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Share-Based Compensation
9 Months Ended
Sep. 30, 2020
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 (“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, 2020, 4,512,900 shares of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 450,000 shares of our common stock may be issued, and as of September 30, 2020, 80,530 shares of common stock remain available for future issuance. For both the three months ended September 30, 2020 and 2019, we recognized $4 million of share-based compensation expense, and $10 million and $12 million, respectively, for the nine months ended September 30, 2020 and 2019. As of September 30, 2020, unrecognized compensation expense was $22 million, which is expected to be recognized over a weighted-average period of 1.6 years. The total fair values of shares vested (calculated as the number of shares multiplied by the vesting date share price) during the nine months ended September 30, 2020 and 2019 were $17 million and $21 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, 2020:

 

 

 

Number of Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Unvested at January 1, 2020

 

 

557,245

 

 

$

29.10

 

Granted

 

 

665,141

 

 

 

18.19

 

Vested

 

 

(325,885

)

 

 

25.87

 

Forfeited

 

 

(60,286

)

 

 

29.05

 

Unvested at September 30, 2020

 

 

836,215

 

 

$

21.69

 

 

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 measure.

Additionally, in February 2020, we granted special awards with a one-year performance period that are subject to the achievement of a total shareholder return similar to the three-year awards, and, in addition, are subject to the achievement of a performance condition for certain cost synergies associated with the Merger. The number of PSUs that may become vested are zero if neither goal is achieved, 100% if one performance goal is achieved and 200% if both goals are achieved.

The following table provides a summary of PSUs for the nine months ended September 30, 2020:

 

 

 

Number of Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Unvested at January 1, 2020

 

 

574,797

 

 

$

32.82

 

Granted

 

 

605,535

 

 

 

24.93

 

Vested

 

 

(456,121

)

 

 

32.39

 

Forfeited

 

 

(52,114

)

 

 

33.14

 

Unvested at September 30, 2020

 

 

672,097

 

 

$

25.98

 

 

 

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)

 

22.0% - 23.0%

 

Dividend yield(2)

 

 

 

Risk-free rate

 

1.2% - 1.5%

 

Expected term

 

1 - 3 years

 

 

(1)

The weighted average expected volatility was 22.5%.

(2)

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

 

As of September 30, 2020, the achievement of the performance condition associated with the Merger cost synergies element of the special one-year awards was not probable and thus no compensation expense was recognized for the Merger cost synergies element for the three and nine months ended September 30, 2020.