Stock-Based Compensation Plans

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation PlansWe maintain the Flowserve Corporation 2020 Long-Term Incentive Plan (“2020 Plan”), which is a shareholder approved plan authorizing the issuance of 12,500,000 shares of our common stock in the form of restricted shares, restricted share units and performance-based units (collectively referred to as "Restricted Shares"), incentive stock options, non-statutory stock options, stock appreciation rights and bonus stock. Of the shares of common stock authorized under the 2020 Plan, 11,230,386 were available for issuance as of March 31, 2021. Restricted Shares primarily vest over a three year period. Restricted Shares granted to employees who retire and have achieved at least 55 years of age and 10 years of service continue to vest over the original vesting period ("55/10 Provision"). As of March 31, 2021, 114,943 stock options were outstanding. No stock options were granted or vested during the three months ended March 31, 2021 and 2020.

Restricted Shares – Awards of Restricted Shares are valued at the closing market price of our common stock on the date of grant. The unearned compensation is amortized to compensation expense over the vesting period of the restricted shares, except for awards related to the 55/10 Provision which are expensed in the period granted. We had unearned compensation of $45.2 million and $18.7 million at March 31, 2021 and December 31, 2020, respectively, which is expected to be recognized over a remaining weighted-average period of approximately two years. These amounts will be recognized into net earnings in prospective periods as the awards vest. The total fair value of Restricted Shares vested during the three months ended March 31, 2021 and 2020 was $23.4 million and $18.1 million, respectively.

We recorded stock-based compensation expense of $7.6 million ($9.8 million pre-tax) and $11.1 million ($14.3 million pre-tax) for the three months ended March 31, 2021 and 2020, respectively.

The following table summarizes information regarding Restricted Shares:


	Three Months Ended March 31, 2021
	Shares	Weighted Average Grant-Date Fair Value
Number of unvested shares:
Outstanding - January 1, 2021	1,373,657	$	46.76
Granted	947,047	39.47
Vested	(518,690)	45.17
Forfeited	(61,371)	52.31
Outstanding as of March 31, 2021	1,740,643	$	43.08

Unvested Restricted Shares outstanding as of March 31, 2021 included approximately 526,000 units with performance-based vesting provisions. Performance-based units are issuable in common stock and vest upon the achievement of pre-defined performance targets. Performance-based units issued in 2019 and 2020 have performance targets based on our average return on invested capital and our total shareholder return ("TSR") over a three-year period. Performance units issued in 2021 have primary performance targets based on average return on invested capital and free cash flow as a percent of net income, including a secondary relative total shareholder return performance measure which can increase or decrease the number of units by 15% depending on the Company's performance versus peers. Performance units issued in 2019 and 2020 have a vesting percentage between 0% and 200% and performance units issued in 2021 have a vesting percentage between 0% and 230%. Compensation expense is generally recognized ratably over a cliff-vesting period of 36 months, based on the fair value of our common stock on the date of grant, as adjusted for actual forfeitures. During the performance period, earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets for all performance-based units granted except for the TSR-based units. Vesting provisions range from 0 to approximately 1,101,000 shares based on performance targets. As of March 31, 2021, we estimate vesting of approximately 496,000 shares based on expected achievement of performance targets.