The 2011 Plan provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based on shares of the Company’s common stock, such as LTIP units in the Operating Partnership, that may be made by the Company directly to the executive officers, directors, employees, and other individuals providing bona fide services to or for the Company.

Subject to certain adjustments identified within the 2011 Plan, the aggregate number of shares of the Company’s common stock that may be awarded under the 2011 Plan is 10,142,461 shares. Under the 2011 Plan, each LTIP unit awarded will be equivalent to an award of one share of common stock reserved under the 2011 Plan, thereby reducing the number of shares of common stock available for other equity awards on a one-for-one basis.

The 2011 Plan may be terminated, amended, modified or suspended at any time by the board of directors, subject to stockholder approval as required by law or stock exchange rules. The 2011 Plan expires on April 24, 2033.

Under the 2011 Plan, the Company grants performance units to certain key employees of the Company. The ultimate value of the performance units depends on the Company’s total stockholder return (“TSR”) over a three-year period (the “measuring period”). At the end of the measuring period, the performance units convert into shares of common stock, or, at the Company’s election and with the award recipient’s consent, LTIP units or other securities (“Award Shares”), at a rate depending on the Company’s TSR over the measuring period as compared to various benchmarks and on the absolute amount of the Company’s TSR. A recipient of performance units may receive as few as zero shares or as many as 250% of the number of target units, plus deemed dividends.

At the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to two different benchmarks and on the absolute amount of the Company’s TSR. The target amount of the performance units is nominally allocated as follows: (i) 50% to the Company’s TSR compared to the TSR of an industry peer group; and (ii) 50% to the Company’s TSR compared to the TSR of the companies in the MSCI US REIT Index.

No dividends are paid to the recipient during the measuring period. At the end of the measuring period, if the Company’s TSR is such that the recipient earns Award Shares, the recipient will receive additional Award Shares relating to dividends deemed to have been paid and reinvested on the Award Shares. The Company, in the discretion of the compensation committee of the board of directors, may pay the cash value of the deemed dividends instead of issuing additional Award Shares. The Award Shares are immediately vested at the end of the measuring period.

In January 2025, 2024, and 2023, the Company granted performance units approved by the compensation committee of the board of directors, under the 2011 Plan to certain key employees of the Company. The measuring periods commenced on January 1, 2025, 2024, and 2023, respectively, and end on December 31, 2027, 2026, and 2025, respectively.

On March 31, 2023, in connection with the execution of the employment agreement discussed in Note 7, the Company granted Mr. Kimball performance units under the 2011 Plan with a target grant date fair value equal to approximately $0.6 million. The terms and measuring period of the performance units granted to Mr. Kimball are the same as the performance units granted in January 2023.

The fair value of the performance units as of the grant date was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The fair value of the performance units is based on Level 3 inputs and non-recurring fair value measurements. The performance unit equity compensation expense is recognized ratably from the grant date into earnings over the respective vesting periods. The following table summarizes the assumptions used in valuing the performance units granted during the years ended December 31, 2025, 2024 and 2023.


Performance Units	Assumptions
Grant date	January 7, 2025			January 8, 2024			March 31, 2023			January 11, 2023
Expected stock price volatility	24.6		%	24.5		%	25.4		%	37.4		%
Expected dividend yield	4.0		%	4.0		%	4.0		%	4.0		%
Risk-free interest rate	4.3294		%	4.1130		%	3.8725		%	3.9060		%
Fair value of performance units grant (in thousands)	$	6,858		$	6,502		$	609		$	4,517

The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the three-year time period of the performance period.

During the years ended December 31, 2025, 2024, and 2023, it was determined that the Company’s total stockholder return exceeded the threshold percentage and return hurdle for each of the 2023, 2022, and 2021 performance units, respectively. The following table summarizes the compensation committee of the board of directors approved issuances of LTIP units and shares of common stock for the conclusion of the measuring periods for performance units for the years ended December 31, 2025, 2024, and 2023.

Settlement of Performance Units in LTIP Units or Shares of Common Stock

2023 Performance Units

2022 Performance Units

2021 Performance Units

Measuring period conclusion date

December 31, 2025

December 31, 2024

December 31, 2023

Issuance date

January 8, 2026

January 7, 2025

January 8, 2024

Vested LTIP units

212,617

126,333

257,282

Vested shares of common stock

3,712

8,246

49,106

Shares of common stock repurchased and retired

1,304

751

4,716

The unrecognized compensation expense associated with the Company’s performance units at December 31, 2025 was approximately $6.8 million and is expected to be recognized over a weighted average period of approximately 1.7 years.

The following table summarizes the amounts recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations for the amortization of restricted shares of common stock, LTIP units, performance units, and the Company’s director compensation for the years ended December 31, 2025, 2024 and 2023.


	Year ended December 31,
Non-Cash Compensation Expense (in thousands)	2025		2024		2023
Restricted shares of common stock	$	1,458	$	1,752	$	1,936
LTIP units	4,333		3,635		4,194
Performance units	6,127		5,585		4,754
Director compensation(1)	786		755		583
Total non-cash compensation expense	$	12,704	$	11,727	$	11,467

(1)All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the years ended December 31, 2025, 2024 and 2023. The number of shares of common stock granted was calculated based on the trailing 10 days average common stock price on the third business day preceding the grant date.