Share-based compensation arrangement, number of shares authorized (in shares)

  
INVITATION HOMES INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(dollar amounts in thousands)  
Note 10—Share-Based CompensationOur board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock. Our share-based awards consist of time-vesting RSUs, PRSUs, and Outperformance Awards (defined below). Time-vesting RSUs are participating securities for EPS purposes, and PRSUs and Outperformance Awards are not.Share-Based AwardsThe following summarizes our share-based award activity during the years ended December 31, 2021, 2020, and 2019.Annual Long Term Incentive Plan (“LTIP”):•Annual LTIP Awards Granted: During the years ended December 31, 2021, 2020, and 2019, we granted 675,627, 499,228, and 534,547 RSUs, respectively, pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions, each of which is subject to continued employment through the applicable vesting date. LTIP time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).All of the LTIP Awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules.•PRSU Results: During the years ended December 31, 2021, 2020, and 2019, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 159,180, 91,200, and 23,392 shares of common stock, respectively. Such awards are reflected as an increase in the number of awards granted and vested in the table below. Certain other LTIP PRSUs did not achieve performance criteria, resulting in the cancellation of 47,145, 5,348, and 52,896 awards during the years ended December 31, 2021, 2020, and 2019, respectively. Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below. Other Awards•Director Awards: During the year ended December 31, 2021, we granted 43,767 time-vesting RSUs to members of our board of directors, which awards will fully vest on the date of INVH’s 2022 annual stockholders meeting, subject to continued service on the board of directors through such date. During the years ended December 31, 2020 and 2019, INVH issued 58,690 and 53,704 time-vesting RSUs, which awards fully vested on the dates of INVH’s 2021 and 2020 annual stockholders meetings, respectively.•Supplemental Bonus Plan: Upon the completion of our IPO, $59,797 of supplemental bonus awards were converted into 2,988,120 time-vesting RSUs that generally vested in three equal installments unless otherwise modified. During the year ended December 31, 2019, the final supplemental bonus awards were fully vested.•Merger-Related Awards: During the year ended December 31, 2018, the grant date was established for 168,184 PRSUs issued in connection with the SWH merger. These merger-related PRSUs were eligible to be earned based on the achievement of certain measures over performance periods that began on the Merger Date and ended approximately one and a half to three years thereafter. The number of merger-related PRSUs earned was determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. During the year ended December 31, 2019, vesting of all remaining time-vesting merger-related awards was accelerated in accordance with the terms of the award agreement. F-36
