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Equity-Based Incentive Plans | 12 Months Ended
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Dec. 31, 2022
Equity-Based Incentive Plans |
Equity-Based Incentive Plans | Note 6. Equity-Based Incentive Plans Amended and Restated 2015 Equity Incentive Plan (2015 Plan) The 2015 Plan is designed to attract, motivate and retain qualified persons that are able to make important contributions to the company’s success. To accomplish these objectives, the 2015 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), restricted stock awards, stock options (of which there are none), unrestricted stock awards (of which there are none), stock appreciation rights (SARs), and performance awards, such as long-term incentive compensation program (LTIP). The company’s shareholders approved the 2015 Plan in May 2015, and 12.5 million shares of common stock were reserved for issuance upon exercise of equity grants through December 31, 2025. In May 2019, the 2015 Plan was amended and restated with an additional 8.0 million shares of common stock reserved for issuance upon exercise of equity grants. The 2015 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share limit as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share limit as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2022, there were 2.5 million shares still available for issuance. Substantially all of the company’s full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2021 and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2022, presented below, the company awarded 20,000, 25,000 and 52,000 DSUs in 2022, 2021 and 2020, respectively; and 171,200 and 325,500 SARs in 2021 and 2020, respectively. No SARs awards were granted in 2022. The 102,000 SAR awards outstanding at December 31, 2022, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $38.43. ​ Note 6. Equity-Based Incentive Plans (Continued) Restricted Stock Units A summary of the company’s RSU activity and outstanding RSUs as of December 31, 2022, are presented below (dollars in thousands except grant date fair value):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Weighted | ​ | Aggregate | ​ | ​ | ​
​ | Number | ​ | Average Grant | ​ | Intrinsic | ​ | Unrecognized
​ | of RSUs | ​ | Date Fair Value | ​ | Value | ​ | Compensation
Outstanding RSUs as of January 1, 2020 | 1,557,994 | ​ | $ | 32.53 | ​ | $ | 53,034 | ​ | $ | 33,581
Granted | 1,017,518 | ​ | ​ | 33.54 | ​ | ​ | ​ | ​ | ​ | ​
Vested | (811,317) | ​ | ​ | 36.09 | ​ | ​ | ​ | ​ | ​ | ​
Forfeited | (65,616) | ​ | ​ | 32.20 | ​ | ​ | ​ | ​ | ​ | ​
As of December 31, 2020 | 1,698,579 | ​ | $ | 31.44 | ​ | $ | 62,627 | ​ | $ | 35,821
Granted | 627,973 | ​ | ​ | 59.38 | ​ | ​ | ​ | ​ | ​ | ​
Vested | (895,706) | ​ | ​ | 32.30 | ​ | ​ | ​ | ​ | ​ | ​
Forfeited | (82,588) | ​ | ​ | 32.47 | ​ | ​ | ​ | ​ | ​ | ​
As of December 31, 2021 | 1,348,258 | ​ | $ | 43.82 | ​ | $ | 83,686 | ​ | $ | 39,657
Granted | 481,926 | ​ | ​ | 98.29 | ​ | ​ | ​ | ​ | ​ | ​
Vested | (786,622) | ​ | ​ | 37.38 | ​ | ​ | ​ | ​ | ​ | ​
Forfeited | (70,011) | ​ | ​ | 46.82 | ​ | ​ | ​ | ​ | ​ | ​
As of December 31, 2022 (nonvested) | 973,551 | ​ | $ | 71.80 | ​ | $ | 94,765 | ​ | $ | 44,394
​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2022, is 1.56 years. The fair value of RSUs vesting during 2022, 2021, and 2020 was $79.1 million, $56.5 million, and $29.9 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2022, 2021, and 2020 were approximately 249,000, 290,000, and 266,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company’s closing stock price. ​ Long-Term Incentive Compensation Program (LTIP) The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company’s common stock using the stock price on the first day of the performance period to convert each key senior executive’s predetermined multiple of annual base salary. The performance period is generally three years; however, a transition award was issued in 2020 with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded. Beginning with 2018, award shares vest immediately once earned on the basis of performance. For awards prior to 2018, once earned on the basis of performance, one-third of the shares vest immediately, and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. ​ Note 6. Equity-Based Incentive Plans (Continued) The Compensation Committee granted the following three-year performance period awards and two-year performance period transition awards, which have been earned and have or will be issued over the vesting period as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Maximum | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Shares That | ​ | Award | ​ | ​ | ​ | ​
​ | ​ | Could Be Issued | ​ | Earned | ​ | Award Issued/Issuable
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | 2017 LTIP Award: | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three-year performance period award | 182,274 | ​ | 164,047 | ​ | 54,683 | ​ | March 2020
​ | ​ | ​ | ​ | ​ | ​ | 54,682 | ​ | March 2021
​ | ​ | ​ | ​ | ​ | ​ | 54,682 | ​ | March 2022
​ | 2019 LTIP Award: | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three-year performance period award | 422,008 | ​ | 379,811 | ​ | 379,811 | ​ | March 2022
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | 2020 LTIP Award: | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three-year performance period award | 405,922 | ​ | 356,845 | ​ | 356,845 | ​ | March 2023
​ | Two-year performance period transition award | 9,764 | ​ | 8,300 | ​ | 8,300 | ​ | March 2022
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | 2021 LTIP Award: | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three-year performance period award | 360,189 | ​ | * | ​ | * | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | 2022 LTIP Award: | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three-year performance period award | 249,759 | ​ | * | ​ | * | ​ | ​
* | Not yet earned as performance period not complete.
2018 Executive Incentive Compensation Plan (2018 Executive Plan) The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company’s shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for issuance through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company’s stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2022, 2021, and 2020, 1.4 million, 1.4 million, and 1.5 million shares, respectively, under the 2018 Executive Plan remained available for issuance. Pursuant to the 2018 Executive Plan, 26,000, 157,000, and 148,000 shares were awarded with a market value of $3.2 million, $8.7 million, and $5.1 million for the 2022, 2021, and 2020 award years, respectively.

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