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STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2023

STOCKHOLDERS' EQUITY

Summary of shares subject to outstanding awards

The following details the shares subject to awards that are outstanding under the Plans as of March 31, 2023:

​	​	​	​	​	​	​
​	​	2022	​	2019	​	2016
​		Incentive Plan		Incentive Plan (a)		Incentive Plan (a)
Restricted stock	​	152,955	​	437,375	​	140,200
RSUs	​	85,350	​	155,726	​	—
Totals	​	238,305	​	593,101	​	140,200

(a) No additional awards may be granted under such plan.

​

Summary of RSU activity and other material terms and conditions

The following table reflects the activities involving RSUs during the indicated years:

​	​	​	​	​	​	​	​
​		2022	​	2021	​	2020	​
RSUs granted and outstanding (a) (b)	​	85,350	​	80,700	​	75,026	​
Vesting Date (c) (d)	​	6/30/2025	​	6/30/2024	​	6/30/2023	​

(a) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(b) No shares were granted, vested or forfeited during the three months ended March 31, 2023 and 2022.

(c) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(d) RSUs vest upon satisfaction of metrics related to average annual total stockholder return ("TSR Metric") and average annual return on capital ("ROC Metric"; together with the TSR Metric, the "Metrics") and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied.

The specific metrics and other material terms and conditions of the RSUs are as follows:

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Performance Criteria (a)
Year RSU Granted	​	Metric	​	Weight	​	Minimum	​	Maximum
2020 (b)	​	ROC Metric (c)	​	50%	​	Average annual of at least 7.0%	​	Average annual of at least 9.75%
​	​	TSR Metric (d)	​	50%	​	Average annual of at least 7.0%	​	Average annual of at least 12.0%
2021 - 2022 (e) (f)	​	ROC Metric (c)	​	50%	​	Average annual of at least 6.0%	​	Average annual of at least 8.75%
​	​	TSR Metric (d)	​	50%	​	Average annual of at least 6.0%	​	Average annual of at least 11.0%

(a) If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest.

(b) Such RSUs are not entitled to voting or dividend rights.

(c) The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are re-evaluated quarterly.

(d) The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards.

(e) Such RSUs are (i) not entitled to voting rights and (ii) upon vesting, the holders receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle.

(f) As of March 31, 2023 and December 31, 2022, the Company accrued dividend equivalents of $264,000 and $210,000, respectively, for the 2022 and 2021 RSUs based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined at such dates.

Schedule of equity incentive plans

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2023			2022
Restricted stock grants:	​	​	​	​	​	​
Number of shares	​	​	152,955	​	​	153,575
Average per share grant price	​	$	22.09	​	$	33.75
Deferred compensation to be recognized over vesting period	​	$	3,379,000	​	$	5,183,000
​	​	​	​	​	​	​
Number of non-vested shares:	​	​	​	​	​	​
Non-vested beginning of the period	​	​	712,375	​	​	706,450
Grants	​	​	152,955	​	​	153,575
Vested during the period	​	​	(134,800)	​	​	(130,750)
Forfeitures	​	​	—	​	​	(500)
Non-vested end of the period	​	​	730,530	​	​	728,775
​	​	​	​	​	​	​
RSU grants:	​	​	​	​	​	​
Number of underlying shares	​	​	—	​	​	—
Average per share grant price	​	$	—	​	$	—
Deferred compensation to be recognized over vesting period	​	$	—	​	$	—
​	​	​	​	​	​	​
Number of non-vested shares:	​	​	​	​	​	​
Non-vested beginning of the period	​	​	241,076	​	​	230,752
Grants	​	​	—	​	​	—
Vested during the period	​	​	—	​	​	—
Forfeitures	​	​	—	​	​	—
Non-vested end of the period	​	​	241,076	​	​	230,752
​	​	​	​	​	​	​
Restricted stock and RSU grants (based on grant price):	​	​	​	​	​	​
Weighted average per share value of non-vested shares	​	$	25.74	​	$	26.47
Value of stock vested during the period	​	$	3,412,000	​	$	3,236,000
Weighted average per share value of shares forfeited during the period	​	$	—	​	$	33.75
​	​	​	​	​	​	​
Total charge to operations:	​	​	​	​	​	​
Outstanding restricted stock grants	​	$	950,000	​	$	957,000
Outstanding RSUs	​	​	378,000	​	​	368,000
Total charge to operations	​	$	1,328,000	​	$	1,325,000

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