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SHARE-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
Overview
The Company’s 2013 Equity Incentive Plan was amended and restated as of May 11, 2022 (the “Equity Plan”) to, among other things, provide for the issuance of up to an additional 3,000,000 common share equivalents of the Company. The Equity Plan authorizes the issuance of share options, share appreciation rights, restricted shares and units, long-term incentive plan units (“LTIP Units”), “appreciation only” LTIP Units (“AO LTIP Units”), performance awards, and other share-based awards to employees and trustees. As of December 31, 2024, there were 4,645,972 common share equivalents available for grant under the Equity Plan. The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided in ASC 718, Stock Compensation.
During the years ended December 31, 2024, 2023 and 2022, the Company recognized $10.2 million, $10.1 million, and $10.3 million of share-based compensation expense, net of amounts capitalized, respectively, which is included within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income. During the years ended December 31, 2024, 2023 and 2022, the Company capitalized $1.6 million, $1.4 million, and $1.3 million of share-based compensation for development activities, respectively. The Company recognizes forfeitures as they occur.
Share Options
Pursuant to the Equity Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company’s common shares. Options granted typically vest over a five-year period and expire 10 years from the grant date. The Company issues new common shares upon the exercise of options.
There was no option activity during the years ended December 31, 2024 and 2023 as all outstanding options were exercised during 2022. In addition, no options were granted during the years ended December 31, 2024, 2023 or 2022.
The aggregate intrinsic value of the 1,250 options exercised during the year ended December 31, 2022 was $3,300.
Restricted Shares
The Equity Plan authorizes the grant of restricted common shares, which are considered outstanding shares from the date of grant and typically vest over a period ranging from three to five years. The Company pays dividends on restricted shares, and such dividends are included within “Accumulated deficit” in the accompanying consolidated balance sheets.
The following table summarizes the activity for the restricted shares that were granted to the Company’s employees and Board of Trustees for the year ended December 31, 2024:
 Number of
Restricted Shares		Weighted Average
Grant Date Fair
Value per Share
Restricted shares outstanding as of January 1, 2024337,077 $21.28 
Shares granted256,134 21.20 
Shares forfeited(32,117)21.11 
Shares vested(175,858)20.99 
Restricted shares outstanding as of December 31, 2024385,236 $21.37 
The following table summarizes the restricted share grants and vestings during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands, except share and per share data):
Number of
Restricted Shares Granted		Weighted Average
Grant Date Fair
Value per Share		Fair Value of
Restricted Shares Vested
2024256,134 $21.20 $3,736 
2023229,551 $21.45 $3,936 
2022206,855 $21.15 $4,459 
As of December 31, 2024, there was $4.9 million of total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted average period of one year. We expect to incur approximately $3.1 million of this expense in 2025, $1.6 million in 2026, and the remainder in 2027.
LTIP Units
Time-based LTIP Unit awards were granted on a discretionary basis to the Company’s named executive officers during the years ended December 31, 2024, 2023 and 2022 based on a review of the prior year’s performance.
The following table summarizes the activity for the LTIP Units that were granted to the Company’s named executive officers for the year ended December 31, 2024:
 Number of
LTIP Units		Weighted Average
Grant Date Fair
Value per Unit
LTIP Units outstanding as of January 1, 2024402,870 $15.61 
LTIP Units granted194,136 16.99 
LTIP Units vested(186,297)15.26 
Restricted units outstanding as of December 31, 2024410,709 $16.43 
The following table summarizes the LTIP Unit grants and vestings during the years ended December 31, 2024, 2023 and 2022 (dollars in thousands, except unit and per unit data):
Number of
LTIP Units Granted		Weighted Average
Grant Date Fair
Value per Unit		Fair Value of
LTIP Units Vested
2024194,136 $16.99 $4,270 
2023163,515 $17.45 $3,740 
2022138,505 $17.07 $3,173 
As of December 31, 2024, there was $4.4 million of total unrecognized compensation expense related to LTIP Units, which is expected to be recognized over a weighted average period of 1.0 year. We expect to incur approximately $2.9 million of this expense in 2025, $1.3 million in 2026, and the remainder in 2027.
AO LTIP Units
During the years ended December 31, 2024, 2023 and 2022, the Company’s executive officers exercised 485,593, 551,817, and 439,415 AO LTIP Units, respectively, which were previously granted in connection with the Company’s annual review of executive compensation. AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level set as of the grant date of the award (the “Participation Threshold”). The value of vested AO LTIP Units is realized through conversion into a number of vested LTIP Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold.
The AO LTIP Units became exercisable and convertible into vested LTIP Units of the Operating Partnership after they became vested AO LTIP Units. The awards of AO LTIP Units were subject to both time-based and stock price performance-based vesting requirements. Subject to the terms of the award agreements, the AO LTIP Units vested and became fully exercisable as of the date that both of the following requirements had been met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the five-year period following the grant date for awards granted in 2019 and at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date for awards granted in 2020 and 2021, the reported closing price per common share of the Company appreciates at least 20% for awards granted in 2019 and at least 15% for awards granted in 2020 and 2021 over the applicable Participation Threshold per AO LTIP Unit for a minimum of 20 consecutive trading days.
The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense was amortized over a period of three to five years. During the years ended December 31, 2024, 2023 and 2022, the Company recognized compensation expense for the AO LTIP Units of $0.8 million, $1.7 million, and $1.9 million, respectively.
Special Long-Term Equity Award
In January 2022, the Compensation Committee of the Company’s Board of Trustees granted a total of 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the October 2021 merger with RPAI, which are subject to both performance and service conditions. The LTIP Units granted were subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024, with the following performance components: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which will be weighted at 60%; (ii) post-merger cash general and administrative expense synergies achieved as of the end of the performance period, which will be weighted at 20%; and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20%. Overall performance is further subject to an absolute total shareholder return modifier that can increase (or decrease) the total number of LTIP Units eligible to vest by up to 25% (not to exceed the maximum number of LTIP Units). Distributions will accrue during the performance period and be paid only on LTIP Units that vest at the conclusion of the performance period, and any accrued distributions on vested LTIP Units will be settled in cash at such time.