Equity Incentive Plans | Equity Incentive Plans On February 27, 2024, our board of directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan was approved by our stockholders on May 1, 2024. The 2024 Plan replaces the 2016 Equity Incentive Plan (as amended, the "2016 Plan") and share grants will no longer be made under the 2016 Plan; however, shares underlying awards already granted under the 2016 Plan will still be issued under the 2016 Plan if the awards vest. Under the 2024 Plan, we are authorized to issue up to 7,900,000 shares of our common stock, of which we have issued or committed to issue 1,068,419 shares as of June 30, 2024. Shares underlying awards that are granted under the 2024 Plan that are forfeited, cancelled, reacquired prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than be exercise), including shares tendered or held back upon settlement of an award, other than a stock option or stock appreciation right, to cover the tax withholding will be added back to the shares available for issuance under the 2024 Plan. Restricted Stock Awards Restricted stock awards issued to our officers and employees generally vest over a three Number of Weighted- Unvested balance at January 1, 2024 1,200,693 $ 9.33 Granted 335,438 8.72 Vested (912,544) 9.37 Unvested balance at June 30, 2024 623,587 $ 8.94 The total unvested restricted stock awards as of June 30, 2024 are expected to vest as follows: 28,474 shares during 2024, 245,444 shares during 2025, 236,859 shares during 2026, 106,101 shares during 2027, and 6,709 shares during 2028. As of June 30, 2024, the unrecognized compensation cost related to restricted stock awards was $4.3 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 27 months. We recorded $2.9 million and $3.9 million of compensation expense related to restricted stock awards for the three and six months ended June 30, 2024, respectively, which included $2.0 million of accelerated compensation expense related to restricted stock awards for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income. We recorded $1.0 million and $2.1 million of compensation expense related to restricted stock awards for the three and six months ended June 30, 2023, respectively. Performance Stock Units Performance stock units (“PSUs”) are restricted stock units that vest three of certain levels of total stockholder return relative to the total stockholder return of a peer group of publicly-traded lodging REITs is measured over a three-year performance period. There is no payout of shares of our common stock if our total stockholder return falls below the 30th percentile of the total stockholder returns of the peer group. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if our total stockholder return is equal to or greater than the 75th percentile of the total stockholder returns of the peer group. There are limitations on the number of PSUs earned if the Company's total stockholder return is negative for the performance period. The improvement in market share for each of our hotels is generally measured over a three-year performance period based on a report prepared for each hotel by STR Global, a well-recognized benchmarking service for the hospitality industry. There is no payout of shares of our common stock if the percentage of our hotels with market share improvements is less than 30%. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if the percentage of our hotels with market share improvements is greater than or equal to 75%. We measure compensation expense for the PSUs based upon the fair market value of the award at the grant date. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. The grant date fair value of the portion of the PSUs based on our relative total stockholder return is determined using a Monte Carlo simulation performed by a third-party valuation firm. The grant date fair value of the portion of the PSUs based on hotel market share improvement is the closing price of our common stock on the grant date. The determination of the grant-date fair values of outstanding awards based on our relative stockholder return included the following assumptions: Award Grant Date Volatility Risk-Free Rate Total Stockholder Return PSUs Hotel Market Share PSUs March 2, 2021 68.8% 0.26% $9.28 $9.40 February 22, 2022 71.4% 1.74% $9.84 $9.56 August 9, 2022 73.3% 3.20% $9.65 $9.32 February 23, 2023 74.5% 4.40% $9.22 $8.94 May 7, 2024 36.5% 4.64% $8.03 $8.72 A summary of our PSUs from January 1, 2024 to June 30, 2024 is as follows: Number of Weighted- Unvested balance at January 1, 2024 1,032,296 $ 9.34 Granted 364,799 8.36 Additional units from dividends 5,651 9.38 Vested (1) (301,861) 9.32 Unvested balance at June 30, 2024 1,100,885 $ 9.02 ______________________ (1) The number of shares of common stock earned for the PSUs vested in 2024 was equal to 95.6% of the PSU Target Award. The total unvested PSUs as of June 30, 2024 are expected to vest as follows: 330,228 units during 2025, 369,929 units during 2026, and 400,728 units during 2027. The number of shares earned upon vesting is subject to the attainment of the performance goals described above. As of June 30, 2024, the unrecognized compensation cost related to the PSUs was $3.6 million and is expected to be recognized on a straight-line basis over a weighted average period of 30 months. We recorded $2.5 million and $3.4 million of compensation expense related to the PSUs for the three and six months ended June 30, 2024, respectively, which included $1.8 million of accelerated compensation expense related to PSUs for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income. These awards will vest at 100% of the PSU Target Award based on their original vesting schedule. We recorded $0.8 million and $1.5 million of compensation expense related to the PSUs for the three and six months ended June 30, 2023, respectively. LTIP Units LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while potentially allowing them a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under the 2016 Plan or 2024 Plan, as applicable. At the time of award, LTIP units do not have full economic parity with common OP units, but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules. A summary of our LTIP units from January 1, 2024 to June 30, 2024 is as follows: Number of Units Weighted- Unvested balance at January 1, 2024 314,137 $ 9.01 Granted 97,477 8.72 Vested (1) (257,270) 8.94 Unvested balance at June 30, 2024 154,344 $ 8.94 ______________________ (1) As of June 30, 2024, all vested LTIP units have achieved economic parity with common OP units and have been converted to common OP units. The total unvested LTIP units as of June 30, 2024 are expected to vest as follows: 14,217 during 2024, and 46,709 during each of 2025, 2026, and 2027. As of June 30, 2024, the unrecognized compensation cost related to LTIP unit awards was $1.2 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 34 months. We recorded $1.3 million and $1.8 million of compensation expense related to LTIP unit awards for the three and six months ended June 30, 2024, respectively, which included $1.2 million of accelerated compensation expense related to LTIPs for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income. We recorded $0.2 million and $0.4 million of compensation expense related to LTIP unit awards for the three and six months ended June 30, 2023, respectively. Nonemployee director awards The Company issues each nonemployee director either (i) fully vested, unrestricted shares of common stock or (ii) Deferred Stock Units (as defined in the 2024 Plan) granting a number of immediately vested but deferred stock units (together, the “nonemployee director awards”). We measure compensation expense for the nonemployee director awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized in the period the nonemployee director awards are granted and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. During the three and six months ended June 30, 2024, we granted a total of 88,305 nonemployee director awards at a grant date fair value of $8.72. We recorded $0.8 million of compensation expense related to nonemployee director awards for the three and six months ended June 30, 2024. We recorded $0.7 million of compensation expense related to nonemployee director awards for the three and six months ended June 30, 2023. |