On January 4, 2018, the Company’s Board of Trustees adopted the Americold Realty Trust 2017 Equity Incentive Plan (2017 Plan), which permits the grant of various forms of equity- and cash-based awards from a reserved pool of 9,000,000 common shares of the Company. The details of the 2017 Plan are disclosed in greater detail in the 2020 Form 10-K as filed with the SEC.

All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award. The Company issues time-based, performance-based and market performance-based equity awards. Time-based awards and cliff vesting market performance-based awards are recognized on a straight-line basis over the associates’ requisite service period, as adjusted for estimate of forfeitures. Performance-based awards are recognized ratably over the vesting period using a graded vesting attribution model upon the achievement of the performance target, as adjusted for estimate of forfeitures. The only performance-based awards issued by the Company were granted in 2016 and 2017.

The Company implemented an Employee Stock Purchase Plan (ESPP) which became effective on December 8, 2020. Under the ESPP, eligible employees are granted options to purchase common shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about January 1 and July 1, and exercisable on or about the succeeding July 1, and January 1, respectively, of each year. No participant may purchase more than $25,000 worth of common shares in a six-month offering period, or a maximum of 2,400 common shares. There are 5,000,000 common shares available for issuance under the ESPP. The share-based compensation cost of the ESPP options are measured based on grant date at fair value and are recognized on a straight-line basis over the offering period. ESPP assumptions and the related fair value per share table are disclosed in the three month period in which there is ESPP activity, such as an ESPP purchase. The ESPP did not have a material impact on share-based compensation expense during the three and nine months ended September 30, 2021.

Aggregate share-based compensation charges were $4.3 million and $4.6 million during the three months ended September 30, 2021 and 2020, respectively, and $14.8 million and $13.3 million during the nine months ended September 30, 2021 and 2020, respectively. Routine share-based compensation expense is included as a component of “Selling, general and administrative” expense on the accompanying Condensed Consolidated Statements of Operations. As of September 30, 2021, there was $24.5 million of unrecognized share-based compensation expense related to stock options and restricted stock units, which will be recognized over a weighted-average period of 1.8 years. As of September 30, 2021 and December 31, 2020, the Company accrued $1.4 million and $2.5 million, respectively, of dividend equivalents on unvested units payable to associates and trustees.

Restricted stock units are nontransferable until vested. Prior to the issuance of a common share, the grantees of restricted stock units are not entitled to vote the shares. Time-based restricted stock unit awards vest in equal annual increments over the vesting period. Performance-based and market performance-based restricted stock unit awards cliff vest upon the achievement of the performance target, as well as completion of the performance period.


Nine Months Ended September 30,	Grantee Type	Number of Restricted Stock Units Granted	Vesting Period	Grant Date Fair Value (in thousands)
2021	Trustees	6,616	1 year	$	250
2021	Associates	321,150	1-3 years	$	10,792
2020	Trustees	8,517	1 year	$	300
2020	Associates	295,274	1-3 years	$	9,137

Of the restricted stock units granted for the nine months ended September 30, 2021, (i) 6,616 were time-based restricted stock units with a one year vesting period issued to non-employee trustees as part of their annual compensation, (ii) 212,369 were time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates and (iii) 108,781 were market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates. The vesting of such market performance-based awards will be determined based on Americold Realty Trust’s total shareholder return (TSR) relative to the MSCI US REIT Index (RMZ), computed for the performance period that began January 1, 2021 and will end December 31, 2023.

Of the restricted stock units granted for the nine months ended September 30, 2020, (i) 8,517 were time-based restricted stock units with a one year vesting period issued to non-employee trustees as part of their annual compensation, (ii) 186,464 were time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates and (iii) 108,810 were market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates. The vesting of such market performance-based awards will be determined based on Americold Realty Trust’s total shareholder return (TSR) relative to the MSCI US REIT Index (RMZ), computed for the performance period that began January 1, 2020 and will end December 31, 2022.

In January 2021, following the completion of the applicable market-performance period, the Compensation Committee determined that the high level had been achieved for the 2018 awards and, accordingly, 799,591 units vested immediately, representing a vesting percentage of 150%.


Nine Months Ended September 30, 2021
Restricted Stock	Number of Time-Based Restricted Stock Units	Aggregate Intrinsic Value (in millions)		Number of Performance-Based Restricted Stock Units	Aggregate Intrinsic Value (in millions)		Number of Market Performance-Based Restricted Stock Units(2)	Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2020	563,224	$	21.0	42,856	$	1.6	873,581	$	42.6
Granted	218,985			—			108,781
Market-performance adjustment(3)	—			—			266,531
Vested	(221,936)			(14,286)			(800,087)
Forfeited	(64,415)			—			(69,716)
Non-vested as of September 30, 2021	495,858	$	13.8	28,570	$	0.8	379,090	$	10.5
Shares vested, but not released(1)	615,643	17.9		42,858	1.2		—	—
Total outstanding restricted stock units	1,111,501	$	31.7	71,428	$	2.0	379,090	$	10.5

(1)For certain vested restricted stock units, common share issuance is contingent upon the first to occur of: (1) termination of service; (2) change in control; (3) death; or (4) disability, as defined in the 2010 Plan. Of these vested restricted stock units, 568,753 belong to a member of the Board of Trustees who has resigned and common shares shall not be issued until the first to occur: (1) change in control; or (2) April 13, 2022. Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote the shares until common shares are issued. The weighted average grant date fair value of these units is $9.38 per unit. During 2021 an additional 14,286 of these restricted stock units vested. Of the total restricted stock units vested, but not yet released, 615,643 time-based restricted stock units and 28,570 performance-based restricted stock units vested prior to January 1, 2020.

The weighted average grant date fair value of restricted stock units granted during the nine months ended September 30, 2021 was $33.69 per unit, for vested and converted restricted stock units was $18.18, for forfeited restricted stock units was $31.24. The weighted average grant date fair value of non-vested restricted stock units was $31.19 and $24.27 per unit as of September 30, 2021 and December 31, 2020, respectively.

The Trustees and certain members of management may elect to receive their awards in the form of either OP units or restricted stock units (applicable to time-vested and market-performance based awards). The terms of the OP units mirror the terms of the restricted stock units granted in the respective period.


Nine Months Ended September 30,	Grantee Type	Number of OP Units Granted	Vesting Period	Grant Date Fair Value (in thousands)
2021	Trustees	17,863	1 year	$	675
2021	Associates	258,479	1-3 years	$	8,434
2020	Trustees	16,325	1 year	$	575
2020	Associates	255,720	1-3 years	$	7,719


Nine Months Ended September 30, 2021
OP Units	Number of Time-Based OP Units	Aggregate Intrinsic Value (in millions)		Number of Market Performance-Based OP Units	Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2020	93,180	$	3.5	178,865	$	6.7
Granted	78,335			198,007
Vested	(41,922)			—
Forfeited	—			—
Non-vested as of September 30, 2021	129,593	$	3.8	376,872	$	10.9
Shares vested, but not released	59,121	1.7		—	—
Total outstanding OP units	188,714	$	5.5	376,872	$	10.9


Options	Shares (In thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Terms (Years)
Outstanding as of December 31, 2020	465,498	$	9.81	4.7
Granted	—	—
Exercised	(199,200)	9.81
Forfeited or expired	—	—
Outstanding as of September 30, 2021	266,298	9.81		3.5

Exercisable as of September 30, 2021	190,300	$	9.81	2.7

The total grant date fair value of stock option awards that vested during the nine months ended for both September 30, 2021 and 2020 was approximately $0.6 million and $0.6 million, respectively. The total intrinsic value of options exercised for the nine months ended September 30, 2021 and 2020 was $3.8 million and $8.2 million, respectively.