XML 44 R23.htm IDEA: XBRL DOCUMENT
v3.25.0.1

OPTIONS AND AWARDS | 12 Months Ended
--- | ---
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
OPTIONS AND AWARDS | OPTIONS AND AWARDS 2022 Omnibus Incentive Plan (2022 Plan) — The Company has one stock incentive plan, the 2022 Omnibus Incentive Plan (the 2022 Plan), pursuant to which grants of the Company's securities may currently be made. Including the shares rolled over from the 2017 Omnibus Incentive Plan, the 2022 Plan provides for the issuance of 3,452 shares of common stock. The number of shares available to be issued under the 2022 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) two shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). Non-employee director options, to the extent granted, will vest and become exercisable in three equal annual installments, or the length of the term if less than three years, on the completion of each year of service measured from the grant date. All other options generally vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years from the date of grant. At December 31, 2024, the total number of shares available for issuance under the 2022 Plan was 346. The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for stock option awards. Determining the appropriate fair-value model and calculating the fair value of stock option awards at the grant date requires judgment, including estimating stock price volatility, expected option life, and forfeiture rates. The fair-value of the restricted stock awards at the grant date is based on the market price on the grant date, adjusted for forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. The Black-Scholes model required the Company to make several key judgments including: •The expected option term is calculated by the average of the contractual term of the options and the weighted average vesting period for all options. The calculation of the expected option term is based on the Company's experience due to sufficient history. •The Company utilizes its own experience to calculate estimated volatility for options granted. •The dividend yield is based on the Company's historical pattern of dividends as well as expected dividend patterns. •The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term. •Estimated forfeiture rate of approximately 4.86% per year is based on the Company's historical forfeiture activity of unvested stock options. Stock Options The Company granted 704, 1,008 and 581 stock options during the years ended December 31, 2024, 2023 and 2022, respectively. The Company used the following assumptions for stock options granted during the years ended December 31, 2024, 2023 and 2022:
Grant Year |  | Options Granted |  | Weighted Average Risk-Free Rate |  | Expected Life |  | Weighted Average Volatility |  | Weighted Average Dividend Yield
2024 |  | 704 |  | 4.3% |  | 6.2 years |  | 40.5% |  | 0.2%
2023 |  | 1,008 |  | 4.3% |  | 6.2 years |  | 41.3% |  | 0.2%
2022 |  | 581 |  | 2.8% |  | 6.2 years |  | 42.1% |  | 0.3%
For the years ended December 31, 2024, 2023 and 2022, the following represents the exercise price and fair value displayed at grant date for stock option grants:
Grant Year |  | Granted |  | Weighted Average Exercise Price |  | Weighted Average Fair Value of Options
2024 |  | 704 |  | $ | 132.46 |  |  | $ | 60.37 |
2023 |  | 1,008 |  | $ | 95.05 |  |  | $ | 43.85 |
2022 |  | 581 |  | $ | 85.74 |  |  | $ | 37.83 |
The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periods ended December 31, 2024, 2023 and 2022 and therefore, the intrinsic value was $0 at the date of grant. The following table represents the employee stock option activity during the years ended December 31, 2024, 2023 and 2022:
| Number of Options Outstanding |  | Weighted Average Exercise Price |  | Number of Options Vested |  | Weighted Average Exercise Price of Options Vested
January 1, 2022 | 4,038 |  |  | $ | 36.60 |  |  | 2,183 |  |  | $ | 21.02 |
Granted | 581 |  |  | 85.74 |  |  |  |  |
Forfeited | (98) |  |  | 59.52 |  |  |  |  |
Exercised | (688) |  |  | 18.43 |  |  |  |  |
December 31, 2022 | 3,833 |  |  | $ | 46.72 |  |  | 2,069 |  |  | $ | 28.87 |
Granted | 1,008 |  |  | 95.05 |  |  |  |  |
Forfeited | (91) |  |  | 71.44 |  |  |  |  |
Exercised | (759) |  |  | 24.21 |  |  |  |  |
December 31. 2023 | 3,991 |  |  | $ | 62.65 |  |  | 1,887 |  |  | $ | 39.58 |
Granted | 704 |  |  | 132.46 |  |  |  |  |
Forfeited | (76) |  |  | 86.92 |  |  |  |  |
Exercised | (632) |  |  | 35.28 |  |  |  |  |
December 31, 2024 | 3,987 |  |  | $ | 78.84 |  |  | 1,895 |  |  | $ | 52.64 |
The following table represents the employee stock option activity during the year ended December 31, 2024:
|  | Stock Options Outstanding |  | Stock Options Vested
|  |  |  | Number Outstanding |  | Black-Scholes Fair Value |  | Remaining Contractual Life (Years) |  | Vested and Exercisable
Year of Grant |  | Exercise Price |  |  |  |
2015 |  | $18.20 | - | $21.39 |  | 69 |  |  | $ | 537 |  |  | 1 |  | 69 |
2016 |  | 15.93 | - | 16.86 |  | 112 |  |  | 667 |  |  | 2 |  | 112 |
2017 |  | 15.80 | - | 19.41 |  | 148 |  |  | 867 |  |  | 3 |  | 148 |
2018 |  | 22.49 | - | 32.71 |  | 241 |  |  | 2,557 |  |  | 4 |  | 241 |
2019 |  | 41.07 | - | 45.76 |  | 417 |  |  | 6,557 |  |  | 5 |  | 417 |
2020 |  | 44.84 | - | 59.49 |  | 406 |  |  | 8,020 |  |  | 6 |  | 301 |
2021 |  | 73.47 | - | 83.64 |  | 458 |  |  | 15,041 |  |  | 7 |  | 251 |
2022 |  | 79.79 | - | 94.88 |  | 489 |  |  | 18,601 |  |  | 8 |  | 176 |
2023 |  | 89.83 | - | 98.83 |  | 951 |  |  | 41,753 |  |  | 9 |  | 180 |
2024 |  | $119.19 | - | $146.37 |  | 696 |  |  | 42,024 |  |  | 10 |  | — |
TOTAL |  |  |  |  |  | 3,987 |  |  | $ | 136,624 |  |  |  |  | 1,895 |
The aggregate intrinsic value of options outstanding, vested and expected to vest as of December 31, 2024, 2023 and 2022 is as follows:
|  | December 31,
Options |  | 2024 |  | 2023 |  | 2022
Outstanding |  | $ | 219,309 |  |  | $ | 197,819 |  |  | $ | 183,593 |
Vested |  | 152,011 |  |  | 137,048 |  |  | 136,000 |
Expected to vest |  | 63,243 |  |  | 56,759 |  |  | 43,232 |
The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options. At December 31, 2024, 2023 and 2022, t he aggregate intrinsic value of options that vested during the years ended December 31, 2024, 2023 and 2022 was $37,700, $31,658, and $27,955, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $60,358, $56,186, and $47,441, respectively. Restricted Stock Awards The Company granted 232, 219 and 233 restricted stock awards during the years ended December 31, 2024, 2023 and 2022, respectively. All awards were granted at an issue price of $0 and generally vest over five years. The fair value per share of restricted awards granted during the years ended December 31, 2024, 2023 and 2022 ranged from $116.65 to $149.12, $89.83 to $98.31 and $73.17 to $94.88, respectively. The fair value per share includes quarterly stock awards to non-employee directors. Included in the restricted stock award grants are $6,165 and $5,068 of annual bonuses that were settled in vested restricted stock awards during the years ended December 31, 2024 and 2023, respectively. A summary of the status of the Company's non-vested restricted stock awards as of December 31, 2024 and changes during the years ended December 31, 2024, 2023 and 2022 is presented below:
| Non-Vested Restricted Awards |  | Weighted Average Grant Date Fair Value
Nonvested at January 1, 2022 | 549 |  |  | $ | 52.16 |
Granted | 233 |  |  | 81.57 |
Vested | (269) |  |  | 54.06 |
Forfeited | (26) |  |  | 57.29 |
Nonvested at December 31, 2022 | 487 |  |  | $ | 64.92 |
Granted | 219 |  |  | 92.04 |
Vested | (255) |  |  | 64.21 |
Forfeited | (20) |  |  | 71.53 |
Nonvested at December 31, 2023 | 431 |  |  | $ | 78.91 |
Granted | 232 |  |  | 131.26 |
Vested | (215) |  |  | 86.97 |
Forfeited | (13) |  |  | 83.12 |
Nonvested at December 31, 2024 | 435 |  |  | $ | 102.71 |
During the year ended December 31, 2024, the Company granted 16 quarterly stock awards to non-employee directors for their service on the Company's board of directors. The fair value per share of these stock awards ranged from $116.65 to $149.12 based on the market price on the grant date. Long-Term Incentive Plan On August 27, 2019, the Board approved the Long-Term Incentive Plan (the 2019 LTI Plan). The 2019 LTI Plan provides that certain employees of the Company who assisted in the consummation of the spin-off of Pennant from the Company in 2019 were granted shares of restricted stock upon successful completion of the spin-off. The 2019 LTI Plan provides for the issuance of 500 shares of Pennant restricted stock. As of December 31, 2024, the 2019 LTI Plan was fully vested. The total stock-based compensation related to the 2019 LTI Plan was $546, $827, and $836 for the years ended December 31, 2024, 2023 and 2022, respectively. Stock-based compensation expense Stock-based compensation expense recognized for the Company's equity incentive plans and long-term incentive plan for the years ended December 31, 2024, 2023 and 2022 was as follows:
|  |  | Year Ended December 31,
|  |  |  |  | 2024 |  | 2023 |  | 2022
Stock-based compensation expense related to stock options |  |  |  |  | $ | 22,439 |  |  | $ | 17,221 |  |  | $ | 11,361 |
Stock-based compensation expense related to restricted stock awards |  |  |  |  | 11,662 |  |  | 11,845 |  |  | 9,920 |
Stock-based compensation expense related to restricted stock awards to non-employee directors |  |  |  |  | 2,082 |  |  | 1,688 |  |  | 1,439 |
TOTAL |  |  |  |  | $ | 36,183 |  |  | $ | 30,754 |  |  | $ | 22,720 |
In future periods, the Company expects to recognize approximately $84,914 and $38,434 in stock-based compensation expense for unvested options and unvested restricted stock awards, respectively, that were outstanding as of December 31, 2024. Future stock-based compensation expense will be recognized over 3.8 and 3.7 weighted average years for unvested options and restricted stock awards, respectively. There were 2,092 unvested and outstanding options as of December 31, 2024, of which 1,925 shares are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest as of December 31, 2024 was 6.7 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration