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Share-Based Compensation
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

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 (“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, 2020, 3,588,672 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 December 31, 2020, 72,982 shares of common stock remain available for future issuance. For the year ended December 31, 2020, we recognized $20 million of share-based compensation expense and for the years ended December 31, 2019 and 2018, we recognized $16 million of share-based compensation expense, respectively. As of December 31, 2020, unrecognized compensation expense was $21 million, which is expected to be recognized over a weighted-average period of 2.2 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, 2020, 2019 and 2018 was $27 million, $21 million and $9 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, 2020, 2019 and 2018:

 

 

 

Number of Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Unvested at January 1, 2018

 

 

461,639

 

 

 

26.47

 

Granted

 

 

367,463

 

 

 

27.34

 

Vested

 

 

(214,208

)

 

 

26.67

 

Forfeited

 

 

(29,788

)

 

 

27.48

 

Unvested at December 31, 2018

 

 

585,106

 

 

 

26.89

 

Granted

 

 

302,506

 

 

 

31.24

 

Vested

 

 

(312,462

)

 

 

26.99

 

Forfeited

 

 

(17,905

)

 

 

29.58

 

Unvested at December 31, 2019

 

 

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

 

 

 

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 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. Neither metric was met and thus no compensation expense was recognized for the Merger cost synergies element for the year ended December 31, 2020.

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, 2020, four of the eight Share Price Targets were achieved and thus 50% of the awards granted were vested.

The following table provides a summary of PSUs for the years ended December 31, 2020, 2019 and 2018:

 

 

 

Number of Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Unvested at January 1, 2018

 

 

371,557

 

 

 

31.96

 

Granted

 

 

179,774

 

 

 

29.47

 

Forfeited

 

 

(13,395

)

 

 

30.48

 

Unvested at December 31, 2018

 

 

537,936

 

 

 

31.16

 

Granted

 

 

314,858

 

 

 

34.28

 

Vested

 

 

(277,325

)

 

 

31.25

 

Forfeited

 

 

(672

)

 

 

42.05

 

Unvested at December 31, 2019

 

 

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

 

 

 

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

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Expected volatility(1)

 

22.0% - 65.0%

 

 

19.5% - 21.5%

 

 

20.0% - 24.0%

 

Dividend yield(2)

 

 

 

 

 

 

 

 

 

Risk-free rate

 

0.3% - 1.5%

 

 

1.8% - 2.4%

 

 

2.4% - 2.7%

 

Expected term

 

1 - 4 years

 

 

3 years

 

 

3 years

 

 

(1)

For the years ended December 31, 2020, 2019 and 2018, the weighted average expected volatility was 46.2%, 20.5% and 24.0%, respectively.

(2)

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