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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2021
Share-based Payment Arrangement [Abstract] |
Share-Based Compensation | Share-Based Compensation All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award. The Company issues time-based, performance-based and market performance-based equity awards. Time-based and cliff vesting market performance-based awards are recognized on a straight-line basis over the associates’ requisite service period, as adjusted for estimate of forfeitures. Performance-based awards are recognized ratably over the vesting period using a graded vesting attribution model upon the achievement of the performance target, as adjusted for estimate of forfeitures. The only performance-based awards issued by the Company were granted in 2016 and 2017. The Company implemented an Employee Stock Purchase Plan (ESPP) which became effective on December 8, 2020. Under the ESPP, eligible employees are granted options to purchase common shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about January 1 and July 1, and exercisable on or about the succeeding July 1, and January 1, respectively, of each year. No participant may purchase more than $25,000 worth of common shares in a six-month offering period, or a maximum of 2,400 common shares. There are 5,000,000 common shares available for issuance under the ESPP. The share-based compensation cost of the ESPP options are measured based on grant date at fair value and are recognized on a straight-line basis over the offering period. ESPP assumptions and the related fair value per share table are disclosed in the three month period in which there is ESPP activity, such as an ESPP purchase. The ESPP did not have a material impact on share-based compensation expense during the year ended December 31, 2021. Aggregate share-based compensation charges were $23.9 million, $17.9 million and $15.9 million during the years ended December 31, 2021, 2020 and 2019, respectively. Routine share-based compensation expense is included as a component of “Selling, general and administrative” expense on the accompanying Consolidated Statements of Operations. Approximately $3.1 million of share-based compensation expense was recorded during the year ended December 31, 2019 due to accelerated vesting of awards outstanding to former executives and an equity award modification upon trustee resignation, and were included as a component of “Acquisition, litigation and other” expense on the accompanying Consolidated Statements of Operations. As of December 31, 2021, there was $51.9 million of unrecognized share‑based compensation expense related to stock options and restricted stock units, which will be recognized over a weighted-average period of 1.6 years. Americold Realty Trust 2010 Equity Incentive Plans During December 2010, the Company and the common shareholders approved the Americold Realty Trust 2010 Equity Incentive Plan (2010 Plan), whereby the Company could issue stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and/or dividend equivalents with respect to the Company’s common shares, cash bonus awards, and/or performance compensation awards to certain eligible participants, as defined, based upon a reserved pool of 3,849,976 of the Company’s common shares. No additional awards may be granted under the 2010 Plan. Americold Realty Trust 2017 Equity Incentive Plan On January 4, 2018, the Company’s Board of Trustees adopted the Americold Realty Trust 2017 Equity Incentive Plan (2017 Plan), which permits the grant of various forms of equity- and cash-based awards from a reserved pool of 9,000,000 common shares of the Company. On January 17, 2018, the Company’s shareholders approved the 2017 Plan. Equity-based awards issued under the 2017 Plan have the rights to receive dividend equivalents on an accrual basis. Dividend equivalents for market performance-based awards are forfeitable in the event of termination for cause or when voluntary departure occurs during the vesting period. Otherwise, dividend equivalents are accrued at the time of declaration and paid upon the vesting of the awards. Time-based awards have the right to receive nonforfeitable dividend equivalent distributions on unvested units throughout the vesting period. As of December 31, 2021, 2020 and 2019, respectively, the Company accrued $1.5 million, $2.5 million and $1.1 million, respectively, of dividend equivalents on unvested units payable to associates and trustees. All awards granted under the 2017 Plan dated on March 8, 2020 and thereafter include a retirement provision. The retirement provision allows that if a participant has either attained the age of 65, or has attained the age of 55 and has ten full years of service with the Company, and there are no facts, circumstances or events exist which would give the Company a basis to effect a termination of service for cause, then the award recipient is entitled to continued vesting of any outstanding equity-based awards which include the retirement provision. Should the participant choose to retire from the Company, the awards with the retirement provision would continue to vest. Accordingly, grants of time-based awards to an associate who has met the retirement criteria on or before the date of grant will be expensed at the date of grant. In addition, grants of time-based awards to associates who will meet the retirement criteria during the awards normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the retirement criteria. Time-based awards granted to recipients who meet the retirement criteria, and decide to retire, will continue vesting on the original vesting schedule as determined at grant date. A pro-rated portion of market-performance based awards granted to recipients who meet the retirement criteria will remain outstanding and eligible to vest based on actual performance through the last day of the performance period based on the number of days during the performance period that the recipient was employed. Modification of Restricted Stock Units and Accelerated Vesting of Awards During the first quarter of 2019, the Company’s Compensation Committee approved the modification of an award issued in 2018 to a member of the Board of Trustees upon his resignation. This modification immediately accelerated the next vesting tranche of 100,000 restricted stock units which otherwise would not have vested until 2020 assuming the trustee continued service, under the original award agreement. As a result of this modification, the Company recognized approximately $2.9 million of share-based compensation expense during the first quarter of 2019. Restricted Stock Units Restricted stock units are nontransferable until vested. Prior to the issuance of a common share, the grantees of restricted stock units are not entitled to vote the shares. Time-based restricted stock unit awards vest in equal annual increments over the vesting period. The grant date fair values for time-based restricted unit stock awards is equal to the closing market price of Americold Realty Trust common shares on the grant date. Performance-based and market performance-based restricted stock unit awards cliff vest upon the achievement of the performance target, as well as completion of performance period. The following table summarizes restricted stock unit grants by grantee type during the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31 | Grantee Type | Number of Restricted Stock Units Granted | Vesting Period | Grant Date Fair Value (in thousands)
2021 | Trustees | 6,616 | 1 year | $ | 250 |
2021 | Associates | 1,004,650 | 1-3 years | $ | 31,159 |
2020 | Trustees | 8,517 | 1 year | $ | 300 |
2020 | Associates | 295,274 | 1-3 years | $ | 9,137 |
2019 | Trustees | 18,267 | 1 year | $ | 575 |
2019 | Associates | 504,984 | 1-3 years | $ | 16,843 |
Restricted stock units granted for the year ended December 31, 2021 consisted of: (i) 6,616 time-based restricted stock units with a one-year vesting period issued to non-employee trustees as part of their annual compensation (ii) 216,269 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 108,781 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March and (iv) 679,600 time-based graded vesting restricted stock units with various vesting periods ranging from one to two years issued to certain associates as a retention grant in November of 2021. Restricted stock units granted for the year ended December 31, 2020 consisted of: (i) 8,517 time-based restricted stock units with a one-year vesting period issued to non-employee trustees as part of their annual compensation (ii) 186,464 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates and (iii) 108,810 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates. Restricted stock units granted for the year ended December 31, 2019 consisted of: (i) 12,285 time-based restricted stock units with a one-year vesting period issued to non-employee trustees in recognition of their efforts and oversight in the first year as a public company, (ii) 5,982 time-based restricted stock units with a one-year vesting period issued to non-employee trustees as part of their annual compensation, (iii) 261,816 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years years issued to certain associates and (iv) 243,168 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates. In January 2021, following the completion of the applicable market-performance period, the Compensation Committee determined that the high level had been achieved for the 2018 awards and, accordingly, 799,591 units vested immediately, representing a vesting percentage of 150%. The following table provides a summary of restricted stock unit activity under the 2010 and 2017 Plans for the year ended December 31, 2021:
Year Ended December 31, 2021
Restricted Stock | Number of Time-Based Restricted Stock Units | Aggregate Intrinsic Value (in millions) | Number of Performance-Based Restricted Stock Units | Aggregate Intrinsic Value (in millions) | Number of Market Performance-Based Restricted Stock Units(2) | Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2020 | 563,224 |  | $ | 21.0 |  | 42,856 |  | $ | 1.6 |  | 873,581 |  | $ | 42.6 |
Granted | 902,485 |  |  | — |  |  | 108,781 |  |
Market-performance adjustment(3) | N/A |  | N/A |  | 266,531 |  |
Vested | (300,430) |  |  | (14,286) |  |  | (800,087) |  |
Forfeited | (93,320) |  |  | (28,570) |  |  | (74,758) |  |
Non-vested as of December 31, 2021 | 1,071,959 |  | $ | 35.1 |  | — |  | $ | — |  | 374,048 |  | $ | 12.3 |
Shares vested, but not released(1) | 615,643 |  | 20.2 |  | 42,856 |  | 1.4 |  | — |  | — |
Total outstanding restricted stock units | 1,687,602 |  | $ | 55.3 |  | 42,856 |  | $ | 1.4 |  | 374,048 |  | $ | 12.3 |
(1)For certain vested restricted stock units, common share issuance is contingent upon the first to occur of: (1) termination of service; (2) change in control; (3) death; or (4) disability, as defined in the 2010 Plan. Of these vested time-based restricted stock units, 568,753 belong to a member of the Board of Trustees who has resigned and common shares shall not be issued until the first to occur: (1) change in control; or (2) April 13, 2022. The weighted average grant date fair value of these units is $9.38 per unit. Of these vested time-based restricted stock units 46,890 belong to an active member of the Board of Trustees and the date of issuance is therefore unknown at this time. The weighted average grant date fair value of these units is $8.42 per unit. Of these vested performance-based restricted stock units, 42,856 belong to the former CEO and common shares shall not be issued until May 2, 2022 in accordance with the terms of the award. The weighted average grant date fair value of these units is $13.43 per unit. During 2021 an additional 14,286 of these performance-based restricted stock units vested. Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote the shares until common shares are issued. (2)The number of market performance-based restricted stock units granted are reflected within this table based upon the number of shares issuable upon achievement of the performance metric at target. (3)Represents the increase in the number of original market-performance units awarded based on the final performance criteria achievement at the end of the defined performance period. This adjustment pertains to the 2018 annual grant of market-performance awards which utilized absolute total shareholder return (TSR) over a three-year measurement period as the market performance metric, and attained the maximum threshold, vesting at 150% of target. The weighted average grant date fair value of restricted stock units granted during years 2021, 2020, and 2019 was $31.06, $31.06 and $33.29 per unit, respectively. During the year ended December 31, 2021 the weighted average grant date fair value of vested and converted restricted stock units was $18.51 and forfeited restricted stock units was $28.23. The weighted average grant date fair value of non-vested restricted stock units was $31.40 and $24.27 per unit as of December 31, 2021 and 2020, respectively. Market Performance-Based Restricted Stock Units During each of the years ended December 31, 2021, 2020 and 2019, the Compensation Committee of the Board of Trustees approved the annual grant of market performance-based restricted stock units under the 2017 Plan to associates of the Company. The awards utilize relative total shareholder return (TSR) over a three-year measurement period as the market performance metric. Awards will vest based on the Company’s TSR relative to the MSCI US REIT Index (RMZ) over a three-year market performance period, or the Market Performance Period, commencing on January 1st of the grant year and ending on December 31st of the third year, as applicable (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services. Vesting with respect to the market condition is measured based on the difference between the Company’s TSR percentage and the TSR percentage of the RMZ, or the RMZ Relative Market Performance. In the event that the RMZ Relative Market Performance during the Market Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of RSUs, as applicable, set forth below:
Performance Level Thresholds | RMZ Relative Market Performance | Market Performance Vesting Percentage
High Level | above 75 th percentile | 200%
Target Level | 55 th percentile | 100%
Threshold Level | 30 th percentile | 50%
Below Threshold Level | below 30 th percentile | 0%
If the RMZ Relative Market Performance falls between the levels specified above, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels. The fair values of the awards were measured using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its TSR over a three-year market performance period, relative to the total stock price. Monte Carlo simulation is well-accepted for pricing market based awards, where the number of shares that will vest depends on the future stock price movements. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the RSUs is the average discounted payout across all simulation paths. Assumptions used in the valuations are summarized as follows:
Award Date | Expected Stock Price Volatility | Risk-Free Interest Rate | Dividend Yield (1)
2019 | 22% | 2.40% - 2.43% | N/A
2020 | 23% | 0.52% | N/A
2021 | 33% | 0.31% | N/A
(1)Dividends are assumed to be reinvested and therefore not applicable. OP Units Activity The Company’s Board of Trustees and certain members of management have the option to elect their annual grant in the form of either restricted stock units or OP units. The terms of the OP units mirror the terms of the restricted stock units granted in the respective period. The following table summarizes OP unit grants under the 2017 Plan during the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31, | Grantee Type | Number of OP Units Granted | Vesting Period | Grant Date Fair Value (in thousands)
2021 | Trustees | 22,427 | 1 year | $ | 811 |
2021 | Associates | 308,862 | 1-3 years | $ | 9,938 |
2020 | Trustees | 16,325 | 1 year | $ | 575 |
2020 | Associates | 255,720 | 1-3 years | $ | 7,719 |
2019 | Trustees | 20,190 | 1 year | $ | 675 |
OP units granted for the year ended December 31, 2021 consisted of: (i) 22,427 time-based OP units with a one-year vesting period issued to non-employee trustees as part of their annual compensation (ii) 102,655 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 198,007 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March and (iv) 8,200 time-based graded vesting OP units with a two-year vesting period issued to certain associates as a retention grant in November of 2021. OP units granted for the year ended December 31, 2020 consisted of: (i) 16,325 time-based OP units with a one-year vesting period issued to non-employee trustees as part of their annual compensation (ii) 76,855 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates and (iii) 178,865 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates. OP units granted for the year ended December 31, 2019 consisted of 20,190 time-based OP units with a one-year vesting period issued to non-employee trustees as part of their annual compensation. The following table provides a summary of the OP unit activity under the 2017 Plan for the year ended December 31, 2021:
Year Ended December 31, 2021
OP Units | Number of Time-Based OP Units | Aggregate Intrinsic Value (in millions) |  | Number of Market Performance-Based OP Units | Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2020 | 93,180 |  | $ | 3.5 |  |  | 178,865 |  | $ | 6.7 |
Granted | 133,282 |  |  |  | 198,007 |  |
Vested | (59,496) |  |  |  | — |  |
Forfeited | (26,744) |  |  |  | (88,707) |  |
Non-vested as of December 31, 2021 | 140,222 |  | $ | 4.6 |  |  | 288,165 |  | $ | 9.4 |
Shares vested, but not released | 76,695 |  | 2.5 |  |  | — |  | — |
Total outstanding OP units | 216,917 |  | $ | 7.1 |  |  | 288,165 |  | $ | 9.4 |
The OP units granted for the years ended December 31, 2021, 2020 and 2019 had an aggregate grant date fair value of $10.7 million, $8.3 million and $0.7 million, respectively. During the year ended December 31, 2021 the weighted average grant date fair value of vested OP units was $33.12 and forfeited OP units was $31.72. The weighted average grant date fair value of non-vested OP units was $31.30 and $30.45 per unit as of December 31, 2021 and 2020, respectively. Stock Options Activity The following table provides a summary of option activity for the year ended December 31, 2021:
| Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Terms (Years)
Outstanding as of December 31, 2020 | 465,498 |  | $ | 9.81 |  | 4.7
Granted | — |  | — |  |
Exercised | (209,200) |  | 9.81 |  |
Forfeited or expired | (50,000) |  | 9.81 |  |
Outstanding as of December 31, 2021 | 206,298 |  | $ | 9.81 |  | 2.9
Exercisable as of December 31, 2021 | 206,298 |  | $ | 9.81 |  | 2.9
The total fair value at grant date of stock option awards that vested during the years ended December 31, 2021, 2020 and 2019 was approximately $0.6 million, $0.7 million and $0.9 million, respectively. The total intrinsic value of options exercised for the year ended December 31, 2021, 2020 and 2019 was $4.8 million, $8.2 million and $27.8 million, respectively.

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