XML 58 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]
PEO
Average Summary Compensation Table Total for Non-PEO NEOs(2) ($)
Average Compensation Actually Paid to Non-PEO NEOs(3) ($)
Value of Initial Fixed $100 Investment Based onCompany Selected Performance Measure
YearSummary Compensation Table Total ($)
Compensation Actually Paid(1) ($)
Total Shareholder Return(4)(5) ($)
Peer Group Total Shareholder Return(4)(6) ($)
Net Income ($) (MM)
Normalized FFO(7) ($) (MM)
20232,541,650 2,584,855 942,377 944,055 84 1147.7110.5
20222,679,430 2,396,589 893,722 797,423 73 100100.0107.2
20212,102,957 2,306,297 794,553 859,230 91 13225.587.6
2020(8)
1,991,076 1,588,654 759,558 639,489 64 9237.086.2
      
Company Selected Measure Name Normalized FFO      
Peer Group Issuers, Footnote [Text Block] Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the MSCI US REIT Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K.      
PEO Total Compensation Amount $ 2,541,650 $ 2,679,430 $ 2,102,957 $ 1,991,076
PEO Actually Paid Compensation Amount $ 2,584,855 2,396,589 2,306,297 1,588,654
Adjustment To PEO Compensation, Footnote [Text Block]
Reconciliation of Summary Compensation Total vs Compensation Actually Paid (PEO) ($)
YearTotal Compensation as reported in the Summary Compensation Table (SCT)
Minus: SCT Equity
Awards
Add: Fair value at end of fiscal year of equity compensation granted within applicable year(9)
Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during applicable fiscal year
Add: Change in fair value from end of prior fiscal year to the end of the applicable fiscal year for awards made in any prior fiscal year that were unvested at the end of applicable fiscal year
Minus: Fair value of forfeitures during the fiscal year as of the forfeiture date(9)

Equals: Compensation Actually Paid to PEO
20232,541,650 (966,750)1,859,471 28,727 — (878,243)2,584,855 
20222,679,430 (981,770)759,782 (7,575)(53,278)— 2,396,589 
20212,102,957 (452,588)544,967 50,493 60,468 — 2,306,297 
20201,991,076 (784,572)508,838 (29,920)(96,768)— 1,588,654 
(2) The dollar amounts under “Average Summary Compensation Table Total for Non-PEO NEOs” represent the average of the amounts reported for the NEOs as a group (excluding Mr. Louis S. Haddad, who has served as our Chief Executive Officer since our initial public offering) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Haddad) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Shawn J. Tibbetts, Matthew T. Barnes-Smith, Eric E. Apperson, and Shelly Hampton; (ii) for 2022, Shawn J. Tibbetts, Matthew T. Barnes-Smith, Michael P. O’Hara (our former Chief Financial Officer), Eric E. Apperson, and Shelly Hampton; (iii) for 2021, Shawn J. Tibbetts, Michael P. O’Hara, Eric E. Apperson, and Shelly Hampton; and (iv) for 2020, Michael P. O’Hara, Shawn J. Tibbetts, Eric E. Apperson, and Shelly Hampton.
      
Non-PEO NEO Average Total Compensation Amount $ 942,377 893,722 794,553 759,558
Non-PEO NEO Average Compensation Actually Paid Amount $ 944,055 797,423 859,230 639,489
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Reconciliation of Average Summary Compensation Table Total vs Average Compensation Actually Paid (other NEOs) ($)
YearAverage Compensation as reported in the Summary Compensation Table (SCT)
Minus: SCT Equity
Awards
Add: Fair value at end of fiscal year of equity compensation granted within applicable year(9)
Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during applicable fiscal year
Add: Change in fair value from end of prior fiscal year to the end of the applicable fiscal year for awards made in any prior fiscal year that were unvested at the end of applicable fiscal year
Minus: Fair value of forfeitures during the fiscal year as of the forfeiture date(9)
Equals: Average Compensation Actually Paid to Non-PEO NEOs
2023942,377 (321,132)335,932 6,784 6,256 (26,162)944,055 
2022893,722 (298,502)231,489 (1,950)(27,336)— 797,423 
2021794,553 (151,557)182,492 15,119 18,623 — 859,230 
2020759,558 (241,647)156,721 (7,092)(28,051)— 639,489 
      
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
6368
      
Compensation Actually Paid vs. Net Income [Text Block]
6370
      
Compensation Actually Paid vs. Company Selected Measure [Text Block]
6372
Refer to Appendix A for the reconciliation of Normalized FFO to Net Income.
      
Total Shareholder Return Vs Peer Group [Text Block]
6368
      
Tabular List [Table Text Block]
•Normalized FFO;
•Normalized FFO/Share;
•Net Operating Income
      
Total Shareholder Return Amount $ 84 73 91 64
Peer Group Total Shareholder Return Amount 114 100 132 92
Net Income (Loss) $ 7,700,000 $ 100,000,000.0 $ 25,500,000 $ 37,000,000.0
Company Selected Measure Amount 110,500,000 107,200,000 87,600,000 86,200,000
Additional 402(v) Disclosure [Text Block]
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined in Item 402(v) of Regulation S-K) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” on page 36 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts earned or realized by NEOs, including with respect to RSUs. See the “2023 Option Exercises and Stock Vested” table on page 49.
Pursuant to SEC rules, the total shareholder return ("TSR") figures assume an initial investment of $100 on December 31, 2019. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
FINANCIAL PERFORMANCE MEASURES
As described in greater detail in the Compensation Discussion and Analysis on page 36, our approach to executive compensation is designed to align and motivate NEOs to continue their focus on shareholder performance and the successful execution of key strategic priorities. The most important financial measures used by the Company to link compensation actually paid to the NEOs for the most recently completed fiscal year, to the Company's performance are as follows (unranked):
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
The following graphs illustrate the relationship during 2021-2023 of the Compensation Actually Paid to our CEO and the Average Compensation Actually Paid to our other NEOs (each as set forth in the table above), to (i) our cumulative TSR and the cumulative TSR of the constituent companies in the MSCI US REIT Index, (ii) our GAAP net income, and (iii) our Normalized FFO (in each case as set forth in the table above):
      
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name •Normalized FFO;      
Non-GAAP Measure Description [Text Block] Normalized FFO is defined as FFO calculated in accordance with the standards establish by the National Association of Real Estate Investment Trusts (“Nareit”), adjusted for certain items, including but not limited to, acquisition, development, and other pursuit costs, debt extinguishment losses, prepayment penalties, impairment of intangible assets and liabilities, mark-to-market adjustments on interest rate derivatives not designated as cash flow hedges, amortization of payments made to purchase interest rate caps and swaps designated as cash flow hedges, provision for unrealized non-cash credit losses, amortization of right-of-use assets attributable to finance leases, severance related costs, and other non-comparable items. Nareit defines FFO as net income (loss) calculated in accordance with GAAP, excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
(8)    In an effort to strengthen our financial flexibility and efficiently manage through the uncertainty caused by the COVID-19 pandemic, Mr. Haddad voluntarily elected to reduce his base salary by 25% effective as of May 1, 2020. On February 18, 2021, as a result of improvement in general economic conditions and our operating performance, the Company's Board of Directors reinstated Mr. Haddad's base salary to pre-COVID-19 compensation levels, effective January 1, 2021.
(9) As a result of inadvertently issuing more shares of common stock than were available for issuance under the Equity Plan, on May 9, 2023, Messrs. Haddad and Barnes-Smith forfeited 75,321 and 8,975 restricted shares of common stock, respectively. Following approval by the board of directors and stockholders of an amendment to the Equity Plan to increase the number of shares available for issuance thereunder, on June 20, 2023, 75,321 restricted shares of common stock at a grant date fair value of $915,903 and 8,975 restricted shares of common stock at grant date fair value of $109,136 were granted to Messrs. Haddad and Barnes-Smith, respectively, one-third of which vested on March 3, 2024, one-third of which will vest on March 3, 2025, and one-third of which will vest on March 3, 2026, subject to the their continued employment on such dates.
      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name •Normalized FFO/Share;      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name •Net Operating Income      
PEO [Member] | Equity Awards Reported Value [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (966,750) $ (981,770) $ (452,588) $ (784,572)
PEO [Member] | Equity Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 1,859,471 759,782 544,967 508,838
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 28,727 (7,575) 50,493 (29,920)
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0 (53,278) 60,468 (96,768)
PEO [Member] | Equity Awards Granted in Prior Years, Forfeited [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (878,243) 0 0 0
Non-PEO NEO [Member] | Equity Awards Reported Value [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (321,132) (298,502) (151,557) (241,647)
Non-PEO NEO [Member] | Equity Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 335,932 231,489 182,492 156,721
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 6,784 (1,950) 15,119 (7,092)
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 6,256 (27,336) 18,623 (28,051)
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Forfeited [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (26,162) $ 0 $ 0 $ 0