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Common Stock Incentive Plan
6 Months Ended
Jun. 30, 2022
Common Stock Incentive Plan  
Common Stock Incentive Plan

10. Common Stock Incentive Plan

Our board of directors adopted our 2016 Omnibus Incentive Plan (the “2016 Plan”) to enable us to motivate, attract and retain the services of directors, employees and consultants considered essential to our long-term success. The 2016 Plan offers our directors, employees and consultants an opportunity to own our stock or rights that will reflect our growth, development and financial success. Under the terms of the 2016 Plan, the aggregate number of shares of our common stock subject to options, restricted stock, stock appreciation rights, restricted stock units and other awards, will be no more than 1,000,000 shares. Any equity awards that lapse, expire, terminate, are canceled or are forfeited (including forfeitures in connection with satisfaction of tax withholdings obligations of the recipient) are re-credited to the 2016 Plan’s reserve for future issuance. The 2016 Plan automatically terminates on the date which is ten years following the effective date of the 2016 Plan.

A summary of the restricted stock activity under the 2016 Plan and related information for the six months ended June 30, 2022 is included in the table below:

    

    

Weighted-

Unvested

Average

Restricted

Grant Date Fair

Stock

Value

Balance at December 31, 2021

 

37,767

$

92.49

Granted

 

21,645

$

215.69

Vested

 

(16,064)

$

80.47

Forfeited(1)

 

(9,282)

$

56.94

Balance at March 31, 2022

 

34,066

$

186.12

Granted

2,811

$

128.11

Vested

(1,987)

$

181.27

Balance at June 30, 2022

34,890

$

181.72

(1)Shares that were forfeited to cover the employees’ tax withholding obligation upon vesting.

The remaining unrecognized compensation cost of approximately $5.1 million for restricted stock awards is expected to be recognized over a weighted-average amortization period of approximately 2.2 years as of June 30, 2022. The fair value of restricted stock that vested during the six months ended June 30, 2022 was approximately $6.9 million.

The following table summarizes our RSU activity for the six months ended June 30, 2022. RSUs are issued as part of the Innovative Industrial Properties, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which allows a select group of management and our non-employee directors to defer receiving certain of their cash and equity-based compensation. RSUs are subject to vesting conditions of the Deferred Compensation Plan and have the same economic rights as shares of restricted stock under the 2016 Plan:

    

    

Weighted-Average

Restricted

Grant Date Fair

Stock Units

Value

Balance at December 31, 2021

60,326

$

120.24

Granted

20,853

$

215.84

Balance at March 31, 2022

81,179

$

144.79

Granted

2,498

$

128.11

Balance at June 30, 2022

83,677

$

144.30

The remaining unrecognized compensation cost of approximately $6.5 million for RSU awards is expected to be recognized over an amortization period of approximately 2.1 years as of June 30, 2022.

In January 2021, we issued 70,795 “target” PSUs to a select group of officers, which vest and are settled in shares of common stock (“2021 PSU Award Shares”) based on the Company’s total stockholder return over a period commencing on January 11, 2021 and ending on December 31, 2023 (the “2021 PSU Performance Period”) relative to two different comparator groups of companies. In January 2022, we issued 102,641 “target” PSUs to a select group of officers, which vest and are settled in shares of common stock (referred to herein together with the 2021 PSU Award Shares as the “Award Shares”) based on the Company’s total stockholder return over a period commencing on January 11, 2022 and ending on December 31, 2024 (referred to herein together with the 2021 PSU Performance Period as the “Performance Periods”) relative to two different comparator groups of companies.

At the end of the applicable Performance Periods, a recipient of PSUs may receive as few as zero Award Shares or as many as 150% of the number of target PSUs in Award Shares, plus deemed dividends. PSUs will also be reduced as necessary so the total value at the vesting date does not exceed 800% of the grant date PSU price, and if the Company’s absolute total stockholder return during the applicable Performance Periods is negative, the payout of Award Shares is capped at the target number of PSUs, notwithstanding the Company’s outperformance of comparator groups. No dividends are paid to the recipient during the applicable Performance Periods. At the end of the applicable Performance Periods, if the Company’s total stockholder return is such that the recipient earns Award Shares, the recipient will receive additional shares of common stock relating to dividends deemed to have been paid and reinvested on the Award Shares. The recipient of the Award Shares may not sell, transfer or otherwise dispose of the Award Shares for a one-year period following the vesting date of the Award Shares.

The grant date fair values of the PSUs granted in January 2021 and January 2022 were $12.0 million and $20.0 million, respectively. The fair values were calculated using a Monte Carlo simulation pricing model based on the following assumptions:

    

2021 PSU Award

    

    

2022 PSU Award

    

Fair Value Assumptions

Fair Value Assumptions

Valuation date

 

January 6, 2021

 

January 7, 2022

Fair value per share on valuation date

$169.51

$194.86

Expected term

3 years

3 years

Expected price volatility

 

57.64%

 

55.99%

Risk-free interest rate

0.20%

1.17%

Discount for post vesting restriction

 

12.44%

 

12.22%

The expected share price volatility was based on the historical volatility of our shares of common stock over a period of approximately the applicable Performance Periods. The risk-free interest rate was based on the zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the applicable valuation date. The discount for the post vesting restriction was estimated using the Finnerty model.

Stock-based compensation for market-based PSU awards is based on the grant date fair value of the equity awards and is recognized over the applicable Performance Period. For the three and six months ended June 30, 2022, we recognized stock-based compensation expense of approximately $2.7 million and $5.3 million, respectively, relating to PSU awards. For the three and six months ended June 30, 2021, we recognized stock-based compensation expense of approximately $1.0 million and $2.0 million, respectively, relating to PSU awards. As of June 30, 2022, the remaining unrecognized compensation cost of approximately $22.7 million relating to PSU awards is expected to be recognized over the remaining Performance Period of approximately 2.3 years.