XML 50 R18.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Stock-Based Compensation Plans | 12 Months Ended
--- | ---
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans | 10. STOCK-BASED COMPENSATION PLANS Our total stock based compensation expense, which includes expense related to restricted stock awards, restricted stock unit awards, performance share unit awards, and stock options associated with our employee stock purchase plan, was $36.1 million in 2024, $32.9 million in 2023, and $31.8 million in 2022. We recorded a tax benefit related to stock-based compensation expense of $2.8 million in 2024, $2.3 million in 2023, and $1.6 million in 2022. Our stock-based employee compensation plans are described below. 2016 Omnibus Stock Incentive Plan We have a stock-based employee compensation plan with awards outstanding under the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") and Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. The 2016 Plan is intended to advance our long-term success by encouraging stock ownership among key employees and the Board of Directors. Awards may be in the form of stock options, stock appreciation rights, restricted stock awards ("RSA"), restricted stock units ("RSU"), performance share units ("PSU"), performance units, or performance cash. The 2016 Plan has a minimum vesting period of one year for awards granted. Restricted Stock, Restricted Stock Units, and Performance Share Units The 2016 Plan permits the award of RSAs, RSUs, or PSUs to directors and key employees responsible for the management, growth and protection of our business. RSUs granted to employees under the 2016 Plan generally vest either in full upon three years from the date of grant or on a pro rata basis over a three-year term. RSUs granted to employees are converted into shares of our common stock at vesting. The RSAs and RSUs granted to directors under the 2016 Plan generally vest in full upon one year from the date of grant. RSAs are legally issued common stock at the time of grant, with certain restrictions placed on them. RSUs granted to directors are converted into shares of our common stock at the time of the director's retirement. The fair value of RSAs and RSUs that vest solely based on continued service under the Plan is determined by the product of the number of shares granted and the grant date market price of our common stock. PSUs granted to key executives have performance periods ranging from two to three years and vest depending on the Company’s achievement of predetermined targets related to both performance and market criteria. All PSUs awards are converted into shares of our common stock or settled in cash at the time the award value is finalized. During the year ended December 31, 2024, the Company modified certain PSU awards to allow for settlement in the form of either cash or stock. The modification required the awards to be recorded as liability-classified awards. Compensation expense related to modified stock-based awards is based on the fair value for those awards as of the modification date with any remaining incremental stock-based compensation expense recognized ratably over the remaining requisite service period. As a result of the modification, the Company recorded stock-based compensation expense of $4.1 million during the year ended December 31, 2024. At December 31, 2024, the Company had $25.0 million recorded as liability-classified awards, which is included in accrued expense and other liabilities in the accompanying Consolidated Balance Sheets. A summary of the 2024 RSA's, RSU's, and PSUs granted to certain executives, employees, and the Board of Directors is presented below (shares/units in thousands):
Grant Year |  | Award Type |  | Number of Units Awarded(1) |  | Vesting Terms
2024 |  | PSU |  | 63 |  | Three-year performance and service period ending in 2026
2024 |  | RSU |  | 138 |  | Vest equally over three service periods ending in 2026
2024 |  | RSU |  | 6 |  | One year service period ending in 2025
2024 |  | RSA |  | 4 |  | One year service period ending in 2025
(1) PSUs presented are based on the target number of units for the original PSU grant. Activity for our RSAs, RSUs, and PSUs is presented below (shares/units in thousands):
| PSUs |  | RSAs and RSUs |  | Total
(in thousands, except grant date values) | Number of Shares / Units |  | Weighted Average Grant Date Fair Value |  | Number of Shares / Units |  | Weighted Average Grant Date Fair Value |  | Number of Shares / Units |  | Weighted Average Grant Date Fair Value
Balance, December 31, 2021 | 958 |  |  | $ | 41.50 |  |  | 358 |  |  | $ | 67.51 |  |  | 1,316 |  |  | $ | 45.14 |
Granted | 68 |  |  | $ | 110.13 |  |  | 134 |  |  | $ | 111.08 |  |  | 202 |  |  | $ | 110.76 |
Performance adjustment(1) | 94 |  |  | $ | 91.23 |  |  | — |  |  | $ | — |  |  | 94 |  |  | $ | 91.23 |
Vested | (368) |  |  | $ | 57.66 |  |  | (183) |  |  | $ | 79.45 |  |  | (551) |  |  | $ | 64.83 |
Forfeited | (11) |  |  | $ | 106.90 |  |  | (12) |  |  | $ | 102.36 |  |  | (23) |  |  | $ | 104.41 |
Balance, December 31, 2022 | 741 |  |  | $ | 45.04 |  |  | 297 |  |  | $ | 80.09 |  |  | 1,038 |  |  | $ | 55.07 |
Granted | 62 |  |  | $ | 134.12 |  |  | 142 |  |  | $ | 124.89 |  |  | 204 |  |  | $ | 127.69 |
Performance adjustment(1) | 49 |  |  | $ | 127.15 |  |  | — |  |  | $ | — |  |  | 49 |  |  | $ | 127.15 |
Vested | (305) |  |  | $ | 62.10 |  |  | (164) |  |  | $ | 90.10 |  |  | (469) |  |  | $ | 71.91 |
Forfeited | — |  |  | $ | — |  |  | (7) |  |  | $ | 99.74 |  |  | (7) |  |  | $ | 99.74 |
Balance, December 31, 2023 | 547 |  |  | $ | 99.64 |  |  | 268 |  |  | $ | 69.60 |  |  | 815 |  |  | $ | 139.72 |
Granted | 63 |  | $ | 115.22 |  |  | 148 |  |  | $ | 123.37 |  |  | 211 |  | $ | 120.93 |
Performance adjustment(1) | 68 |  | $ | 110.12 |  |  | — |  |  | $ | — |  |  | 68 |  | $ | 110.13 |
Vested | (343) |  |  | $ | 68.11 |  |  | (163) |  |  | $ | 99.51 |  |  | (506) |  |  | $ | 78.25 |
Forfeited | — |  |  | $ | — |  |  | (12) |  |  | $ | 122.46 |  |  | (12) |  |  | $ | 122.46 |
Balance, December 31, 2024 | 335 |  | $ | 60.83 |  |  | 241 |  | $ | 110.48 |  |  | 576 |  | $ | 81.58 |
(1)Adjustment to number of target units awarded for PSUs based on achievement of underlying performance goals. The fair value of shares and units vested was $69.7 million in 2024, $55.0 million in 2023, and $56.9 million in 2022. A summary of total unrecognized stock-based compensation expense related to RSAs, RSUs, and PSUs (based on current performance estimates), on December 31, 2024, is presented below:
(in millions, except years) | December 31, 2024 |  | Weighted Average Remaining Vesting Period (Years)
Unrecognized expense: |  |  |
RSU & RSA | $ | 9.6 |  |  | 1.84
PSU | 1.1 |  |  | 1.35
Total | $ | 10.7 |  |  | 1.79
Employee Stock Purchase Plan Under the Employee Stock Purchase Plan (the "ESP Plan"), we are authorized to sell, pursuant to short-term stock options, shares of our common stock to our full-time and qualifying part-time employees at a discount from our common stock’s fair market value. The ESP Plan operates on the basis of recurring, consecutive one-year periods. Each period commences on August 1 and ends on the following July 31. Compensation expense related to the ESP Plan was not material for any year included in our accompanying Consolidated Statements of Comprehensive Income.

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