Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.22.2.2
Equity
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Equity Equity
Dividends and Distributions
Our board of directors declared the following dividends in 2021 and 2022:

Announced Date Record Date Pay Date Amount per
share
2/18/2021 4/5/2021 4/12/2021 $ 0.350 
5/4/2021 7/2/2021 7/9/2021 $ 0.350 
8/5/2021 10/1/2021 10/8/2021 $ 0.350 
11/4/2021 12/28/2021
(1)
 01/11/2022 $ 0.350 
2/17/2022 04/4/2022 04/11/2022 $ 0.375 
5/3/2022 7/5/2022 7/12/2022 $ 0.375 
8/4/2022 10/4/2022 10/11/2022 $ 0.375 
11/3/2022 12/28/2022 01/6/2023 $ 0.375 
(1) This dividend was treated as a distribution in 2022 for tax purposes.
Equity Offerings
We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings to or through a market maker or into an existing trading market on an exchange or otherwise. We completed the following public offerings (including ATM issuances) of our common stock during 2022 and 2021:
Date/Period Common Stock Offerings Shares Issued
Price Per Share (2)
Net Proceeds (1)
  (amounts in millions, except per share amounts)
Q1 2021 ATM 1.639  $ 63.55  $ 103 
Q2 2021 None —  —  — 
Q3 2021 ATM 0.857  57.56  49 
Q4 2021 ATM 0.830  59.82  49 
Q1 2022 ATM 1.050  48.14  50 
Q2 2022 ATM 0.731  38.91  28 
Q3 2022 ATM 1.346 36.85  49 
(1)Net proceeds from the offerings are shown after deducting underwriting discounts and commissions.
(2)Represents the average price per share at which investors in our ATM offerings purchased our shares.
Equity-based Compensation Awards
We have issued equity awards that vest from 2023 to 2026 subject to service, performance and market conditions. During the nine months ended September 30, 2022, our board of directors awarded employees and directors 342,598 shares of restricted stock, restricted stock units and LTIP Units that vest from 2023 to 2026. Refer to Note 4 to our financial statements in this Form 10-Q for background on the LTIP Units.
For the three and nine months ended September 30, 2022 we recorded $2 million and $18 million of stock based compensation, respectively, compared to $4 million and $14 million during the three and nine months ended September 30, 2021. $9 million of the expense for the nine months ended September 30, 2022 is due to the acceleration of expense upon adoption of a retirement policy in the second quarter of 2022. The retirement policy provides for full vesting at retirement of any time-based awards that were granted prior to the date of retirement and permits the vesting of performance-based awards that were granted prior to the date of retirement according to the original vesting schedule of the award, subject to the achievement of the applicable performance measures. Employees are eligible for the retirement policy upon meeting age and years of service criteria. Upon adoption of the policy, we recognized any remaining unrecognized share based compensation expense for awards to employees who met the retirement criteria at the time of adoption and accelerated the recognition of expense for employees who will meet the criteria prior to the vesting of their existing awards. Of the prior-year nine-month period expense, $2 million is related to the acceleration of compensation expense related to an employee with a change in employment status that occurred in the first quarter of 2021. The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $14 million as of September 30, 2022. We expect to recognize compensation expense related to our equity awards over a weighted-average term of approximately 2 years. A summary of the unvested shares of restricted common stock that have been issued is as follows:

Restricted Shares of Common Stock Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2020 367,177  $ 27.77  $ 10.2 
Granted 80,887  59.41  4.8 
Vested (250,758) 29.22  (7.3)
Forfeited (3,757) 51.43  (0.2)
Ending Balance — December 31, 2021 193,549  $ 38.66  $ 7.5 
Granted 30,911  46.55  1.4 
Vested (93,646) 46.46  (4.3)
Forfeited (1,985) 46.24  (0.1)
Ending Balance — September 30, 2022 128,829  $ 34.76  $ 4.5 
A summary of the unvested shares of restricted stock units that have market-based vesting conditions that have been issued is as follows:

Restricted Stock Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2020 235,600  $ 21.78  $ 5.1 
Granted 17,426  71.23  1.2 
Incremental performance shares granted 171,180  20.24  3.5 
Vested (342,360) 20.24  (6.9)
Forfeited (3,480) 39.92  (0.1)
Ending Balance — December 31, 2021 78,366  $ 35.32  $ 2.8 
Granted 24,790  58.77  1.5 
Incremental performance shares granted 39,730  25.12  1.0 
Vested (79,460) 25.12  (2.1)
Forfeited (3,024) 47.46  (0.1)
Ending Balance — September 30, 2022 60,402  $ 51.05  $ 3.1 

(1)    As discussed in Note 2 to our financial statements in this Form 10-Q, restricted stock units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of an award at the 200% level.
A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows:

LTIP Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2020 285,682  $ 21.62  $ 6.2 
Granted 249,573  54.73  13.7 
Vested (151,209) 21.58  (3.3)
Forfeited —  —  — 
Ending Balance — December 31, 2021 384,046  $ 43.15  $ 16.6 
Granted 161,347  45.49  7.3 
Vested (279,123) 44.64  (12.5)
Forfeited (2,497) 46.08  (0.1)
Ending Balance — September 30, 2022 263,773  $ 42.97  $ 11.3 

(1)    See Note 4 to our financial statements in this Form 10-Q for information on the vesting of LTIP Units.
A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows:

LTIP Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2020 312,704  $ 20.59  $ 6.4 
Granted 86,274  65.28  5.6 
Incremental performance shares granted 51,500  21.09  1.1 
Vested (103,000) 21.09  (2.1)
Forfeited —  —  — 
Ending Balance — December 31, 2021 347,478  $ 31.61  $ 11.0 
Granted 125,550  54.77  6.9 
Incremental performance shares granted 149,000  26.70  4.0 
Vested (298,000) 26.70  (8.0)
Forfeited —  —  — 
Ending Balance — September 30, 2022 324,028  $ 42.84  $ 13.9 

(1)    See Note 4 to our financial statements in this Form 10-Q for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0% and 200% subject to both the absolute performance of the Company's common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of an award at the 200% level.