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Stock-Based Compensation | 12 Months Ended
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Jun. 30, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stock-Based Compensation | Note 15 – Stock-Based Compensation Historically, the Company grants non-performance-based RSUs and performance-based RSUs to key employees. Stock-based compensation expense is recognized on a straight-line basis ratably over the respective vesting periods. Performance-based RSUs are subject to achievement of a performance metric in addition to grantee service. Stock-based compensation expense for performance-based RSUs is recognized on an accelerated basis by treating each vesting tranche as if it was a separate grant. A summary of the components of stock-based compensation expense recognized, together with the income tax benefits realized, is as follows (in thousands):
|  | Year Ended June 30, |
|  | 2022 |  |  | 2021 |  |  | 2020 |
Stock-based compensation included in indirect costs and selling expense: |  |  |  |  |  |  |  |  |  |  |  |
Restricted stock and RSU expense |  | $ | 31,732 |  |  | $ | 30,463 |  |  | $ | 29,302 |
Income tax benefit recognized for stock-based compensation |  | $ | 8,218 |  |  | $ | 8,009 |  |  | $ | 5,849 |
The Company recognizes the effect of expected forfeitures of equity grants by estimating an expected forfeiture rate for grants of equity instruments. Amounts recognized for expected forfeitures are subsequently adjusted periodically and at major vesting dates to reflect actual forfeitures. The incremental income tax benefits realized upon the exercise or vesting of equity instruments are reported as operating cash flows. During fiscal 2022, 2021, and 2020, the Company recognized $5.2 million, $7.3 million, and $13.5 million of excess tax benefits, respectively, which have been reported as operating cash inflows in the accompanying consolidated statements of cash flows. Equity Grants and Valuation Under the terms of its 2016 Amended and Restated Incentive Compensation Plan (the 2016 Plan), the Company may issue, among others, non-qualified stock options, restricted stock, RSUs, SSARs, and performance awards, collectively referred to herein as equity instruments. The 2016 Plan was approved by the Company’s stockholders in November 2016 and amended and restated the 2006 Stock Incentive Plan (the 2006 Plan) which was due to expire at the end of the ten-year period. Grants that were made under the 2006 Plan, and equity instruments granted prior to approval of the 2016 Plan continue to be governed by the terms of the 2006 Plan. During the periods presented all equity instrument grants were made in the form of RSUs. Annual grants under the 2016 Plan are generally made to the Company’s key employees during the second quarter of the Company’s fiscal year and to members of the Company’s Board of Directors during the second quarter of the Company’s fiscal year. With the approval of its Chief Executive Officer, the Company also issues equity instruments to strategic new hires and to employees who have demonstrated superior performance. Upon the vesting of restricted shares and RSUs, the Company fulfills its obligations under the equity instrument agreements by either issuing new shares of authorized common stock or by issuing shares from treasury. The total number of shares authorized by shareholders for grants under the 2016 Plan and its predecessor plan was 2,400,000 plus any forfeitures from the 2006 Plan. The aggregate number of grants that may be made may exceed this approved amount as forfeited restricted stock and RSUs become available for future grants. As of June 30, 2022, cumulative grants of 1,300,717 equity instruments underlying the shares authorized have been awarded, and 247,981 of these instruments have been forfeited. Performance-based stock awards vest and the stock is issued at the end of the performance period based upon the achievement of specific performance criteria. For performance-based stock awards granted to key employees in October 2021, the final number of RSUs earned by participants is based on the achievement of a specified cumulative three-year EBITDA target below which no shares will be issued. Also, during October 2021, we granted non-performance-based RSUs that vest over a period of three years. For performance-based stock awards granted to key employees in October 2020 and 2019, the final number of RSUs earned by participants is based on the achievement of a specified one-year EPS target and on the average share price for the 90-day period ended for the following three years. If the 90-day average share price of the Company’s stock in years one, two and three exceeds the 90-day average share price at the grant date by 100% or more the number of shares ultimately awarded could range up to 200% of the specified target award. In addition to the performance conditions, there is a service vesting condition that stipulates 50% of the award will vest three years from the grant date and 50% will vest approximately four years from the grant date, depending on the award date. The annual performance-based awards granted for each of the fiscal years presented were as follows:
|  | Performance-based stock awards granted |  |  | Number of additional shares earned under performance-based stock awards |
Fiscal 2022 |  |  | 47,749 |  |  |  | — |
Fiscal 2021 |  |  | 111,729 |  |  |  | 8,143 |
Fiscal 2020 |  |  | 108,844 |  |  |  | 5,104 |
We account for stock-based payments to employees, including grants of employee stock awards and purchases under employee stock purchase plans, in accordance with ASC 718, Compensation-Stock Compensation, which requires that stock-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. The fair value of RSU grants are determined based on the Company’s common stock closing price on the date of grant. The fair value of RSUs with market-based vesting features is also measured on the grant date but uses a binomial lattice model. The fair value of our market-based and performance-based RSUs is determined at the date of grant using generally accepted valuation techniques and the closing market price of our stock. The weighted-average fair value of RSUs granted during fiscal 2022, 2021, and 2020, was $249.04, $243.87, and $252.25, respectively. The Company also issues equity instruments in the form of RSUs under its Management Stock Purchase Plan (MSPP) and Director Stock Purchase Plan (DSPP). In addition, annual grants are made to members of the Company’s Board of Directors in the form of a set dollar value of RSUs. Grants to members of the Board of Directors vest based on the passage of time and continued service as a Director of the Company. Restricted shares and most non-performance-based RSUs generally vest in full three years from the date of grant. Changes in the number of unvested restricted stock and RSUs during the periods presented, together with the corresponding weighted-average fair values, are as follows:
|  | Restricted Stock and Restricted Stock Units |
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Unvested at June 30, 2019 |  |  | 628,806 |  |  | $ | 134.10 |
Granted |  |  | 271,542 |  |  |  | 252.25 |
Vested |  |  | (348,897 | ) |  |  | 77.33 |
Forfeited |  |  | (49,528 | ) |  |  | 181.89 |
Unvested at June 30, 2020 |  |  | 501,923 |  |  | $ | 173.18 |
Granted |  |  | 198,564 |  |  |  | 243.87 |
Vested |  |  | (240,950 | ) |  |  | 99.55 |
Forfeited |  |  | (33,566 | ) |  |  | 219.94 |
Unvested at June 30, 2021 |  |  | 425,971 |  |  | $ | 209.60 |
Granted |  |  | 237,723 |  |  |  | 249.04 |
Vested |  |  | (200,371 | ) |  |  | 114.01 |
Forfeited |  |  | (26,704 | ) |  |  | 249.09 |
Unvested at June 30, 2022 |  |  | 436,619 |  |  | $ | 253.02 |
The total intrinsic value of RSUs that vested during fiscal 2022, 2021, and 2020 was $49.6 million, $52.7 million and $79.6 million, respectively, and the income tax benefit realized was $12.9 million, $13.9 million and $15.9 million, respectively. As of June 30, 2022, there was no unrecognized compensation cost related to SSARs and stock options and $59.3 million of unrecognized compensation cost related to restricted stock and RSUs scheduled to be recognized over a weighted-average period of 2.3 years. Stock Purchase Plans The Company adopted the 2002 Employee Stock Purchase Plan (ESPP), MSPP and DSPP in November 2002, and implemented these plans beginning July 1, 2003. There are 1,500,000, 500,000, and 75,000 shares authorized for grants under the ESPP, MSPP and DSPP, respectively. The ESPP allows eligible full-time employees to purchase shares of common stock at 95% of the fair market value of a share of common stock on the last day of the quarter. The maximum number of shares that an eligible employee can purchase during any quarter is equal to two times an amount determined as follows: 20% of such employee’s compensation over the quarter, divided by 95% of the fair market value of a share of common stock on the last day of the quarter. The ESPP is a qualified plan under Section 423 of the Internal Revenue Code and, for financial reporting purposes, was amended effective July 1, 2005 so as to be considered non-compensatory. Accordingly, there is no stock-based compensation expense associated with shares acquired under the ESPP. As of June 30, 2022, participants have purchased 1,293,466 shares under the ESPP, at a weighted-average price per share of $71.89. Of these shares, 35,404 were purchased by employees at a weighted-average price per share of $257.40 during fiscal 2022. During the year ended June 30, 2013, the Company established a 10b5-1 plan to facilitate the open market purchase of shares of Company stock to satisfy its obligations under the ESPP. The MSPP provides those senior executives with stock holding requirements a mechanism to receive RSUs in lieu of up to 100% of their annual bonus. For the fiscal 2022, 2021, and 2020, RSUs awarded in lieu of bonuses earned were granted at 85% of the closing price of a share of the Company’s common stock on the date of the award, as reported by the New York Stock Exchange. RSUs granted under the MSPP vest at the earlier of 1) three-years from the grant date, 2) upon a change of control of the Company, 3) upon a participant’s retirement at or after age 65, or 4) upon a participant’s death or permanent disability. Vested RSUs are settled in shares of common stock. The Company recognizes the value of the discount applied to RSUs granted under the MSPP as stock compensation expense ratably over the three-year vesting period. Activity related to the MSPP during the year ended June 30, 2022 is as follows:
|  | MSPP |
RSUs outstanding, June 30, 2021 |  |  | 3,093 |
Granted |  |  | 2,789 |
Issued |  |  | (756 | )
Forfeited |  |  | (417 | )
RSUs outstanding, June 30, 2022 |  |  | 4,709 |
Weighted average grant date fair value as adjusted for the applicable discount |  | $ | 207.73 |
The DSPP allows directors to elect to receive RSUs at the market price of the Company’s common stock on the date of the award in lieu of up to 100% of their annual retainer fees. Vested RSUs are settled in shares of common stock. There were no DSPP awards outstanding during fiscal 2022.

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