On May 17, 2024, the stockholders of the Company approved our 2024 Equity Incentive Plan (the “2024 Plan”), which initially authorized an aggregate of 3,600,000 shares of our common stock for issuance. The 2024 Plan replaced our 2015 Equity Incentive Plan, as last amended on May 9, 2017 (the “Prior Plan”), and upon the effectiveness of the 2024 Plan no awards may be granted under the Prior Plan. Pursuant to the terms of the 2024 Plan, the shares of our common stock underlying any awards that are forfeited, cancelled, or are otherwise terminated (other than by exercise) under the 2024 Plan and Prior Plan are added back to the shares available for issuance under the 2024 Plan. As of December 31, 2024, 3,725,247 shares were available for issuance under the 2024 Plan. No shares of our common stock were authorized or available for issuance under the Prior Plan as of December 31, 2024.

The 2024 Plan is administered by the compensation committee of our board of directors (the “Compensation Committee”) and the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, dividend equivalent rights, and other equity-based awards is permitted. Shares tendered or held back for taxes will not be added back to the reserved pool under the 2024 Plan. Upon the exercise of a stock appreciation right that is settled in shares of common stock, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares we reacquire on the open market will not be added back to the reserved pool under the 2024 Plan. Stock options and stock appreciation rights will not be repriced in any manner, nor will any material amendments be made to the 2024 Plan without stockholder approval. The term of the 2024 Plan will expire on May 17, 2034.

On December 6, 2023, we entered into a Transition and Separation Agreement with William C. Trimble III (the “Separation Agreement”), pursuant to which Mr. Trimble retired from his positions as Chief Executive Officer and President of the Company and as a member of the Company’s board of directors effective December 31, 2023. Pursuant to the terms of the Separation Agreement, Mr. Trimble received a lump sum severance payment of $0.4 million and his annual cash bonus for 2023 of $1.3 million which was included in compensation expense for the year ended December 31, 2023. In addition, Mr. Trimble’s LTIP Units were treated as follows: (i) all of the LTIP Units subject to only time-based vesting conditions vested as of December 31, 2023; and (ii) all of the LTIP Units subject to both time- and performance-based vesting conditions will remain eligible to be earned and will continue to vest following December 31, 2023, with the number of LTIP Units earned under each award agreement to be calculated as of the end of the applicable performance period set forth in the corresponding award agreement in the same manner as if his retirement had not occurred. On December 6, 2023, we revalued Mr. Trimble’s unvested LTIP units and recognized the fair value of the modified award less compensation cost previously recognized over his remaining requisite service period. We recognized $0.4 million and less than $0.1 million in compensation expense related to the modification of Mr. Trimble’s service and operational LTIP Unit awards, respectively, for the year ended December 31, 2023. Additionally, we recaptured $0.8 million in compensation expense related to the modification of Mr. Trimble’s performance LTIP Unit awards for the year ended December 31, 2023.

We award restricted stock to certain members of management and non‑employee directors. Management awards generally vest over a range of one to four years. Non‑employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Restricted stock awards issued under the 2024 Plan and Prior Plan may not be sold or otherwise transferred until restrictions have lapsed, as established by the Compensation Committee.

We value our non-vested restricted share awards at the grant date fair value, which was the market price of our common stock as of the applicable grant date. We recognized $0.4 million, $0.6 million and $0.6 million in compensation expense, related to restricted common stock awards, for the years ended December 31, 2024, 2023 and 2022, respectively.

The fair value of restricted stock that vested was $0.4 million during 2024, $0.4 million during 2023, and $1.3 million during 2022, based on the market price at the vesting date. The balance of unamortized restricted stock expense as of December 31, 2024, was $0.6 million, which is expected to be recognized over a weighted‑average period of 1.3 years.

A summary of the status of our restricted shares as of December 31, 2024, 2023 and 2022 and changes during the years then ended are presented below:


	Restricted Shares			Restricted Shares Weighted average grant date fair value
Outstanding, December 31, 2021		86,006		$	19.16
Vested		(71,168	)		18.49
Granted (1)		29,078			18.81
Forfeited		(2,601	)		21.16
Outstanding, December 31, 2022		41,315		$	19.94
Vested		(30,987	)	$	19.43
Granted (1)		32,486			14.18
Forfeited		—			—
Outstanding, December 31, 2023		42,814		$	15.94
Vested		(31,702	)	$	15.52
Granted		68,604			11.95
Forfeited		(1,145	)		13.54
Outstanding, December 31, 2024		78,571		$	12.66

(1)

Reflects the number of restricted shares issued to the grantee as part of the Prior Plan.

We grant LTIP units to certain members of management and non‑employee directors. Management awards generally vest immediately or over a range of two to four years. Non‑employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Performance-based LTIP units are earned subject to us achieving certain thresholds, including absolute total shareholder returns, relative total shareholder returns, or operational hurdles through the performance period. Service-based LTIP units are earned over time, subject to continued employment and other terms of the awards.

The following is a summary of our granted LTIP unit awards:


Award Type	Grant Date	Performance Period End Date		Vest Date	Units Granted		Units Vested
Service	January 3, 2022		—	December 31, 2024		110,906	56,858 (1)
Operational Performance	January 3, 2022	December 31, 2024		(2)		80,160	(2)
TSR Performance	January 3, 2022	December 31, 2024		(3)		158,535	(3)
Service	May 11, 2022		—	May 2, 2023		11,238		11,238
2022 LTIP Grant						360,839

Service	January 3, 2023		—	December 31, 2025		219,859	(1)
Operational Performance	January 3, 2023	December 31, 2025		(4)		127,291	(4)
TSR Performance	January 3, 2023	December 31, 2025		(4)		148,633	(4)
Service	March 2, 2023		—	March 2, 2026		3,438		-
Service	May 9, 2023		—	May 9, 2024		16,244		16,244
2023 LTIP Grant						515,465

Service	January 2, 2024		—	December 31, 2026		201,150
Operational Performance	January 2, 2024	December 31, 2026		(4)		116,737	(4)
TSR Performance	January 2, 2024	December 31, 2026		(4)		77,256	(4)
TSR Performance	January 19, 2024	December 31, 2026		(4)		69,419	(4)
Service	June 14, 2024		—	(5)		13,601	(5)
2024 LTIP Grant						478,163

We value our LTIP unit awards that are subject to us achieving certain operational performance conditions at the grant date fair value, which is the market price of our common stock as of the applicable grant date. We value our service-based LTIP unit awards at the grant date fair value, which is the market price of our common stock as of the applicable grant date, discounted by the risk related to the timing of book-up events. For the LTIP unit awards granted that are subject to us achieving certain total shareholder return performance thresholds we used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be issued pursuant to the award.

The fair value of LTIP units that vested were $2.0 million during 2024, $6.9 million during 2023, and $5.5 million during 2022, based on the market price at the vesting date. We recognized $2.8 million, $5.2 million and $5.9 million in compensation expense related to LTIP unit awards, for the years ended December 31, 2024, 2023 and 2022, respectively. The balance of unamortized LTIP expense as of December 31, 2024 was $4.6 million, which is expected to be recognized over a weighted‑average period of 1.5 years. As of December 31, 2024, management considers it probable that the operational performance conditions on three of our four unvested grants will be achieved.

A summary of the status of our LTIP units as of December 31, 2024, 2023 and 2022 and changes during the years then ended are presented below:


	LTIP Units (1)			LTIP Units Weighted average grant date fair value
Outstanding, December 31, 2021		651,238		$	21.02
Vested		(115,412	)		18.66
Granted		360,839			17.48
Forfeited		—			—
Outstanding, December 31, 2022		896,665		$	19.90
Vested		(423,969	)	$	18.73
Granted (2)		857,228			10.54
Forfeited (2)		(427,115	)		16.23
Outstanding, December 31, 2023		902,809		$	13.30
Vested		(150,344	)	$	19.48
Granted		478,163			11.24
Forfeited		(283,513	)		13.48
Outstanding, December 31, 2024		947,115		$	11.22