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Shareholders' Equity
12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders’ Equity
Stock-Based Compensation
On April 2, 2024, the Company’s Board of Directors approved the 2024 Omnibus Equity Compensation Plan (the 2024 Plan), which was later approved by the shareholders of the Company on May 29, 2024. The 2024 Plan became effective upon receipt of the shareholders' approval on May 29, 2024 and is the successor equity compensation plan to the 2014 Equity Compensation Plan (the 2014 Plan) which was merged with and into the 2024 Plan. The 2024 Plan provides for the grant of stock options, stock units, stock awards, stock appreciation rights and other stock-based awards. No further grants will be made under the 2014 Plan, and shares with respect to all grants outstanding under the 2014 Plan will be issued or transferred under the 2024 Plan. Permitted grantees under the 2024 Plan include employees, non-employee directors and consultants who perform services for the Company. The plan is administered by the Compensation Committee of the Board of Directors of the Company. As of December 31, 2024, the Company has restricted stock units and non-qualified stock options outstanding under the 2024 Plan. As of December 31, 2024, a total of 13,602,000 shares of common stock remain available for issuance under the 2024 Plan for future grants.
The Company recognized stock-based compensation expense in its Consolidated Financial Statements in 2024, 2023 and 2022 as follows:
202420232022
Stock-based compensation expense$58,626 $31,308 $39,403 
Less: Deferred tax benefit(11,347)(5,989)(7,340)
Stock-based compensation expense, net of tax$47,279 $25,319 $32,063 
Stock Options
All outstanding stock options have performance-based vesting provisions that tie the vesting of stock options to the Company’s financial performance which are established at the time of grant, as well as a service condition which requires a minimum waiting period from the date of grant. The performance targets are measured annually on December 31. The amount of stock-based compensation expense recognized in the period is based upon management’s estimate of when the financial vesting targets may be achieved. Any change in management’s estimate could result in the remaining amount of stock-based compensation expense to be accelerated, spread out over a longer period, or reversed. This may cause volatility in the recognition of stock-based compensation expense in future periods and could materially affect the Company’s earnings.
The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the price of the Company’s common stock as well as other variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock exercise behaviors, risk-free interest rate and expected dividends. The Company primarily uses historical data to estimate the variables used in the option-pricing model except expected volatility. The Company uses a combination of historical and implied volatility.
The weighted average fair value of the Company’s stock options granted during 2024, 2023 and 2022 were $23.07, $15.70 and $17.95, respectively, using the following assumptions:
202420232022
Expected term (in years)5.325.325.84
Expected volatility23.64 %24.32 %27.79 %
Expected dividend yield1.11 %1.49 %1.40 %
Risk-free interest rate4.34 %3.95 %3.79 %
The Company reviews its estimates of when vesting targets will be achieved based upon financial performance on an annual basis. The Company revised its estimates during 2024 which resulted in an increase of $11,181 in stock-based compensation in comparison to the previous management estimate. The change in management’s estimate during 2023
resulted in a decrease of $6,941 and the change in estimate in 2022 resulted in a decrease of $4,915 in stock-based compensation expense in comparison to the previous management estimates.
As of December 31, 2024, there was approximately 6,755,000 unvested employee stock options with an unrecognized compensation cost of $67,910 that the Company expects will vest and be expensed through 2027 with a weighted average period of 2.1 years.
This table presents certain information relating to the Company’s stock option plans for 2024, 2023 and 2022:
Number of
Shares
Weighted
Average Price
Balance as of December 31, 202119,084,000 $54.35 
Granted2,215,000 61.74 
Exercised(1,537,000)35.03 
Expired or canceled(992,000)59.52 
Balance as of December 31, 202218,770,000 $56.52 
Granted1,871,000 62.01 
Exercised(2,148,000)45.11 
Expired or canceled(1,073,000)59.79 
Balance as of December 31, 202317,420,000 $58.31 
Granted1,376,000 85.77 
Exercised(2,411,000)50.42 
Expired or canceled(994,000)61.93 
Balance as of December 31, 202415,391,000 $61.77 
Exercisable as of December 31, 20248,636,000 $58.94 
The expiration dates for options outstanding at December 31, 2024 range from December 8, 2025 to December 12, 2034 with a weighted average remaining contractual life of 6.2 years.
Upon exercise of stock options, the Company will issue new shares of its common shares. The Company does not hold any shares in treasury. The total intrinsic value of options exercised during 2024 and 2023 was $54,101 and $34,499, respectively. The total options exercisable as of December 31, 2024 had an intrinsic value of $203,313. The total options outstanding as of December 31, 2024 had an intrinsic value of $324,138. The total intrinsic value for options outstanding and options exercisable is calculated as the difference between the market value of the Company’s common stock and the exercise price of the shares. The market value of the Company’s common stock as of December 31, 2024 was $82.48 as reported by the Nasdaq Stock Market, LLC.
Restricted Stock Units
The Company's restricted stock units (RSUs) are equivalent to one share of the Company's common stock. These equity awards are time-based and are not based on the achievement of performance targets. RSUs accrue dividends based on dividends paid on the Company's common stock and are paid in cash upon satisfaction of the vesting requirements related to the underlying RSU. The majority of the Company's RSUs will vest on the third anniversary of the issuance date.
This table presents certain information relating to the Company’s RSUs for 2024, 2023 and 2022:
Number of
RSUs
Weighted
Average Grant-Date Fair Value
Balance as of December 31, 2021— $— 
Granted467,000 61.27 
Vested— — 
Expired or canceled— — 
Balance as of December 31, 2022467,000 $61.27 
Granted373,000 61.76 
Vested(20,000)57.39 
Expired or canceled(24,000)61.85 
Balance as of December 31, 2023796,000 $61.58 
Granted395,000 83.02 
Vested(15,000)55.91 
Expired or canceled(53,000)61.93 
Balance as of December 31, 20241,123,000 $69.18 
As of December 31, 2024, the unrecognized compensation cost associated with the Company's RSUs was $52,685, which will be expensed through 2027 over a weighed average remaining period of 1.9 years.
Employee Stock Purchase Plan
The Company has an employee stock purchase plan that provides for offerings of common stock to eligible employees at a price equal to 85 percent of the fair market value of the stock at the end of the stock purchase period, as defined. The Company has reserved 15,652,000 shares for issuance under this plan. At December 31, 2024, 12,558,000 cumulative shares have been issued. There were no material costs incurred by the Company related to the employee stock purchase plan in 2024, 2023 and 2022.
Common Stock Buyback
The Board of Directors, under multiple authorizations, has authorized the purchase of the Company’s common stock on the open market or through private transactions. As of December 31, 2024, the Company had approximately $169,600 of authorization remaining for the purchase of common stock. The following table provides the total number of shares repurchased and the related total costs in 2024, 2023 and 2022:
YearTotal Number of
Shares Repurchased
Total Cost
20246,840,000 $512,477 
20235,237,000 310,769 
20225,914,000 338,442 
The cost of stock purchases during the annual period includes the cost of excise taxes applicable to stock repurchases and certain transactions that settled in the following year. The Company immediately retires its common stock when purchased. Upon retirement, the Company reduces Capital in excess of par value for the average capital per share outstanding and the remainder is charged against Retained earnings. If the Company reduces its Retained earnings to zero, any subsequent purchases of common stock will be charged entirely to Capital in excess of par value.
Cash Dividends
On May 29, 2024, the Board of Directors declared a cash dividend of $0.46 per share on the Company’s common stock, which was paid on June 18, 2024, to shareholders of record on June 10, 2024. On December 12, 2024, the Board of Directors declared a cash dividend of $0.49 per share on the Company’s common stock, which was paid on January 8, 2025, to shareholders of record on December 27, 2024.
The cash dividends declared in 2024, 2023 and 2022 were $123,119, $117,894 and $112,429, respectively. The Board of Directors has indicated its intention to declare future cash dividends on a semiannual basis.