Share-Based Compensation

9 Months Ended

Sep. 30, 2022

Note 9. Share-Based Compensation

The following tables set forth certain share-based compensation information for the three and nine months ended September 30, 2022 and 2021, respectively:


	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Expense relating to share/unit grants	$	785,000		$	629,000		$	1,662,000		$	2,650,000
Amounts capitalized		—			(46,000	)		(54,000	)		(141,000	)
Total charged to operations	$	785,000		$	583,000		$	1,608,000		$	2,509,000

				Weighted average
	Shares			grant date value
Unvested shares/units, December 31, 2021		492,000		$	23.47
Restricted share grants		7,000			26.31
Vested during period		(417,000	)		28.63
Forfeitures/cancellations/retirements		(82,000	)		28.29
Unvested shares/units, September 30, 2022		—

Then-President and CEO Employment Contract

On June 15, 2018, the Company’s then-President and CEO was granted a market performance-based equity award of 227,272 restricted stock units (“RSUs”) and 227,272 dividend equivalent rights (“DERs”) of the Company. Each RSU represents a contingent right to receive one share of common stock if certain market performance criteria are achieved. Each DER accrues and will be deemed to be reinvested into the Company’s common stock for which payment will only be made for the portion of the market performance-based equity award that are earned and vest. During the three years ending June 15, 2021 (the “Interim Performance Period”), a maximum of 113,636 shares were earned. Any portion of the market performance-based equity award that was not earned as of the end

of the Interim Performance Period will be carried forward for calculation for the five years ending June 15, 2023 (the “Full Performance Period”). The percentage of the market performance-based equity award to be earned will be determined based on the Company’s annual return on an investment in the Company’s common stock (“TSR”) over the Interim Performance Period and/or over the Full Performance Period as follows: if average annual TSR (1) is below 4%, the percentage of grant earned would be 0%, (2) equals 4%, the percentage of grant earned would be 33.3%, (3) equals 6.5%, the percentage of grant earned would be 66.7%, and (4) equals 10% or above, the percentage of grant earned would be 100%. Linear interpolation shall be applied to determine the percentage of the market performance-based equity award that is earned where the average annual TSR over the performance period falls between the percentages set forth above. Based on market performance for the Interim Performance Period, it was determined the Company’s then-President and CEO earned 113,636 shares. Accordingly, on July 20, 2021, the Company issued 113,636 common shares to the then-President and CEO and paid him $0.3 million for the related DERs.

On August 22, 2022, due to a change in control of the Company in connection with the Transactions, the RSUs fully vested. On August 26, 2022, the Company's then-President and CEO received an aggregate cash payment of $3.3 million, representing the aggregate per share merger consideration and per share special dividend amount attributable to the vested RSUs, along with $0.5 million for the related DERs.