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Share-Based Compensation
9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 10: Share-Based Compensation

We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan (“2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (as amended and restated from time to time, the “2017 Director Plan”). The 2017 Employee Plan provides that a maximum of 8,000,000 shares of our common stock may be issued, and as of September 30, 2021, 2,915,404 shares of common stock remain available for future issuance. As amended and approved by our stockholders in April 2021, the 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of September 30, 2021, 498,153 shares of common stock remain available for future issuance. For the three months ended September 30, 2021 and 2020, we recognized $5 million and $4 million of share-based compensation expense, respectively, and $15 million and $10 million, respectively, for the nine months ended September 30, 2021 and 2020. As of September 30, 2021, unrecognized compensation expense was $22 million, which is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) during the nine months ended September 30, 2021 and 2020 was $18 million and $17 million, respectively.

 

Restricted Stock Awards

Restricted Stock Awards (“RSAs”) generally vest in annual installments between one and three years from each grant date. The following table provides a summary of RSAs for the nine months ended September 30, 2021:

 

 

 

Number of Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at January 1, 2021

 

 

834,258

 

 

$

21.68

 

Granted

 

 

426,629

 

 

 

20.54

 

Vested

 

 

(449,406

)

 

 

19.07

 

Forfeited

 

 

(19,565

)

 

 

22.50

 

Unvested at September 30, 2021

 

 

791,916

 

 

$

22.53

 

 

 

 

 

 

 

 

Performance Stock Units

Performance Stock Units (“PSUs”) generally vest at the end of a three-year performance period and are subject to the achievement of a market condition based on a measure of our total shareholder return relative to the total shareholder return of the companies that comprise the FTSE Nareit Lodging Resorts Index (that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period). The number of PSUs that may become vested ranges from zero to 200% of the number of PSUs granted to an employee, based on the level of achievement of the foregoing performance measure.

Additionally, in November 2020, we granted special awards with vesting of these awards subject to the achievement of eight increasing levels of our average closing sales price per share, from $11.00 to $25.00, over a consecutive 20 trading day period (“Share Price Target”). One-eighth of PSUs will vest at each date a Share Price Target is achieved and any PSUs remaining after a four-year performance period will be forfeited. As of September 30, 2021, six of the eight Share Price Targets were achieved and thus 75% of the awards granted were vested.

The following table provides a summary of PSUs for the nine months ended September 30, 2021:

 

 

Number of Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at January 1, 2021

 

 

1,078,555

 

 

$

18.70

 

Granted

 

 

327,110

 

 

 

27.17

 

Vested

 

 

(428,255

)

 

 

16.33

 

Forfeited

 

 

(5,642

)

 

 

20.29

 

Unvested at September 30, 2021

 

 

971,768

 

 

$

22.59

 

 

 

 

The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions:

 

Expected volatility(1)

 

 

60.0

%

Dividend yield(2)

 

 

 

Risk-free rate

 

 

0.2

%

Expected term

 

3 years

 

 

(1) The weighted average expected volatility was 60.0%.

(2) Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest.