Equity-Based Compensation (Tables) - Tanger Factory Outlet Centers, Inc. [Member]
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| 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, 2023, 2022 and 2021, respectively, as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
| Restricted common shares |
|
$ |
7,598 |
|
|
$ |
7,654 |
|
|
$ |
7,980 |
|
| Notional unit performance awards |
|
4,437 |
|
|
4,987 |
|
|
4,406 |
|
| Options |
|
476 |
|
|
328 |
|
|
366 |
|
| Total equity-based compensation |
|
$ |
12,511 |
|
|
$ |
12,969 |
|
|
$ |
12,752 |
|
Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2023 |
|
2022 |
|
2021 |
| Equity-based compensation expense capitalized |
|
$ |
255 |
|
|
$ |
191 |
|
|
$ |
94 |
|
|
| 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, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unvested Restricted Common Shares and Restricted Share Units |
|
Number of shares and units |
|
Weighted average grant date fair value |
| Outstanding at December 31, 2020 |
|
1,120,388 |
|
|
$ |
13.91 |
|
Granted (1)
|
|
485,105 |
|
|
15.40 |
|
| Vested |
|
(575,688) |
|
|
15.90 |
|
| Forfeited |
|
— |
|
|
— |
|
| Outstanding at December 31, 2021 |
|
1,029,805 |
|
|
$ |
13.51 |
|
Granted (2)
|
|
512,957 |
|
|
17.32 |
|
| Vested |
|
(545,788) |
|
|
14.01 |
|
| Forfeited |
|
(26,591) |
|
|
15.87 |
|
| Outstanding at December 31, 2022 |
|
970,383 |
|
|
$ |
15.18 |
|
Granted (3)
|
|
345,297 |
|
|
17.85 |
|
| Vested |
|
(480,036) |
|
|
13.21 |
|
| Forfeited |
|
(31,803) |
|
|
15.89 |
|
| Outstanding at December 31, 2023 |
|
803,841 |
|
|
$ |
17.47 |
|
(1)Includes 68,494 restricted share units.
(2)Includes 36,102 restricted share units.
(3)Includes 22,819 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
PSP(1)
|
|
2022
PSP(1)
|
|
2021
PSP(1)
|
|
2020
PSP(1)
|
|
|
|
|
| Performance targets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Absolute portion of award: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percent of total award |
|
33% |
|
33% |
|
33% |
|
33% |
|
|
|
|
| Absolute total shareholder return range |
|
26 |
% |
- |
41% |
|
26 |
% |
- |
41% |
|
26 |
% |
- |
41% |
|
37 |
% |
- |
52% |
|
|
|
|
|
|
| Percentage of units to be earned |
|
20 |
% |
- |
100% |
|
20 |
% |
- |
100% |
|
20 |
% |
- |
100% |
|
20 |
% |
- |
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Relative portion of award: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percent of total award |
|
67% |
|
67% |
|
67% |
|
67% |
|
|
|
|
| Percentile rank of peer group range |
|
30 |
th |
- |
80th |
|
30 |
th |
- |
80th |
|
30 |
th |
- |
80th |
|
30 |
th |
- |
80th |
|
|
|
|
|
|
| Percentage of units to be earned |
|
20% |
- |
100% |
|
20% |
- |
100% |
|
20% |
- |
100% |
|
20% |
- |
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maximum number of restricted common shares that may be earned |
|
499,696 |
|
555,349 |
|
688,824 |
|
902,167 |
|
|
|
|
| Grant date fair value per share |
|
$12.08 |
|
$11.68 |
|
$9.65 |
|
$7.30 |
|
|
|
|
April 2020 grant date fair value per share (2)
|
|
N/A |
|
N/A |
|
N/A |
|
$3.11 |
|
|
|
|
August 2021 grant date fair value per share (3)
|
|
N/A |
|
N/A |
|
$12.44 |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)The number of restricted common shares received under the 2023, 2022, 2021 and 2020 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 Equity Retail Index.
(2)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.
(3)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, 2023, 2022 and 2021 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSP |
|
PSP |
|
PSP |
|
|
2023 |
|
2022 |
|
2021 |
Risk free interest rate (1)
|
|
3.90 |
% |
|
1.70 |
% |
|
0.20 |
% |
Expected dividend yield (2)
|
|
4.6 |
% |
|
5.7 |
% |
|
6.5 |
% |
Expected volatility (3)
|
|
62 |
% |
|
65 |
% |
|
61 |
% |
(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, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested PSP Awards
|
|
Number of units |
|
Weighted average grant date fair value |
| 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 |
|
| Awarded |
|
556,794 |
|
|
11.68 |
|
|
|
|
|
|
Earned (1)
|
|
(96,592) |
|
|
12.42 |
|
| Forfeited |
|
(475,061) |
|
|
11.44 |
|
| Outstanding as of December 31, 2022 |
|
1,811,407 |
|
|
$ |
8.84 |
|
| Awarded |
|
499,696 |
|
|
12.08 |
|
Earned (1)
|
|
(758,814) |
|
|
7.30 |
|
| Forfeited |
|
(149,948) |
|
|
9.87 |
|
| Outstanding as of December 31, 2023 |
|
1,402,341 |
|
|
$ |
10.29 |
|
|
| Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range |
Options outstanding at December 31, 2023 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 |
|
|
153,700 |
|
|
$ |
5.73 |
|
|
6.69 |
|
67,100 |
|
|
$ |
5.73 |
|
| $ |
7.15 |
|
|
1,000,000 |
|
|
$ |
7.15 |
|
|
6.37 |
|
1,000,000 |
|
|
$ |
7.15 |
|
| $ |
19.37 |
|
|
250,000 |
|
|
$ |
19.37 |
|
|
8.91 |
|
— |
|
|
$ |
— |
|
| $ |
21.94 |
|
|
118,000 |
|
|
$ |
21.94 |
|
|
4.20 |
|
118,000 |
|
|
$ |
21.94 |
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
32.02 |
|
|
83,300 |
|
|
$ |
32.02 |
|
|
0.01 |
|
83,300 |
|
|
$ |
32.02 |
|
|
|
1,605,000 |
|
|
$ |
11.30 |
|
|
6.31 |
|
1,268,400 |
|
|
$ |
10.08 |
|
|
| Schedule of Share-based Compensation, Stock Options, Activity |
A summary of option activity under the Plan for the years ended December 31, 2023, 2022 and 2021 (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, 2020 |
|
1,805,700 |
|
|
$ |
11.69 |
|
|
|
|
|
| Granted |
|
— |
|
|
— |
|
|
|
|
|
| Exercised |
|
(42,100) |
|
|
6.31 |
|
|
|
|
|
| Forfeited |
|
(168,000) |
|
|
22.84 |
|
|
|
|
|
| Outstanding as of December 31, 2021 |
|
1,595,600 |
|
|
$ |
10.68 |
|
|
7.64 |
|
$ |
— |
|
| Granted |
|
250,000 |
|
|
19.37 |
|
|
|
|
|
| Exercised |
|
(15,500) |
|
|
5.73 |
|
|
|
|
|
| Forfeited |
|
(113,300) |
|
|
17.66 |
|
|
|
|
|
| Outstanding as of December 31, 2022 |
|
1,716,800 |
|
|
$ |
11.53 |
|
|
6.79 |
|
$ |
— |
|
| Granted |
|
— |
|
|
— |
|
|
|
|
|
| Exercised |
|
(85,500) |
|
|
14.45 |
|
|
|
|
|
| Forfeited |
|
(26,300) |
|
|
16.55 |
|
|
|
|
|
| Outstanding as of December 31, 2023 |
|
1,605,000 |
|
|
$ |
11.30 |
|
|
6.31 |
|
$ |
26,719 |
|
|
|
|
|
|
|
|
|
|
| Vested and Expected to Vest as of |
|
|
|
|
|
|
|
|
| December 31, 2023 |
|
1,597,633 |
|
|
$ |
11.32 |
|
|
6.31 |
|
$ |
26,557 |
|
|
|
|
|
|
|
|
|
|
| Exercisable as of December 31, 2023 |
|
1,268,400 |
|
|
$ |
10.08 |
|
|
5.77 |
|
$ |
22,728 |
|
|