Note 23 - Incentive Plans

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

23.  Incentive Plans:

In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan (the “2010 Plan” and together with the 2020 Plan, the “Plan”) that expired in March 2020.  The 2020 Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards.  At December 31, 2022, the Company had 6.9 million shares of common stock available for issuance under the 2020 Plan.

The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share-based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Consolidated Statements of Income over the service period based on their fair values. Fair value of performance awards is determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is based on the price on the date of grant.

The Company recognized expense associated with its equity awards of $26.6 million, $23.2 million and $23.7 million, for the years ended December 31, 2022, 2021 and 2020, respectively.  As of December 31, 2022, the Company had $43.1 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plan.  That cost is expected to be recognized over a weighted-average period of 2.8 years.

Stock Options

During 2022, 2021 and 2020, the Company did not grant any stock options. Information with respect to stock options outstanding under the 2010 Plan for the years ended December 31, 2022, 2021 and 2020 are as follows:

	Shares			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions)
Options outstanding, January 1, 2020		1,297,936		$	19.60	$	2.0
Exercised		(63,365	)	$	15.48	$	0.2
Forfeited		(72,250	)	$	16.20
Options outstanding, December 31, 2020		1,162,321		$	20.03	$	-
Exercised		(315,750	)	$	19.19	$	1.1
Forfeited		(357,816	)	$	19.01
Options outstanding, December 31, 2021		488,755		$	21.48	$	1.5
Exercised		(205,871	)	$	20.56	$	0.8
Forfeited		(750	)	$	19.70
Options outstanding, December 31, 2022		282,134		$	22.13	$	-
Options exercisable (fully vested)
December 31, 2020		1,162,321		$	20.03	$	-
December 31, 2021		488,755		$	21.48	$	1.5
December 31, 2022		282,134		$	22.13	$	-

The exercise price per share for options outstanding as of December 31, 2022 ranges from $20.41 to $24.12. As of December 31, 2022, all of the Company’s outstanding options were vested. The weighted-average remaining contractual life for options outstanding and exercisable as of December 31, 2022 was 0.2 years. Cash received from options exercised under the 2010 Plan was $4.2 million, $6.1 million and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Restricted Stock

Information with respect to restricted stock under the Plan for the years ended December 31, 2022, 2021 and 2020 are as follows:

	2022			2021			2020
Restricted stock outstanding as of January 1,		2,347,608			2,394,825			2,367,843
Granted (1)		819,090			754,560			820,150
Vested		(511,772	)		(759,665	)		(784,120	)
Forfeited		(48,956	)		(42,112	)		(9,048	)
Restricted stock outstanding as of December 31,		2,605,970			2,347,608			2,394,825

(1) The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2022, 2021 and 2020 were $24.27, $17.81 and $18.67, respectively.

Restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31, 2022, 2021 and 2020, the dividends paid on unvested restricted shares were $2.5 million, $1.8 million and $2.2 million, respectively.

Performance Shares

Information with respect to performance share awards under the Plan for the years ended December 31, 2022, 2021 and 2020 are as follows:

	2022			2021			2020
Performance share awards outstanding as of January 1,		1,052,100			913,800			704,530
Granted (1)		458,660			545,380			506,720
Vested (2)		(506,720	)		(407,080	)		(297,450	)
Performance share awards outstanding as of December 31,		1,004,040			1,052,100			913,800

(1) The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2022, 2021 and 2020 were $31.19, $22.96 and $18.02, respectively.

(2) For the years ended December 31, 2022, 2021 and 2020, the corresponding common stock equivalent of these vested awards were 998,238, 814,160 and 594,900 shares, respectively.

The more significant assumptions underlying the determination of fair values for these performance awards granted during 2022, 2021 and 2020 were as follows:

	2022			2021			2020
Stock price	$	24.27		$	17.87		$	18.93
Dividend yield (1)		0	%		0	%		0	%
Risk-free rate		1.72	%		0.20	%		1.42	%
Volatility (2)		49.07	%		48.41	%		24.67	%
Term of the award (years)		2.87			2.86			2.88

(1) Total Shareholder Returns, as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized.

(2) Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award.

Other

The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2022. The Company’s contributions to the plan were $2.6 million, $2.4 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company recognized severance costs associated with employee retirements and terminations during the years ended December 31, 2022, 2021 and 2020, of $1.5 million, $14.4 million (including $13.7 million of severance costs included in Merger charges on the Company’s Consolidated Statements of Income) and $8.7 million, respectively.