Print Page  Close Window

SEC Filings

10-K
RLJ LODGING TRUST filed this Form 10-K on 03/01/2019
Entire Document
 << Previous Page | Next Page >>

14. Equity Incentive Plan
 
On May 1, 2015, the Company’s shareholders approved the RLJ Lodging Trust 2015 Equity Incentive Plan (the "2015 Plan"), which constitutes an amendment and restatement of the RLJ Lodging Trust 2011 Equity Incentive Plan (the "2011 Plan"), including an increase in the total number of available shares under the 2015 Plan by 2,500,000 shares and changes to certain other terms of the 2011 Plan. The Company may issue share-based awards to officers, employees, non-employee trustees and other eligible persons under the 2015 Plan. The 2015 Plan provides for a maximum of 7,500,000 Common Shares to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards.
 
Share Awards
 
From time to time, the Company may award unvested restricted shares under the 2015 Plan as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.

Non-employee trustees may also elect to receive unrestricted shares under the 2015 Plan as compensation that would otherwise be paid in cash for their services. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.
 
A summary of the unvested restricted shares is as follows:
 
2018
 
2017
 
2016
 
Number of
Shares
 
Weighted-Average
Grant Date Fair
Value
 
Number of
Shares
 
Weighted-Average
Grant Date Fair
Value
 
Number of
Shares
 
Weighted-Average
Grant Date Fair
Value
Unvested at January 1,
700,325

 
$
22.88

 
649,447

 
$
23.00

 
540,885

 
$
26.73

Granted (1)
592,673

 
21.42

 
425,076

 
23.15

 
675,375

 
20.59

Vested (1)
(438,881
)
 
22.92

 
(363,160
)
 
23.41

 
(272,780
)
 
23.66

Forfeited
(113,325
)
 
21.58

 
(11,038
)
 
23.24

 
(294,033
)
 
23.70

Unvested at December 31,
740,792

 
$
21.89

 
700,325

 
$
22.88

 
649,447

 
$
23.00


(1)
For the year ended December 31, 2016, the Company issued 2,554 unrestricted shares in lieu of cash compensation to non-employee trustees at a weighted-average grant date fair value of $22.26.

For the years ended December 31, 2018, 2017 and 2016, the Company recognized approximately $10.2 million, $8.9 million and $6.9 million, respectively, of share-based compensation expense related to restricted share awards. The share-based compensation expense for the year ended December 31, 2018 includes the accelerated vesting of restricted share awards as a result of the Company's President and Chief Executive Officer retiring in August 2018. The share-based compensation expense for the year ended December 31, 2016 includes a benefit of $0.5 million as a result of the forfeiture of unvested restricted shares upon the resignation of the Company's former President and Chief Executive Officer in May 2016. 

As of December 31, 2018, there was $13.8 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of 2.3 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the years ended December 31, 2018, 2017 and 2016 was approximately $9.5 million, $7.7 million and $5.8 million, respectively.
 

F-36

 << Previous Page | Next Page >>