9. Equity Incentive Plan

On May 17, 2024, the stockholders of the Company approved our 2024 Equity Incentive Plan (the “2024 Plan”), which initially authorized an aggregate of 1,440,000 shares of our common stock for issuance (adjusted for the Reverse Stock Split). The 2024 Plan replaced our 2015 Equity Incentive Plan, as last amended on May 9, 2017 (the “Prior Plan”), and upon the effectiveness of the 2024 Plan no awards may be granted under the Prior Plan. Pursuant to the terms of the 2024 Plan, the shares of our common stock

underlying any awards that are forfeited, cancelled, or are otherwise terminated (other than by exercise) under the 2024 Plan and Prior Plan are added back to the shares available for issuance under the 2024 Plan. As of December 31, 2025, 380,318 shares were available for issuance under the 2024 Plan. No shares of our common stock were authorized or available for issuance under the Prior Plan as of December 31, 2025 and 2024.

The 2024 Plan is administered by the compensation committee of our board of directors (the “Compensation Committee”) and the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, dividend equivalent rights, and other equity-based awards is permitted. Shares tendered or held back for taxes will not be added back to the reserved pool under the 2024 Plan. Upon the exercise of a stock appreciation right that is settled in shares of common stock, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares we reacquire on the open market will not be added back to the reserved pool under the 2024 Plan. Stock options and stock appreciation rights will not be repriced in any manner, nor will any material amendments be made to the 2024 Plan without stockholder approval. The term of the 2024 Plan will expire on May 17, 2034.

On December 6, 2023, we entered into a Transition and Separation Agreement with William C. Trimble III (the “Separation Agreement”), pursuant to which Mr. Trimble retired from his positions as Chief Executive Officer and President of the Company and as a member of the Company’s board of directors effective December 31, 2023. Pursuant to the terms of the Separation Agreement, Mr. Trimble received a lump sum severance payment of $0.4 million and his annual cash bonus for 2023 of $1.3 million which was included in compensation expense for the year ended December 31, 2023. In addition, Mr. Trimble’s LTIP Units were treated as follows: (i) all of the LTIP Units subject to only time-based vesting conditions vested as of December 31, 2023; and (ii) all of the LTIP Units subject to both time- and performance-based vesting conditions will remain eligible to be earned and will continue to vest following December 31, 2023, with the number of LTIP Units earned under each award agreement to be calculated as of the end of the applicable performance period set forth in the corresponding award agreement in the same manner as if his retirement had not occurred. On December 6, 2023, we revalued Mr. Trimble’s unvested LTIP units and recognized the fair value of the modified award less compensation cost previously recognized over his remaining requisite service period. We recognized $0.4 million and less than $0.1 million in compensation expense related to the modification of Mr. Trimble’s service and operational LTIP Unit awards, respectively, for the year ended December 31, 2023. Additionally, we recaptured $0.8 million in compensation expense related to the modification of Mr. Trimble’s performance LTIP Unit awards for the year ended December 31, 2023.

Restricted Shares

We award restricted stock to certain members of management and non‑employee directors. Management awards generally vest over a range of one to four years. Non‑employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Restricted stock awards issued under the 2024 Plan and Prior Plan may not be sold or otherwise transferred until restrictions have lapsed, as established by the Compensation Committee.

We value our non-vested restricted share awards at the grant date fair value, which was the market price of our common stock as of the applicable grant date. We recognized $0.9 million, $0.4 million and $0.6 million in compensation expense, related to restricted common stock awards, for the years ended December 31, 2025, 2024 and 2023, respectively.

The fair value of restricted stock that vested was $0.4 million during 2025, $0.4 million during 2024, and $0.4 million during 2023, based on the market price at the vesting date. The balance of unamortized restricted stock expense as of December 31, 2025, was $0.8 million, which is expected to be recognized over a weighted‑average period of 1.5 years.

A summary of the status of our restricted shares as of December 31, 2025, 2024 and 2023 and changes during the years then ended are presented below and has been retroactively adjusted to reflect the Reverse Stock Split, see Note 1 Organization and Basis of Presentation:

 

 

Restricted Shares

 

 

Restricted Shares Weighted average grant date fair value

 

Outstanding, December 31, 2022

 

 

16,526

 

 

$

49.86

 

Vested

 

 

(12,395

)

 

 

48.57

 

Granted (1)

 

 

12,994

 

 

 

35.44

 

Forfeited

 

 

 

 

 

 

Outstanding, December 31, 2023

 

 

17,126

 

 

$

39.85

 

Vested

 

 

(12,681

)

 

$

38.80

 

Granted (1)

 

 

27,442

 

 

 

29.88

 

Forfeited

 

 

(458

)

 

 

33.85

 

Outstanding, December 31, 2024

 

 

31,428

 

 

$

31.66

 

Vested

 

 

(18,239

)

 

$

33.18

 

Granted (1)

 

 

49,339

 

 

 

22.08

 

Forfeited

 

 

(1,345

)

 

 

29.72

 

Outstanding, December 31, 2025

 

 

61,183

 

 

$

23.52

 

(1)
Reflects the number of restricted shares issued to the grantee as part of the Prior Plan.

LTIP Units

We grant LTIP units to certain members of management and non‑employee directors. Management awards generally vest immediately or over a range of two to five years. Non-employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Performance-based LTIP units are earned subject to us achieving certain thresholds, including absolute total shareholder returns and stock price appreciation, relative total shareholder returns, or operational hurdles through the performance period. Service-based LTIP units are earned over time, subject to continued employment and other terms of the awards.

The following is a summary of our granted LTIP unit awards and has been retroactively adjusted to reflect the Reverse Unit Split, see Note 1 Organization and Basis of Presentation:

Award
 Type

 

Grant
 Date

 

Performance Period
End Date

 

 

Vest Date

 

Units Granted

 

 

Units Vested

 

Service

 

January 3, 2023

 

 

 

 

December 31, 2025

 

 

87,943

 

 

45,641 (1)

 

Operational Performance

 

January 3, 2023

 

December 31, 2025

 

 

(2)

 

 

50,916

 

 

(2)

 

TSR Performance

 

January 3, 2023

 

December 31, 2025

 

 

(3)

 

 

59,453

 

 

(3)

 

Service

 

March 2, 2023

 

 

 

 

March 2, 2026

 

 

1,375

 

 

 

-

 

Service

 

May 9, 2023

 

 

 

 

May 9, 2024

 

 

6,498

 

 

 

6,498

 

2023 LTIP Grant

 

 

 

 

 

 

 

 

 

206,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

January 2, 2024

 

 

 

 

December 31, 2026

 

 

80,460

 

 

 

 

Operational Performance

 

January 2, 2024

 

December 31, 2026

 

 

(4)

 

 

46,694

 

 

(4)

 

TSR Performance

 

January 2, 2024

 

December 31, 2026

 

 

(4)

 

 

30,902

 

 

(4)

 

TSR Performance

 

January 19, 2024

 

December 31, 2026

 

 

(4)

 

 

27,767

 

 

(4)

 

Service

 

June 14, 2024

 

 

 

 

May 22, 2025

 

 

5,439

 

 

 

5,439

 

2024 LTIP Grant

 

 

 

 

 

 

 

 

 

191,262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

January 2, 2025

 

 

 

 

December 31, 2027

 

 

129,561

 

 

 

 

Operational Performance

 

January 2, 2025

 

December 31, 2027

 

 

(4)

 

 

74,996

 

 

(4)

 

TSR Performance

 

January 2, 2025

 

December 31, 2027

 

 

(4)

 

 

85,372

 

 

(4)

 

Service

 

June 18, 2025

 

 

 

 

(5)

 

 

1,747

 

 

(5)

 

Stock Price Performance

 

August 26, 2025

 

August 26, 2033

 

 

(6)

 

 

844,000

 

 

(6)

 

2025 LTIP Grant

 

 

 

 

 

 

 

 

 

1,135,676

 

 

 

 

 

(1)
30,017 service-based LTIP units (adjusted for the Reverse Unit Split) granted on January 3, 2023 to William C. Trimble, III, our former Chief Executive Officer and President, vested on December 31, 2023 in accordance with the terms of Mr. Trimble's Transition and Separation Agreement with the Company, dated December 6, 2023.
(2)
An aggregate of 54,910 Operational Performance LTIP units (adjusted for the Reverse Unit Split) were earned as of December 31, 2025 and vested on January 20, 2026.
(3)
Based on the Company's performance through the performance period ending December 31, 2025, no TSR Performance LTIP units were earned.
(4)
Operational and TSR performance LTIP units may be earned based on the Company's performance through the performance period ending December 31, 2026 or December 31, 2027, as applicable. Subject to the grantee's continued employment, earned awards will vest upon the determination of the number of earned LTIP units following the end of the applicable performance period.
(5)
Represents LTIP units granted to our independent directors that will vest on the earlier of the anniversary of the grant date or the 2026 annual meeting of stockholders.
(6)
Stock price performance LTIP units may be earned based on the Company's performance through the performance period ending August 26, 2033. The awards will vest in full on August 26, 2030, subject to the grantee's continued employment or service, as applicable, with the Company through such date and further subject to achieving the performance conditions.

We value our LTIP unit awards that are subject to us achieving certain operational performance conditions at the grant date fair value, which is the market price of our common stock as of the applicable grant date. We value our service-based LTIP unit awards at the grant date fair value, which is the market price of our common stock as of the applicable grant date, discounted by the risk related to the timing of book-up events. For the LTIP unit awards granted that are subject to us achieving certain total shareholder return or stock price performance thresholds we used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be issued pursuant to the award.

The following is a summary of the significant assumptions used to value the performance-based LTIP units:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

Expected volatility

 

25.0

%

 

 

24.0

%

 

26.0% - 39.0%

Dividend yield

 

6.3% - 7.8%

 

 

6.6% - 6.7%

 

 

5.6% - 8.5%

Risk-free interest rate

 

4.1% - 4.3%

 

 

4.1%

 

 

4.2% - 5.2%

Expected life

 

3 - 8 years

 

 

3 years

 

 

3 years

The fair value of LTIP units that vested were $1.5 million during 2025, $2.0 million during 2024, and $6.9 million during 2023, based on the market price at the vesting date. We recognized $5.2 million, $2.8 million and $5.2 million in compensation expense related to LTIP unit awards, for the years ended December 31, 2025, 2024 and 2023, respectively. The balance of unamortized LTIP expense as of December 31, 2025 was $15.1 million, which is expected to be recognized over a weighted‑average period of 3.5 years. As of December 31, 2025, management considers it probable that the operational performance conditions on three of our four unvested grants will be achieved.

A summary of the status of our LTIP units as of December 31, 2025, 2024 and 2023 and changes during the years then ended are presented below and has been retroactively adjusted to reflect the Reverse Unit Split, see Note 1 Organization and Basis of Presentation:

 

 

LTIP Units (1)

 

 

LTIP Units Weighted average grant date fair value

 

Outstanding, December 31, 2022

 

 

358,666

 

 

$

49.75

 

Vested

 

 

(169,588

)

 

 

46.83

 

Granted

 

 

342,891

 

 

 

26.35

 

Forfeited

 

 

(170,846

)

 

 

40.58

 

Outstanding, December 31, 2023

 

 

361,124

 

 

$

33.25

 

Vested

 

 

(60,138

)

 

$

48.70

 

Granted (2)

 

 

191,265

 

 

 

28.10

 

Forfeited (2)

 

 

(113,405

)

 

 

33.70

 

Outstanding, December 31, 2024

 

 

378,846

 

 

$

28.06

 

Vested

 

 

(64,705

)

 

$

36.37

 

Granted

 

 

1,135,676

 

 

 

15.04

 

Forfeited

 

 

(76,931

)

 

 

24.20

 

Outstanding, December 31, 2025

 

 

1,372,886

 

 

$

17.12

 

 

 

(1)
Reflects the number LTIP units issued to the grantee on the grant date which may be different from the number of LTIP units actually earned in the case of performance-based LTIP units.
(2)
Modified LTIP Units are treated as forfeited and re-granted at their new fair value.

Historical Timeline

Fiscal YearFiled
2025Feb 23, 2026Showing above
2024Feb 25, 2025
2023Feb 27, 2024
2022Feb 28, 2023
2021Feb 28, 2022

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.