In March and May of 2020, respectively, the Board and the Company’s shareholders, approved the 2020 Share Incentive Plan (the “2020 Plan”), which increased the number of Common Shares authorized for issuance by 2,650,000 shares to an aggregate of 2,829,953 shares. On March 22, 2023 and May 4, 2023, respectively, the Board and the Company’s shareholders approved the Amended and Restated 2020 Share Incentive Plan (the "Amended and Restated 2020 Plan") which further increased the number of Common Shares authorized for issuance by 3,100,000 to an aggregate of 3,883,564 shares. In this report, references to issuances, compensation arrangements and expenses under the Amended and Restated 2020 Plan include issuances, compensation arrangements and expenses under the originally adopted 2020 Plan, as applicable. The 2020 Plan and the Amended and Restated 2020 Plan authorize the Company to issue options, Restricted Shares, LTIP Units and other securities (collectively “Awards”) to, among others, the Company’s officers, trustees, and employees. At December 31, 2023 a total of 3,804,345 shares remained available to be issued under the Amended and Restated 2020 Plan.

A summary of the status of the Company’s unvested Restricted Shares and LTIP Units is presented below:


Unvested Restricted Shares and LTIP Units	Common Restricted Shares			Weighted Grant-Date Fair Value		LTIP Units			Weighted Grant-Date Fair Value
Unvested at January 1, 2023		92,735		$	17.31		1,465,398		$	18.59
Granted		70,629			14.11		780,193			15.00
Vested		(41,268	)		19.09		(354,343	)		20.35
Forfeited		(8,187	)		21.07		(92,589	)		30.78
Unvested at December 31, 2023		113,909		$	14.41		1,798,659		$	16.03

Unvested at January 1, 2022		89,746		$	16.87		1,415,195		$	20.85
Granted		45,813			20.98		637,818			21.04
Vested		(40,894	)		19.75		(309,283	)		22.86
Forfeited		(1,930	)		31.82		(278,332	)		31.16
Unvested at December 31, 2022		92,735		$	17.31		1,465,398		$	18.59

Unvested at January 1, 2021		89,911		$	15.42		1,122,889		$	24.38
Granted		43,078			19.94		666,967			19.48
Vested		(43,084	)		16.85		(283,024	)		26.66
Forfeited		(159	)		36.22		(91,637	)		36.22
Unvested at December 31, 2021		89,746		$	16.87		1,415,195		$	20.85

The weighted-average grant date fair value for Restricted Shares and LTIP Units granted for the years ended December 31, 2023, 2022 and 2021 were $14.93, $21.04 and $19.51, respectively. As of December 31, 2023, there was $16.7 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Amended and Restated 2020 Plan. That cost is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of Restricted Shares that vested for each of the years ended December 31, 2023, 2022 and 2021, was $0.8 million. The total fair value of LTIP Units that vested (LTIP units vest primarily during the first quarter) during the years ended December 31, 2023, 2022 and 2021, was $7.2 million, $7.1 million and $7.5 million, respectively.

During the year ended December 31, 2023, the Company issued 22,314 Restricted Share Units and 739,734 LTIP Units to employees of the Company pursuant to the Amended and Restated 2020 Plan. Certain of these equity awards were granted in performance-based Restricted Share Units or LTIP Units with market conditions as described below (“Performance Shares”). These awards were measured at their fair value on the grant date, incorporating the following factors:

For valuation of the 2023, 2022 and 2021 Performance Shares, a Monte Carlo simulation was used to estimate the fair values of the relative TSR portion based on probability of satisfying the market conditions and the projected share prices at the time of payments, discounted to the valuation dates over the three-year performance periods. The assumptions include volatility (48.0%, 49.0% and 48.0%) and risk-free interest rates of (4.3%, 1.7% and 0.2%) for 2023, 2022 and 2021, respectively. The total value of the 2023, 2022 and 2021 Performance Shares will be expensed over the vesting period.

The total fair value of the above Restricted Share Units and LTIP Units as of the grant date was $11.5 million, $13.1 million and $12.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Total long-term incentive compensation expense, including the expense related to the Amended and Restated 2020 Plan, was $9.2 million, $7.4 million, and $9.4 million for the years ended December 31, 2023, 2022, and 2021, respectively and is recorded in General and administrative on the Consolidated Statements of Operations.

In addition, members of the Board have been issued shares and units under the Amended and Restated 2020 Plan. During 2023, the Company issued 45,882 Restricted Shares and 40,459 LTIP Units to Trustees of the Company in connection with Trustee fees. Vesting with respect to 15,850 of the Restricted Shares and 10,427 of the LTIP Units will be on the first anniversary of the date of issuance, and 30,032 of the Restricted Shares and 30,032 of the LTIP Units vest over three years with 33% vesting on each of the next three anniversaries of the issuance date. Additionally, during the year ended December 31, 2023, the Company issued 2,433 Restricted Shares as compensation to a new Trustee of the Company. These Restricted Shares vest over three years with 33% vesting May 9, 2023, and the remaining amount vesting ratably on May 9, 2024 and May 9, 2025. The Restricted Shares do not carry voting rights or other rights of Common Shares until vesting and may not be transferred, assigned, or pledged until the recipients have a vested non-forfeitable right to such shares. Dividends are not paid currently on unvested Restricted Shares but are paid cumulatively from the issuance date through the applicable vesting date of such Restricted Shares. Total trustee fee expense, including the expense related to the Amended and Restated 2020 Plan, was $1.9 million, $1.7 million and $1.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is recorded in General and administrative on the Consolidated Statements of Operations.

In 2009, the Company adopted the Long-Term Investment Alignment Program (the “Program”) pursuant to which the Company may grant awards to employees, entitling them to receive up to 25% of any potential future payments of Promote to the Operating Partnership from Funds III, IV and V. The Company has granted such awards to employees representing 25% of the potential Promote payments from Fund III to the Operating Partnership, 23.1% of the potential Promote payments from Fund IV to the Operating Partnership and 18.0% of the potential Promote payments from Fund V to the Operating Partnership. Payments to senior executives under the Program require further Board approval at the time any potential payments are due pursuant to these grants. Compensation relating to these awards will be recognized in each reporting period in which Board approval is granted.

As payments to other employees are not subject to further Board approval, compensation relating to these awards will be recorded based on the estimated fair value at each reporting period in accordance with ASC Topic 718, Compensation – Stock Compensation. The awards in connection with Fund IV were determined to have no intrinsic value at December 31, 2023 or 2022.

The Company recognized $0.2 million and $0.4 million compensation expense related to the Program for the years ended December 31, 2023 and 2022, related to Funds III and V. No compensation expense was recognized for the year ended 2021 related to the Program.

On a combined basis, the Company incurred a total of $0.5 million, $0.4 million, and $0.4 million of compensation expense related to the following employee benefit plans for the years ended December 31, 2023, 2022 and 2021, respectively:

The Acadia Realty Trust Employee Share Purchase Plan (the “Purchase Plan”) allows eligible employees of the Company to purchase Common Shares through payroll deductions for a maximum aggregate issuance of 200,000 Common Shares. The Purchase Plan provides for employees to purchase Common Shares on a quarterly basis at a 15% discount to the closing price of the Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. A participant may not purchase more than $25,000 in Common Shares per year. Compensation expense will be recognized by the Company to the extent of the above discount to the closing price of the Common Shares with respect to the applicable quarter. A total of 13,177 and 9,747 Common Shares were purchased by employees under the Purchase Plan for the years ended December 31, 2023 and 2022, respectively.

The Company maintains a Trustee Deferral and Distribution Election program, under which the participating Trustees earn deferred compensation.

The Company maintains a 401(k) plan for employees under which the Company currently matches 50% of a plan participant’s contribution up to 6% of the employee’s annual salary. A plan participant may contribute up to a maximum of 15% of their compensation, up to $22,500, for the year ended December 31, 2023.