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Common Stock Incentive Plan
9 Months Ended
Sep. 30, 2017
Common Stock Incentive Plan  
Common Stock Incentive Plan

19.     Common Stock Incentive Plan

 

In 2012, our Board of Directors adopted and stockholders approved the Realty Income Corporation 2012 Incentive Award Plan, or the 2012 Plan, to enable us to motivate, attract and retain the services of directors and employees considered essential to our long-term success. The 2012 Plan offers our directors and employees an opportunity to own our stock or rights that will reflect our growth, development and financial success. Under the terms of the 2012 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 3,985,734 shares. The 2012 Plan has a term of ten years from the date it was adopted by our Board of Directors.

 

The amount of share-based compensation costs recognized in general and administrative expense on our consolidated statements of income was $3.4 million during the third quarter of 2017, $2.7 million during the third quarter of 2016, $10.6 million during the first nine months of 2017 and $9.2 million during the first nine months of 2016.

 

A.   Restricted Stock

 

During the first nine months of 2017, we granted 119,564 shares of common stock to employees under the 2012 Plan. Of these shares, 72,626 vest over a four-year service period, and 46,938 shares vest over a five-year service period. Additionally, we granted 28,000 shares under the 2012 Plan to the independent members of our Board of Directors in May 2017 as their annual grant of shares, of which 20,000 shares vested immediately and 8,000 shares vest annually, in equal parts, over a three-year service period.

 

As of September 30, 2017, the remaining unamortized share-based compensation expense related to restricted stock totaled $20.2 million, which is being amortized on a straight-line basis over the service period of each applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and condition of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.

 

B.    Performance Shares and Restricted Stock Units

 

During the first nine months of 2017, we granted 111,637 performance shares, as well as dividend equivalent rights, to our executive officers. The performance shares are earned based on our TSR performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50% on the first and second January 1 after the end of the three year performance period, subject to continued service.

 

During the first nine months of 2017, we also granted 10,191 restricted stock units of which 6,161 vest over a four-year service period, and the remaining 4,030 vest over a five-year service period. These restricted stock units have the same economic rights as shares of restricted stock.

 

As of September 30, 2017, the remaining share-based compensation expense related to the performance shares and restricted stock units totaled $10.0 million.  The fair value of the performance share was estimated on the date of grant using a Monte Carlo Simulation model. The performance shares are being recognized on a tranche-by-tranche basis over the service period. The amount of share-based compensation for the restricted stock units is based on the fair value of our common stock at the grant date. The restricted stock units are being recognized on a straight-line basis over the service period.