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Share-Based Compensation
3 Months Ended
Mar. 31, 2023
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 (the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (the “2017 Director Plan”), both of which are amended and restated from time to time. An amendment and restatement of the 2017 Employee Plan was approved by our Board of Directors in February 2023 and approved by our stockholders in April 2023 to, among other changes, increase the number of shares available to be issued by 6,070,000, from 8,000,000 to 14,070,000 shares. As of March 31, 2023, 1,429,141 shares of common stock remain available for future issuance, which excludes the 6,070,000 additional shares that were approved in April 2023. The 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of March 31, 2023, 383,258 shares of common stock remain available for future issuance. For both the three months ended March 31, 2023 and 2022, we recognized $4 million of share-based compensation expense. As of March 31, 2023, unrecognized compensation expense was $32 million, which is expected to be recognized over a weighted-average period of 2.1 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for both the three months ended March 31, 2023 and 2022 was $6 million.

 

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 three months ended March 31, 2023:

 

 

 

Number of Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at January 1, 2023

 

 

843,846

 

 

$

20.19

 

Granted

 

 

566,259

 

 

 

13.79

 

Vested

 

 

(447,467

)

 

 

20.97

 

Forfeited

 

 

(6,961

)

 

 

15.99

 

Unvested at March 31, 2023

 

 

955,677

 

 

$

16.07

 

 

 

 

 

 

 

 

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 March 31, 2023, 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 three months ended March 31, 2023:

 

 

Number of Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at January 1, 2023

 

 

1,198,325

 

 

$

20.71

 

Granted

 

 

590,425

 

 

 

19.96

 

Forfeited

 

 

(261,554

)

 

 

24.80

 

Unvested at March 31, 2023

 

 

1,527,196

 

 

$

19.72

 

 

 

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

 

 

48.0

%

 

Dividend yield(1)

 

 

 

 

Risk-free rate

 

 

4.3

%

 

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.