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Share-Based Compensation
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 8: 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 June 30, 2022, 2,313,502 shares of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of June 30, 2022, 418,645 shares of common stock remain available for future issuance. For the three months ended June 30, 2022 and 2021, we recognized $5 million and $4 million of share-based compensation expense, respectively, and $9 million and $10 million, respectively, for the six months ended June 30, 2022 and 2021. As of June 30, 2022, unrecognized compensation expense was $25 million, which is expected to be recognized over a weighted-average period of 1.7 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) during the six months ended June 30, 2022 and 2021 was $7 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 six months ended June 30, 2022:

 

 

 

Number of Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at January 1, 2022

 

 

789,322

 

 

$

22.52

 

Granted

 

 

439,946

 

 

 

18.60

 

Vested

 

 

(353,975

)

 

 

23.24

 

Forfeited

 

 

(23,519

)

 

 

20.86

 

Unvested at June 30, 2022

 

 

851,774

 

 

$

20.24

 

 

 

 

 

 

 

 

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 June 30, 2022, 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 six months ended June 30, 2022:

 

 

Number of Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at January 1, 2022

 

 

972,074

 

 

$

22.59

 

Granted

 

 

392,843

 

 

 

21.93

 

Forfeited

 

 

(159,542

)

 

 

35.18

 

Unvested at June 30, 2022

 

 

1,205,375

 

 

$

20.70

 

 

 

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

 

 

57.5

%

Dividend yield(1)

 

 

 

Risk-free rate

 

 

1.7

%

Expected term

 

3 years

 

 

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