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SHARE BASED COMPENSATION | 3 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
SHARE BASED COMPENSATION | 13. SHARE BASED COMPENSATION Restricted Share Unit Awards As of March 31, 2025, 2,857,692 restricted share rights and units (“Restricted Share Units”) were outstanding under the Company’s long term equity incentive plan. These Restricted Share Units vest over one to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at March 31, 2025 was $2.5 million and is expected to be recognized over a weighted average remaining vesting period of 1.43 years. During the three months ended March 31, 2025 and 2024, the amortization related to outstanding Restricted Share Units was $4.1 million (of which $0.6 million was capitalized) and $3.9 million (of which $0.7 million was capitalized), respectively. Compensation expense related to outstanding Restricted Share Units is included in general and administrative expense. The following table summarizes the Company’s Restricted Share Units activity during the three months ended March 31, 2025:
|  | Shares |  | Weighted Average Grant Date Fair Value
Non-vested at January 1, 2025 |  | 1,783,508 |  |  | $ | 5.13 |
Granted |  | 1,117,454 |  |  | $ | 4.88 |
Vested |  | (28,583) |  |  | $ | 5.85 |
Forfeited |  | (14,687) |  |  | $ | 5.44 |
Non-vested at March 31, 2025 |  | 2,857,692 |  |  | $ | 5.03 |
On February 28, 2025, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate of 995,552 Restricted Share Units, which vest over three years from the grant date. Each Restricted Share Unit entitles the holder to one common share upon settlement. The Parent Company pays dividend equivalents on the Restricted Share Units 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 Units, 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 Units granted in 2025, 2024, 2023 and 2022 to certain senior executives include an “outperformance feature” whereby additional shares may be earned, up to 275% of the shares subject to the basic award, based on the Company’s achievement of earnings-based targets and capital markets 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 2,170,708, 2,669,293, 925,642, and 406,179 shares may be awarded under the outperformance feature for the 2025, 2024, 2023, and 2022 awards, respectively, to those senior officers whose Restricted Share Units awards include the “outperformance feature.” As of March 31, 2025, the Company has not recognized any compensation expense related to the outperformance feature for the 2025 awards and has recognized $5.7 million, $4.2 million and $2.1 million related to the outperformance feature for the 2024, 2023 and 2022 awards, respectively. 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 addition, on February 28, 2025, the Compensation Committee awarded non-officer employees an aggregate of 122,926 Restricted Share Units 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. In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those executives who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement or qualifying retirement eligibility. Restricted Performance Share Unit Awards The Compensation Committee of the Parent Company’s Board of Trustees 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 varying between zero and 200%, with respect to the 2023 award, and zero and 240%, with respect to the 2024 and 2025 awards, of the target amount based on the achievement of certain performance or market conditions. For 2023 awards, the number of shares issuable is 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 (“Relative TSR”). For the 2025 and 2024 awards, the number of common shares issuable is determined based on the Company’s achievement of certain operating metrics during three one-year performance periods, subject to further adjustment based on Relative TSR for the three-year term of the award. The table below presents certain information as to unvested RPSU awards.
|  | RPSU Awarded Date
|  | 2/16/2023 |  | 2/26/2024 |  | 2/28/2025 |  | Total
(Amounts below in shares, unless otherwise noted) |  |  |  |  |  |  |  |
Non-vested at January 1, 2025 |  | 999,887 |  |  | 375,968 |  |  | — |  |  | 1,375,855 |
Granted |  | — |  |  | 375,968 |  |  | 331,851 |  |  | 707,819 |
Units Vested |  | (11,185) |  |  | — |  |  | — |  |  | (11,185) |
Units Cancelled |  | (10,699) |  |  | — |  |  | — |  |  | (10,699) |
Non-vested at March 31, 2025 |  | 978,003 |  |  | 751,936 |  |  | 331,851 |  |  | 2,061,790 |
Measurement Period Commencement Date |  | 1/1/2023 |  | 1/1/2024 |  | 1/1/2025 |  |
Measurement Period End Date |  | 12/31/2025 |  | 12/31/2026 |  | 12/31/2027 |  |
Awarded Units |  | 1,057,173 |  |  | 1,251,803 |  |  | 995,552 |  |  |
Fair Value of Units on Awarded Date (in thousands) |  | $ | 7,125 |  |  | $ | 5,145 |  |  | $ | 4,858 |  |  |
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. If an award's service inception date precedes the grant date, we initially measure compensation expense for awards with performance conditions at fair value at the service inception date based on probability of payout, and we remeasure compensation expense at subsequent reporting dates until all of the award’s key terms and conditions are known and the grant date is established. We amortize awards with performance conditions using the graded expense method for retirement eligible employees. For 2023 awards, 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, the number of shares deliverable will be pro-rated based on the portion of the performance period actually worked before retirement. For 2024 and 2025 awards, the Company awarded 1,251,803 and 995,552 RPSUs of which 375,968 and 331,851 are treated as granted in 2025, respectively. The determination and delivery of earned shares will be accelerated in the event of a change in control or the award recipient’s death before the end of the full three-year term of the award. If the award recipient’s service ceases due to his or her qualifying retirement or disability during the term of the award, the award will remain outstanding and be earned based on actual performance for the full term of the award, subject to pro-ration based on the portion of the term actually worked. Dividend equivalents will be credited as additional RPSUs during the term of the awards, subject to the same terms and conditions as the original RPSUs. For the three months ended March 31, 2025, the Company recognized amortization of the 2025, 2024 and 2023 RPSU awards of $2.2 million, of which $0.0 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the three months ended March 31, 2024, amortization for the 2024, 2023 and 2022 RPSU awards was $1.4 million, of which $0.2 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 March 31, 2025 was approximately $9.1 million and is expected to be recognized over a weighted average remaining vesting period of 1.9 years. The Company issued 364,588 common shares on February 1, 2025 in settlement of RPSUs that had been awarded on March 3, 2022 (with a three-year measurement period ended December 31, 2024). Holders of these RPSUs also received a cash dividend of $0.15 per share for these common shares on January 23, 2025.

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