SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Expense

Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in thousands)	2024		2023		2024		2023
Share-based compensation expense components:
Time-based LTIP expense(1)	$	1,363	$	1,262	$	2,549	$	2,249
Performance-based LTIP expense(2)	836		735		1,834		1,463
Restricted share expense	214		174		421		413
Deferred share unit (“DSU”) expense	29		31		59		64
Stock option expense	—		—		—		20
Total Share-based compensation expense	$	2,442	$	2,202	$	4,863	$	4,209

(1) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, and 2020 LTI Plans.

(2) Expense for the three and six months ended June 30, 2024 includes the 2024, 2023, 2022, 2021, 2020, and 2019 LTI Plans.

Equity award activity during the six months ended June 30, 2024 included: (i) 1,043,543 LTIP units granted, (ii) 336,661 LTIP units vested, (iii) 155,513 LITP units earned upon completion of the 2021 LTI Plan, (iv) 63,041 restricted shares granted, (v) 42,037 restricted shares vested, (vi) 5,838 LTIP units forfeited, and (vii) 5,254 restricted shares forfeited.

2024 Long-Term Incentive Plan

On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under its 2015 Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute total shareholder return (“TSR”) and/or funds from operations (“FFO”) and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2024 LTI Plan was $7.5 million, comprising both performance-based and time-based awards as described further below:

Performance-based awards

For the performance-based awards under the 2024 LTI Plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on February 9, 2024 and ending on February 8, 2027. Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component and SP NOI growth component meets certain criteria over the three-year performance measurement period beginning January 1, 2024 and ending on December 31, 2026. The Company granted performance-based awards under the 2024 LTI Plan representing 295,852 units. The fair value of the performance-based award portion of the 2024 LTI Plan on the grant date was $3.8 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility (29.9%), risk-free interest rates (4.3%), and historical daily return as compared to certain peer companies.

Time-based awards

The time-based awards granted under the 2024 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years. As of June 30, 2024, the Company granted time-based awards under the 2024 LTI Plan that represent 232,808 LTIP units with a grant date fair value of $3.7 million.