposal of certain properties is included in acquisition and other transaction costs. The following table summarizes the activity that relates to the Company’s noncash share-based compensation expense for the years ended December 31, 2020, 2019 and 2018 (in thousands):


	For the Years Ended December 31,
	2020		2019		2018
General and administrative expense	$	6,573	$	3,466	$	2,075
Property management expenses	1,745		1,342		1,358
Acquisition and other transaction costs	1,516		—		—
Total noncash share-based compensation expense	$	9,834	$	4,808	$	3,433

As of December 31, 2020, the unrecognized compensation expense for unvested stock options and unvested RSUs were $0.2 million and $10.3 million, respectively. The unrecognized compensation expense for unvested stock options and RSUs is expected to be recognized over a weighted-average period of 0.8 years and 1.8 years, respectively.