Stock-based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

On May 16, 2019, our shareholders approved the 2019 Omnibus Share Plan (the “Plan"), which replaces the 2010 Omnibus Share Plan. Under the Plan, the Compensation Committee of Vornado's Board of Trustees (the "Committee") may grant incentive and non-qualified Vornado stock options, restricted stock, restricted Operating Partnership units ("OP units"), out-performance plan awards ("OPPs"), appreciation-only long-term incentive plan units (“AO LTIP Units”) and Performance Conditioned AO LTIP Units to certain of our employees and officers. Awards may be granted up to a maximum 5,500,000 shares, if all awards granted are Full Value awards, as defined in the Plan, and up to 11,000,000 shares, if all of the awards granted are Not Full Value Awards, as defined in the Plan. Full Value Awards are awards of securities, such as restricted shares, that, if all vesting requirements are met, do not require the payment of an exercise price or strike price to acquire the securities. Not Full Value Awards are awards of securities, such as options, that do require the payment of an exercise price or strike price. As of December 31, 2019, Vornado has approximately 5,207,000 shares available for future grants under the Plan, if all awards granted are Full Value Awards, as defined.

We account for all equity-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. Below is a summary of our stock-based compensation expense, a component of "general and administrative" expense on our consolidated statements of income.



(Amounts in thousands)	For the Year Ended December 31,
	2019		2018		2017
OP Units	$	39,969	$	17,763	$	20,630
Performance Conditioned AO LTIP Units	8,263		—		—
AO LTIP Units	2,636		2,113		—
OPPs	1,944		10,689		10,723
Vornado restricted stock	549		570		729
Vornado stock options	547		587		747
	$	53,908	$	31,722	$	32,829

Stock-based compensation expense in the first quarter of 2019 included $16,211,000 from the accelerated vesting of previously issued OP units and Vornado restricted stock due to the removal of the time-based vesting requirement for participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 was partially offset by lower stock-based compensation expense of $2,578,000 in each of the second, third and fourth quarter of 2019 and will be completely offset by lower stock-based compensation expense of $8,477,000 thereafter.

Stock-based compensation expense for the year ended December 31, 2019 also includes $8,143,000 for OP units granted outside of the Plan to an executive officer in connection with his employment in reliance on the employment inducement exception to shareholder approval provided under the New York Stock Exchange Listing Rule 303A.08; and $2,304,000 for the year ended December 31, 2019 for OP units granted under the Plan to certain executive officers as a result of promotions. The award granted outside of the Plan has a grant date fair value of $25,500,000 and vests 20% on the grant date, 40% on the three-year anniversary of the date of grant, and 40% on the four-year anniversary of the date of grant. The awards granted under the Plan have an aggregate grant date fair value of $15,000,000 and cliff vest after four years. Compensation expense related to OP unit grants are recognized ratably over the vesting period. Additional non-cash expense associated with these awards will be $9,603,000 in each of 2020 and 2021, $7,718,000 in 2022 and $2,655,000 in 2023.

Below is a summary of unrecognized compensation expense for the year ended December 31, 2019.



(Amounts in thousands)	As of December 31, 2019		Weighted-Average Remaining Contractual Term
OP Units	$	36,390	2.0
AO LTIP Units	2,029		1.5
OPPs	1,783		1.6
Vornado restricted stock	833		1.7
Vornado stock options	832		1.7
Performance Conditioned AO LTIP Units	720		1.6
	$	42,587	1.9


15.	Stock-based Compensation - continued

OPPs

OPPs are multi-year, performance-based equity compensation plans under which participants have the opportunity to earn a class of units (“OPP units”) of the Operating Partnership if, and only if, Vornado outperforms a predetermined total shareholder return (“TSR”) and/or outperform the market with respect to a relative TSR during the three-year performance period (the “Performance Period”) as described below. OPP units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado common shares) following vesting.

Awards under the 2018 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “Absolute Component”) and/or (ii) achieves a TSR above a benchmark weighted index comprised of 70% of the SNL US Office REIT Index and 30% of the SNL US Retail Index over the Performance Period (the “Relative Component”).

The value of awards under the Relative Component and Absolute Component will be calculated separately and will each be subject to an aggregate $35,000,000 maximum award cap for all participants. The two components will be added together to determine the aggregate award size, which shall also be subject to the aggregate $35,000,000 maximum award cap for all participants. In the event awards are earned under the Absolute Component, but Vornado underperforms the index by more than 200 basis points per annum over the Performance Period (600 basis points over the three years), the amount earned under the Absolute Component will be reduced (and potentially fully negated) based on the degree by which the index exceeds Vornado’s TSR. In the event these awards are earned under the Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, awards earned under the Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with awards earned under the Relative Component being reduced by a maximum of 50% in the event Vornado’s TSR during the applicable measurement period is 0% or negative.

If the designated performance objectives are achieved, awards under the 2018 OPP will vest ratably in each of years three, four and five. In addition, all of Vornado’s Named Executive Officers (as defined in Vornado’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 5, 2019) are required to hold any earned and vested awards for one year following each such vesting date. Dividends on awards granted under the 2018 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.

Below is the summary of the OPP units granted during the years December 31, 2018, 2017 and 2016.



Plan Year	Total Plan Notional Amount		Percentage of Notional Amount Granted		Grant Date Fair Value⁽¹⁾		OPP Units Earned
2018	$	35,000,000	78.2	%	$	10,300,000	To be determined in 2021
2017	35,000,000		86.6	%	10,800,000		Not earned
2016	40,000,000		86.7	%	11,800,000		Not earned

________________________________________


(1)	During the years ended December 31, 2018 and 2017, $8,040,000, and $7,558,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service).


15.	Stock-based Compensation - continued

Vornado Stock Options

Vornado stock options are granted at an exercise price equal to the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest over 4 years and expire 10 years from the date of grant. Compensation expense related to Vornado stock option awards is recognized on a straight-line basis over the vesting period.

Below is a summary of Vornado’s stock option activity for the year ended December 31, 2019.



	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding as of December 31, 2018	2,280,126		$	50.81
Granted	35,106		62.68
Exercised	(534,972	)	29.25
Cancelled or expired	(11,383	)	78.07
Outstanding as of December 31, 2019	1,768,877		$	57.39	1.1	$	16,247,000
Options vested and expected to vest as of December 31, 2019	1,767,546		$	57.37	1.1	$	16,246,000
Options exercisable as of December 31, 2019	1,693,192		$	56.87	0.8	$	16,133,000

The fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the years ended December 31, 2019, 2018 and 2017.



	As of December 31,
	2019	2018	2017
Expected volatility	35%	35%	35%
Expected life	5.0 years	5.0 years	5.0 years
Risk free interest rate	2.50%	2.25%	1.95%
Expected dividend yield	2.9%	2.9%	3.0%

The weighted average grant date fair value of options granted during the years ended December 31, 2019, 2018 and 2017 was $16.64, $18.42 and $25.84, respectively. Cash received from option exercises for the years ended December 31, 2019, 2018 and 2017 was $5,495,000, $5,927,000 and $28,253,000, respectively. The total intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 was $18,954,000, $25,820,000 and $9,178,000, respectively.


15.	Stock-based Compensation - continued

Performance Conditioned AOLTIP Units

On January 14, 2019, the Committee approved the issuance of performance conditioned appreciation-only long-term incentive plan units ("Performance Conditioned AO LTIP Units") pursuant to the 2010 Omnibus Share Plan to our named executive officers ("NEOs") in our 2019 proxy statement. Performance Conditioned AO LTIP Units are AO LTIP Units that require the achievement of certain performance conditions by a specified date or they are forfeited. The performance-based condition is met if Vornado common shares trade at or above 110% of the $64.48 grant price per share for any 20 consecutive days on or before the fourth anniversary following the date of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A Operating Partnership units in the same manner as AO LTIP Units until ten years from the date of grant.

The fair value of the Performance Conditioned AO LTIP Units on the date of grant was $8,983,000, of which $7,481,000 was immediately expensed due to the acceleration of vesting for employees who are retirement eligible. The remaining $1,502,000 is being amortized into expense over a four-year period from the date of grant using a graded vesting attribution model.



	As of December 31, 2019
Expected volatility	35%
Expected life	8.0 years
Risk free interest rate	2.76%
Expected dividend yield	3.1%

AO LTIP Units

AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a Vornado common share exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level is intended to be equal to 100% of the then fair market value of a Vornado common share on the date of grant. The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into Class A Operating Partnership units. The number of Class A Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the conversion value on the conversion date over the threshold value designated at the time the AO LTIP Unit was granted, divided by (ii) the conversion value on the conversion date. The “conversion value” is the value of a Vornado common share on the conversion date multiplied by the Conversion Factor as defined in the Partnership Agreement, which is currently one. AO LTIP Units have a term of 10 years from the grant date. Each holder will generally receive special income allocations in respect of an AO LTIP Unit equal to 10% (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Class A Unit. Upon conversion of AO LTIP Units to Class A Units, holders will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Class A Units during the period from the grant date of the AO LTIP Units through the date of conversion.

Below is a summary of AO LTIP Units activity for the year ended December 31, 2019.



	Units		Weighted-Average Grant-Date Fair Value
Outstanding as of December 31, 2018	183,233		$	70.34
Granted	207,808		62.66
Vested	(46,285	)	70.31
Cancelled or expired	(7,058	)	67.59
Outstanding as of December 31, 2019	337,698		65.67


15.	Stock-based Compensation - continued

AO LTIP Units - continued

AO LTIP Units granted during the years ended December 31, 2019 and 2018 had a fair value of $3,429,000 and $3,484,000, respectively. The fair value of each AO LTIP Units granted is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the year ended December 31, 2019.



	As of December 31,
	2019	2018
Expected volatility	35%	35%
Expected life	5.0 years	5.0 years
Risk free interest rate	2.50%	2.25%
Expected dividend yield	2.9%	2.9%

OP Units

OP Units are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, vest ratably over four years and are subject to a taxable book-up event, as defined. Compensation expense related to OP Units is recognized ratably over the vesting period using a graded vesting attribution model. Distributions paid on unvested OP Units are charged to “net income attributable to noncontrolling interests in the Operating Partnership” on Vornado’s consolidated statements of income and to “preferred unit distributions” on the Operating Partnership’s consolidated statements of income and amounted to $4,070,000, $2,559,000 and $2,310,000 in the years ended December 31, 2019, 2018 and 2017, respectively.

Below is a summary of restricted OP unit activity for the year ended December 31, 2019.



Unvested Units	Units		Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2018	641,844		$	72.79
Granted	927,812		63.30
Vested	(418,692	)	66.45
Cancelled or expired	(2,651	)	68.34
Unvested as of December 31, 2019	1,148,313		67.45

OP Units granted in 2019, 2018 and 2017 had a fair value of $58,732,000, $17,463,000 and $24,927,000, respectively. The fair value of OP Units that vested during the years ended December 31, 2019, 2018 and 2017 was $27,821,000, $18,037,000 and $20,903,000, respectively.

Vornado Restricted Stock

Vornado restricted stock awards are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant and generally vest over four years. Compensation expense related to Vornado’s restricted stock awards is recognized on a straight-line basis over the vesting period. Dividends paid on unvested Vornado restricted stock are charged directly to retained earnings and amounted to $51,000, $44,000 and $46,000 for the years ended December 31, 2019, 2018 and 2017, respectively.

Below is a summary of Vornado’s restricted stock activity for the year ended December 31, 2019.



Unvested Shares	Shares		Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2018	16,686		$	77.54
Granted	8,805		64.48
Vested	(5,996	)	79.47
Cancelled or expired	(568	)	73.98
Unvested as of December 31, 2019	18,927		70.96

Vornado restricted stock awards granted in 2019, 2018 and 2017 had a fair value of $568,000, $623,000 and $601,000, respectively. The fair value of restricted stock that vested during the years ended December 31, 2019, 2018 and 2017 was $477,000, $492,000 and $645,000, respectively.

Weighted-Average
Grant-Date
Fair Value

Outstanding as of December 31, 2019