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Share-Based Compensation
12 Months Ended
Dec. 31, 2021
Share Based Compensation [Abstract]  
Share-Based Compensation

Note 14. Share-Based Compensation

The following tables set forth certain share-based compensation information for 2021, 2020, and 2019, respectively:

 

 

 

Years ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Expense relating to share/unit grants

 

$

3,229,000

 

 

$

3,954,000

 

 

$

4,496,000

 

Amounts capitalized

 

 

(186,000

)

 

 

(231,000

)

 

 

(379,000

)

Total charged to operations

 

$

3,043,000

 

 

$

3,723,000

 

 

$

4,117,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average

 

 

 

 

 

 

 

Shares

 

 

grant date value

 

 

 

 

 

Unvested shares/units, December 31, 2020

 

 

642,000

 

 

$

25.86

 

 

 

 

 

Restricted share grants

 

 

149,000

 

 

 

11.98

 

 

 

 

 

Vested during period

 

 

(247,000

)

 

 

24.10

 

 

 

 

 

Forfeitures/cancellations

 

 

(52,000

)

 

 

17.07

 

 

 

 

 

Unvested shares/units, December 31, 2021

 

 

492,000

 

 

$

23.47

 

 

 

 

 

 

 

 

At December 31, 2021, approximately 0.2 million shares remained available for grants pursuant to the 2017 Plan and, at that date, there remained an aggregate of $3.5 million applicable to all grants and awards to be expensed over a weighted average period of 1.7 years.

During 2021, there were 149,000 time-based restricted shares issued with a weighted average grant date fair value of $11.98 per share. During 2020, there were 63,000 time-based restricted shares issued, with a weighted average grant date fair value of $17.48 per share. During 2019, there were 79,000 time-based restricted shares issued, with a weighted average grant date fair value of $21.25 per share.

The total fair values of shares vested during 2021, 2020, and 2019 were $6.0 million, $0.9 million, and $0.5 million, respectively.

President and CEO Employment Contract

 

Upon employment on June 15, 2011, the Company’s President and CEO received restricted share grants totaling 378,800 shares, one-half of which was time-based, vesting upon the seventh anniversary of the date of grant (June 15, 2018), and the other half market performance-based, to be earned if the total annual return on an investment in the Company’s common stock (“TSR”) was at least an average of 6.5% per year for the seven years ended June 15, 2018. On June 15, 2018, approximately 189,400 time-based shares vested and approximately 189,400 market performance-based shares were forfeited as the market performance criteria was not achieved.

 

On June 15, 2018, in connection with a new amended and restated employment agreement, the Company’s President and CEO received an approximate 152,000 time-based restricted share grant at a market price of $28.91. However, as a result of an existing limitation within the 2017 Plan, only approximately 114,000 shares were granted on June 15, 2018, with the remaining 38,000 shares granted on January 1, 2019. All 152,000 time-based restricted shares will vest upon the fifth anniversary of the effective date of the employment agreement (June 15, 2023), subject to the Company’s President and CEO continuous employment with the Company through such date, subject to certain exceptions. Consistent with such time-based restricted grant awards to other participants, dividends will be paid on these shares.

 

In addition, on June 15, 2018, the Company’s President and CEO was also granted a market performance-based equity award of approximately 227,000 restricted stock units (“RSUs”) and approximately 227,000 dividend equivalent rights (“DERs”) of the Company. Each RSU represents a contingent right to receive one common share if certain market performance criteria are achieved. During the three years ending June 15, 2021 (the “Interim Performance Period”), a maximum of approximately 114,000 shares can be earned. Any portion of the market performance-based equity award that is not earned as of the end of the Interim Performance Period will be carried forward for calculation for the five years ending June 15, 2023 (the “Full Performance Period”). The percentage of the market performance-based equity award to be earned will be determined based on the Company’s average annual TSR over the Interim Performance Period and/or over the Full Performance Period as follows: if average annual TSR (1) is below 4%, the percentage of grant earned would be 0%, (2) equals 4%, the percentage of grant earned would be 33.3%, (3) equals 6.5%, the percentage of grant earned would be 66.7%, and (4) equals 10% or above, the percentage of grant earned would be 100%. Linear interpolation shall be applied to determine the percentage of the market performance-based equity award that is earned where the average annual TSR over the performance period falls between the percentages set forth above. An independent appraisal determined the value of the market performance-based equity award for the interim and full performance periods to be $21.78 and $19.60 per share, respectively, compared to a market price at the date of grant of $28.91 per share. Based on market performance for the Interim Performance Period, it was determined the Company’s President and CEO earned 113,636 shares. Accordingly, on July 20, 2021, the Company issued 113,636 common shares to the CEO and paid him $0.3 million for the related DERs.

 

The DERs will accrue and will be deemed to be reinvested into the Company’s common stock and payment with respect to the dividend equivalent rights will be deferred until the end of the Interim Performance Period, or the Full Performance Period, as the case may be, to coincide with the vesting, if any, of the market performance-based equity award. Payment will only be made for the portion of the market performance-based equity award that is earned and vests.