In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan (the “2010 Plan” and together with the 2020 Plan, the “Plan”) that expired in March 2020. The 2020 Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, LTIP Units, stock payments and deferred stock awards. At December 31, 2024, the Company had 2.9 million shares of common stock available for issuance under the 2020 Plan.

The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share-based payments to employees, including grants of employee stock options, restricted stock, performance shares and LTIP Units, be recognized in the Consolidated Statements of Income over the service period based on their fair values. Fair value of performance awards is determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is based on the price on the date of grant.

The Company recognized expense associated with its equity awards of $34.9 million, $33.1 million and $26.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, the Company had $46.0 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.7 years.

During 2024, 2023 and 2022, the Company did not grant any stock options. Information with respect to stock options outstanding under the 2010 Plan for the years ended December 31, 2023 and 2022 are as follows:


	Shares			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions)
Options outstanding, January 1, 2022		488,755		$	21.48	$	1.5
Exercised		(205,871	)	$	20.56	$	0.8
Forfeited		(750	)	$	19.70
Options outstanding, December 31, 2022		282,134		$	22.13	$	-
Exercised		(173,038	)	$	21.54	$	0.1
Forfeited		(109,096	)	$	21.61
Options outstanding, December 31, 2023		-		$	-	$	-
Options exercisable (fully vested)
December 31, 2022		282,134		$	22.13	$	-
December 31, 2023		-		$	-	$	-

Cash received from options exercised under the 2010 Plan was $3.7 million and $4.2 million for the years ended December 31, 2023 and 2022, respectively.

Information with respect to restricted stock under the Plan for the years ended December 31, 2024, 2023 and 2022 is as follows:


	2024			2023			2022
Restricted stock outstanding as of January 1,		2,746,116			2,605,970			2,347,608
Granted (1)		872,150			893,880			819,090
Vested		(848,930	)		(740,866	)		(511,772	)
Forfeited		(23,452	)		(12,868	)		(48,956	)
Restricted stock outstanding as of December 31,		2,745,884			2,746,116			2,605,970

(1)

The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2024, 2023 and 2022 were $19.47, $21.30 and $24.27, respectively.

Restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31, 2024, 2023 and 2022, the dividends paid on unvested restricted shares were $3.0 million, $3.1 million and $2.5 million, respectively.

Information with respect to performance share awards under the Plan for the years ended December 31, 2024, 2023 and 2022 is as follows:


	2024			2023			2022
Performance share awards outstanding as of January 1,		989,860			1,004,040			1,052,100
Granted (1)		377,690			531,200			458,660
Vested (2)		(458,660	)		(545,380	)		(506,720	)
Performance share awards outstanding as of December 31,		908,890			989,860			1,004,040

(1)

The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2024, 2023 and 2022 were $18.14, $42.61 and $31.19, respectively.

(2)

For the years ended December 31, 2024, 2023 and 2022, the corresponding common stock equivalent of these vested awards were 465,540, 970,231 and 998,238 shares, respectively.

The more significant assumptions underlying the determination of fair values for these performance awards granted during 2024, 2023 and 2022 were as follows:


	2024			2023			2022
Stock price	$	19.53		$	21.30		$	24.27
Dividend yield (1)		-			-			-
Risk-free rate		4.39	%		4.38	%		1.72	%
Volatility (2)		28.85	%		44.89	%		49.07	%
Term of the award (years)		2.87			2.87			2.87

(1)

Total Shareholder Return, as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized.

(2)

Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award.

The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2024. The Company’s contributions to the plan were $3.4 million, $2.7 million and $2.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. In addition during 2023, the Company provided a discretionary match in the amount of $3.9 million to all participants in the 401(k)-retirement plan.

The Company recognized severance costs associated with employee retirements and terminations during the years ended December 31, 2024, 2023 and 2022, of $9.8 million (including $6.6 million of severance costs included in Merger charges on the Company's Consolidated Statements of Income), $0.4 million and $1.5 million, respectively.

During 2024, the Company granted to certain employees and directors 120,700 Time-Based LTIP Units with time-based vesting requirements and a weighted average grant-date fair value of $19.47 per unit that vest ratably over five years subject to continued employment. Compensation expense for these units is being recognized over a five-year period.

The aggregate grant-date fair value of the Time-Based LTIP Units for 2024 was $2.4 million. Granted Time-Based LTIP Units do not have direct redemption rights into shares of Company common stock, but any OP Units into which LTIP Units may be converted are entitled to redemption rights. The Time-Based LTIPs were valued based on the Company’s common stock closing share price on the date of grant.

During 2024, the Company granted to certain employees 474,611 Performance-Based LTIP Units, assuming the maximum target performance, with performance-based vesting requirements and a weighted average grant-date fair value of $9.07 per unit.

Performance-Based LTIP Units are performance-based equity compensation pursuant to which participants have the opportunity to earn LTIP Units based on the total shareholder return of the Company’s common shares relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors, over the defined performance period. Any Performance-Based LTIP Units that are earned vest at the end of the three-year performance period. Compensation expense for these units is recognized over the performance period.

The aggregate grant-date fair value of the Performance-Based LTIP Units for 2024 was $3.7 million, valued using Monte Carlo simulations based on the following significant assumptions:


	2024
Stock price		19.53
Dividend yield (1)		-
Risk-free interest rate		4.39	%
Volatility (2)		28.85	%
Term of the award (years)		2.87

(1)

Total Shareholder Return, as used in the Performance-Based LTIP Unit computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized.

(2)

Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award.