21 See Item 402(d) of Regulation S-K. 22 See Item 402(f) of Regulation S-K. PRACTICE POINT: Item 402(v) permits companies to voluntarily provide supplemental measures of compensation or financial performance (in the table or in other disclosure), and other supplemental disclosures, so long as any such measure or disclosure is clearly identified as supplemental, not misleading and not presented with greater prominence than the required disclosure. Although the Company-Selected Measure need not be a measure that is disclosed in the company’s financial statements, to the extent that REITs use a non-GAAP measure as their Company-Selected Measure (which we would expect given the limited utility of GAAP performance measures in assessing REIT performance), the company must disclose how the Company-Selected Measure is calculated from the company’s audited financial statements. However, disclosure of a non-GAAP Company-Selected Measure would not require a reconciliation to the most directly comparable GAAP measure or otherwise be subject to Regulation G and Item 10(e) of Regulation S-K, which regulate the use of non-GAAP measures. Equity Compensation Tables The following tables give additional color to the information in the Summary Compensation Table with respect to equity awards and non-equity incentive plan awards. Of these three tables, only the outstanding equity awards table is required for smaller reporting companies and emerging growth companies. Grant of Plan-Based Awards Table21 The Grant of Plan-Based Awards Table requires a company to disclose each non-equity incentive plan award and each equity award for the NEO during the last fiscal year. The table supplements information regarding non-equity incentive plan compensation and equity compensation reported in the Summary Compensation Table. A company must disclose the number of shares of stock or units comprising the underlying award granted, as well as additional information about the terms of the awards, including estimated future payouts for both equity and nonequity incentive plan awards. In addition, a company must disclose the grant date fair value of each equity award granted during the last completed fiscal year. Outstanding Equity Awards at Fiscal YearEnd Table22 The purpose of the Outstanding Equity Awards at Fiscal Year-End Table is to provide investors with an understanding of the unrealized value of each NEO’s outstanding equity awards. Companies are required to disclose the number of shares of stock and stock options, and associated values, granted to each NEO that remain unvested or unexercised. The awards must be disclosed on a grant-by-grant basis. 2024 Guide to REIT Executive Compensation | 52
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