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Stock-Based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

14.    Stock-Based Compensation

As of December 31, 2019, we had awards outstanding under two Long-Term Incentive Plans, the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan (the “Plan”) and the 2011 Long-Term Incentive Plan (the “2011 Plan”, and together with the Plan - the “Plans”).  Our stockholders approved the Plan in 2013, which provides for the granting of stock options, performance share awards, restricted stock units, and other equity-based awards, to employees, directors and consultants.  As of December 31, 2019, approximately 3.4 million shares of common stock remained authorized for issuance under the Plan.  In addition, shares of common stock may be automatically added to the number of shares of common stock that may be issued as awards expire, are terminated, cancelled or forfeited, or are used to satisfy the required withholding taxes with respect to existing awards under the Plans. No new stock-based awards can be made under the 2011 Plan, but there are outstanding stock options under the 2011 Plan that continue to be exercisable. Upon the exercise or payment of stock-based awards, shares of common stock are issued from authorized common shares.

Stock-based compensation expense from continuing operations was as follows:

 

(In millions)

 

2019

 

 

 

2018

 

 

 

2017

 

Stock option awards

 

$

7.0

 

 

 

$

8.6

 

 

 

$

7.4

 

Restricted stock units

 

 

19.4

 

 

 

 

21.3

 

 

 

 

21.6

 

Performance awards

 

 

4.2

 

 

 

 

6.3

 

 

 

 

13.6

 

Director awards

 

 

1.2

 

 

 

 

1.0

 

 

 

 

1.0

 

Total pre-tax expense

 

 

31.8

 

 

 

 

37.2

 

 

 

 

43.6

 

Tax benefit

 

 

6.0

 

 

 

 

6.2

 

 

 

 

15.2

 

Total after tax expense

 

$

25.8

 

 

 

$

31.0

 

 

 

$

28.4

 

 

Included in compensation costs are cash-settled restricted stock units of $1.4 million that are classified as a liability. Compensation costs that were capitalized in inventory were not material.

Restricted Stock Units

Restricted stock units have been granted to officers and certain employees of the Company and represent the right to receive unrestricted shares of Company common stock subject to continued employment through each vesting date. Restricted stock units generally vest ratably over a three-year period. In addition, certain employees can elect to defer receipt of a portion of their RSU awards upon vesting.  Compensation cost is recognized over the service period. We calculate the fair value of each restricted stock unit granted by using the average of the high and low share prices on the date of grant.

A summary of activity with respect to restricted stock units outstanding under the Plans for the year ended December 31, 2019 was as follows:

 

 

 

Number of

Restricted

Stock Units

 

 

Weighted-Average

Grant-Date

Fair Value

 

Non-vested at December 31, 2018

 

 

660,375

 

 

$

58.63

 

Granted

 

 

468,617

 

 

 

49.46

 

Vested

 

 

(314,482

)

 

 

57.51

 

Forfeited

 

 

(58,028

)

 

 

52.78

 

Non-vested at December 31, 2019

 

 

756,482

 

 

$

53.89

 

 

The remaining unrecognized pre-tax compensation cost related to restricted stock units at December 31, 2019 was approximately $19.2 million, and the weighted-average period of time over which this cost will be recognized is 1.8 years.  The fair value of restricted stock units that vested during 2019, 2018 and 2017 was $15.2 million, $22.2 million and $20.3 million, respectively.  

Stock Option Awards

Stock options were granted to officers and certain employees of the Company and represent the right to purchase shares of Company common stock subject to continued employment through each vesting date. Stock options granted under the Plans generally vest over a three-year period and have a maturity of ten years from the grant date.

All stock-based compensation to employees is required to be measured at fair value and expensed over the requisite service period. We recognize compensation expense on awards on a straight-line basis over the requisite service period for the entire award.

The fair value of Fortune Brands options was estimated at the date of grant using a Black-Scholes option pricing model with the assumptions shown in the following table:

 

 

 

 

2019

 

 

 

2018

 

 

2017

Current expected dividend yield

 

 

 

1.5

%

 

 

1.3%

 

 

1.4%

Expected volatility

 

 

 

27.0

%

 

 

24.0%

 

 

26.0%

Risk-free interest rate

 

 

 

2.5

%

 

 

2.6%

 

 

1.9%

Expected term

 

 

5 years

 

 

 

5 years

 

 

5.5 years

 

The determination of expected volatility is based on a blended peer group volatility for companies in similar industries, at a similar stage of life and with similar market capitalization. The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected life of the stock options. The expected term is the period over which our employees are expected to hold their options. The expected term was determined based on the historical employee exercise behavior and the contractual term of the options. The dividend yield is based on the Company’s estimated dividend over the expected term.  The weighted-average grant date fair value of stock options granted under the Plans during the years ended December 31, 2019, 2018 and 2017 was $11.36, $14.14 and $13.49, respectively.

A summary of Fortune Brands stock option activity related to Fortune Brands and former employees of Fortune Brands, Inc., the Company from which we spun off from in 2011, for the year ended December 31, 2019 was as follows:

 

 

 

Options

 

 

Weighted-

Average

Exercise

Price

 

Outstanding at December 31, 2018

 

 

4,023,822

 

 

$

40.83

 

Granted

 

 

652,559

 

 

 

47.85

 

Exercised

 

 

(760,807

)

 

 

22.71

 

Expired/forfeited

 

 

(90,358

)

 

 

56.35

 

Outstanding at December 31, 2019

 

 

3,825,216

 

 

$

45.27

 

 

Options outstanding and exercisable at December 31, 2019 were as follows:

 

 

 

Options Outstanding (a)

 

 

Options Exercisable (b)

 

Range Of

Exercise Prices

 

Options

Outstanding

 

 

Weighted-

Average

Remaining

Contractual Life

 

 

Weighted-

Average

Exercise

Price

 

 

Options

Exercisable

 

 

Weighted-

Average

Exercise

Price

 

13.00 to 20.00

 

 

623,901

 

 

 

1.7

 

 

 

16.74

 

 

 

623,901

 

 

 

16.74

 

20.01 to 65.41

 

 

3,201,315

 

 

 

6.6

 

 

 

50.83

 

 

 

2,044,336

 

 

 

48.91

 

 

 

 

3,825,216

 

 

 

5.8

 

 

$

45.27

 

 

 

2,668,237

 

 

$

41.39

 

 

(a)

At December 31, 2019, the aggregate intrinsic value of options outstanding was $76.8 million.

(b)

At December 31, 2019 the weighted-average remaining contractual life of options exercisable was 4.6 years and the aggregate intrinsic value of options exercisable was $63.9 million.

The remaining unrecognized compensation cost related to unvested awards at December 31, 2019 was $4.9 million, and the weighted-average period of time over which this cost will be recognized is 1.6 years. The fair value of options that vested during the years ended December 31, 2019, 2018 and 2017 was $7.1 million, $6.7 million and $6.8 million, respectively. The intrinsic value of Fortune Brands stock options exercised in the years ended December 31, 2019, 2018 and 2017 was $26.0 million, $8.7 million and $70.6 million, respectively.

Performance Awards

Performance share awards were granted to officers and certain employees of the Company and represent the right to earn shares of Company common stock based on the achievement of company-wide non-GAAP performance conditions, including cumulative diluted earnings per share, average return on invested capital, average return on net tangible assets and cumulative EBITDA during the three-year performance period.  Compensation cost is amortized into expense over the performance period, which is generally three years, and is based on the probability of meeting performance targets. The fair value of each performance share award is based on the average of the high and low stock price on the date of grant.

The following table summarizes information about performance share awards as of December 31, 2019, as well as activity during the year then ended. The number of performance share awards granted are shown below at the target award amounts:

 

 

 

Number of

Performance Share

Awards

 

 

Weighted-Average

Grant-Date

Fair Value

 

Non-vested at December 31, 2018

 

 

409,091

 

 

$

57.50

 

Granted

 

 

310,471

 

 

 

47.77

 

Vested

 

 

(126,700

)

 

 

50.85

 

Forfeited

 

 

(37,205

)

 

 

55.74

 

Non-vested at December 31, 2019

 

 

555,657

 

 

$

53.71

 

 

The remaining unrecognized pre-tax compensation cost related to performance share awards at December 31, 2019 was approximately $7.0 million, and the weighted-average period of time over which this cost will be recognized is 1.8 years. The fair value of performance share awards that vested during 2019 was $8.3 million (186,249 shares).

Director Awards

Stock awards are used as part of the compensation provided to outside directors under the Plan. Awards are issued annually in the second quarter. In addition, outside directors can elect to have director fees paid in stock or can elect to defer payment of stock. Compensation cost is expensed at the time of an award based on the fair value of a share at the date of the award. In 2019, 2018 and 2017, we awarded 21,746, 19,109 and 15,311 shares of Company common stock to outside directors with a weighted average fair value on the date of the award of $54.48, $54.93 and $63.43, respectively.