Share-Based and Other Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-Based and Other Compensation

Share-Based and Other Compensation

Stockholder Approved Share-Based Incentive Compensation Plan

As of December 31, 2020, we maintained one share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Company has a currently effective registration statement registering 10.7 million shares of our common stock for possible issuance under our 2006 Incentive Award Plan. As of December 31, 2020, approximately 1.5 million shares were available for grant under the 2006 Plan. The calculation of shares available for grant is presented after taking into account a reserve for a sufficient number of shares to cover the vesting and payment of 2006 Plan awards that were outstanding on that date, including performance-based vesting awards at (i) levels actually achieved for the performance conditions (as defined below) for which the performance period has been completed and (ii) at maximum levels for the other performance and market conditions (as defined below) for awards still in a performance period.

The Executive Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors may grant the following share-based awards to eligible individuals, as provided under the 2006 Plan: incentive stock options, nonqualified stock options, restricted stock (nonvested shares), stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units (“RSUs”), profit interest units, performance bonus awards, performance-based awards and other incentive awards. For each award granted under our share-based incentive compensation programs, the Operating Partnership simultaneously issues to the Company a number of common units equal to the number of shares of common stock ultimately paid by the Company in respect of such awards.

2020, 2019 and 2018 Share-Based Compensation Grants

In January 2020, the Executive Compensation Committee of the Company’s Board of Directors awarded 263,626 restricted stock units (“RSUs”) to certain officers of the Company under the 2006 Plan, which included 154,267 RSUs (at the target level of performance) that are subject to market and/or performance-based vesting requirements (the “2020 Performance-Based RSUs”) and 109,359 RSUs that are subject to time-based vesting requirements (the “2020 Time-Based RSUs”). During the year ended December 31, 2020, 5,148 2020 Time-Based RSUs, 12,263 2020 Performance-Based RSUs and 6,441 time-based and performance-based RSUs that were granted in prior years were forfeited.

In February 2019, the Executive Compensation Committee of the Company’s Board of Directors awarded 288,378 RSUs to certain officers of the Company under the 2006 Plan, which included 143,396 RSUs (at the target level of performance) that are subject to market and/or performance-based vesting requirements (the “2019 Performance-Based RSUs”) and 144,982 RSUs that are subject to time-based vesting requirements (the “2019 Time-Based RSUs”). During the year ended December 31, 2019, 10,733 2019 Time-Based RSUs, 24,353 2019 Performance-Based RSUs and 98,844 time vest and performance RSUs that were granted in prior years were forfeited.

In connection with entering into an amended employment agreement (the “Amended Employment Agreement”), on December 27, 2018, the Compensation Committee of the Company’s Board of Directors awarded John Kilroy, the Chairman of the Board of Directors and Chief Executive Officer of the Company and the Operating Partnership, 483,871 RSUs, providing an additional retention incentive during the term of the agreement and enticing Mr. Kilroy to delay his retirement. Of these RSUs awarded, 266,130 RSUs (at the target level of performance) are subject to market-based vesting requirements and 217,741 RSUs are subject to time-based vesting requirements. In addition to Mr. Kilroy’s award, the Compensation Committee of the Company’s Board of Directors awarded 161,290 RSUs to certain members of management. Of these RSUs awarded, 80,647 RSUs (at the target level of performance) are subject to market-based vesting requirements (together totaling 346,777 target RSUs with Mr. Kilroy’s award, the “December 2018 Market-Based RSUs”) and 80,643 RSUs are subject to time-based vesting requirements (together totaling 298,384 RSUs with Mr. Kilroy’s award, the “December 2018 Time-Based RSUs”).

In January and February 2018, the Executive Compensation Committee of the Company’s Board of Directors awarded 282,038 RSUs to certain officers of the Company under the 2006 Plan, which included 158,205 RSUs (at the target level of performance) that are subject to market and/or performance-based vesting requirements (the “2018 Performance-Based RSUs”) and 123,833 RSUs that are subject to time-based vesting requirements (the “2018 Time-Based RSUs”). Additionally, during 2018, 14,999 RSUs were granted to the board of directors and certain members of management subject to time vesting requirements.

    December 2018 Market-Based RSU Grant

Between 0% and 200% of the total 346,777 target number of December 2018 Market-Based RSUs will be eligible to vest based on the Company’s relative total shareholder return (“TSR”) versus a comparative group of companies that consist of companies in the SNL US REIT Office Index over the performance period. An initial number of RSUs (the “Initial Number of RSUs”) will be determined at the end of 2021 based on a three year performance period (consisting of calendar years 2019 through 2021). Once the Initial Number of RSUs is determined, 75% of the Initial Number of RSUs will be scheduled to vest on January 5, 2022. The remaining 25% of the Initial Number of RSUs will be scheduled to vest on January 5, 2023, subject to adjustment based on the Company’s relative TSR for the entire four-year performance period (2019 through 2022). The December 2018 Market-Based RSUs are also subject to service vesting requirements through the scheduled vest dates.

Each December 2018 Market-Based RSU represents the right to receive one share of our common stock in the future, subject to, and as modified by, the Company’s level of achievement of the applicable market conditions. The December 27, 2018 grant date fair value of the December 2018 Market-Based RSUs was $23.8 million. The fair value was calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. For the years ended December 31, 2020, 2019 and 2018, we recorded compensation expense based upon the $68.66 grant date fair value per share. Compensation expense for the December 2018 Market-Based RSUs is recognized using a graded vesting approach, where 75% of the fair value will be recognized on a straight-line basis over the three-year initial performance period through the end of 2021, and the remaining 25% of the fair value will be recognized on a straight-line basis over the four-year final performance period through the end of 2022. The following table summarizes the assumptions utilized in the Monte Carlo simulation pricing models:

	December 2018 Market-Based RSU Award Fair Value Assumptions
Valuation date	December 27, 2018
Fair value per share on valuation date	$68.66
Expected share price volatility	23.0%
Risk-free interest rate	2.4%

The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the performance period and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at December 27, 2018.

    2020, 2019 and 2018 Annual Performance-Based RSU Grants

The 2020 Performance-Based RSUs are scheduled to vest at the end of a three year period (consisting of calendar years 2020-2022). A target number of 2020 Performance-Based RSUs were awarded, and the final number of 2020 Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (1) the achievement of pre-set FFO per share goals for the year ending December 31, 2020 that applies to 100% of the Performance-Based RSUs awarded (the “2020 FFO Performance Condition”) and (2) a performance measure that applies to 50% of the award based upon a measure of the Company’s average debt to EBITDA ratio for the three year performance period (the “2020 Debt to EBITDA Ratio Performance Condition”) and a market measure that applies to the other 50% of the award based upon the relative ranking of the Company’s total stockholder return for the three year performance period compared to the total stockholder returns of an established comparison group of companies over the same period (the “2020 Market Condition”). The 2020 Performance-Based RSUs are also subject to a three year service vesting provision (the “service vesting condition”) and are scheduled to cliff vest on the date the final vesting percentage is determined following the end of the three year performance period under the

awards. The 2020 FFO Performance Condition was achieved at 100% of target for all participants. The number of 2020 Performance-Based RSUs ultimately earned could fluctuate from the target number of 2020 Performance-Based RSUs granted based upon the levels of achievement for the 2020 Debt to EBITDA Ratio Performance Condition, the 2020 Market Condition, and the extent to which the service vesting condition is satisfied. The estimate of the number of 2020 Performance-Based RSUs earned is evaluated quarterly during the performance period based on our estimate for each of the performance conditions measured against the applicable goals. Compensation expense for the 2020 Performance-Based RSU grant is recognized on a straight-line basis over the requisite service period for each participant, which is generally the three year service period.

The 2019 Performance-Based RSUs are scheduled to vest at the end of a three year period (consisting of calendar years 2019-2021). A target number of 2019 Performance-Based RSUs were awarded, and the final number of 2019 Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (1) the achievement of pre-set FFO per share goals for the year ending December 31, 2019 that applies to 100% of the Performance-Based RSUs awarded (the “2019 FFO Performance Condition”) and (2) a performance measure that applies to 50% of the award based upon a measure of the Company’s average debt to EBITDA ratio for the three year performance period (the “2019 Debt to EBITDA Ratio Performance Condition”) and a market measure that applies to the other 50% of the award based upon the relative ranking of the Company’s total stockholder return for the three year performance period compared to the total stockholder returns of an established comparison group of companies over the same period (the “2019 Market Condition”). The 2019 Performance-Based RSUs are also subject to a three year service vesting provision (the “service vesting condition”) and are scheduled to cliff vest on the date the final vesting percentage is determined following the end of the three year performance period under the awards. The 2019 FFO Performance Condition was achieved at 175% of target for one participant and 150% of target for all other participants. The number of 2019 Performance-Based RSUs ultimately earned could fluctuate from the target number of 2019 Performance-Based RSUs granted based upon the levels of achievement for the 2019 Debt to EBITDA Ratio Performance Condition, the 2019 Market Condition, and the extent to which the service vesting condition is satisfied. The estimate of the number of 2019 Performance-Based RSUs earned is evaluated quarterly during the performance period based on our estimate for each of the performance conditions measured against the applicable goals. Compensation expense for the 2019 Performance-Based RSU grant is recognized on a straight-line basis over the requisite service period for each participant, which is generally the three year service period.

The 2018 Performance-Based RSUs are scheduled to vest at the end of a three year period (consisting of calendar years 2018-2020). A target number of 2018 Performance-Based RSUs were awarded, and the final number of 2018 Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (1) the achievement of pre-set FFO per share goals for the year ending December 31, 2018 that applies to 100% of the Performance-Based RSUs awarded (the “2018 FFO Performance Condition”) and (2) a performance measure that applies to 50% of the award based upon a measure of the Company’s average debt to EBITDA ratio for the three year performance period (the “2018 Debt to EBITDA Ratio Performance Condition” and together with the 2018 FFO Performance Condition, the “2018 Performance Conditions”) and a market measure that applies to the other 50% of the award based upon the relative ranking of the Company’s TSR for the three year performance period compared to the TSR of an established comparison group of companies over the same period (the “2018 Market Condition”). Based on the combined results of the 2018 Performance Conditions and the 2018 Market Condition, the 2018 Performance-Based RSUs achieved a weighted average of 219% for one participant and 175% for the others of their target level of performance.

As of December 31, 2020, the estimated number of RSUs earned for the 2020 and 2019 Performance-Based RSUs and the actual number of RSUs earned for the 2018 Performance-Based RSUs was as follows:

	2020 Performance-Based RSUs	2019 Performance-Based RSUs	2018 Performance-Based RSUs
Service vesting period	January 31, 2020 - January, 2023	February 1, 2019 - January, 2022	February 14, 2018 - January, 2021
Target RSUs granted	154,267	143,396	158,205
Estimated RSUs earned (1)	142,004	220,151	229,748
Date of valuation	January 31, 2020	February 1, 2019	February 14, 2018

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(1)Estimated RSUs earned for the 2020 Performance-Based RSUs are based on the actual achievement of the 2020 FFO Performance Condition and for the 2020 Debt to EBITDA Ratio Performance Condition, assumes 100% of the target level of achievement for all participants, and target level of achievement of the 2020 Market Condition. Estimated RSUs earned for the 2019 Performance-Based RSUs are based on the actual achievement of the 2019 FFO Performance Condition and assume target level achievement of the 2019 Market Condition and maximum level of achievement of the 2019 Debt to EBITDA Ratio Performance Condition. The 2018 Performance-Based RSUs earned are based on actual performance of the 2018 Performance Conditions and the 2018 Market Condition.

Each Performance-Based RSU represents the right to receive one share of our common stock in the future, subject to, and as modified by, the Company’s level of achievement of the applicable performance and market conditions. The fair values of the 2020 Performance-Based RSUs, 2019 Performance-Based RSUs and 2018 Performance-Based RSUs were $12.9 million at January 31, 2020, $10.2 million at February 1, 2019, and $10.8 million at February 14, 2018, respectively. The fair values for the awards with market conditions were calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below. The determination of the fair value of the 2020, 2019 and 2018 Performance-Based RSUs takes into consideration the likelihood of achievement of the 2020, 2019 and 2018 Performance Conditions and the 2020, 2019 and 2018 Market Conditions, respectively, as discussed above. The following table summarizes the assumptions utilized in the Monte Carlo simulation pricing models:

	2020 Award Fair Value Assumptions	2019 Award Fair Value Assumptions	2018 Award Fair Value Assumptions
Valuation date	January 31, 2020	February 1, 2019	February 14, 2018
Fair value per share on valuation date	$84.54	$72.57	$70.08
Expected share price volatility	17.0%	19.0%	20.0%
Risk-free interest rate	1.35%	2.48%	2.37%

The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the remaining performance period as of the grant date and implied volatility data based on the observed pricing of six month publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at January 31, 2020, February 1, 2019, and February 14, 2018.

Compensation expense for the Performance-Based RSUs is recognized on a straight-line basis over the requisite service period for each participant, which is generally the three-year service period. As of December 31, 2020, the number of 2020 Performance-Based RSUs estimated to be earned based on the Company’s estimate of the performance conditions measured against the applicable goals was 142,004, and the compensation cost recorded to date for this program was based on that estimate. For the portion of the 2020 Performance-Based RSUs subject to the 2020 Market Condition, for the year ended December 31, 2020, we recorded compensation expense based upon the $84.54 fair value per share at January 31, 2020. Compensation expense will be variable for the portion of the 2020 Performance-Based RSUs subject to the 2020 Debt to EBITDA Ratio Performance Condition, based upon the outcome of that condition. As of December 31, 2020, the number of 2019 Performance-Based RSUs estimated to be earned based on the Company’s estimate of the performance conditions measured against the applicable goals was 220,151, and the compensation cost recorded to date for this program was based on that estimate. For the portion of the 2019 Performance-Based RSUs subject to the 2019 Market Condition, for the years ended December 31, 2020 and 2019, we recorded compensation expense based upon the $72.57 fair value per share at February 1, 2019. Compensation expense will be variable for the portion of the 2019 Performance-Based RSUs subject to the 2019 Debt to EBITDA Performance Condition, based upon the outcome of that condition. For the years ended December 31, 2020, 2019 and 2018, we recorded compensation expense for the portion of the 2018 Performance-Based RSUs subject to the 2018 Market Condition based upon the $70.08 fair value per share at February 14, 2018 and for the portion of the 2018 Performance-Based RSUs subject to the 2018 Debt to EBITDA Ratio Performance Condition, based on the stock price at date of grant multiplied by the number of RSUs estimated to be earned at December 31 of each year. As of December 31, 2020, net of forfeitures, 229,748 RSUs were estimated to be earned.

Annual 2020, 2019 and 2018 and December 2018 Time-Based RSU Grants

The annual 2020, 2019 and 2018 Time-Based RSUs are scheduled to vest in equal installments over the periods listed below. The 2020 Time-Based RSUs are scheduled to vest in three equal annual installments beginning on January 5, 2021 through January 5, 2023. The 2019 Time-Based RSUs are scheduled to vest in three equal annual installments beginning on January 5, 2020 through January 5, 2022. The December 2018 Time-Based RSUs are scheduled to vest 50% on January 5, 2022 and 50% on January 5, 2023. The 2018 Time-Based RSUs are scheduled to vest in three equal annual installments beginning on January 5, 2019 through January 5, 2021. Compensation expense for the December 2018 and annual 2020, 2019 and 2018 Time-Based RSUs is recognized on a straight-line basis over the requisite service period, which is generally the explicit service period. However, for one participant there is a shorter service period for their December 2018 Time-Based RSUs. Each Time-Based RSU represents the right to receive one share of our common stock in the future, subject to continued employment through the applicable vesting date, unless accelerated upon separation of employment. During the year ended December 31, 2020, the vesting of 54,735 Time-Based RSUs was accelerated due to separation of employment. The total fair value of the Time-Based RSUs is based on the Company's closing share price on the NYSE on the respective fair valuation dates as detailed in the table below:

	2020 Time-Based RSU Grant		2019 Time-Based RSU Grant		December 2018 Time-Based RSU Grant		2018 Time-Based RSU Grant (1)
Service vesting period	January 31, 2020 - January 5, 2023		February 1, 2019 - January 5, 2022		December 27, 2018 - January 5, 2023		January & February 2018 - January 5, 2021
Fair value on valuation date (in millions)	$	9.0	$	10.1	$	18.5	$	8.4
Fair value per share	$	82.57	$	69.89	$	62.00	$	70.37
Date of fair valuation	January 31, 2020		February 1, 2019		December 27, 2018		January & February 2018

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(1)The 2018 Time-Based RSUs consist of 56,015 RSUs granted on January 29, 2018 at a fair value per share of $70.37 and 67,818 RSUs granted on February 14, 2018 at a fair value per share of $66.46.

Summary of Performance and Market-Measure Based RSUs

A summary of our performance and market-measure based RSU activity from January 1, 2020 through December 31, 2020 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted-Average Fair Value Per Share
Outstanding at January 1, 2020	932,675	$	71.04	36,679	969,354
Granted	154,267	85.08		38,313	192,580
Vested	(230,334)	74.71		230,334	—
Settled (1)	—	—		(259,954)	(259,954)
Issuance of dividend equivalents (2)	29,561	62.21		1,407	30,968
Forfeited	(12,460)	84.54		(4)	(12,464)
Outstanding as of December 31, 2020 (3)	873,709	$	72.06	46,775	920,484

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(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 125,928 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)Outstanding RSUs as of December 31, 2020 represent the actual achievement of the FFO performance conditions and assumes target levels for the market and other performance conditions. The number of restricted stock units ultimately earned is subject to change based upon actual performance over the three-year vesting period. Dividend equivalents earned will vest along with the underlying award and are also subject to changes based on the number of RSUs ultimately earned for each underlying award.

A summary of our performance and market-measure based RSU activity for the years ended December 31, 2020, 2019 and 2018 is presented below:

	RSUs Granted			RSUs Vested
Years ended December 31,	Non-Vested RSUs Granted (1)	Weighted-Average Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (in thousands)
2020	154,267	$	85.08	(270,054)	$	19,471
2019	231,191	71.12		(265,737)	18,703
2018	601,012	68.51		(265,918)	18,906

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(1)Non-vested RSUs granted are based on the actual achievement of the FFO performance conditions and assumes target level achievement for the market and other performance conditions.

Summary of Time-Based RSUs

A summary of our time-based RSU activity from January 1, 2020 through December 31, 2020 is presented below:

	Nonvested RSUs			Vested RSUs	Total RSUs
	Amount	Weighted Average Fair Value Per Share
Outstanding at January 1, 2020	543,848	$	66.66	1,071,378	1,615,226
Granted	120,769	79.74		—	120,769
Vested	(173,796)	70.83		173,796	—
Settled (1)				(181,462)	(181,462)
Issuance of dividend equivalents (2)	15,523	61.80		34,812	50,335
Forfeited	(11,979)	77.58		—	(11,979)
Canceled (3)				(1,638)	(1,638)
Outstanding as of December 31, 2020	494,365	$	67.97	1,096,886	1,591,251

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(1)Represents vested RSUs that were settled in shares of the Company’s common stock. Total shares settled include 67,316 shares that were tendered in accordance with the terms of the 2006 Plan to satisfy minimum statutory tax withholding requirements related to the RSUs settled. We accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy tax obligations.

(2)Represents the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

(3)For shares vested but not yet settled, we accept the return of RSUs at the current quoted closing share price of the Company’s common stock to satisfy minimum statutory tax-withholding requirements related to either the settlement or vesting of RSUs in accordance with the terms of the 2006 Plan.

A summary of our time-based RSU activity for the years ended December 31, 2020, 2019 and 2018 is presented below:

	RSUs Granted			RSUs Vested
Year ended December 31,	Non-Vested RSUs Issued	Weighted-Average Grant Date Fair Value Per Share		Vested RSUs	Total Vest-Date Fair Value (1) (in thousands)
2020	120,769	$	79.74	(208,608)	$	15,066
2019	153,005	70.31		(182,219)	12,227
2018	437,216	64.21		(214,131)	14,768

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(1)    Total fair value of RSUs vested was calculated based on the quoted closing share price of the Company’s common stock on the NYSE on the day of vesting. Excludes the issuance of dividend equivalents earned on the underlying RSUs. The dividend equivalents vest based on terms specified under the related RSU award agreement.

Summary of Nonvested Restricted Stock

We did not have any nonvested restricted stock at January 1, 2020 and 2019 or December 31, 2020 and 2019. A summary of our nonvested and vested restricted stock activity for the year ended December 31, 2018 is presented below:

	Shares Granted		Shares Vested
Years ended December 31,	Nonvested Shares Issued	Weighted-Average Grant Date Fair Value Per Share	Vested Shares	Total Fair Value at Vest Date (1) (in thousands)
2018	—	—	(22,884)	1,652

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(1)    Total fair value of shares vested was calculated based on the quoted closing share price of the Company’s common stock on the NYSE on the date of vesting.

Share-Based Compensation Cost Recorded During the Period

Share-based compensation costs for the year ended December 31, 2020 include $4.5 million of accelerated share-based compensation costs related to severance packages, including for the departure of an executive officer. The total compensation cost for all share-based compensation programs was $37.6 million, $32.8 million and $35.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. Of the total share-based compensation costs, $7.4 million, $5.8 million and $8.0 million was capitalized as part of real estate assets and for 2018, deferred leasing costs, for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, there was approximately $35.1 million of total unrecognized compensation cost related to nonvested incentive awards granted under share-based compensation arrangements that is expected to be recognized over a weighted-average period of 1.4 years. The remaining compensation cost related to these nonvested incentive awards had been recognized in periods prior to December 31, 2020. The $35.1 million of unrecognized compensation costs does not reflect the future compensation cost related to share-based awards that were granted subsequent to December 31, 2020.

Severance Compensation

For the year ended December 31, 2020, compensation costs included in general and administrative expenses on our consolidated statements of operations include $14.1 million of cash severance costs related to the departure of an executive officer, in addition to the accelerated share-based compensation costs noted in the paragraph above.

Other Compensation

On December 27, 2018, the Executive Compensation Committee of the Company’s Board approved, and the Company and the Operating Partnership entered into the Amended Employment Agreement with John Kilroy, which amends and supersedes the existing employment agreement dated January 1, 2012. Except as noted below, the Amended Employment Agreement continues Mr. Kilroy’s employment on terms substantially similar to those of the existing employment agreement, with a new term scheduled to continue through December 31, 2023. The Amended Employment Agreement includes a cash retirement benefit of $13.2 million, or $16.2 million for a retirement at or after attaining age 73, with at least twelve months’ advance notice or at or after the end of the term of the agreement. For the year ended December 31, 2018, the Company recognized $12.1 million of compensation expense in general and administrative expenses on the consolidated statement of operations, representing the present value of the potential cash retirement benefit amount that was earned based on prior service. For the years ended December 31, 2020 and 2019, the Company recognized $1.5 million of compensation expense in general and administrative expenses on the consolidated statement of operations related to the Amended Employment Agreement.