INDEPENDENCE REALTY TRUST, INC. Stock Compensation Disclosure

 

 

 

NOTE 8: Equity Compensation Plans

 

On May 18, 2022, our stockholders approved our 2022 Long Term Incentive Plan (the “2022 Incentive Plan”) which replaced the 2016 Long Term Incentive Plan (the “Prior Plan”, collectively with the 2022 Incentive Plan, the “Incentive Plan”). No new awards may be made under the Prior Plan, although awards outstanding under the Prior Plan will remain subject to the terms of the Prior Plan. The 2022 Incentive Plan provides for grants of equity and equity-based awards to our employees, officers, directors, consultants and other service providers, and such awards may take the form of restricted or unrestricted shares of common stock, non-qualified stock options, incentive stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), dividend equivalents and other equity and cash-based awards. A maximum of 8,000,000 shares of our common stock (plus up to an additional 1,280,610 shares of our common stock, to the extent that shares subject to outstanding awards under the Prior Plan are recycled into the 2022 Incentive Plan) may be awarded under the 2022 Incentive Plan, subject to customary adjustment for stock splits, reverse stock splits and similar corporate events or transactions affecting shares of our common stock.

 

Under the Incentive Plan, we have granted restricted shares, RSUs, and performance share units (“PSUs”). For the years ended December 31, 2025, 2024 and 2023 we recognized $8,276, $7,390 and $7,883 of stock compensation expense, respectively.

 

The restricted shares and RSUs granted under the Incentive Plan generally vest over a two, three, or four-year period. In addition, we have granted unrestricted shares to our non-employee directors. These awards generally vest or vested immediately. A summary of restricted common share award and RSU activity is presented below.

 

		2025								2024								2023
		Number of Shares				Weighted Average Grant Date Fair Value Per Share				Number of Shares				Weighted Average Grant Date Fair Value Per Share				Number of Shares				Weighted Average Grant Date Fair Value Per Share
Balance, January 1,			509,895			$	16.73				416,735			$	18.70				395,482			$	18.67
Granted			344,573				19.37				400,659				15.16				356,886				18.06
Vested			(255,469	)			17.46				(232,830	)			17.67				(260,128	)			17.80
Forfeited			(59,930	)			17.92				(74,669	)			16.37				(75,505	)			18.59
Balance, December 31, (1)			539,069			$	17.94				509,895			$	16.73				416,735			$	18.70

 

(1)

The outstanding award balance above included 156,732, 149,334, and 127,989 RSUs as of December 31, 2025, 2024, and 2023, respectively.

 

Subsequent to December 31, 2025, 303,489 restricted stock awards and RSUs valued at a weighted-average price of $16.30, or $4,947 in the aggregate were awarded to employees. These awards vest over a two to four-year period.

 

As of December 31, 2025, the unearned compensation cost relating to unvested restricted common share awards and RSUs was $4,518, which will be recognized over a weighted-average period of 1.9 years. The estimated fair value of restricted common share awards, and RSUs, vested during 2025, 2024, and 2023 was $5,350, $3,645, and $4,494, respectively.

 

 

The PSUs granted under the Incentive Plan have a three-year performance period and are generally based on (1) market performance as measured by total stockholder return for 70% of the award and (2) a subjective element tied to individual performance for 30% of the award. The PSUs vest 50% upon the Compensation Committee’s determination as to the satisfaction of the performance criteria (which shall be within two months of the last day of the performance period) and 50% on the first anniversary of the last day of the performance period, subject to continued service through such dates. A summary of PSU activity is presented below.

 

		2025								2024								2023
		Number of Shares				Weighted Average Grant Date Fair Value Per Share				Number of Shares				Weighted Average Grant Date Fair Value Per Share				Number of Shares				Weighted Average Grant Date Fair Value Per Share
Balance, January 1,			642,380			$	16.72				589,522			$	16.26				841,519			$	13.74
Granted (1)			194,237				17.30				218,379				13.64				216,794				17.43
Change in awards based on performance (2)			10,193				19.38				82,534				14.48				104,060				14.22
Vested			(199,679	)			15.02				(248,055	)			12.15				(452,380	)			11.55
Forfeited			—				—				—				—				(120,471	)			16.68
Balance, December 31,			647,131			$	17.46				642,380			$	16.72				589,522			$	16.26

 

(1)

PSUs granted reflects the number of awards assuming target performance. The actual number of awards earned is based on actual performance during the three-year performance period and ranges from 0%-150% of target.

(2)

Represents the change in the numbers of PSUs earned based on above-target performance achievement for the applicable performance period.

 

Our assumptions used in computing the fair value of the PSUs at the dates of their respective grants, using the Monte Carlo method, were as follows:

 

		For the year ended December 31,
		2025				2024				2023
Dividend yield			3.3%				4.2	%			4.7	%
Volatility (a)			29.0%				35.0	%			33.0	%
Expected term		2.9 years				2.8 years				2.9 years

 

(a)

This represents the volatility assumption used for IRT. The volatility assumptions used for our peer group and the NAREIT Mortgage Index ranged from 23% to 43%.

 

The Company estimates future expenses associated with PSUs outstanding at December 31, 2025 to be $1,543, which will be recognized over a weighted-average period of 2.5 years. The estimated fair value of PSUs vested during 2025, 2024, and 2023 was $4,134, $3,683 and $7,990, respectively.