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Incentive Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Incentive Compensation | 18. Incentive Compensation Stock-Based Compensation On May 16, 2024, our shareholders approved the 2024 Equity Incentive Plan (the “Plan”), which allows for a maximum of 24,778,731 shares to be issued under the plan. The Plan, which is scheduled to expire in March 2034, replaced our Amended and Restated 2014 Equity Incentive Plan. The Plan provides for grants of equity awards to our executive officers, non-employee directors and employees in order to attract and motivate talent for which we compete. In addition, equity awards are an effective management retention tool as they vest over multiple years based on continued employment. Equity awards are granted in the form of (i) restricted stock and (ii) long-term incentive plan (“LTIP”) units, which represent a class of partnership interests in our Operating Partnership and are typically comprised of Time-Based LTIP (“T-LTIP”) units, Performance-Based LTIP (“P-LTIP”) units, Time-Based Appreciation Only LTIP (“T-AOLTIP”) units and Performance-Based Appreciation Only LTIP (“P-AOLTIP”) units. As of December 31, 2024, we have 13,949,540 shares available for future grants under the Plan. During the years ended December 31, 2024, 2023 and 2022, we recognized $20,137,000, $20,321,000 and $19,003,000, respectively, of expense in connection with stock-based compensation awards. Completion of the 2021 Performance-Based Awards Program (“2021 P-LTIPs”) On December 31, 2023, the three-year performance measurement period for our 2021 P-LTIPs ended. On January 30, 2024, the Compensation Committee of our board of directors (the “Compensation Committee”) determined that 24.2%, or 409,046 of the LTIP units that were granted under the 2021 Performance Program, were earned. Of the LTIP units that were earned, 204,727 units vested immediately on January 30, 2024 and the remaining 204,319 units vested on December 31, 2024. The following are additional details related to equity awards outstanding as of December 31, 2024. T-LTIP Units We grant our executive officers, non-employee directors and employees T-LTIP units which vest over a period of three to five years and are subject to a taxable book-up event, as defined. T-LTIP units are similar to common units of our Operating Partnership in that they are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The T-LTIP units granted in the year ended December 31, 2024 had a grant date fair value of $1,419,000, which is being amortized into expense on a straight-line basis over the vesting period. As of December 31, 2024, there was $14,822,000 of total unrecognized compensation cost related to unvested T-LTIP units, which is expected to be recognized over a weighted-average period of 2.1 years. The following table summarizes our T-LTIP unit activity for the year ended December 31, 2024.
| Units |  |  | Weighted-Average Grant-Date Fair Value (per unit) |
Unvested as of December 31, 2023 |  | 6,474,471 |  |  | $ | 5.51 |
Granted |  | 338,599 |  |  |  | 4.19 |
Vested |  | (1,051,992 | ) |  |  | 8.27 |
Cancelled or expired |  | (6,266 | ) |  |  | 8.66 |
Unvested as of December 31, 2024 |  | 5,754,812 |  |  | $ | 4.92 |
T-AOLTIP Units We grant our executive officers T-AOLTIP units which vest over a period of three to four years. T-AOLTIP units are similar to stock options in that they permit the holder to realize the benefit of any increase in the per share value of our common stock above the value at the time the T-AOLTIP units were granted and can be converted into a number of common units of our Operating Partnership that have an aggregate value equal to such increase. The common units issued upon the conversion of T-AOLTIP units are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The T-AOLTIP units granted in the year ended December 31, 2024 had a grant date fair value of $836,000, which is being amortized into expense on a straight-line basis over the vesting period. The fair value of the T-AOLTIP unit is estimated using an option-pricing model with weighted average expected volatility of 42.0%, expected life of 3.5 years, risk free interest rate of 4.4% and expected dividend yield of 4.5%. As of December 31, 2024, there was $2,208,000 of total unrecognized compensation cost related to unvested T-AOLTIP units, which is expected to be recognized over a weighted-average period of 1.7 years. The following table summarizes our T-AOLTIP unit activity for the year ended December 31, 2024.
|  | Shares |  |  | Weighted-Average Exercise Price (per unit) |  |  | Weighted-Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value |
Outstanding as of December 31, 2023 |  |  | 6,642,144 |  |  | $ | 7.99 |  |  |  |  |  |  |
Granted |  |  | 685,041 |  |  |  | 4.43 |  |  |  |  |  |  |
Exercised |  |  | - |  |  |  | - |  |  |  |  |  |  |
Cancelled or expired |  |  | - |  |  |  | - |  |  |  |  |  |  |
Outstanding as of December 31, 2024 |  |  | 7,327,185 |  |  | $ | 7.66 |  |  |  | 4.3 |  |  | $ | 349,000 |
T-AOLTIP units vested and expected to vest as of December 31, 2024 |  |  | 7,176,298 |  |  | $ | 7.66 |  |  |  | 4.3 |  |  | $ | 349,000 |
T-AOLTIP units exercisable as of December 31, 2024 |  |  | 5,171,648 |  |  | $ | 7.73 |  |  |  | 4.3 |  |  | $ | 349,000 |
P-LTIP Units We grant our executive officers and employees P-LTIP units under multi-year performance-based long-term equity compensation programs. The purpose of these performance programs is to further align the interests of our stockholders with that of management by encouraging our senior officers to create stockholder value in a “pay for performance” structure. Under the performance programs, participants may earn P-LTIP units based on our performance over a three-year performance measurement period. If the designated performance objectives are achieved, awards earned under the program are subject to vesting over a period of four years and are also subject to a taxable book-up event, as defined. We did not grant any P-LTIP units in the year ended December 31, 2024. As of December 31, 2024, there was $3,627,000 of total unrecognized compensation cost related to unvested P-LTIP units granted, which is expected to be recognized over a weighted average period of 1.5 years. The following table summarizes our P-LTIP unit activity for the year ended December 31, 2024.
| Units |  |  | Weighted-Average Grant-Date Fair Value (per unit) |
Unvested as of December 31, 2023 |  | 5,933,697 |  |  | $ | 5.92 |
Granted |  | - |  |  |  | - |
Earned and vested |  | (409,046 | ) |  |  | 4.44 |
Cancelled or expired |  | (1,145,491 | ) |  |  | 4.30 |
Unvested as of December 31, 2024 |  | 4,379,160 |  |  | $ | 6.48 |
P-AOLTIP Units We grant our executive officers P-AOLTIP units which vest over a period of three to four years. P-AOLTIP units are similar to stock options in that they permit the holder to realize the benefit of any increase in the per share value of our common stock above the value at the time the P-AOLTIP units were granted; however, the P-AOLTIP units will only be earned and eligible to be converted into common units if the requisite performance objectives are achieved. P-AOLTIP units earned can be converted into a number of common units of our Operating Partnership that have an aggregate value equal to such increase. The common units issued upon the conversion of P-AOLTIP units are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. We did not grant any P-AOLTIP units in the year ended December 31, 2024. As of December 31, 2024, there was $6,970,000 of total unrecognized compensation cost related to unvested P-AOLTIP units granted, which is expected to be recognized over a weighted average period of 2.6 years. The following table summarizes our P-AOLTIP unit activity granted for the year ended December 31, 2024.
|  | Shares |  |  | Weighted-Average Exercise Price (per unit) |  |  | Weighted-Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value |
Outstanding as of December 31, 2023 |  |  | 7,518,519 |  |  | $ | 5.12 |  |  |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |
Exercised |  |  | - |  |  |  | - |  |  |  |  |  |  |
Cancelled or expired |  |  | - |  |  |  | - |  |  |  |  |  |  |
Outstanding as of December 31, 2024 |  |  | 7,518,519 |  |  | $ | 5.12 |  |  |  | 8.7 |  |  | $ | - |
P-AOLTIP units vested and expected to vest as of December 31, 2024 |  |  | 6,992,223 |  |  | $ | 5.12 |  |  |  | 8.7 |  |  | $ | - |
P-AOLTIP units exercisable as of December 31, 2024 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |
Restricted Stock We grant shares of restricted stock to certain non-employee directors and our employees which vest over one to four years. The shares of restricted stock granted in the year ended December 31, 2024 had a grant date fair value of $240,000, which is being amortized into expense on a straight-line basis over the vesting period. As of December 31, 2024, there was $674,000 of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted-average period of 1.3 years. The table below summarizes our restricted stock activity for the year ended December 31, 2024.
| Shares |  |  | Weighted-Average Grant-Date Fair Value (per share) |
Unvested as of December 31, 2023 |  | 285,651 |  |  | $ | 7.49 |
Granted |  | 50,000 |  |  |  | 4.80 |
Vested |  | (147,455 | ) |  |  | 7.18 |
Cancelled or expired |  | (1,687 | ) |  |  | 9.09 |
Unvested as of December 31, 2024 |  | 186,509 |  |  | $ | 7.00 |
Stock Options We did not grant any stock options in the years ended December 31, 2024, 2023 and 2022. As of December 31, 2024, we had 966,693 stock options outstanding that had a weighted average exercise price of $16.58 per share and a remaining life of 1.7 years.

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