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Share Based Compensation
3 Months Ended
Mar. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
SHARE BASED COMPENSATION

12. SHARE BASED COMPENSATION

Restricted Share Rights Awards

As of March 31, 2018, 632,665 restricted common share rights were outstanding under the Equity Incentive Plan and vest over two to three years from the initial grant dates. The remaining compensation expense to be recognized with respect to these awards at March 31, 2018 was approximately $3.3 million, and is expected to be recognized over a weighted average remaining period of 1.6 years. During the three-month periods ended March 31, 2018 and 2017, the Company recognized compensation expense related to outstanding restricted shares of $1.5 million and $1.5 million, respectively, of which $0.3 million and $0.3 million, respectively, were capitalized as part of the Company’s review of employee salaries eligible for capitalization.

The following table summarizes the Company’s restricted share activity during the three months ended March 31, 2018:

 

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

 

Aggregate Intrinsic Value

 

Non-vested at January 1, 2018

 

455,643

 

 

$

14.95

 

 

$

8,288,146

 

Granted

 

178,549

 

 

 

15.66

 

 

 

2,796,077

 

Vested

 

-

 

 

 

-

 

 

 

-

 

Forfeited

 

(1,527

)

 

 

15.00

 

 

 

 

 

Non-vested at March 31, 2018

 

632,665

 

 

$

15.15

 

 

$

10,046,720

 

 

On February 28, 2018, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Parent Company an aggregate of 134,487 restricted common share rights (“Restricted Share Rights”), which cliff vest on April 15, 2021. Each Restricted Share Right is scheduled to vest or be settled on April 15, 2021 and, upon completion of vesting each Restricted Share Right will be settled for one common share. The Parent Company pays dividend equivalents on the Restricted Share Rights prior to the vesting or settlement date. Vesting or settlement would accelerate if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the vesting or settlement date. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, vesting would also accelerate if the Parent Company were to undergo a change of control and, on or before the first anniversary of the change of control, the recipient’s employment were to cease due to a termination without cause or resignation with good reason.

In addition, on February 28, 2018, the Compensation Committee awarded non-officer employees an aggregate of 44,062 Restricted Share Rights that vest in three equal annual installments on April 15 of 2019, 2020 and 2021. Vesting of these awards is subject to acceleration upon death, disability or termination without cause within one year following a change of control.

In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those executives who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement.

Restricted Performance Share Units Plan

The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Parent Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods. The table below presents certain information as to unvested RPSU awards.

 

RPSU Grant

 

 

2/22/2016

 

 

3/1/2017

 

 

2/28/2018

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts below in shares, unless otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested at January 1, 2018

 

228,077

 

 

 

172,411

 

 

 

-

 

 

 

400,488

 

Units Granted

 

-

 

 

 

-

 

 

 

209,193

 

 

 

209,193

 

Units Cancelled

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Non-vested at March 31, 2018

 

228,077

 

 

 

172,411

 

 

 

209,193

 

 

 

609,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measurement Period Commencement Date

1/1/2016

 

 

1/1/2017

 

 

1/1/2018

 

 

 

 

 

Measurement Period End Date

12/31/2018

 

 

12/31/2019

 

 

12/31/2020

 

 

 

 

 

Units Granted

 

231,388

 

 

 

174,854

 

 

 

209,193

 

 

 

 

 

Fair Value of Units on Grant Date (in thousands)

$

3,558

 

 

$

3,735

 

 

$

4,276

 

 

 

 

 

 

The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three year cliff vesting period. The vesting of RPSUs is subject to acceleration upon a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the vesting date. In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the schedule vesting period.

For the three months ended March 31, 2018, the Company recognized total compensation expense for the 2018, 2017 and 2016 RPSU awards of $2.6 million, of which $0.5 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the three months ended March 31, 2017, the Company recognized total compensation expense for the 2017, 2016 and 2015 RPSU awards of $2.4 million, of which $0.5 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation.

The remaining compensation expense to be recognized at March 31, 2018 was approximately $3.5 million, and is expected to be recognized over a weighted average remaining vesting period of 1.8 years.

The Company issued 193,516 common shares on February 1, 2018 in settlement of RPSUs that had been awarded on February 23, 2015 (with a three-year measurement period ended December 31, 2017). Holders of these RPSUs also received a cash dividend of $0.18 per share for these common shares on February 9, 2018.