Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Our executive and director stock-based compensation plans are described more fully in the 2024 10-K.

Equity Awards

Performance-based award units totaling 278,193 and 272,844 were awarded to most officers, including all Section 16 officers, during 2025 and 2024 Quarters, respectively. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter.

For awards granted under the 2025 performance award plan, 70% of the award is earned based on achievement of earnings before taxes targets over three 1-year periods and 30% of the award is earned based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. For awards granted under the 2024 and 2023 performance award plan, 80% of the award is earned based on achievement of earnings before taxes targets over three 1-year periods and 20% of the award is earned based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. The performance component of these awards is deemed granted when targets are set while the TSR component of these awards is deemed granted upon issuance. During the 2025 Period, the following units were granted based upon the establishment of performance targets:


	Performance-based Award Units Granted in 2025	Weighted Average Grant Date Fair Value Per Share
2025 Performance Award Plan	140,597	$37.07
2024 Performance Award Plan	68,794	$39.75
2023 Performance Award Plan	69,169	$39.99

For awards granted under these performance award plans, the number of units are adjusted at the end of each performance period based on attainment of certain performance targets and on market conditions, pursuant to the terms of the award agreements. As of June 30, 2025, there were 191,810 shares associated with performance awards that had been awarded to employees, but which are not deemed granted due to the underlying performance targets having not yet been established.

Liability Awards

SGI awards granted to executives vest and become payable at a rate of 1/3 of the total award each year. Performance-based awards were awarded to non-Section 16 executives and will be settled in cash on a single date each year.


	Location in Statement of Operations	3ME June 30,				6ME June 30,
(in millions)		2025		2024		2025		2024
SGI awards	G&A	$	12	$	7	$	9	$	12
Performance-based awards for non-Section 16 executives	G&A	—		2		2		10


Liabilities (in millions)	Location on Balance Sheet	June 30, 2025		December 31, 2024
SGI awards	Accrued salaries, wages and benefits and other noncurrent liabilities	$	28	$	51
Performance-based awards for non-Section 16 executives	Accrued salaries, wages and benefits and other noncurrent liabilities	19		30