XML 54 R33.htm IDEA: XBRL DOCUMENT
v3.24.0.1

SHARE-BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION | 12 Months Ended
--- | ---
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
SHARE-BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION | 15. SHARE-BASED COMPENSATION, 401(K) PLAN AND DEFERRED COMPENSATION 401(k) Plan The Company sponsors a 401(k) defined contribution plan for its employees. Each employee may contribute up to 100% of annual compensation, subject to specific limitations under the Internal Revenue Code. At its discretion, the Company can make matching contributions equal to a percentage of the employee’s elective contribution and profit sharing contributions. The Company funds its 401(k) contributions annually and plan participants must be employed as of December 31 in order to receive employer contributions, except for employees eligible for qualifying retirement, as defined under the Internal Revenue Code. The Company contributions were $0.7 million, $0.4 million, and $0.5 million in 2023, 2022, and 2021, respectively. Restricted Share Rights Awards As of December 31, 2023, 889,166 restricted share rights (“Restricted Share Rights”) were outstanding under the Company's long term equity incentive plan. These Restricted Share Rights vest over one to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at December 31, 2023 was $1.8 million and is expected to be recognized over a weighted average remaining vesting period of 0.97. During the years ended December 31, 2023, 2022, and 2021, the amortization related to outstanding Restricted Share Rights was $4.7 million (of which $0.5 million was capitalized), $4.5 million (of which $0.7 million was capitalized), and $4.1 million (of which $0.5 million was capitalized), respectively. Compensation expense related to outstanding Restricted Share Rights is included in general and administrative expense. The following table summarizes the Company’s Restricted Share Rights activity during the year-ended December 31, 2023:
|  | Shares |  | Weighted Average Grant Date Fair Value
Non-vested at January 1, 2023 |  | 553,893 |  |  | $ | 13.22 |
Granted |  | 808,283 |  |  | $ | 6.03 |
Vested |  | (458,111) |  |  | $ | 9.29 |
Forfeited |  | (14,899) |  |  | $ | 8.61 |
Non-vested at December 31, 2023 |  | 889,166 |  |  | $ | 8.79 |
On February 16, 2023, the Compensation Committee awarded to officers of the Company an aggregate of 528,590 Restricted Share Rights, which vest over three years from the grant date. Each Restricted Share Right entitles the holder to one common share upon settlement. The Parent Company pays dividend equivalents on the Restricted Share Rights prior to the settlement date. Vesting and/or settlement would accelerate if the recipient of the award were to die, become disabled or, in the case of certain of such Restricted Share Rights, retire in a qualifying retirement prior to the vesting or settlement date. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, vesting would also accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason. The Restricted Share Rights granted in 2023, 2022, and 2021 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 225% of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and development, or investment, based targets during a three-year performance period with an additional 366 days of service generally required to fully vest. In addition to the basic award, up to an aggregate of 925,642, 406,179, and 388,840 shares may be awarded under the outperformance feature for the 2023, 2022, and 2021 awards, respectively, to those senior officers whose Restricted Share Rights awards include the “outperformance feature.” As of December 31, 2023, the Company has not recognized any compensation expense related to the outperformance features for the 2021 awards and 2022 awards and has recognized $0.5 million related to the outperformance feature for the 2023 awards. The Company will continue to evaluate progression towards achievement of the performance metrics on a quarterly basis and recognize compensation expense for the outperformance feature of these awards should it be determined that achievement of these metrics is probable. In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those grantees who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement. In addition, on February 16, 2023, the Compensation Committee awarded non-officer employees an aggregate of 92,703 Restricted Share Rights that generally vest in three equal annual installments. Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control. Restricted Performance Share Units Plan The Compensation Committee has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods. The table below presents certain information as to unvested RPSU awards.
|  | RPSU Grant Date
|  | 3/5/2021 |  | 3/3/2022 |  | 2/16/2023 |  | Total
(Amounts below in shares, unless otherwise noted) |  |  |  |  |  |  |  |
Non-vested at January 1, 2023 |  | 371,239 |  |  | 513,038 |  |  | — |  |  | 884,277 |
Granted |  | — |  |  | — |  |  | 1,057,173 |  |  | 1,057,173 |
Units Cancelled |  | — |  |  | — |  |  | — |  |  | — |
Non-vested at December 31, 2023 |  | 371,239 |  |  | 513,038 |  |  | 1,057,173 |  |  | 1,941,450 |
Measurement Period Commencement Date |  | 1/1/2021 |  | 1/1/2022 |  | 1/1/2023 |  |
Measurement Period End Date |  | 12/31/2023 |  | 12/31/2024 |  | 12/31/2025 |  |
Granted |  | 380,957 |  |  | 516,852 |  |  | 1,057,173 |  |  |
Fair Value of Units on Grant Date (in thousands) |  | $ | 6,389 |  |  | $ | 6,872 |  |  | $ | 7,125 |  |  |
The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three year performance period. For the 2021 and prior awards, dividend equivalents are credited as additional RPSUs during the performance period, subject to the same terms and conditions as the original RPSUs. The performance period will be abbreviated and the determination and delivery of earned shares will be accelerated in the event of a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the end of the otherwise applicable three year performance period; provided that, in the case of qualifying retirement for the 2020 and later grants, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement. In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs for the 2019 and prior RPSU grants through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the scheduled vesting period. For the year ended December 31, 2023, the Company recognized amortization of the 2023, 2022 and 2021 RPSU awards of $6.9 million, of which $0.9 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2022, amortization for the 2022, 2021 and 2020 RPSU awards was $6.2 million, of which $1.1 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2021, amortization for the 2021, 2020, and 2019 RPSU awards was $4.3 million, of which $0.5 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. The remaining compensation expense to be recognized with respect to the non-vested RPSUs at December 31, 2023 was approximately $7.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.4 years. The Company issued 171,318 common shares on February 1, 2023 in settlement of RPSUs that had been awarded on March 5, 2020 (with a three-year measurement period ended December 31, 2022). Holders of these RPSUs also received a cash dividend of $0.19 per share for these common shares on January 19, 2023. Employee Share Purchase Plan The Parent Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”), which is intended to provide eligible employees with a convenient means to purchase common shares of the Parent Company through payroll deductions and voluntary cash purchases at an amount equal to 85% of the average closing price per share for a specified period. Under the plan document, the maximum participant contribution for the 2023 plan year is limited to the lesser of 20% of compensation or $50,000. The ESPP allows the Parent Company to make open market purchases, which reflects all purchases made under the plan to date. In addition, the number of shares separately reserved for issuance under the ESPP is 1.25 million. E mployees made purchases under the ESPP of $0.4 million during the year ended December 31, 2023, $0.6 million during the year ended December 31, 2022 and $0.6 million during the year ended December 31, 2021. The Company recognized $0.1 million of compensation expense related to the ESPP during the year ended December 31, 2023 , $0.02 million for the year ended December 31, 2022, and $0.1 million for the year ended December 31, 2021. Compensation expense represents the 15% discount on the purchase price. The Board of Trustees of the Parent Company may terminate the ESPP at its sole discretion at any time. Deferred Compensation In January 2005, the Parent Company adopted a Deferred Compensation Plan (the “Plan”) that allows trustees and certain key employees to defer compensation voluntarily. Compensation expense is recorded for the deferred compensation and a related liability is recognized. Participants may elect designated benchmark investment options for the notional investment of their deferred compensation. The deferred compensation obligation is adjusted for deemed income or loss related to the investments selected. At the time the participants defer compensation, the Company records a liability, which is included in the Company’s consolidated balance sheets. The liability is adjusted for changes in the market value of the participant-selected investments at the end of each accounting period, and the impact of adjusting the liability is recorded as an increase or decrease to compensation cost. The Company has purchased mutual funds which can be utilized as a funding source for the Company’s obligations under the Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan. For each of the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company recorded a nominal amount of deferred compensation costs, net of investments in the company-owned policies and mutual funds. Participants in the Plan may elect to have all, or a portion of their deferred compensation invested in the Company’s common shares. The Company holds these shares in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Plan does not permit diversification of a participant’s deferral allocated to the Company common shares and deferrals allocated to Company common shares can only be settled with a fixed number of shares. In accordance with the accounting standard for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested, the deferred compensation obligation associated with the Company’s common shares is classified as a component of shareholder’s equity and the related shares are treated as shares to be issued and are included in total shares outstanding. At both December 31, 2023 and 2022, 1.2 million of such shares were included in total shares outstanding, respectively. Subsequent changes in the fair value of the common shares are not reflected in operations or shareholders’ equity of the Company.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration