Stock-Based Compensation Plans

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

We 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, 8,244,139 were available for issuance as of June 30, 2023. 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 June 30, 2023, 114,943 stock options were outstanding. No stock options have been granted or vested since 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 $30.6 million and $18.0 million at June 30, 2023 and December 31, 2022, respectively, which is expected to be recognized over a remaining weighted-average period of approximately one year. These amounts will be recognized into net earnings in prospective periods as the awards vest. The total fair value of Restricted Shares vested during both the three months ended June 30, 2023 and 2022 was $1.9 million. The total fair value of Restricted Shares vested during the six months ended June 30, 2023 and 2022 was $23.7 million and $22.5 million, respectively.

We recorded stock-based compensation expense of $4.6 million ($5.9 million pre-tax) for both the three months ended June 30, 2023 and 2022, respectively. We recorded stock-based compensation expense of $12.3 million ($15.9 million pre-tax) and $13.1 million ($16.9 million pre-tax) for the six months ended June 30, 2023 and 2022, respectively.

The following table summarizes information regarding Restricted Shares:


	Six Months Ended June 30, 2023
	Shares	Weighted Average Grant-Date Fair Value
Number of unvested shares:
Outstanding as of January 1, 2023	1,697,779	$	37.17
Granted	908,866	36.16
Vested	(630,529)	37.61
Forfeited	(198,545)	44.22
Outstanding as of June 30, 2023	1,777,571	$	35.71

Unvested Restricted Shares outstanding as of June 30, 2023 included approximately 470,000 units with performance-based vesting provisions issuable in common stock and vest upon the achievement of pre-defined performance metrics. Targets for outstanding performance awards are based on our average return on invested capital and free cash flow as a percent of net income over a three-year period. Performance units issued in 2023, 2022 and 2021 include a secondary measure, relative total shareholder return, which can increase or decrease the number of vesting units by 15% depending on the Company's performance versus peers. Performance units issued have a vesting percentage up to 230%. Compensation expense is recognized ratably over a cliff-vesting period of 36 months, based on the fair value of our common stock on the date of grant, 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. Vesting provisions range from 0 to approximately 1,081,000 shares based on performance targets. As of June 30, 2023, we estimate vesting of approximately 368,000 shares based on expected achievement of performance targets.