Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Note 11: 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 December 31, 2022, 2,312,448 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 December 31, 2022, 395,081 shares of common stock remain available for future issuance. For the years ended December 31, 2022, 2021 and 2020, we recognized $17 million, $19 million and $20 million of share-based compensation expense, respectively. As of December 31, 2022, unrecognized compensation expense was $17 million, which is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) during the years ended December 31, 2022, 2021 and 2020 was $7 million, $18 million and $27 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 years ended December 31, 2022, 2021 and 2020:


	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested at January 1, 2020		557,245		$	29.10
Granted		672,689			18.18
Vested		(333,685	)		25.67
Forfeited		(61,991	)		28.97
Unvested at December 31, 2020		834,258			21.68
Granted		434,486			20.52
Vested		(456,357	)		19.08
Forfeited		(23,065	)		22.45
Unvested at December 31, 2021		789,322			22.52
Granted		471,614			18.16
Vested		(378,605	)		22.51
Forfeited		(38,485	)		20.28
Unvested at December 31, 2022		843,846		$	20.19

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 December 31, 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 years ended December 31, 2022, 2021 and 2020:


	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested at January 1, 2020		574,797		$	32.82
Granted		1,641,117			14.39
Vested		(973,891	)		20.00
Forfeited		(163,468	)		17.34
Unvested at December 31, 2020		1,078,555			18.70
Granted		327,416			27.16
Vested		(428,255	)		16.33
Forfeited		(5,642	)		20.29
Unvested at December 31, 2021		972,074			22.59
Granted		393,225			21.93
Forfeited		(166,974	)		34.47
Unvested at December 31, 2022		1,198,325		$	20.71

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:


	Year Ended December 31,
	2022			2021			2020
Expected volatility(1)		57.5	%		60.0	%	22.0% - 65.0%
Dividend yield(2)		—			—			—
Risk-free rate		1.7	%	0.2% - 0.3%			0.3% - 1.5%
Expected term	3 years			3 years			1 - 4 years

(1) The weighted average expected volatility for the years ended December 31, 2022, 2021 and 2020 was 57.5%, 60.0% and 46.2%, respectively.

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