Incentive Compensation	9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Incentive Compensation	17. Incentive Compensation Stock-Based Compensation Our Amended and Restated 2014 Equity Incentive Plan provides for grants of equity awards to our executive officers, non-employee directors and employees in order to attract and motivate talent for which we compete. In addition, equity awards are an effective management retention tool as they vest over multiple years based on continued employment. Equity awards are granted in the form of (i) restricted stock and (ii) long-term incentive plan (“LTIP”) units, which represent a class of partnership interests in our Operating Partnership and are typically comprised of Performance-Based LTIP units, Time-Based LTIP units, Performance-Based Appreciation Only LTIP (“AOLTIP”) units and Time-Based AOLTIP units. We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. We recognized stock-based compensation expense of $4,680,000 and $4,149,000 for the three months ended September 30, 2023 and 2022, respectively, and $14,011,000 and $14,853,000 for the nine months ended September 30, 2023 and 2022, respectively. 2023 Equity Grants 2023 Performance-Based Awards Program (“2023 Performance Program”) On January 25, 2023, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved the 2023 Performance Program, a multi-year Performance-Based long-term incentive compensation program. Under the 2023 Performance Program, participants may earn awards in the form of LTIP units based on our achievement of rigorous Net Operating Income (“NOI”) goals over a three-year performance measurement period beginning on January 1, 2023 and continuing through December 31, 2025. The amount of LTIP units otherwise earned based on the achievement of the NOI goals would then be increased or decreased based on our Total Shareholder Return (“TSR”) versus that of our New York City office REIT peers (comprised of Vornado Realty Trust, SL Green Realty Corp. and Empire State Realty Trust) but the modifier will not result in a total payout exceeding 100% of the units granted. Additionally, if our TSR is negative over the three-year performance measurement period, then the number of LTIP units that are earned under the 2023 Performance Program will be reduced by 30.0% of the number of such awards that otherwise would have been earned. Furthermore, awards earned under the 2023 Performance Program are subject to vesting based on continued employment with us through December 31, 2026, with 50.0% of each award vesting upon the conclusion of the performance measurement period, and the remaining 50.0% vesting on December 31, 2026. Our Named Executive Officers are required to hold earned awards for an additional year following vesting. Awards granted under the 2023 Performance Program had a fair value of $7,067,000 on the date of the grant, which is being amortized into expense over the four-year vesting period using a graded vesting attribution method. Time-Based Unit Awards Program (LTIP Units, AOLTIP Units and Restricted Stock) On January 25, 2023, we also granted an aggregate of 796,349 LTIP units, 2,054,270 AOLTIP units and 81,531 shares of Restricted Stock to our executive officers and employees that will vest over a period of three to four years. Awards granted under the Time-Based Unit Awards Program had an aggregate grant date fair value of $8,783,000, which is being amortized into expense on a straight-line basis over the vesting period. Incentive and Retention Plan Grants On September 8, 2023, the Compensation Committee approved the grant of equity awards to a broad group of employees, including our executive officers, to further incentivize and align our executive officers and employees with our stockholders and to support employee retention (the “Incentive and Retention Plan”). The awards granted under the Incentive and Retention Plan were comprised of 7,518,519 Performance-Based AOLTIP units and 4,112,044 Time-Based LTIP units, and are intended to be in lieu of our annual equity awards that would otherwise be granted in January 2024 and January 2025. The following are the details of the awards granted under the Incentive and Retention Plan. Performance-Based AOLTIP units The Performance-Based AOLTIP units will only be earned and eligible to be converted into common units if the highest consecutive 20-trading day average closing stock price of our common stock on the New York Stock Exchange during the 10-year term (“Applicable Price”) exceeds $5.12, which was the closing stock price of our common stock on the New York Stock Exchange on the date of grant by the following performance levels: • No Performance-Based AOLTIP units are earned if the Applicable Price is less than 25%, or $6.40; • 33% of the Performance-Based AOLTIP units are earned if the Applicable Price is greater than 25%, or $6.40; • 67% of the Performance-Based AOLTIP units are earned if the Applicable Price is greater than 50%, or $7.68; • 100% of the Performance-Based AOLTIP units are earned if the Applicable Price is greater than 75%, or $8.96; The Performance-Based AOLTIP units are subject to linear interpolation for performance between levels. In addition, the Performance-Based AOLTIP units are also subject to Time-Based vesting, with 20% of the earned units vesting on October 1, 2026 and the remaining 80% of the earned units vesting on October 1, 2027. Furthermore, our Named Executive Officers are required to hold the earned Performance-Based AOLTIP units for an additional year following vesting. Time-Based LTIP units The Time-Based LTIP units are subject to Service-Based vesting, with 50% of the units vesting on October 1, 2026 and the remaining 50% of the units vesting on October 1, 2027. Our Named Executive Officers are required to hold the Time-Based LTIP units for an additional year following vesting. Completion of the 2020 Performance-Based Awards Program (“2020 Performance Program”) The three-year performance measurement period with respect to our 2020 Performance Program ended on December 31, 2022. On January 25, 2023, the Compensation Committee determined that (i) our TSR ranked in the 75th percentile amongst the TSR of our New York City office REIT peers and (ii) our TSR ranked in the 37th percentile amongst the performance of the SNL U.S. Office REIT Index constituents, resulting in a payout of approximately 59.7% of the LTIP units granted. Additionally, in accordance with the 2020 Performance Program, the final payout was reduced by 30.0% since our TSR was negative over the three-year performance measurement period. Accordingly, only 443,713, or 41.5% of the LTIP units that were granted under the 2020 Performance Program, were earned.

Incentive Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

17.

Incentive Compensation

Stock-Based Compensation

Our Amended and Restated 2014 Equity Incentive Plan provides for grants of equity awards to our executive officers, non-employee directors and employees in order to attract and motivate talent for which we compete. In addition, equity awards are an effective management retention tool as they vest over multiple years based on continued employment. Equity awards are granted in the form of (i) restricted stock and (ii) long-term incentive plan (“LTIP”) units, which represent a class of partnership interests in our Operating Partnership and are typically comprised of Performance-Based LTIP units, Time-Based LTIP units, Performance-Based Appreciation Only LTIP (“AOLTIP”) units and Time-Based AOLTIP units. We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. We recognized stock-based compensation expense of $4,680,000 and $4,149,000 for the three months ended September 30, 2023 and 2022, respectively, and $14,011,000 and $14,853,000 for the nine months ended September 30, 2023 and 2022, respectively.

2023 Equity Grants

2023 Performance-Based Awards Program (“2023 Performance Program”)

On January 25, 2023, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved the 2023 Performance Program, a multi-year Performance-Based long-term incentive compensation program. Under the 2023 Performance Program, participants may earn awards in the form of LTIP units based on our achievement of rigorous Net Operating Income (“NOI”) goals over a three-year performance measurement period beginning on January 1, 2023 and continuing through December 31, 2025. The amount of LTIP units otherwise earned based on the achievement of the NOI goals would then be increased or decreased based on our Total Shareholder Return (“TSR”) versus that of our New York City office REIT peers (comprised of Vornado Realty Trust, SL Green Realty Corp. and Empire State Realty Trust) but the modifier will not result in a total payout exceeding 100% of the units granted. Additionally, if our TSR is negative over the three-year performance measurement period, then the number of LTIP units that are earned under the 2023 Performance Program will be reduced by 30.0% of the number of such awards that otherwise would have been earned. Furthermore, awards earned under the 2023 Performance Program are subject to vesting based on continued employment with us through December 31, 2026, with 50.0% of each award vesting upon the conclusion of the performance measurement period, and the remaining 50.0% vesting on December 31, 2026. Our Named Executive Officers are required to hold earned awards for an additional year following vesting. Awards granted under the 2023 Performance Program had a fair value of $7,067,000 on the date of the grant, which is being amortized into expense over the four-year vesting period using a graded vesting attribution method.

Time-Based Unit Awards Program (LTIP Units, AOLTIP Units and Restricted Stock)

On January 25, 2023, we also granted an aggregate of 796,349 LTIP units, 2,054,270 AOLTIP units and 81,531 shares of Restricted Stock to our executive officers and employees that will vest over a period of three to four years. Awards granted under the Time-Based Unit Awards Program had an aggregate grant date fair value of $8,783,000, which is being amortized into expense on a straight-line basis over the vesting period.

Incentive and Retention Plan Grants

On September 8, 2023, the Compensation Committee approved the grant of equity awards to a broad group of employees, including our executive officers, to further incentivize and align our executive officers and employees with our stockholders and to support employee retention (the “Incentive and Retention Plan”). The awards granted under the Incentive and Retention Plan were comprised of 7,518,519 Performance-Based AOLTIP units and 4,112,044 Time-Based LTIP units, and are intended to be in lieu of our annual equity awards that would otherwise be granted in January 2024 and January 2025. The following are the details of the awards granted under the Incentive and Retention Plan.

Performance-Based AOLTIP units

The Performance-Based AOLTIP units will only be earned and eligible to be converted into common units if the highest consecutive 20-trading day average closing stock price of our common stock on the New York Stock Exchange during the 10-year term (“Applicable Price”) exceeds $5.12, which was the closing stock price of our common stock on the New York Stock Exchange on the date of grant by the following performance levels:

•

No Performance-Based AOLTIP units are earned if the Applicable Price is less than 25%, or $6.40;

•

33% of the Performance-Based AOLTIP units are earned if the Applicable Price is greater than 25%, or $6.40;

•

67% of the Performance-Based AOLTIP units are earned if the Applicable Price is greater than 50%, or $7.68;

•

100% of the Performance-Based AOLTIP units are earned if the Applicable Price is greater than 75%, or $8.96;

The Performance-Based AOLTIP units are subject to linear interpolation for performance between levels. In addition, the Performance-Based AOLTIP units are also subject to Time-Based vesting, with 20% of the earned units vesting on October 1, 2026 and the remaining 80% of the earned units vesting on October 1, 2027. Furthermore, our Named Executive Officers are required to hold the earned Performance-Based AOLTIP units for an additional year following vesting.

Time-Based LTIP units

The Time-Based LTIP units are subject to Service-Based vesting, with 50% of the units vesting on October 1, 2026 and the remaining 50% of the units vesting on October 1, 2027. Our Named Executive Officers are required to hold the Time-Based LTIP units for an additional year following vesting.

Completion of the 2020 Performance-Based Awards Program (“2020 Performance Program”)

The three-year performance measurement period with respect to our 2020 Performance Program ended on December 31, 2022. On January 25, 2023, the Compensation Committee determined that (i) our TSR ranked in the 75th percentile amongst the TSR of our New York City office REIT peers and (ii) our TSR ranked in the 37th percentile amongst the performance of the SNL U.S. Office REIT Index constituents, resulting in a payout of approximately 59.7% of the LTIP units granted. Additionally, in accordance with the 2020 Performance Program, the final payout was reduced by 30.0% since our TSR was negative over the three-year performance measurement period. Accordingly, only 443,713, or 41.5% of the LTIP units that were granted under the 2020 Performance Program, were earned.