XML 34 R21.htm IDEA: XBRL DOCUMENT
v3.22.4

Equity Incentive Plan | 12 Months Ended
--- | ---
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Equity Incentive Plan | Equity Incentive Plan The Company maintains its Equity Incentive Plan to attract and retain independent trustees, executive officers and other key employees. The plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units, and other equity-based awards. The plan was amended on May 24, 2022 to increase the maximum number of shares available under the plan by 1,600,000 shares and extend the term of the plan to March 22, 2032. Share awards under this plan generally vest over three to five years, though compensation for the Company’s independent trustees includes share grants that vest immediately. The Company pays dividends on unvested shares and units, except for performance-based shares and outperformance based units, for which dividends on unvested performance-based shares and units are accrued and not paid until those shares or units vest. Certain awards may provide for accelerated vesting if there is a change in control. As of December 31, 2022, there were 1,765,149 common shares available for issuance under the Equity Incentive Plan. Restricted Share Awards From time to time, the Company may award restricted shares under the Equity Incentive Plan as compensation to officers, employees and non-employee trustees. The Company recognizes compensation expense for the restricted shares on a straight-line basis over the vesting period based on the fair market value of the shares on the date of issuance. A summary of the Company’s restricted share awards for the years ended December 31, 2022, 2021 and 2020 is as follows:
| December 31, 2022 |  | December 31, 2021 |  | December 31, 2020
| Number of Shares |  | Weighted - Average Grant Date Fair Value |  | Number of Shares |  | Weighted - Average Grant Date Fair Value |  | Number of Shares |  | Weighted - Average Grant Date Fair Value
Non-vested at beginning of the period | 10,000 |  |  | $ | 11.47 |  |  | 1,667 |  |  | $ | 17.40 |  |  | 5,001 |  |  | $ | 18.33 |
Granted | — |  |  | — |  |  | 10,000 |  |  | 11.47 |  |  | — |  |  | — |
Vested | (3,334) |  |  | 11.47 |  |  | (1,667) |  |  | 17.40 |  |  | (3,334) |  |  | 18.80 |
Unvested at end of the period | 6,666 |  |  | $ | 11.47 |  |  | 10,000 |  |  | $ | 11.47 |  |  | 1,667 |  |  | $ | 17.40 |
As of December 31, 2022 and 2021, there were $61 thousand and $100 thousand, respectively, of unrecognized compensation costs related to restricted share awards. As of December 31, 2022, these costs were expected to be recognized over a weighted–average period of approximately 1.6 years. For the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $38 thousand, $44 thousand and $30 thousand, respectively, of expense related to the restricted share awards. This expense is included in general and administrative expenses in the accompanying consolidated statements of operations. Long-Term Incentive Plan Awards LTIP units are a special class of partnership interests in the Operating Partnership which may be issued to eligible participants for the performance of services to or for the benefit of the Company. Under the Equity Incentive Plan, each LTIP unit issued is deemed equivalent to an award of one common share thereby reducing the number of shares available for other equity awards on a one-for-one basis. A summary of the Company's LTIP unit awards for the years ended December 31, 2022, 2021 and 2020 is as follows:
| December 31, 2022 |  | December 31, 2021 |  | December 31, 2020
| Number of Units |  | Weighted - Average Grant Date Fair Value |  | Number of Units |  | Weighted - Average Grant Date Fair Value |  | Number of Units |  | Weighted - Average Grant Date Fair Value
Non-vested at beginning of the period | 764,178 |  |  | $ | 15.00 |  |  | 669,609 |  |  | $ | 15.73 |  |  | 598,320 |  |  | $ | 18.30 |
Granted | 380,004 |  |  | 16.08 |  |  | 330,945 |  |  | 14.55 |  |  | 325,507 |  |  | 13.42 |
Vested | (238,657) |  |  | 16.61 |  |  | (219,451) |  |  | 16.39 |  |  | (254,218) |  |  | 18.82 |
Forfeited | — |  |  | — |  |  | (16,925) |  |  | 17.02 |  |  | — |  |  | — |
Non-vested at end of period | 905,525 |  |  | $ | 15.03 |  |  | 764,178 |  |  | $ | 15.00 |  |  | 669,609 |  |  | $ | 15.73 |
Time-Based LTIP Awards On March 1, 2022, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 152,004 time-based awards (the “2022 Time-Based LTIP Unit Award”). The grants were made pursuant to award agreements that provide for time-based vesting (the "LTIP Unit Time-Based Vesting Agreement"). Time-Based LTIP Unit Awards will vest ratably provided that the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company). Prior to vesting, a holder is entitled to receive distributions on the LTIP units that comprise the 2022 Time-Based LTIP Unit Awards and the prior year LTIP unit awards set forth in the table above. Performance-Based LTIP Awards On March 1, 2022, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, also granted 228,000 performance-based awards (the "2022 Performance-Based LTIP Unit Awards"). The grants were made pursuant to award agreements that have market based vesting conditions. The Performance-Based LTIP Unit Awards are comprised of Class A Performance LTIP units that will vest only if and to the extent that (i) the Company achieves certain long-term market based TSR criteria established by the Compensation Committee and (ii) the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Compensation expense is based on an estimated value of $18.58 per 2022 Performance-Based LTIP Unit Award, which takes into account that some or all of the awards may not vest if long-term market based TSR criteria are not met during the vesting period. The 2022 Performance-Based LTIP Unit Awards may be earned based on the Company's relative TSR performance for the three-year period beginning on March 1, 2022 and ending on February 28, 2025. The 2022 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 200% of target value as follows:
| Relative TSR Hurdles (Percentile) |  | Payout Percentage
Threshold | 25th |  | 50%
Target | 55th |  | 100%
Maximum | 80th |  | 200%
Payouts at performance levels in between the hurdles will be calculated by straight-line interpolation. The Company estimated the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures, using the Monte Carlo Approach. In determining the discounted value of the LTIP units, the Company considered the inherent uncertainty that the LTIP units would never reach parity with the other common units of the Operating Partnership and thus have an economic value of zero to the grantee. Additional factors considered in estimating the value of the LTIP units included discounts for illiquidity; expectations for future dividends; risk free interest rates; stock volatility; and economic environment and market conditions. The grant date fair value of the LTIPs and the assumptions used to estimate the values are as follows:
| Grant Date | Number of Units Granted | Estimated Value per Unit | Volatility | Dividend Yield | Risk-Free Interest Rate
2017 Time-Based LTIP Unit Awards | 3/1/2017 | 89,574 | $18.53 | 24% | —% | 0.92%
2017 Performance-Based LTIP Unit Awards | 3/1/2017 | 134,348 | $19.65 | 25% | 5.8% | 1.47%
2018 Time-Based LTIP Unit Awards | 3/1/2018 | 97,968 | $16.83 | 26% | —% | 2.07%
2018 Performance-Based LTIP Unit Awards | 3/1/2018 | 146,949 | $17.02 | 26% | 6.2% | 2.37%
2019 Time-Based LTIP Unit Awards | 3/1/2019 | 88,746 | $18.45 | 21% | —% | 2.57%
2019 Performance-Based LTIP Unit Awards | 3/1/2019 | 133,107 | $18.91 | 21% | 6.2% | 2.55%
2020 Time-Based LTIP Unit Awards | 3/1/2020 | 130,206 | $13.05 | 20% | —% | 1.06%
2020 Performance-Based LTIP Unit Awards | 3/1/2020 | 195,301 | $13.66 | 20% | 8.1% | 0.90%
2021 Time-Based LTIP Unit Awards | 3/1/2021 | 132,381 | $12.52 | 78% | —% | 0.08%
2021 Performance-Based LTIP Unit Awards | 3/1/2021 | 198,564 | $15.91 | 64% | 3.4% | 0.30%
2022 Time-Based LTIP Unit Awards | 3/1/2022 | 152,004 | $12.33 | 80% | —% | 1.01%
2022 Performance-Based LTIP Unit Awards | 3/1/2022 | 228,000 | $18.58 | 66% | 3.5% | 1.44%
The Company recorded $5.0 million, $4.3 million and $4.4 million in compensation expense related to the LTIP units for years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, there was $6.5 million and $5.4 million, respectively, of total unrecognized compensation cost related to LTIP units. This cost is expected to be recognized over approximately 1.8 years, which represents the weighted average remaining vesting period of the LTIP units. Board of Trustee Share Compensation For 2022, 2021 and 2020, each independent trustee was compensated $0.1 million for their services. Each trustee may elect to receive up to 100% of their compensation in the form of shares, but must receive at least 58% in the form of shares. In January 2022, 2021 and 2020, the Company issued 34,672, 40,203 and 24,516 common shares, respectively, to its independent trustees as compensation for services performed in 2021, 2020 and 2019, respectively. The quantity of shares was calculated based on the average of the closing price for the Company’s common shares on the NYSE for the last ten trading days preceding the reporting date. On January 17, 2023, the Company distributed 43,378 common shares to its independent trustees for services performed in 2022.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + 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