XML 31 R17.htm IDEA: XBRL DOCUMENT v3.22.0.1
Equity Incentive Plans
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]  
Equity Incentive Plans Equity Incentive Plan
All grants of common shares and options to purchase common shares were issued under the Company's 2007 Equity Incentive Plan prior to May 12, 2016 and under the 2016 Equity Incentive Plan on and after May 12, 2016. Under the 2016 Equity Incentive Plan, an aggregate of 1,950,000 common shares, options to purchase common shares and restricted share units, subject to adjustment in the event of certain capital events, may be granted. The 2016 Equity Incentive Plan was amended by shareholders at the May 28, 2021 annual meeting of shareholders. The amendment increased the number of authorized shares issuable under the plan from 1,950,000 shares to 3,950,000 shares. Additionally, the 2020 Long Term Incentive Plan (2020 LTIP) is a sub-plan under the Company's 2016 Equity Incentive Plan. Under the 2020 LTIP, the Company awards performance shares and restricted shares to the Company's executive officers. At December 31, 2021, there were 2,364,714 shares available for grant under the 2016 Equity Incentive Plan.

Share Options
Share options have exercise prices equal to the fair market value of a common share at the date of grant. The options may be granted for any reasonable term, not to exceed 10 years. The Company generally issues new common shares upon option exercise. A summary of the Company’s share option activity and related information is as follows:
 Number of
shares
Option price
per share
Weighted avg.
exercise price
Outstanding at December 31, 2018234,875 $19.02 — $76.63 $51.98 
Exercised(118,786)19.02 — 61.79 48.71 
Granted1,941 73.84 — 73.84 73.84 
Outstanding at December 31, 2019118,030 $44.62 — $76.63 $55.63 
Exercised(1,410)44.98 — 44.98 44.98 
Granted2,890 69.19 — 69.19 69.19 
Forfeited/Expired(2,820)44.98 — 44.98 44.98 
Outstanding at December 31, 2020116,690 $44.62 — $76.63 $56.36 
Exercised(5,051)45.20 — 47.77 47.27 
Granted1,838 44.44 — 44.44 44.44 
Forfeited/Expired(4,806)45.20 — 61.79 51.42 
Outstanding at December 31, 2021108,671 $44.44 — $76.63 $56.79 

The weighted average fair value of options granted was $20.34, $3.73 and $4.64 during 2021, 2020 and 2019, respectively. The intrinsic value of stock options exercised was $14 thousand, $22 thousand, and $2.8 million during the years ended December 31, 2021, 2020 and 2019, respectively. Additionally, the Company repurchased 4,812 shares in conjunction with the stock options exercised during the year ended December 31, 2021 with a total value of $241 thousand.

The following table summarizes outstanding and exercisable options at December 31, 2021:
Options outstandingOptions exercisable
Exercise price rangeOptions
outstanding
Weighted avg. life remainingWeighted avg. exercise priceAggregate intrinsic value (in thousands)Options exercisableWeighted avg. life remainingWeighted avg. exercise priceAggregate intrinsic value (in thousands)
44.44 - 49.99
21,309 3.019,471 0.6
50.00 - 59.99
31,008 2.530,050 2.4
60.00 - 69.99
52,198 4.550,031 3.5
70.00 - 76.63
4,156 6.13,186 5.8
108,671 3.7$56.79 $21 102,738 2.7$56.59 $16 

Nonvested Shares
A summary of the Company’s nonvested share activity and related information is as follows:
Number of
shares
Weighted avg. grant date
fair value
Weighted avg.
life remaining
Outstanding at December 31, 2020445,402 $68.47 
Granted246,562 44.44 
Vested(201,380)67.87 
Forfeited(12,030)59.63 
Outstanding at December 31, 2021478,554 $56.57 0.85
The holders of nonvested shares have voting rights and receive dividends from the date of grant. The fair value of the nonvested shares that vested was $6.6 million, $17.4 million, and $22.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. At December 31, 2021, unamortized share-based compensation expense related to nonvested shares was $10.5 million and will be recognized in future periods as follows (in thousands):
 Amount
Year:
2022$5,928 
20233,417 
20241,169 
Total$10,514 

Nonvested Performance Shares
A summary of the Company's nonvested performance share activity and related information is as follows:
Number of
Performance Shares
Outstanding at December 31, 202056,338 
Granted102,438 
Vested— 
Forfeited— 
Outstanding at December 31, 2021158,776 

The number of common shares issuable upon settlement of the performance shares granted during the years ended December 31, 2021 and 2020 will be based upon the Company's achievement level relative to the following performance measures at December 31, 2023 and 2022: 50% based upon the Company's Total Shareholder Return (TSR) relative to the TSRs of the Company's peer group companies, 25% based upon the Company's TSR relative to the TSRs of companies in the MSCI US REIT Index and 25% based upon the Company's Average Annual Growth in AFFO per share over the three-year performance period. The Company's achievement level relative to the performance measures is assigned a specific payout percentage which is multiplied by a target number of performance shares.

The performance shares based on relative TSR performance have market conditions and are valued using a Monte Carlo simulation model on the grant date, which resulted in a grant date fair value of approximately $6.6 million and $3.0 million for the years ended December 31, 2021 and 2020, respectively. The estimated fair value is amortized to expense over the three-year vesting period, which ends on December 31, 2023 and 2022 for performance shares granted in 2021 and 2020, respectively. The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the performance shares with a market condition for the years ended December 31, 2021 and 2020, respectively: risk-free interest rate of 0.2% and 1.4%, volatility factors in the expected market price of the Company's common shares of 69% and 18% and an expected life of three years.

The performance shares based on growth in AFFO have a performance condition. The probability of achieving the performance condition is assessed at each reporting period. If it is deemed probable that the performance condition will be met, compensation cost will be recognized based on the closing price per share of the Company's common shares on the date of the grant multiplied by the number of awards expected to be earned. If it is deemed that it is not probable that the performance condition will be met, the Company will discontinue the recognition of compensation cost and any compensation cost previously recorded will be reversed. At December 31, 2021, achievement of the performance condition was deemed probable for the performance shares granted during the year ended December 31, 2021, with an expected payout percentage of 200%, which resulted in a grant date fair value of approximately $2.3 million. Achievement of the performance condition for the performance shares granted during the year ended December 31, 2020 was deemed not probable at December 31, 2021.

The performance shares accrue dividend equivalents which are paid only if common shares are issued upon settlement of the performance shares. During the years ended December 31, 2021 and 2020, the Company accrued
dividend equivalents expected to be paid on earned awards of $158 thousand and $50 thousand, respectively. In connection with the retirement of the Company's Senior Vice President - Asset Management, Michael L. Hirons, $14 thousand in dividend equivalents were paid for the year ended December 31, 2020. No dividend equivalents were paid for the year ended December 31, 2021.

At December 31, 2021, unamortized share-based compensation expense related to nonvested performance shares was $6.8 million.

Restricted Share Units
A summary of the Company’s restricted share unit activity and related information is as follows:
Number of
Shares
Weighted Average Grant Date Fair ValueWeighted Average Life Remaining
Outstanding at December 31, 202074,767 $31.57 
Granted43,306 49.15 
Vested(74,767)31.57 
Outstanding at December 31, 202143,306 $49.15 0.42
The holders of restricted share units receive dividend equivalents from the date of grant. At December 31, 2021, unamortized share-based compensation expense related to restricted share units was $887 thousand which will be recognized in 2022.