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Share-Based Compensation
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 12 — Share-Based Compensation

We have a stock award and incentive program to attract and retain employees and independent directors. As of December 31, 2021, approximately 23.4 million shares were available for issuance under the Second Amended and Restated 2015 Stock Award and Incentive Plan (the “2015 Plan”). The total number of shares available for issuance under this plan may increase due to any forfeiture, cancellation, exchange, surrender, termination or expiration of an award outstanding under the 2015 Plan. Awards under the 2015 Plan may be in the form of incentive stock options, non-qualified stock options, or other types of awards as authorized under the Plan. Our plans are administered by the Compensation and Human Resources Committee of the Board.

In connection with the Separation, we entered into an agreement to modify all outstanding awards granted to the holders of such awards. Each outstanding time or performance based Aimco award was converted into one share of Aimco common stock and one share of AIR common stock. Generally, all such Aimco equity awards retain the same terms and vesting conditions as the original Aimco equity awards immediately before the Separation.

Following the Separation, compensation expense related to these modified awards for the employees retained by Aimco is incurred by Aimco. The compensation expense related to these modified awards for employees of AIR is incurred by AIR.

For the year ended December 31, 2021, total compensation cost recognized for share-based awards was (in thousands):

 

 

 

2021

 

 

2020

 

 

Share-based compensation expense (1)

 

$

3,377

 

 

$

1,070

 

 

Capitalized share-based compensation (2)

 

 

340

 

 

 

138

 

 

   Total share-based compensation (3)

 

$

3,717

 

 

$

1,208

 

 

 

 

(1)

Amounts are recorded in general and administrative expenses in our consolidated statements of operations.

 

(2)

Amounts are recorded in buildings and improvements on the consolidated balance sheets.

 

(3)

Amounts are recorded in additional paid-in capital and common noncontrolling interests in Aimco Operating Partnership on the Aimco consolidated balance sheets, and in general partner and special limited partner and limited partners on Aimco Operating Partnership consolidated balance sheets.

As of December 31, 2021, our share of total unvested compensation cost not yet recognized was $15.5 million. We expect to recognize this compensation cost over a weighted-average period of approximately 2.2 years.

We grant stock options and restricted stock awards that are subject to time-based vesting and require continuous employment, typically over a period of four to five years from the grant date, and we refer to these awards as Time-Based Stock Options and Time-Based Restricted Stock, respectively. We also grant stock options, restricted stock awards, and two forms of long-term incentive partnership units (“LTIP units”), that vest conditioned on Aimco’s total shareholder return (“TSR”), relative to identified indices  over a forward-looking performance period of three years. We refer to these awards as TSR Stock Options, TSR Restricted Stock, TSR LTIP I units, and TSR LTIP II units. Vested LTIP II units may be converted at the holders’ option to LTIP Units for a conversion price over a term of 10 years. Earned TSR-based awards, if any, will generally vest 50% on each of the third anniversary and fourth anniversary of the grant date, based on continued employment. Our Time-Based Stock Options and TSR Stock Options expire generally 10 years from the date of grant.

We recognize compensation cost associated with time-based awards ratably over the requisite service periods, which are typically four to five years. We recognize compensation cost related to the TSR-based awards, which have graded vesting periods, over the requisite service period for each separate vesting tranche of the award, commencing on the grant date. The value of the TSR-based awards takes into consideration the probability that the market condition will be achieved; therefore, previously recorded compensation cost is not adjusted in the event that the market condition is not achieved, and awards do not vest.

We had Time-Based Stock Options, Time-Based Restricted Stock, TSR Stock Options, TSR Restricted Stock, TSR LTIP I units and TSR LTIP II units outstanding as of December 31, 2021. The following table summarizes activity for equity compensation for the year ended December 31, 2021.

 

 

 

TSR Stock Options

 

 

Time-Based Restricted Stock Awards

 

 

TSR Restricted Stock Awards

 

 

LTIP I Units

 

 

TSR LTIP II Units

 

 

 

Number of Options

 

 

Weighted Average Exercise Price

 

 

Number of Shares

 

 

Weighted Average Grant-Date Fair Value

 

 

Number of Shares

 

 

Weighted Average Grant-Date Fair Value

 

 

Number of Units

 

 

Weighted Average Grant-Date Fair Value

 

 

Number of Units

 

 

Weighted Average Exercise Price

 

Outstanding at beginning of year

 

 

 

 

 

 

 

 

21,473

 

 

$

43.32

 

(1)

 

16,959

 

 

$

48.58

 

(1)

 

13,752

 

 

$

53.46

 

(1)

 

8,334

 

 

$

6.12

 

Granted

 

 

317,200

 

 

$

6.66

 

 

 

1,931,997

 

 

$

6.66

 

 

 

269,871

 

 

$

7.98

 

 

 

 

 

 

 

 

 

555,556

 

 

$

4.62

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

(12,345

)

 

$

42.52

 

(1)

 

(1,874

)

 

$

41.71

 

(1)

 

(1,311

)

 

$

51.27

 

(1)

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,453

)

 

$

41.71

 

(1)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of year

 

 

317,200

 

 

$

6.66

 

 

 

1,941,125

 

 

$

6.87

 

 

 

283,503

 

 

$

9.97

 

 

 

12,441

 

 

$

53.69

 

 

 

563,890

 

 

$

4.64

 

 

(1) Weighted average grant date fair value is based off pre-separation values when the awards were granted.

The following table summarizes the unvested or outstanding shares issued to employees of Aimco and AIR and are potentially dilutive to Aimco and Aimco Operating Partnership as of December 31, 2021.

 

 

 

Unvested Shares

 

 

 

 

 

Awards

Aimco

 

 

AIR

 

 

Unvested Compensation Not Yet Recognized (1)

 

Time-Based Stock Options (Outstanding shares)

 

 

 

 

788,205

 

 

$

 

TSR Stock Options (Outstanding shares)

 

317,200

 

 

 

25,563

 

 

 

762

 

Time-Based Restricted Stock Awards

 

1,941,125

 

 

 

55,534

 

 

 

11,348

 

TSR Restricted Stock Awards

 

283,503

 

 

 

108,292

 

 

 

1,911

 

LTIP I units

 

12,441

 

 

 

41,007

 

 

 

227

 

TSR LTIP II units (Outstanding shares)

 

563,890

 

 

 

1,274,476

 

 

 

1,273

 

Total awards

 

3,118,159

 

 

 

2,293,077

 

 

$

15,521

 

 

(1)

Unvested compensation not yet recognized represents Aimco’s compensation cost for Aimco employees. Compensation costs related to shares issued to AIR employees is recognized by AIR.

 

Determination of Grant-Date Fair Value Awards

 

We estimated the fair value of TSR-based awards granted in 2021 using a Monte Carlo simulation valuation method. Under this method, the prices of the indices and shares of our Common Stock were simulated through the end of the performance period. The correlation matrix between shares of our Common Stock and the indices as well as the corresponding return volatilities were developed based upon an analysis of historical data.

 

The following table includes the assumptions used for the valuation of TSR-based awards that were granted in 2021.

 

TSR-based Award Assumptions

 

2021

 

Grant date market value of a common share

 

$6.66-$7.10

 

Risk-free interest rate

 

0.02%-1.22%

 

Dividend yield

 

0%

 

Expected volatility

 

30.4%-32.29%

 

Derived vesting period of TSR Restricted Stock

 

 

3.0

 

Weighted average expected term of TSR Stock Options and LTIP II units

 

 

5.4