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Share-Based Compensation Plans
12 Months Ended
Dec. 31, 2022
Share-Based Compensation Plans [Abstract]  
Share-Based Compensation Plans
16.
 
SHARE-BASED COMPENSATION
 
PLANS
The
 
Company
 
has
 
a
 
2020
 
Stock
 
Incentive
 
Plan
 
(“2020
 
Employee
 
Plan”),
 
a
 
2009
 
Non-Employee
 
Director
 
Stock
Option
 
and
 
Restricted
 
Stock
 
Plan
 
(“2009
 
Director
 
Plan”)
 
and
 
a
 
2003
 
Non-Employee
 
Director
 
Equity
Compensation Plan (“2003 Director Plan”).
The
 
2020
 
Employee
 
Plan
 
was
 
established
 
in
 
June
 
2020.
 
Under
 
the
 
2020
 
Employee
 
Plan,
1,400,000
 
common
shares
 
have been
 
authorized
 
to be
 
granted
 
as non-qualified
 
share options,
 
share appreciation
 
rights,
 
restricted
share
 
awards
 
or performance
 
share unit
 
awards
 
to officers
 
and key
 
employees
 
of the
 
Company.
 
At
 
December
31, 2022, there were
996,076
 
remaining shares
 
available to
 
be granted
 
under the 2020 Employee
 
Plan.
 
Through
December
 
31,
 
2022,
 
only
 
non-qualified
 
share
 
options,
 
restricted
 
share
 
awards
 
and
 
performance
 
share
 
unit
awards had been
 
granted under the employee
 
plans. Under the 2009 Director
 
Plan,
37,439
 
common shares have
been
 
authorized
 
to
 
be
 
granted
 
as
 
share
 
options
 
or
 
restricted
 
share
 
awards
 
to
 
non-employee
 
directors
 
of
 
the
Company.
 
At December
 
31, 2022,
 
there were
34,957
 
remaining
 
shares available
 
to be
 
granted
 
under the
 
2009
Director
 
Plan.
 
Under
 
the
 
2003
 
Director
 
Plan,
500,000
 
common
 
shares
 
have
 
been
 
authorized
 
to
 
be granted
 
as
share
 
options
 
or share
 
awards
 
to
 
non-employee directors
 
of the
 
Company.
 
At
 
December 31,
 
2022 there
 
were
299,461
 
remaining shares available
 
to be granted under the 2003 Director
 
Plan.
 
Options
 
and restricted
 
shares
 
granted
 
under the
 
2020 Employee
 
Plan vest
 
at
 
the earliest
 
of
20
% per
 
year
 
over
five years
 
or in
 
accordance with
 
any applicable
 
employment agreement.
 
Options and
 
restricted shares
 
granted
under the 2003
 
Director Plan
 
generally vest
 
at
33
% per year
 
over
three years
, unless an
 
alternate vesting
 
period
is
 
authorized
 
by
 
the
 
Board.
 
Options
 
and
 
restricted
 
shares
 
granted
 
under
 
the
 
2009
 
Director
 
Plan
 
will
 
vest
 
as
provided
 
in
 
the
 
award
 
agreement.
 
All
 
options
 
are
 
exercisable
 
at
 
fair
 
market
 
value
 
of
 
the
 
stock
 
at
 
the
 
date
 
of
grant and expire
ten years
 
after the date of grant.
 
Performance
 
Share
 
Unit
 
awards
 
granted
 
under
 
the
 
2020
 
Employee
 
Plan
 
will
 
vest
100
% after
three years
.
 
The
Performance
 
Share Unit
 
awards
 
represent the
 
right to
 
receive between
0
 
and
1.75
 
shares of
 
stock for
 
each unit
awarded
 
depending upon
 
performance in
 
relation to
 
certain metrics.
 
The performance
 
share unit
 
valuation
 
will
be based
 
partly on
 
growth in
 
book value
 
per share
 
over the
three year
 
vesting period,
 
compared to
 
designated
peer companies.
 
The remaining portion of
 
the performance share
 
valuation will be based
 
upon operating return
on equity for each of the separate operating
 
years within the vesting period.
 
For
 
share
 
options,
 
restricted
 
shares
 
and
 
performance
 
share
 
units
 
granted
 
under
 
the
 
2020
 
Employee
 
Plan,
 
the
2009
 
Director
 
Plan
 
and
 
the
 
2003
 
Director
 
Plan,
 
share-based
 
compensation
 
expense
 
recognized
 
in
 
the
consolidated
 
statements
 
of operations
 
and
 
comprehensive
 
income
 
(loss)
 
was
 
$
45
 
million,
 
$
43
 
million
 
and
 
$
39
million
 
for
 
the
 
years
 
ended
 
December
 
31,
 
2022,
 
2021
 
and
 
2020,
 
respectively.
 
The
 
corresponding
 
income
 
tax
benefit recorded in
 
the consolidated statements
 
of operations and
 
comprehensive income (loss)
 
for share-based
compensation was
 
$
4
 
million, $
8
 
million and $
7
 
million for the
 
years ended
 
December 31, 2022,
 
2021 and 2020,
respectively.
 
For the year
 
ended December 31,
 
2022, a total
 
of
203,598
 
restricted shares
 
were granted
 
on February
 
23, 2022,
February
 
24,
 
2022,
 
May
 
10,
 
2022,
 
September
 
8,
 
2022
 
and
 
November
 
10,
 
2022,
 
with
 
a
 
fair
 
value
 
of
 
$
301.535
,
$
287.9425
, $
280.98
, $
283.7225
 
and $
323.085
 
per share,
 
respectively.
 
Additionally,
18,340
 
performance
 
share
units
 
were
 
awarded
 
on
 
February
 
23,
 
2022,
 
with
 
a
 
fair
 
value
 
of
 
$
301.5350
 
per
 
unit.
 
No
 
share
 
options
 
were
granted
 
during
 
the
 
year
 
ended
 
December
 
31,
 
2022.
 
For
 
share
 
options
 
granted
 
during
 
previous
 
years,
 
the
 
fair
value per option was calculated on the
 
date of the grant using the Black-Scholes
 
option valuation model.
 
The
 
Company
 
recognizes,
 
as
 
an
 
increase
 
to
 
additional
 
paid-in
 
capital,
 
a
 
realized
 
income
 
tax
 
benefit
 
from
dividends, charged
 
to retained
 
earnings and paid
 
to employees on
 
equity classified non-vested
 
equity shares.
 
In
addition, the
 
amount recognized
 
in additional
 
paid-in capital
 
for the
 
realized
 
income tax
 
benefit from
 
dividends
on those awards
 
is included in the pool of
 
excess tax
 
benefits available
 
to absorb tax
 
deficiencies on share-based
payment
 
awards.
 
For
 
the
 
years
 
ended
 
December
 
31,
 
2022,
 
2021
 
and
 
2020,
 
the
 
Company
 
recognized
 
$
0.6
million, $
0.6
 
million and $
0.6
 
million, respectively,
 
of additional paid-in capital due to tax
 
benefits from dividends
on restricted shares.
A summary
 
of
 
the
 
option
 
activity
 
under
 
the
 
Company’s
 
shareholder
 
approved
 
plans
 
as
 
of December
 
31,
 
2022,
2021 and 2020, and changes during the year then ended is presented
 
in the following tables:
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
(Aggregate Intrinsic Value
 
in millions)
Exercise
Contractual
Intrinsic
Options
Shares
Price/Share
Term
Value
Outstanding at January 1, 2022
49,028
$
88.52
Granted
-
-
Exercised
49,028
88.52
Forfeited/Cancelled/Expired
-
Outstanding at December 31, 2022
-
 
-
 
$
-
.
Exercisable at December 31, 2022
-
 
-
 
$
-
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
(Aggregate Intrinsic Value in millions; Shares in whole amounts)
Exercise
Contractual
Intrinsic
Options
Shares
Price/Share
Term
Value
Outstanding at January 1, 2021
116,871
$
87.87
Granted
-
-
Exercised
67,843
87.39
Forfeited/Cancelled/Expired
-
-
Outstanding at December 31, 2021
49,028
88.52
0.2
 
$
9
.
Exercisable at December 31, 2021
49,028
88.52
0.2
 
$
9
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
(Aggregate Intrinsic Value in millions; Shares in whole amounts)
Exercise
Contractual
Intrinsic
Options
Shares
Price/Share
Term
Value
Outstanding at January 1, 2020
170,704
$
87.18
Granted
-
-
Exercised
53,833
85.69
Forfeited/Cancelled/Expired
-
-
Outstanding at December 31, 2020
116,871
87.87
0.7
 
$
17
.
Exercisable at December 31, 2020
116,871
87.87
0.7
 
$
17
There have
 
been
no
 
share options
 
granted
 
in since
 
2012.
 
As of
 
December 31,
 
2022, there
 
are no
 
share options
outstanding.
 
The
 
aggregate
 
intrinsic
 
value
 
(market
 
price
 
less
 
exercise
 
price)
 
of
 
options
 
exercised
 
during
 
the
years ended
 
December 31, 2022,
 
2021 and 2020
 
was $
10
 
million, $
11
 
million and $
10
 
million, respectively.
 
The
cash received from
 
the exercised
 
share options for
 
the years ended
 
December 31, 2022, 2021
 
and 2020 were
 
$
4
million, $
6
 
million and $
5
 
million, respectively.
 
The tax
 
benefit realized
 
from the
 
options exercised
 
for the
 
years
ended December 31, 2022, 2021 and 2020 were $
2
 
million, $
3
 
million and $
2
 
million, respectively.
The
 
following
 
table
 
summarizes
 
the
 
status
 
of
 
the
 
Company’s
 
non-vested
 
shares
 
and
 
changes
 
for
 
the
 
periods
indicated:
Years Ended December 31,
2022
2021
2020
Weighted-
Weighted-
Weighted-
Average
Average
Average
Grant Date
Grant Date
Grant Date
Restricted (non-vested) Shares
Shares
Fair Value
Shares
Fair Value
Shares
Fair Value
Outstanding at January 1,
496,094
$
247.76
483,427
$
246.60
495,137
$
228.02
Granted
203,598
300.38
213,901
243.51
200,929
269.86
Vested
162,579
246.41
158,735
238.67
175,413
220.88
Forfeited
57,483
262.28
42,499
247.02
37,226
246.20
Outstanding at December 31,
479,630
268.82
496,094
247.76
483,427
246.60
As of December
 
31, 2022,
 
there was
 
$
97
 
million of total
 
unrecognized compensation
 
cost related
 
to non-vested
share-based
 
compensation
 
expense.
 
That cost
 
is expected
 
to be
 
recognized
 
over a
 
weighted-average
 
period of
3.3
 
years.
 
The total
 
fair value
 
of shares
 
vested during
 
the years ended
 
December 31, 2022,
 
2021 and 2020,
 
was
$
40
 
million,
 
$
38
 
million
 
and
 
$
39
 
million,
 
respectively.
 
The
 
tax
 
benefit
 
realized
 
from
 
the
 
shares
 
vested
 
for
 
the
years ended December 31, 2022, 2021 and 2020 were
 
$
9
 
million, $
8
 
million and $
9
 
million, respectively.
 
In
 
addition
 
to
 
the
 
2020
 
Employee
 
Plan,
 
the
 
2009
 
Director
 
Plan
 
and
 
the
 
2003
 
Director
 
Plan,
 
Group
 
issued
774
common shares
 
in 2022,
506
 
common shares
 
in 2021
 
and
593
 
common
 
shares
 
in 2020
 
to
 
the Company’s
 
non-
employee directors
 
as compensation for
 
their service as directors.
 
These issuances had aggregate
 
values of $
0.2
million, $
0.1
 
million and $
0.1
 
million in 2022, 2021 and 2020.
The Company
 
acquired
69,833
,
79,308
 
and
66,289
 
common shares
 
at a
 
cost of
 
$
21
 
million, $
18
 
million and
 
$
18
million
 
in
 
2022,
 
2021
 
and
 
2020,
 
respectively,
 
from
 
employees
 
who
 
chose
 
to
 
pay
 
required
 
withholding
 
taxes
and/or the exercise cost
 
on option exercises or restricted
 
share vestings by withholding shares.
 
The
 
following
 
table
 
summarized
 
the
 
status
 
of
 
the
 
Company’s
 
non-vested
 
performance
 
share
 
unit
 
awards
 
and
changes for the period indicated:
Years Ended December 31,
2022
2021
2020
Weighted-
Weighted-
Weighted-
Average
Average
Average
Grant Date
Grant Date
Grant Date
Performance Share Unit Awards
Shares
Fair Value
Shares
Fair Value
Shares
Fair Value
Outstanding at January 1,
50,495
$
-
38,891
$
-
34,850
$
-
Granted
18,340
301.54
22,205
242.24
16,120
277.15
Increase/(Decrease) on vesting units
due to performance
3,028
-
(800)
-
(2,227)
-
Vested
15,919
274.37
9,801
242.24
6,157
277.15
Forfeited
1,083
-
-
-
3,695
-
Outstanding at December 31,
54,861
-
50,495
-
38,891
-
The Company
 
acquired
6,175
,
3,104
 
and
2,587
 
common
 
shares
 
at
 
a cost
 
of $
1.7
 
million,
 
$
0.8
 
million
 
and
 
$
0.7
million in
 
2022, 2021
 
and 2020,
 
respectively,
 
from employees
 
who chose
 
to pay
 
required
 
withholding taxes
 
on
performance shares units settlements
 
by withholding shares.