Annual report pursuant to Section 13 and 15(d)

Equity-Based Compensation (Tables)

v3.22.2.2
Equity-Based Compensation (Tables) - Tanger Factory Outlet Centers, Inc. [Member]
 12 Months Ended
Dec. 31, 2021
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs
We recorded equity-based compensation expense in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively, as follows (in thousands):
2021 2020 2019
Restricted common shares $ 7,980  $ 7,614  $ 12,036 
Notional unit performance awards 4,406  4,574  5,918 
Options 366  329  166 
Total equity-based compensation $ 12,752  $ 12,517  $ 18,120 

Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
  2021 2020 2019
Equity-based compensation expense capitalized $ 94  $ 409  $ 384 
Schedule of Share-based Compensation, Restricted Stock Units Award Activity
The following table summarizes information related to unvested restricted common shares and restricted share units outstanding for the years ended December 31, 2021, 2020 and 2019:
Unvested Restricted Common Shares and Restricted Share Units Number of shares and units Weighted average grant date fair value
Outstanding at December 31, 2018 842,080  $ 27.56 
Granted (1)
308,623  21.05 
Vested (469,178) 27.73 
Forfeited —  — 
Outstanding at December 31, 2019 681,525  $ 23.92 
Granted (2)
787,873  23.92 
Vested (330,014) 25.43 
Forfeited (18,996) 19.79 
Outstanding at December 31, 2020 1,120,388  $ 13.91 
Granted (3)
485,105  15.40 
Vested (575,688) 15.90 
Forfeited —  — 
Outstanding at December 31, 2021 1,029,805  $ 13.51 
(1)Includes 51,217 restricted share units.
(2)Includes 121,527 restricted share units.
(3)Includes 68,494 restricted share units.
Schedule of Nonvested Performance-based Units Activity
The following table sets forth PSP performance targets and other relevant information about each plan:
2021
PSP(1)
2020
PSP(1)
2019
PSP(1)
2018
PSP(1)
2017
PSP(2)
Performance targets
Absolute portion of award:
Percent of total award 33% 33% 33% 33% 50%
Absolute total shareholder return range 26  % - 41% 37  % - 52% 19  % - 30% 19  % - 30% 18  % - 35%
Percentage of units to be earned 20% - 100% 20  % - 100% 20  % - 100% 20  % - 100% 20  % - 100%
Relative portion of award:
Percent of total award 67% 67% 67% 67% 50%
Percentile rank of peer group range 30  th - 80th 30  th - 80th 30  th - 80th 30  th - 80th 40  th - 70th
Percentage of units to be earned 20  % - 100% 20  % - 100% 20  % - 100% 20  % - 100% 20  % - 100%
Maximum number of restricted common shares that may be earned 688,824  902,167  531,827  409,972  296,400 
February grant date fair value per share $ 9.65  $ 7.30  $ 12.09  $ 12.42  $ 16.60 
April 2020 grant date fair value per share (3)
N/A $ 3.11  N/A N/A N/A
August 2021 grant date fair value per share (4)
$ 12.44  N/A N/A N/A N/A
(1)The number of restricted common shares received under the 2021, 2020 and 2019 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group. The peer group is based on companies included in the FTSE NAREIT Retail Index.
(2)On February 13, 2020, the measurement period for the 2017 PSP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2017 PSP performance awards were automatically forfeited.
(3)In April 2020, Mr. Yalof was awarded 205,480 notional units under the 2020 PSP. These awards have the same terms as the awards our executive officers received in February 2020.
(4)In August of 2021, additional awards under the 2021 PSP were granted to recently hired senior executive officers whereby a maximum of approximately 26,000 restricted common shares may be earned.
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The fair values of the PSP awards granted during the years ended December 31, 2021, 2020 and 2019 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
PSP PSP PSP
2021 2020 2019
Risk free interest rate (1)
0.20  % 1.40  % 2.55  %
Expected dividend yield (2)
6.5  % 8.4  % 5.3  %
Expected volatility (3)
61  % 29  % 24  %
(1)Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants.
(2)The dividend yield is calculated utilizing the dividends paid for the previous five-year period.
(3)Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.
Schedule of Other Share-based Compensation, Activity
The following table sets forth PSP activity for the years ended December 31, 2021, 2020 and 2019:
Unvested PSP Awards
Number of units Weighted average grant date fair value
Outstanding as of December 31, 2018 1,013,383  $ 14.44 
Awarded 531,827  12.09 
Earned —  — 
Forfeited (421,306) 14.36 
Outstanding as of December 31, 2019 1,123,904  $ 13.36 
Awarded 902,167  6.35 
Earned —  — 
Forfeited (316,297) 16.01 
Outstanding as of December 31, 2020 1,709,774  $ 9.17 
Awarded 668,824  9.76 
Earned (1)
(76,478) 12.42 
Forfeited (475,854) 11.03 
Outstanding as of December 31, 2021 1,826,266  $ 8.82 
(1)Represents the units under the 2018 PSP that are no longer outstanding and have been settled in restricted common shares.
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range
Options outstanding at December 31, 2021 had the following weighted average exercise prices and weighted average remaining contractual lives:
Options Outstanding Options Exercisable
Exercise prices Options Weighted average exercise price Weighted remaining contractual life in years Options Weighted average exercise price
$ 5.73  264,000  $ 5.73  8.56 37,200  $ 5.73 
$ 7.15  1,000,000  $ 7.15  8.37 500,000  $ 7.15 
$ 21.94  221,500  $ 21.94  6.07 133,500  $ 21.94 
$ 32.02  110,100  $ 32.02  1.95 110,100  $ 32.02 
1,595,600  $ 10.68  7.64 780,800  $ 13.12 
Schedule of Share-based Compensation, Stock Options, Activity
A summary of option activity under the Plan for the years ended December 31, 2021, 2020 and 2019 (aggregate intrinsic value amount in thousands):
Options Shares Weighted-average exercise price Weighted-average remaining contractual life in years Aggregate intrinsic value
Outstanding as of December 31, 2018 534,500  $ 25.56 
Granted —  — 
Exercised —  — 
Forfeited (11,200) 25.27 
Outstanding as of December 31, 2019 523,300  $ 25.57  6.06 $ — 
Granted 1,334,500  6.79 
Exercised —  — 
Forfeited (52,100) 25.80 
Outstanding as of December 31, 2020 1,805,700  $ 11.69  8.30 $ — 
Granted —  — 
Exercised (42,100) 6.31 
Forfeited (168,000) 22.84 
Outstanding as of December 31, 2021 1,595,600  $ 10.68  7.64 $ 15,707 
Vested and Expected to Vest as of
December 31, 2021 1,558,090  $ 10.76  7.62 $ 15,250 
Exercisable as of December 31, 2021 780,800  $ 13.12  7.09 $ 6,569