XML 36 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock Awards
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Awards

7. Stock Awards

Stock Awards

Our Equity Incentive Plan, adopted during the second quarter of 2019 and replacing the previous plan, authorizes the issuance of common stock options, restricted stock, restricted stock units, deferred stock units, stock appreciation rights, performance units, and awards of interests in our Operating Partnership. Our Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors. We have reserved 12.9 million shares of new common stock for awards under the Equity Incentive Plan, out of which 5.7 million shares remain available for future stock awards as of December 31, 2021. The Equity Incentive Plan contains a limit of 5 million shares as the maximum number of shares of common stock that may be awarded to an individual in any fiscal year. Awards under the Equity Incentive Plan are subject to forfeiture due to termination of employment prior to vesting and/or from not achieving the respective performance/market conditions. In the event of a change in control, outstanding and unvested options will immediately vest, unless otherwise provided in the participant’s award or employment agreement, and restricted stock, restricted stock units, deferred stock units, and other stock-based awards will vest if so provided in the participant’s award agreement. The term of the awards is set by the Compensation Committee, though Incentive Stock Options may not have terms of more than ten years. Forfeited awards are returned to the Equity Incentive Plan and are then available to be re-issued as future awards. For each share of common stock issued by Medical Properties Trust, Inc. pursuant to its Equity Incentive Plan, the Operating Partnership issues a corresponding number of Operating Partnership units.

 

For the past three years, we have only granted restricted stock and restricted stock units pursuant to our Equity Incentive Plan. These stock-based awards have been granted in the form of service-based awards and performance awards based on company-specific performance hurdles. See below for further details on each of these stock-based awards:

Service-Based Awards

In 2021, 2020, and 2019, the Compensation Committee granted service-based awards to employees and non-employee directors.  Service-based awards vest as the employee/director provides the required service (typically over three years). Dividends are generally paid on these awards prior to vesting.

Performance-Based Awards

In 2021, 2020, and 2019, the Compensation Committee granted performance-based awards to employees. Generally, dividends are not paid on performance awards until the award is earned. See below for details of such performance-based award grants:

In 2021, 2020, and 2019, a target number of stock awards were granted to employees that could be earned based on the achievement of specific performance thresholds as set by our Compensation Committee. The performance thresholds were based on a three-year period with the opportunity to earn a portion of the award earlier. More or less shares than the target number of shares are available to be earned based on our performance compared to the set thresholds. At the end of each of the performance periods, any earned shares during such period will vest on January 1 of the following calendar year. The performance thresholds for 2021 and 2020 awards were based on funds from operations growth, EBITDA, and acquisitions; whereas, the 2019 performance thresholds were based on return on equity, EBITDA, and acquisitions.

Certain performance awards granted were subject to a modifier which increases or decreases the actual shares earned in each performance period. The modifier for the 2021 and 2020 awards was based on two components: 1) how our total shareholder return (“TSR”) compared to the SNL U.S. REIT Healthcare Index (“SNL Index”) and 2) how our TSR compared to a threshold set by the Compensation Committee. For 2019 awards, the modifier was based on how our TSR compared to the SNL Index.

 

The following summarizes stock-based award activity in 2021 and 2020 (which includes awards granted in 2021, 2020, 2019, and any applicable prior years), respectively:

For the Year Ended December 31, 2021:

 

 

Vesting Based

on Service

 

 

Vesting Based on

Market/Performance

Conditions

 

 

 

Shares

 

 

Weighted-Average

Value at Award Date

 

 

Shares

 

 

Weighted-Average

Value at Award Date

 

Nonvested awards at beginning of the year

 

 

1,057,054

 

 

$

18.79

 

 

 

5,086,983

 

 

$

14.41

 

Awarded

 

 

651,113

 

 

$

20.83

 

 

 

1,957,802

 

 

$

17.94

 

Vested

 

 

(781,076

)

 

$

18.77

 

 

 

(1,551,482

)

 

$

13.73

 

Forfeited

 

 

(4,137

)

 

$

18.69

 

 

 

(15,767

)

 

$

16.72

 

Nonvested awards at end of year

 

 

922,954

 

 

$

20.26

 

 

 

5,477,536

 

 

$

15.86

 

For the Year Ended December 31, 2020:

 

 

Vesting Based

on Service

 

 

Vesting Based on

Market/Performance

Conditions

 

 

 

Shares

 

 

Weighted-Average

Value at Award Date

 

 

Shares

 

 

Weighted-Average

Value at Award Date

 

Nonvested awards at beginning of the year

 

 

1,122,440

 

 

$

17.11

 

 

 

5,481,155

 

 

$

11.66

 

Awarded

 

 

635,855

 

 

$

19.65

 

 

 

1,800,898

 

 

$

19.42

 

Vested

 

 

(699,215

)

 

$

16.80

 

 

 

(2,193,906

)

 

$

11.35

 

Forfeited

 

 

(2,026

)

 

$

18.40

 

 

 

(1,164

)

 

$

18.22

 

Nonvested awards at end of year

 

 

1,057,054

 

 

$

18.79

 

 

 

5,086,983

 

 

$

14.41

 

 

The value of stock-based awards is charged to compensation expense over the service periods. For the years ended December 31, 2021, 2020, and 2019, we recorded $52.1 million, $47.2 million, and $32.2 million, respectively, of non-cash compensation expense. The remaining unrecognized cost from stock-based awards at December 31, 2021, is $49.9 million, which will be recognized over a weighted-average period of 1.1 years. Stock-based awards that vested in 2021, 2020, and 2019, had a value of $49.9 million, $58.9 million, and $25.9 million, respectively.