XML 82 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

Our Chief Executive Officer is our principal executive officer ("PEO"). The following table details, for our PEO and our Non-PEO NEOs (on an average basis), total compensation as set forth in the Summary Compensation Table, "compensation actually paid" as determined under SEC rules, cumulative Total Shareholder Return ("TSR"), the cumulative TSR of our peer group, net income, and funds from operations ("FFO") per share, as adjusted, which is the most important financial performance measure that we use to link compensation to performance.

 

  Summary  

Average

 

Summary

 

Compensation

Average

 

Compensation

Value of Initial Fixed $100

 

Investment Based on:

    
Year

Compensation

 

Table Total for

 

PEO (1)

Compensation

 

Actually Paid to

 

PEO (1) (2)

Table Total for

 

Non-PEO

 

NEOs (3)

Actually Paid to

 

Non-PEO

 

NEOs (2) (3)

Company

 

TSR (4)

Peer Group

 

TSR (4)

Net Income

 

(in thousands)

FFO

 

per share, as

 

adjusted (5)
2023 $ 6,719,684 $ 9,345,910 $ 1,923,505 $ 2,397,883 $ 173.12 $ 112.04 $ 412,435 $ 2.68
2022 $ 7,288,676 $ 1,052,755 $ 2,117,791 $ 978,870 $ 143.66 $ 100.62 $ 292,472 $ 2.53
2021 $ 7,317,658 $ 22,342,427 $ 1,996,166 $ 4,704,567 $ 194.96 $ 134.06 $ 230,813 $ 2.11
2020 $ 5,807,010 $ 8,607,156 $ 1,653,223 $ 2,224,869 $ 111.67 $ 94.88 $ 167,611 $ 1.72

 

(1)Mr. Marr was our PEO for each of 2020, 2021, 2022 and 2023.
   
(2)Amounts represent "compensation actually paid" for the relevant fiscal year, as determined under SEC rules and calculated per the adjustments detailed below. Our NEOs do not participate in a defined benefit plan. Dividends on unvested awards are included within "All Other Compensation" in the Summary Compensation table. Therefore, no adjustments for pension benefits or dividends paid are included in the table below. The following table details the adjustments made to calculate "compensation actually paid":

 

Year NEO Type

Summary

 

Compensation

 

Table Total

Subtract Equity

 

Awards

 

Add Year-End

 

Fair Value of

 

Current Year Equity

 

Awards (a)

Change in Value

 

of Prior

 

Equity Awards (a)

Change in Value of

 

Equity Awards that

 

Vested in Current

 

Year (a)

Total Compensation

 

Actually Paid

2023 PEO $ 6,719,684 ($ 4,099,971) $ 5,286,668 $ 1,439,529 — $ 9,345,910
  Non-PEO $ 1,923,505 ($ 878,756) $ 1,133,102 $ 219,985 $ 47 $ 2,397,883
2022 PEO $ 7,288,676 ($ 4,099,998) $ 2,620,282 ($ 4,756,205) — $ 1,052,755
  Non-PEO $ 2,117,791 ($ 823,310) $ 526,172 ($ 841,783) — $ 978,870
2021 PEO $ 7,317,658 ($ 4,100,019) $ 10,765,612 $ 8,317,929 $ 41,247 $ 22,342,427
  Non-PEO $ 1,996,166 ($ 710,001) $ 1,864,282 $ 1,543,567 $ 10,553 $ 4,704,567
2020 PEO $ 5,807,010 ($ 3,300,006) $ 4,458,185 $ 1,642,811 ($ 844) $ 8,607,156
  Non-PEO $ 1,653,223 ($ 601,655) $ 812,810 $ 360,701 ($ 210) $ 2,224,869

 

(a)For equity awards issued during the relevant year, represents fair value of such awards as of the end of the year. For equity awards issued in prior years, represents the change in fair value of such awards as of the vesting date or the end of the year, as appropriate, compared to the fair value of such awards at the end of the prior year. The fair value of the restricted share awards was determined by the closing price of our common shares as of the end of each year. The fair values of option and performance unit awards were calculated using Black-Scholes and Monte Carlo values, respectively, as of the relevant dates, except in the case of the final results of the performance units, which were valued as the closing price of our common shares as of the end of the performance period multiplied by the final multiplier derived from the relative TSR results.
   
(3)Messrs. Martin, Keaton and Foster were Non-PEO NEOs for each of 2020, 2021, 2022 and 2023. Additionally, Ms. Schulte became a Non-PEO NEO in 2023.
   
(4)TSR is determined based on an initial fixed investment of $100 on December 31, 2019. The TSR peer group consists of the FTSE NAREIT All Equity REIT Index, which is the peer group used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2023.
   
(5)FFO as adjusted, per share is a non-GAAP financial measure. See appendix to this proxy statement for a reconciliation of FFO, as adjusted, to net income attributable to common shareholders.
      
Company Selected Measure Name FFO   per share, as   adjusted      
Named Executive Officers, Footnote
(1)Mr. Marr was our PEO for each of 2020, 2021, 2022 and 2023.
   
(3)Messrs. Martin, Keaton and Foster were Non-PEO NEOs for each of 2020, 2021, 2022 and 2023. 		     
Peer Group Issuers, Footnote
(4)TSR is determined based on an initial fixed investment of $100 on December 31, 2019. The TSR peer group consists of the FTSE NAREIT All Equity REIT Index, which is the peer group used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2023.
   
      
PEO Total Compensation Amount $ 6,719,684 $ 7,288,676 $ 7,317,658 $ 5,807,010
PEO Actually Paid Compensation Amount $ 9,345,910 1,052,755 22,342,427 8,607,156
Adjustment To PEO Compensation, Footnote
(2)Amounts represent "compensation actually paid" for the relevant fiscal year, as determined under SEC rules and calculated per the adjustments detailed below. Our NEOs do not participate in a defined benefit plan. Dividends on unvested awards are included within "All Other Compensation" in the Summary Compensation table. Therefore, no adjustments for pension benefits or dividends paid are included in the table below. The following table details the adjustments made to calculate "compensation actually paid":

 

Year NEO Type

Summary

 

Compensation

 

Table Total

Subtract Equity

 

Awards

 

Add Year-End

 

Fair Value of

 

Current Year Equity

 

Awards (a)

Change in Value

 

of Prior

 

Equity Awards (a)

Change in Value of

 

Equity Awards that

 

Vested in Current

 

Year (a)

Total Compensation

 

Actually Paid

2023 PEO $ 6,719,684 ($ 4,099,971) $ 5,286,668 $ 1,439,529 — $ 9,345,910
  Non-PEO $ 1,923,505 ($ 878,756) $ 1,133,102 $ 219,985 $ 47 $ 2,397,883
2022 PEO $ 7,288,676 ($ 4,099,998) $ 2,620,282 ($ 4,756,205) — $ 1,052,755
  Non-PEO $ 2,117,791 ($ 823,310) $ 526,172 ($ 841,783) — $ 978,870
2021 PEO $ 7,317,658 ($ 4,100,019) $ 10,765,612 $ 8,317,929 $ 41,247 $ 22,342,427
  Non-PEO $ 1,996,166 ($ 710,001) $ 1,864,282 $ 1,543,567 $ 10,553 $ 4,704,567
2020 PEO $ 5,807,010 ($ 3,300,006) $ 4,458,185 $ 1,642,811 ($ 844) $ 8,607,156
  Non-PEO $ 1,653,223 ($ 601,655) $ 812,810 $ 360,701 ($ 210) $ 2,224,869
(a)For equity awards issued during the relevant year, represents fair value of such awards as of the end of the year. For equity awards issued in prior years, represents the change in fair value of such awards as of the vesting date or the end of the year, as appropriate, compared to the fair value of such awards at the end of the prior year. The fair value of the restricted share awards was determined by the closing price of our common shares as of the end of each year. The fair values of option and performance unit awards were calculated using Black-Scholes and Monte Carlo values, respectively, as of the relevant dates, except in the case of the final results of the performance units, which were valued as the closing price of our common shares as of the end of the performance period multiplied by the final multiplier derived from the relative TSR results.
   
      
Non-PEO NEO Average Total Compensation Amount $ 1,923,505 2,117,791 1,996,166 1,653,223
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,397,883 978,870 4,704,567 2,224,869
Adjustment to Non-PEO NEO Compensation Footnote
(2)Amounts represent "compensation actually paid" for the relevant fiscal year, as determined under SEC rules and calculated per the adjustments detailed below. Our NEOs do not participate in a defined benefit plan. Dividends on unvested awards are included within "All Other Compensation" in the Summary Compensation table. Therefore, no adjustments for pension benefits or dividends paid are included in the table below. The following table details the adjustments made to calculate "compensation actually paid":

 

Year NEO Type

Summary

 

Compensation

 

Table Total

Subtract Equity

 

Awards

 

Add Year-End

 

Fair Value of

 

Current Year Equity

 

Awards (a)

Change in Value

 

of Prior

 

Equity Awards (a)

Change in Value of

 

Equity Awards that

 

Vested in Current

 

Year (a)

Total Compensation

 

Actually Paid

2023 PEO $ 6,719,684 ($ 4,099,971) $ 5,286,668 $ 1,439,529 — $ 9,345,910
  Non-PEO $ 1,923,505 ($ 878,756) $ 1,133,102 $ 219,985 $ 47 $ 2,397,883
2022 PEO $ 7,288,676 ($ 4,099,998) $ 2,620,282 ($ 4,756,205) — $ 1,052,755
  Non-PEO $ 2,117,791 ($ 823,310) $ 526,172 ($ 841,783) — $ 978,870
2021 PEO $ 7,317,658 ($ 4,100,019) $ 10,765,612 $ 8,317,929 $ 41,247 $ 22,342,427
  Non-PEO $ 1,996,166 ($ 710,001) $ 1,864,282 $ 1,543,567 $ 10,553 $ 4,704,567
2020 PEO $ 5,807,010 ($ 3,300,006) $ 4,458,185 $ 1,642,811 ($ 844) $ 8,607,156
  Non-PEO $ 1,653,223 ($ 601,655) $ 812,810 $ 360,701 ($ 210) $ 2,224,869
(a)For equity awards issued during the relevant year, represents fair value of such awards as of the end of the year. For equity awards issued in prior years, represents the change in fair value of such awards as of the vesting date or the end of the year, as appropriate, compared to the fair value of such awards at the end of the prior year. The fair value of the restricted share awards was determined by the closing price of our common shares as of the end of each year. The fair values of option and performance unit awards were calculated using Black-Scholes and Monte Carlo values, respectively, as of the relevant dates, except in the case of the final results of the performance units, which were valued as the closing price of our common shares as of the end of the performance period multiplied by the final multiplier derived from the relative TSR results.
   
      
Compensation Actually Paid vs. Total Shareholder Return

     
Compensation Actually Paid vs. Net Income

 

      
Compensation Actually Paid vs. Company Selected Measure

     
Total Shareholder Return Vs Peer Group      
Tabular List, Table

Financial Performance Measures

 

The following are the most important financial performance measures that were used to link NEO “compensation actually paid” to company performance in 2023:

 

Most Important Financial Performance Measures
FFO, as adjusted per share (1)
Same-store NOI growth (1)
TSR relative to TSR of our peer group

 

(1)See appendix to this proxy statement for a discussion of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures.
     
Total Shareholder Return Amount $ 173.12 143.66 194.96 111.67
Peer Group Total Shareholder Return Amount 112.04 100.62 134.06 94.88
Net Income (Loss) $ 412,435,000 $ 292,472,000 $ 230,813,000 $ 167,611,000
Company Selected Measure Amount 2.68 2.53 2.11 1.72
PEO Name Mr. Marr      
Measure:: 1        
Pay vs Performance Disclosure        
Name FFO, as adjusted      
Non-GAAP Measure Description
(5)FFO as adjusted, per share is a non-GAAP financial measure. See appendix to this proxy statement for a reconciliation of FFO, as adjusted, to net income attributable to common shareholders.
      
Measure:: 2        
Pay vs Performance Disclosure        
Name Same-store NOI growth      
Measure:: 4        
Pay vs Performance Disclosure        
Name TSR relative to TSR of our peer group      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (4,099,971) $ (4,099,998) $ (4,100,019) $ (3,300,006)
PEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,286,668 2,620,282 10,765,612 4,458,185
PEO | Change In Fair Value Of Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,439,529 (4,756,205) 8,317,929 1,642,811
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 41,247 (844)
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (878,756) (823,310) (710,001) (601,655)
Non-PEO NEO | Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,133,102 526,172 1,864,282 812,810
Non-PEO NEO | Change In Fair Value Of Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 219,985 (841,783) 1,543,567 360,701
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 47 $ 10,553 $ (210)