Annual report pursuant to Section 13 and 15(d)

Equity

v3.22.4
Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Equity Equity
Dividends and Distributions
Our Board declared the following dividends in 2021, 2022, and 2023:
Announced Date Record Date   Pay Date Amount per share
2/18/2021 04/5/2021 04/12/2021 $ 0.350 
5/4/2021 07/2/2021 07/9/2021 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 
02/17/2022 04/4/2022 04/11/2022 0.375 
05/3/2022 07/5/2022 07/12/2022 0.375 
08/4/2022 10/4/2022 10/11/2022 0.375 
11/3/2022 12/28/2022
(1)
 01/6/2023 0.375 
02/16/2023 04/3/2023 04/10/2023 0.395 
(1)These dividends are treated as distributions in the following year 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. In January 2023, we established a dividend reinvestment and stock purchase plan, allowing stockholders and holders of OP Units (including LTIP Units) to purchase shares of our common stock by reinvesting cash dividends or distributions received. We completed the following public offerings (including ATM issuances) of our common stock in 2021 and 2022:
Date/Period Common Stock
Offerings		 Shares
Issued
Price
Per Share (1)
Net
Proceeds (2)
    (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 
Q4 2022 ATM 1.996  31.41  62 
(1)Represents the average price per share at which investors in our ATM offerings purchased our shares.
(2)Net proceeds from the offerings are shown after deducting underwriting discounts, commissions and other offering costs.

Equity-based Compensation Awards
We have 7,500,000 awards authorized for issuance under our 2022 Plan. As of December 31, 2022, we have issued awards with service, performance and market conditions and have 7,435,731 awards remaining available for issuance. During the year ended December 31, 2022, our Board awarded employees and directors 396,591 shares of restricted stock, restricted stock units, and LTIP Units that vest from 2023 to 2027. Refer to Note 4 for background on the LTIP Units.
A summary of equity-based compensation expense and the fair value of shares and LTIP Units vested on the vesting date for the years ended December 31, 2022, 2021, and 2020 is shown below. In 2022, we adopted a retirement policy which 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.
2022 2021 2020
  (in millions)
Equity-based compensation expense $ 20  $ 17  $ 17 
Fair value of awards vested on vesting date 34  44  39 
The total unrecognized compensation expense related to awards of shares of restricted stock, restricted stock units, and LTIP Units was approximately $13 million as of December 31, 2022. We expect to recognize compensation expense related to these awards over a weighted-average term of approximately 1 year. 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 80,886  59.41  4.8 
Vested (250,758) 29.22  (7.3)
Forfeited (3,757) 51.43  (0.2)
Ending Balance—December 31, 2021 193,548  $ 38.66  $ 7.5 
Granted 71,911  37.32  2.7 
Vested (93,646) 46.46  (4.3)
Forfeited (3,361) 46.83  (0.2)
Ending Balance—December 31, 2022 168,452  $ 33.59  $ 5.7 
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 (5,022) 49.00  (0.2)
Ending Balance—December 31, 2022 58,404  $ 51.03  $ 3.0 
(1)    As discussed in Note 2, 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 174,340  44.08  7.7 
Vested (279,123) 44.64  (12.5)
Forfeited (2,497) 46.08  (0.1)
Ending Balance—December 31, 2022 276,766  $ 42.21  $ 11.7 
(1)    See Note 4 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—December 31, 2022 324,028  $ 42.84  $ 13.9 
(1)    See Note 4 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.