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Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2017
Stock-Based Compensation Plans  
Stock-Based Compensation Plans

Note 10. Stock‑Based Compensation Plans

 

We grant stock‑based compensation to our employees and directors. At December 31, 2017, an aggregate of 1,745,716 shares were authorized for future grant under our various stock‑based compensation plans, including stock options, restricted stock units, and restricted stock awards. Awards that expire or are canceled without delivery of shares generally become available for issuance under the plans. As stock options are exercised, restricted stock units and restricted stock awards vest, we issue new shares of Reliance common stock.

 

Stock Options

 

Stock option activity under all the plans is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Remaining

 

Aggregate

 

 

Option

 

Weighted Average

 

Contractual Term

 

Intrinsic Value

Stock Options

    

Shares

    

Exercise Price

    

(in years)

    

(in millions)

Outstanding at January 1, 2015

 

1,327,412

 

$

49.66

 

 

 

 

 

Exercised

 

(390,606)

 

 

48.19

 

 

 

 

 

Expired or forfeited

 

(2,481)

 

 

51.96

 

 

 

 

 

Outstanding at December 31, 2015

 

934,325

 

 

50.26

 

 

 

 

 

Exercised

 

(753,645)

 

 

49.70

 

 

 

 

 

Outstanding at December 31, 2016

 

180,680

 

 

52.61

 

 

 

 

 

Exercised

 

(98,405)

 

 

52.41

 

 

 

 

 

Expired or forfeited

 

(7,000)

 

 

58.68

 

 

 

 

 

Outstanding at December 31, 2017

 

75,275

 

$

52.30

 

0.9

 

$

2.5

Exercisable at December 31, 2017

 

75,275

 

$

52.30

 

0.9

 

$

2.5

 

All stock options outstanding at December 31, 2017 had four-year vesting periods and seven-year terms, with the exception of 40,000 options granted to our non‑employee directors that had one-year vesting periods and ten-year terms.

 

There were no unvested stock options at December 31, 2017 and 2016.

 

Proceeds from stock options exercised under all stock option plans in 2017, 2016 and 2015 were $5.2 million, $37.5 million and $15.1 million, respectively. The total intrinsic values of all options exercised in 2017, 2016 and 2015 were $2.8 million, $16.3 million and $4.8 million, respectively.

 

The tax benefit realized from option exercises in 2017, 2016 and 2015 were $8.4 million, $14.3 million and $7.6 million, respectively.

 

The following tabulation summarizes certain information concerning outstanding and exercisable options as of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding and Exercisable

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

Remaining

 

Weighted

Range of

 

Outstanding at

 

Contractual Life

 

Average

Exercise Price

    

December 31, 2017

    

in Years

    

Exercise Price

$38

 

12,000

 

1.4

 

$

38.00

$44 - $45

 

16,000

 

2.4

 

 

44.99

$55 - $56

 

35,275

 

0.1

 

 

55.73

$66 - $67

 

12,000

 

0.4

 

 

66.28

$38 - $67

 

75,275

 

0.9

 

$

52.30

 

Restricted Stock

 

In 2017, 2016 and 2015, we granted 446,525, 512,895 and 507,760, respectively, restricted stock units (“RSUs”) to key employees pursuant to the Amended and Restated Stock Option and Restricted Stock Plan. Each RSU consists of the right to receive one share of our common stock and dividend equivalent rights, subject to forfeiture, equal to the accrued cash or stock dividends where the record date for such dividends is after the grant date but before the shares vest. Additionally, each 2017, 2016 and 2015 RSU granted has a service-based condition and cliff vests at December 1, 2019, December 31, 2018 and December 31, 2017, respectively, if the recipient is an employee on those dates. In addition to the service-based condition, 169,009, 190,175, and 185,450 of the RSUs granted in 2017, 2016 and 2015, respectively, also have performance goals and vest only upon the satisfaction of the service-based condition and certain three-year performance targets. In addition to the 2015 RSUs described above, we also granted 10,000 service-based and 40,000 performance-based RSUs to our former CEO as a result of his planned retirement in July 2016 that had a service-based condition and eighteen-month performance targets ended June 30, 2016. The fair value of the 2017, 2016 and 2015 RSUs granted was $79.60 per share, $69.16 per share and $59.27 per share, respectively, determined based on the closing price of our common stock on the grant date.

 

In 2017,  2016 and 2015,  18,120,  11,851, and 12,719 shares of restricted stock, respectively, were granted to the non‑employee members of the Board of Directors pursuant to the Directors Equity Plan. The fair value of the restricted stock granted in 2017,  2016, and 2015,  was $71.73 per share, $70.88 per share, and $66.03 per share, respectively, determined based on the closing price of our common stock on the grant date. The awards include dividend rights and vest immediately upon grant.

 

In 2017, 2016 and 2015, we made payments of $9.3 million, $6.4 million and $4.5 million, respectively, to tax authorities on our employees’ behalf for shares withheld related to net share settlements. These payments are reflected in the Stock-based compensation caption of the statement of equity.

 

A summary of the status of our unvested service-based and performance-based RSUs as of December 31, 2017 and changes during the year then ended is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

Average Grant

Unvested Shares

 

Shares

    

Date Fair Value

Unvested at January 1, 2017

 

985,540

 

$

64.34

Granted

 

446,525

 

 

79.60

Vested

 

(467,968)

 

 

59.33

Canceled or forfeited

 

(39,522)

 

 

67.99

Unvested at December 31, 2017

 

924,575

 

$

74.09

 

Unrecognized Compensation Cost

 

As of December 31, 2017, there was $39.5 million of total unrecognized compensation cost related to unvested stock‑based compensation awards granted under all stock‑based compensation plans. That cost is expected to be recognized over a weighted average period of 1.33 years.