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Stockholder's Equity
9 Months Ended
Sep. 30, 2024
Federal Home Loan Banks [Abstract]  
Stockholder's Equity
10. Stockholders’ Equity
Share Repurchase Plan
On May 4, 2023, the Company’s Board of Directors (the “Board of Directors”) approved a share repurchase plan (“Repurchase Program”) authorizing the Company to repurchase up to $50 million of its outstanding shares of common stock or Series A Preferred Stock. Under the share repurchase program, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.
Repurchased shares of common stock will be classified as authorized and unissued shares. The Company recognizes the cost of shares of common stock it repurchases, including direct costs incurred, as a reduction in stockholders’ equity. Such reductions of stockholders equity due to the repurchases of shares of common stock will be applied first, to reduce common stock in the amount of the par value associated with the shares of common stock repurchased and second, to reduce additional
paid-in
capital by the amount that the purchase price for the shares of common stock repurchased exceed the par value.
There were no shares repurchased during the nine months ended September 30, 2024 and 2023.
Common Stock and Common Unit Distributions
On September 13, 2024, the Board of Directors approved and the Company declared a cash dividend distribution of $0.10 per common share for the quarterly period ended September 30, 2024. The dividend was paid subsequent to quarter end on October 24, 2024 to common stockholders and common unitholders of record as of the close of business on October 10, 2024, resulting in an aggregate payment of $4.0 million.
Preferred Stock Distributions
On September 13, 2024, the Board of Directors approved and the Company declared a cash dividend distribution of $0.4140625 per share of the Company’s 6.625% Series A Preferred Stock (“Series A Preferred Stock”) for an aggregate amount of $1.9 million for the quarterly period ended September 30, 2024. The dividend was paid subsequent to quarter end on October 24, 2024 to the holders of record of Series A Preferred Stock as of the close of business on October 10, 2024.
Equity Incentive Plan
The Company has an equity incentive plan (“Equity Incentive Plan”) for executive officers, directors and certain
non-executive
employees, and with approval of the Board of Directors, for subsidiaries and their respective affiliates. The Equity Incentive Plan provides for grants of restricted common stock, restricted stock units, phantom shares, stock options, dividend equivalent rights and other equity-based awards (including the grant of Operating Partnership long-term incentive plan units), subject to the total number of shares available for issuance under the plan. The Equity Incentive Plan is administered by the compensation committee of the Board of Directors (the “Compensation Committee”). The Equity Incentive Plan provides for the issuance of up to
 
3,763,580
shares of common stock. To the extent an award granted under the Equity Incentive Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards.
 
On January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form of performance-based restricted unit award agreement that will be used to grant performance-based restricted stock unit awards (“Performance RSU Awards”) pursuant
to the Equity Incentive Plan. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of the Company’s common stock over a three-year measurement period beginning January 1 of the year of grant (the “Measurement Period”) relative to the TSR of a defined peer group list of other US Office REIT companies (the “Peer Group”) as of the first trading date in the year of grant. The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the Peer Group would result in a 50% payout; TSR at the 50th percentile of the Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum. To the extent earned, the payouts of the Performance RSU Awards are intended to be settled in the form of shares of the Company’s common stock, pursuant to the Equity Incentive Plan. Upon satisfaction of the vesting conditions, dividend equivalents in an amount equal to all regular and special dividends declared with respect to the Company’s common stock during each annual measurement period during the Measurement Period are determined and paid on a cumulative, reinvested basis over the term of the applicable Performance RSU Award, at the time such award vests and based on the number of shares of the Company’s common stock that are earned.
During the first quarter of 2024, the Performance RSU Awards granted in January 2021, with a January 1, 2021 through December 31, 2023 Measurement Period, were earned at 120% of the target number of shares granted based on achievement of a TSR that was at or above the 60th percentile of the 2021 RSU Peer Group.
The following table summarizes the activity of the awards under the Equity Incentive Plan for the three and nine months ended September 30, 2024:
 
    
Number of
RSUs
    
Number of
Performance
RSUs
 
Outstanding at December 31, 2023
     451,741        424,888  
Granted
     324,414        324,952  
Issuance of dividend equivalents
     8,290        —   
Vested
     (228,747      (120,000
  
 
 
    
 
 
 
Outstanding at March 31, 2024
     555,698        629,840  
Issuance of dividend equivalents
     12,161        —   
  
 
 
    
 
 
 
Outstanding at June 30, 2024
     567,859        629,840  
Issuance of dividend equivalents
     10,039        —   
  
 
 
    
 
 
 
Outstanding at September 30, 2024
     577,898        629,840  
The following table summarizes the activity of the awards under the Equity
Incentive
Plan for the three and nine months ended September 30, 2023:

 
  
Number of
RSUs
 
  
Number of
Performance
RSUs
 
Outstanding at December 31, 2022
     428,320        307,500  
Granted
     198,022        214,888  
Issuance of dividend equivalents
     9,485        —   
Vested
     (216,520      (97,500
  
 
 
    
 
 
 
Outstanding at March 31, 2023
     419,307        424,888  
Issuance of dividend equivalents
     14,356        —   
  
 
 
    
 
 
 
Outstanding at June 30, 2023
     433,663        424,888  
Issuance of dividend equivalents
     7,844        —   
  
 
 
    
 
 
 
Outstanding at September 30, 2023
     441,507        424,888  
 
During the nine months ended September 30, 2024 and September 30, 2023, the Company granted the following restricted stock units (“RSUs”) and Performance RSU Awards to directors, executive officers and certain
non-executive
employees:
 
    
Units Granted
    
Grant Date
Fair Value

(in thousands)
    
Weighted Average
Grant Date Fair
Value Per Share
 
    
RSUs
    
Performance
RSUs
 
2024
     324,414        324,952      $ 3,539      $  5.45  
2023
     198,022        214,888        3,729        9.03  
The RSU Awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date. The Performance RSU Awards will vest on the last day of the three-year measurement period.
During the three months ended September 30, 2024 and September 30, 2023, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):
 
    
RSUs
    
Performance
RSUs
    
Total
 
2024
   $     643      $    441      $   1,084  
2023
     633        391        1,024  
During the nine months ended September 30, 2024 and September 30, 2023, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):

    
RSUs
    
Performance
RSUs
    
Total
 
2024
   $   1,928      $   1,310      $   3,238  
2023
     1,910        1,161        3,071