Annual report pursuant to Section 13 and 15(d)

Equity-Based Compensation (Tables)

v3.20.4
Equity-Based Compensation (Tables) - Tanger Factory Outlet Centers, Inc. [Member]
 12 Months Ended
Dec. 31, 2020
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, 2020, 2019 and 2018, respectively, as follows (in thousands):
2020 2019 2018
Restricted common shares $ 7,614  $ 12,036  $ 9,870 
Notional unit performance awards 4,574  5,918  4,356 
Options 329  166  443 
Total equity-based compensation $ 12,517  $ 18,120  $ 14,669 

Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
  2020 2019 2018
Equity-based compensation expense capitalized $ 409  $ 384  $ 1,131 
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, 2020, 2019, and 2018:
Unvested Restricted Common Shares and Restricted Share Units Number of shares and units Weighted average grant date fair value
Outstanding at December 31, 2017 749,906  $ 32.30 
Granted (1)
407,156  21.13 
Vested (314,982) 31.43 
Forfeited —  — 
Outstanding at December 31, 2018 842,080  $ 27.56 
Granted (2)
308,623  21.05 
Vested (469,178) 27.73 
Forfeited —  — 
Outstanding at December 31, 2019 681,525  $ 23.92 
Granted (3)
787,873  23.92 
Vested (330,014) 25.43 
Forfeited (18,996) 19.79 
Outstanding at December 31, 2020 1,120,388  $ 13.91 
(1)Includes 44,452 restricted share units.
(2)Includes 51,217 restricted share units.
(3)Includes 121,527 restricted share units.
Schedule of Nonvested Performance-based Units Activity
The following table sets forth OPP performance targets and other relevant information about each plan:
2020
OPP(1)
2019
OPP(1)
2018
OPP(1)
2017
OPP(2)
2016
OPP(3)
Performance targets
Absolute portion of award:
Percent of total award 33% 33% 33% 50% 50%
Absolute total shareholder return range 37  % - 52% 19  % - 30% 19  % - 30% 18  % - 35% 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% 50% 50%
Percentile rank of peer group range 30  th - 80th 30  th - 80th 30  th - 80th 40  th - 70th 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 902,167  531,827  409,972  296,400  321,900 
February grant date fair value per share $ 7.30  $ 12.09  $ 12.42  $ 16.60  $ 15.10 
April 2020 grant date fair value per share (4)
$ 3.11  N/A N/A N/A N/A
(1)The number of restricted common shares received under the 2020, 2019 and 2018 OPP 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 OPP 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 OPP performance awards were automatically forfeited.
(3)On February 15, 2019, the measurement period for the 2016 OPP 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 2016 OPP performance awards were automatically forfeited.
(4)In April 2020, Mr. Yalof was awarded 205,480 notional units under the 2020 OPP. These awards have the same terms as the awards our executive officers received in February 2020.
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The fair values of the OPP awards granted during the years ended December 31, 2020, 2019, and 2018 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
2020 2019 2018
Risk free interest rate (1)
1.40  % 2.55  % 2.40  %
Expected dividend yield (2)
8.4  % 5.3  % 4.8  %
Expected volatility (3)
29  % 24  % 27  %
(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 OPP activity for the years ended December 31, 2020, 2019, and 2018:
Unvested OPP Awards
Number of units Weighted average grant date fair value
Outstanding as of December 31, 2017 603,411  $ 15.83 
Awarded 409,972  12.42 
Earned —  — 
Forfeited —  — 
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 
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range
Options outstanding at December 31, 2020 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  334,000  $ 5.73  9.69 —  $ 5.73 
$ 7.15  1,000,000  $ 7.15  9.37 250,000  $ 7.15 
$ 21.94  269,000  $ 21.94  7.21 107,600  $ 21.94 
$ 26.06  57,200  26.06  0.15 57,200  26.06 
$ 32.02  145,500  32.02  3.00 145,500  32.02 
1,805,700  $ 17.76  6.06 310,300  $ 28.61 
Schedule of Share-based Compensation, Stock Options, Activity
A summary of option activity under the Plan for the years ended December 31, 2020, 2019, and 2018 (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, 2017 231,200  $ 30.42 
Granted 331,000  21.94 
Exercised —  — 
Forfeited (27,700) 22.62 
Outstanding as of December 31, 2018 534,500  $ 25.56  7.08 $ — 
Granted —  — 
Exercised —  — 
Forfeited (11,200) 25.27 
Outstanding as of December 31, 2019 523,300  $ 25.57  6.06 $ — 
Granted 1,334,500  — 
Exercised —  — 
Forfeited (52,100) — 
Outstanding as of December 31, 2020 1,805,700  $ 11.69  8.30 $ — 
Vested and Expected to Vest as of
December 31, 2020 1,734,077  $ 11.83  8.26 $ — 
Exercisable as of December 31, 2020 560,300  $ 18.38  6.36 $ —