Our Amended and Restated 2014 Equity Incentive Plan (the “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 Time-Based LTIP (“T-LTIP”) units, Performance-Based LTIP (“P-LTIP”) units, Time-Based Appreciation Only LTIP (“T-AOLTIP”) units and Performance-Based Appreciation Only LTIP (“P-AOLTIP”) units. Under the Plan, awards may be granted up to a maximum of 20,892,857 shares, if all awards granted are “full value awards,” as defined, and up to 41,785,714 shares, if all of the awards granted are “not full value awards,” as defined. “Full value awards” are awards that do not require the payment of an exercise price such as restricted stock, T-LTIP units and P-LTIP units. “Not full value awards” are awards that require the payment of an exercise price such as T-AOLTIP units and P-AOLTIP units.

During the years ended December 31, 2023, 2022 and 2021, we recognized $20,321,000, $19,003,000 and $18,612,000, respectively, of expense in connection with stock-based compensation awards.

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 program, participants may earn awards in the form of P-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 P-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 P-LTIP units that are earned under the program will be reduced by 30.0% of the number of such awards that otherwise would have been earned. Furthermore, awards earned under the 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. The 2023 P-LTIP unit awards 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.

On January 25, 2023, we also granted an aggregate of 796,349 T-LTIP units, 2,054,270 T-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 and 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.

In addition to the 2023 Annual Equity Grants that were made on January 25, 2023, the Compensation Committee granted on September 8, 2023, equity awards (“Incentive and Retention Equity Grants”) to a broad group of employees, including our executive officers. The purpose of the Incentive and Retention Grants is to further incentivize and align our executive officers and employees with our stockholders and to support employee retention. The Incentive and Retention Equity Grants were granted in the form of T-LTIP units and P-AOLTIP units, and are intended to be in lieu of the 2024 and 2025 Annual Equity Grants. A total of 4,112,044 T-LTIP units and 7,518,519 P-AOLTIP units were granted pursuant to the Incentive and Retention Equity Grants. These units had an aggregate grant date fair value of $28,863,000, that is being amortized into expense over the four-year vesting period. Below are the details of the awards granted.

The T-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 T-LTIP units for an additional year following vesting.

The P-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:

The P-AOLTIP units are subject to linear interpolation for performance between levels. In addition, the P-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 P-AOLTIP units for an additional year following vesting.

The three-year performance measurement period with respect to our 2020 P-LTIP units 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 2020 P-LTIP units granted. Additionally, in accordance with the 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 2020 P-LTIP units that were granted under the program, were earned.

The following are additional details related to equity awards outstanding as of December 31, 2023.

We grant our executive officers, non-employee directors and employees T-LTIP units which vest over a period of three to five years and are subject to a taxable book-up event, as defined. T-LTIP units are similar to common units of our Operating Partnership in that they are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The T-LTIP units granted in the year ended December 31, 2023 had a grant date fair value of $22,962,000, which is being amortized into expense on a straight-line basis over the vesting period. As of December 31, 2023, there was $23,352,000 of total unrecognized compensation cost related to unvested T-LTIP units, which is expected to be recognized over a weighted-average period of 2.9 years. The following table summarizes our T-LTIP unit activity for the year ended December 31, 2023.


	Units			Weighted-Average Grant-Date Fair Value (per unit)
Unvested as of December 31, 2022		1,998,245		$	9.56
Granted		5,153,019			4.46
Vested		(676,793	)		9.48
Cancelled or expired		-			-
Unvested as of December 31, 2023		6,474,471		$	5.51

We grant our executive officers T-AOLTIP units which vest over a period of three to four years. T-AOLTIP units are similar to stock options in that it permits the holder to realize the benefit of any increase in the per share value of our common stock above the value at the time the T-AOLTIP units were granted and can be converted into a number of common units of our Operating Partnership that have an aggregate value equal to such increase. The common units issued upon the conversion of T-AOLTIP units are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The T-AOLTIP units granted in the year ended December 31, 2023 had a grant date fair value of $3,752,000, which is being amortized into expense on a straight-line basis over the vesting period. The fair value of the T-AOLTIP unit is estimated using an option-pricing model with weighted average expected volatility of 40.0%, expected life of 4.8 years, risk free interest rate of 3.6% and expected dividend yield of 3.7%.

As of December 31, 2023, there was $4,287,000 of total unrecognized compensation cost related to unvested T-AOLTIP units, which is expected to be recognized over a weighted-average period of 2.4 years. The following table summarizes our T-AOLTIP unit activity for the year ended December 31, 2023.


	Shares		Weighted-Average Exercise Price (per unit)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2022		4,587,874	$	8.80
Granted		2,054,270		6.17
Exercised		-		-
Cancelled or expired		-		-
Outstanding as of December 31, 2023		6,642,144	$	7.99		5.1	$	-
T-AOLTIP units vested and expected to vest as of December 31, 2023		6,408,998	$	8.00		5.1	$	-
T-AOLTIP units exercisable as of December 31, 2023		3,311,485	$	8.32		4.8	$	-

We grant our executive officers and employees P-LTIP units under multi-year performance-based long-term equity compensation programs. The purpose of these performance programs is to further align the interests of our stockholders with that of management by encouraging our senior officers to create stockholder value in a “pay for performance” structure. Under the performance programs, participants may earn P-LTIP units based on our performance over a three-year performance measurement period. If the designated performance objectives are achieved, awards earned under the program are subject to vesting over a period of four years and are also subject to a taxable book-up event, as defined.

The P-LTIP units granted in the year ended December 31, 2023 had a grant date fair value of $7,067,000, which is being amortized into expense over the four-year vesting period using a graded vesting attribution method. As of December 31, 2023, there was $8,320,000 of total unrecognized compensation cost related to unvested P-LTIP units granted, which is expected to be recognized over a weighted average period of 2.1 years. The following table summarizes our P-LTIP unit activity for the year ended December 31, 2023.


	Units			Weighted-Average Grant-Date Fair Value (per unit)
Unvested as of December 31, 2022		4,307,802		$	6.49
Granted		2,618,748			5.40
Earned and Vested		(443,713	)		6.99
Cancelled or expired		(549,140	)		6.99
Unvested as of December 31, 2023		5,933,697		$	5.92

We grant our executive officers P-AOLTIP units which vest over a period of three to four years. P-AOLTIP units are similar to stock options in that it permits the holder to realize the benefit of any increase in the per share value of our common stock above the value at the time the P-AOLTIP units were granted, however the P-AOLTIP units will only be earned and eligible to be converted into common units if the requisite performance objectives are achieved. P-AOLTIP units earned can be converted into a number of common units of our Operating Partnership that have an aggregate value equal to such increase. The common units issued upon the conversion of P-AOLTIP units are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The P-AOLTIP units granted in the year ended December 31, 2023 had a grant date fair value of $11,428,000, and is being amortized into expense over the vesting period. The fair value of the P-AOLTIP units granted is estimated using an option-pricing model with weighted average expected volatility of 34.0%, expected life of 10.0 years, risk free interest rate of 4.5% and expected dividend yield of 4.5%.

As of December 31, 2023, there was $9,500,000 of total unrecognized compensation cost related to unvested P-AOLTIP units granted, which is expected to be recognized over a weighted average period of 3.6 years. The following table summarizes our P-AOLTIP unit activity granted for the year ended December 31, 2023.


	Shares		Weighted-Average Exercise Price (per unit)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2022		-	$	-
Granted		7,518,519		5.12
Exercised		-		-
Cancelled or expired		-		-
Outstanding as of December 31, 2023		7,518,519	$	5.12		9.7	$	376,000
P-AOLTIP units vested and expected to vest as of December 31, 2023		6,992,223	$	5.12		9.7	$	350,000
P-AOLTIP units exercisable as of December 31, 2023		-	$	-		-	$	-

We grant shares of restricted stock to certain non-employee directors and our employees which vest over one to four years. The shares of restricted stock granted in the year ended December 31, 2023 had a grant date fair value of $743,000, which is being amortized into expense on a straight-line basis over the vesting period. As of December 31, 2023, there was $1,421,000 of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted-average period of 2.0 years. The table below summarizes our restricted stock activity for the year ended December 31, 2023.


	Shares			Weighted-Average Grant-Date Fair Value (per share)
Unvested as of December 31, 2022		269,108		$	9.59
Granted		136,831			5.43
Vested		(109,151	)		9.87
Cancelled or expired		(11,137	)		9.76
Unvested as of December 31, 2023		285,651		$	7.49

We did not grant any stock options in the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, we had 1,988,993 stock options outstanding that had a weighted average exercise price of $17.05 per share and a remaining life of 1.7 years.