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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2021
Stock-Based Compensation [Abstract]  
STOCK-BASED COMPENSATION

NOTE 19 – STOCK-BASED COMPENSATION

At December 31, 2021, we maintained several stock-based compensation plans as described below. For the years ended December 31, 2021, 2020 and 2019, we recognized stock-based compensation of $21.4 million, $18.8 million and $14.9 million, respectively, related to these plans.

Time-Based Restricted Equity Awards

Restricted stock, restricted stock units (“RSUs”) and profits interest units (“PIUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of service or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. The restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. PIUs accrue distributions, which are equivalent to dividend equivalents, but have no voting rights. Once vested, each RSU is settled by the issuance of one share of Omega common stock and each PIU is settled by the issuance of one Omega OP Unit, subject to certain conditions. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. The PIUs are valued using a Monte Carlo model to estimate fair value. We expense the cost of these awards ratably over their vesting period.

Performance-Based Restricted Equity Awards

Performance-based restricted equity awards include performance restricted stock units (“PRSUs”) and PIUs.  PRSUs and PIUs are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. PRSUs and PIUs have varying degrees of performance requirements to achieve vesting, and each PRSU and PIU award represents the right to a variable number of shares of common stock or partnership units. Each PIU once earned is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The vesting requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other REITs in the FTSE NAREIT Equity Health Care Index (“Relative TSR”). We expense the cost of these awards ratably over their service period.

Prior to vesting and the distribution of shares or Omega OP Units, ownership of the PRSUs or PIUs cannot be transferred. Dividend equivalents on the PRSUs are accrued and paid to the extent the applicable performance requirements are met. While each PIU is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. Partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock), less the 10% already paid, on the PIUs accumulate, and if the PIUs are earned, the accumulated distributions are paid. We used a Monte Carlo model to estimate the fair value for the PRSUs and PIUs granted to the employees. The following are the significant assumptions used in estimating the value of the awards for grants made on the following dates:

January 1,

January 1,

January 1,

 

    

2021

    

2020

2019

 

Closing price on date of grant

$

36.32

$

42.35

$

35.15

Dividend yield

 

7.38

%  

6.33

%  

7.51

%  

Risk free interest rate at time of grant

 

0.04

%   

to

0.18

%

1.63

%   

to

1.68

%

2.45

%   

to

2.57

%

Expected volatility

 

42.55

%   

to

57.79

%

21.26

%   

to

21.97

%

21.78

%   

to

22.76

%

The following table summarizes the activity in restricted stock, RSUs, PRSUs, and PIUs for the years ended December 31, 2019, 2020 and 2021:

Time-Based

Performance-Based

    

    

    

Weighted - 

    

    

Weighted - 

    

Total

 Number of 

Average Grant-

 Number of 

Average Grant-

Compensation 

Shares/Omega 

Date Fair Value 

Shares/Omega 

Date Fair Value 

Cost (1)

    

OP Units

    

per Share

OP Units

    

per Share

    

(in millions) 

Non-vested at December 31, 2018

 

358,873

29.44

2,169,432

13.04

 

Granted during 2019

 

160,158

 

35.20

822,584

 

14.80

$

17.82

Cancelled during 2019

 

(32,376)

 

30.38

(125,885)

 

14.57

 

  

Vested during 2019

 

(188,063)

 

31.01

(465,044)

 

15.89

 

  

Non-vested at December 31, 2019

 

298,592

31.44

2,401,087

13.01

 

  

Granted during 2020

 

158,572

 

39.88

1,208,537

 

17.11

$

27.00

Cancelled during 2020

 

(2,006)

 

42.05

(54,076)

 

16.52

 

  

Vested during 2020

 

(184,480)

 

29.28

(658,052)

 

14.85

 

  

Non-vested at December 31, 2020

 

270,678

37.78

2,897,496

14.24

 

  

Granted during 2021

 

210,429

 

36.52

1,232,178

 

18.76

$

30.80

Cancelled during 2021

 

(14,157)

 

36.58

(188,128)

 

18.01

 

  

Forfeited during 2021

 

 

(746,357)

 

14.83

 

  

Vested during 2021 (2)

 

(148,538)

 

34.30

(973,142)

 

10.33

 

  

Non-vested at December 31, 2021

 

318,412

$

38.62

2,222,047

$

17.94

 

  

(1)

Total compensation cost to be recognized on the awards based on grant date fair value.

(2)

PRSUs are shown as vesting in the year that the Compensation Committee determines the level of achievement of the applicable performance measures.

As of December 31, 2021, unrecognized compensation costs related to unvested awards to employees is as follows:

$5.3 million on RSUs and PIUs expected to be recognized over a weighted average period of approximately 36 months.
$0.7 million on RSUs and PIUs expected to be recognized over a weighted average period of approximately 12 months.
$12.4 million on TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 47 months.
$14.8 million on Relative TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 46 months.

In addition, we have a deferred stock compensation plan that allows employees and directors the ability to defer the receipt of stock awards (units). The deferred stock awards (units) participate in future dividend equivalents as well as the change in the value of the Company’s common stock. As of December 31, 2021 and 2020, the Company had 630,623 and 537,236 deferred stock units outstanding.

Tax Withholding for Stock Compensation Plans

Stock withheld to pay tax withholdings for equity instruments granted under stock-based payment arrangements for the years ended December 31, 2021, 2020 and 2019, was $4.6 million, $4.7 million and $4.8 million, respectively.

Shares Available for Issuance for Compensation Purposes

On June 8, 2018, at the Annual Meeting of Stockholders, our stockholders approved the 2018 Stock Incentive Plan (the “2018 Plan”), which amended and restated the Company’s 2013 Stock Incentive Plan (the “2013 Plan”).  The 2018 Plan is a comprehensive incentive compensation plan that allows for various types of equity-based compensation, including RSUs (including PRSUs), stock awards (including restricted stock), deferred RSUs, incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, performance unit awards, certain cash-based awards (including performance-based cash awards), PIUs and other stock-based awards.  The 2018 Plan increased the number of shares of common stock available for issuance under the 2013 Plan by 4.5 million.

As of December 31, 2021, approximately 2.8 million shares of common stock were reserved for issuance to our employees, directors and consultants under our stock incentive plans.