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STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

STOCK-BASED COMPENSATION.

STOCK-BASED COMPENSATION

NOTE 18. STOCK-BASED COMPENSATION

The Board of Directors Compensation Committee administers our stock plans. As of December 31, 2022, we had two active stock-based incentive compensation plans: the 2017 Omnibus Incentive Plan (“the 2017 Plan”) and the ESPP. We issue all new equity compensation grants under these two plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans.

On May 4, 2017, the stockholders approved the 2017 Plan, and all shares that were then available for issuance under the 2008 Omnibus Incentive Plan (“the 2008 Plan”) are now available for issuance under the 2017 Plan. The 2017 Plan and 2008 Plan provide for the grant of stock options, stock appreciation rights, restricted stock, stock units (including deferred stock units), unrestricted stock, and dividend equivalent rights. Any of the awards issued may be issued as performance-based awards to align stock compensation awards to the attainment of annual or long-term performance goals.

The following table summarizes information related to our stock-based incentive compensation plans:



		December 31, 2022
Shares available for future issuance under the 2017 Omnibus Incentive Plan		1,475
Shares available for future issuance under the Employee Stock Purchase Plan		619

Stock-based Compensation Expense

We recognize stock-based compensation expense based on the fair value of the awards issued and the functional area of the employee receiving the award. Stock-based compensation was as follows:


		Years Ended December 31,
		2022			2021			2020
Stock-based compensation expense		$	19,849		$	15,739		$	12,272

Estimated forfeiture rates for our stock-based compensation expense applicable to stock options and RSUs were approximately 9%, 8% and 5% for the years ended December 31, 2022, 2021 and 2020, respectively.

Restricted Stock Units

Generally, we grant RSUs with a three-year time-based vesting schedule. Certain RSUs contain performance-based or market-based vesting conditions in addition to the time-based vesting requirements. RSUs are generally granted with a grant date fair value based on the market price of our stock on the date of grant.

Changes in our unvested RSUs were as follows:


		Year Ended December 31, 2022
				Weighted-
				Average
		Number of		Grant Date
		RSUs		Fair Value
RSUs outstanding at beginning of period		627		$	76.37
RSUs granted		593		$	74.62
RSUs vested		(162)		$	83.16
RSUs forfeited		(255)		$	61.39
RSUs outstanding at end of period		803		$	78.46

The total intrinsic value of RSUs converted to shares for the years ended December 31, 2022, 2021 and 2020 was $13.6 million, $19.2 million, and $9.2 million, respectively. As of December 31, 2022, there was $35.3 million of total unrecognized compensation cost, net of expected forfeitures, related to non-vested RSUs, that we expect to recognize through December 2025, with a weighted-average remaining vesting period of 1.3 years.

Stock Options

Generally, we grant stock option awards with an exercise price equal to the market price of our stock at the date of grant and with either a three or four-year vesting schedule or performance-based vesting. Stock option awards generally have a term of ten years.

Changes in our stock options were as follows:


		Year Ended December 31, 2022
				Weighted-			Weighted-
				Average			Average
		Number of		Exercise Price			Remaining
		Options		per Share			Contractual Life
Options outstanding at beginning of period		112		$	24.41
Options granted		76		$	85.97
Options exercised		(37)		$	23.26
Options outstanding at end of period		151		$	55.48		5.63 years
Options vested at end of period		75		$	24.97		2.04 years

The total intrinsic value of options exercised for the years ended December 31, 2022, 2021 and 2020 was $2.6 million, $2.6 million, and $1.9 million, respectively. Options outstanding on December 31, 2022 have aggregate intrinsic value of $4.6 million. As of December 31, 2022, there was $1.8 million of total unrecognized compensation cost, net of expected forfeitures, related to the unvested options that we expect to recognize over a remaining period of 2.2 years.

Employee Stock Purchase Plan

The ESPP, a stockholder-approved plan, provides for the issuance of rights to purchase up to 1.5 million shares of common stock. Most employees are eligible to participate in the ESPP if employed for at least 20 hours per week during at least five months per calendar year. Participating employees may contribute up to the lesser of 15% of their eligible earnings or $5,000 during each plan period. Currently, the plan period is six months. The purchase price of common stock purchased under the ESPP is currently equal to the lower of 1) 85% of the fair market value of our common stock on the commencement date of each plan period or 2) 85% of the fair market value of our common shares on each plan period purchase date.

As of December 31, 2022, there was $0.5 million of total unrecognized compensation cost related to the ESPP that we expect to recognize over a remaining period of five months.

Estimating Fair Value

We estimated the fair value of each stock option and ESPP purchase right on the grant date using the Black-Scholes-Merton option pricing model with the following assumptions:


		Year Ended December 31,
Stock Options		2022
Risk-free interest rate		2.18	%
Expected dividend yield rate		0.5	%
Expected term		4.7 years
Expected volatility		48.6	%
Weighted average grant date fair value of options granted		$ 35.84


		Years Ended December 31,
ESPP		2022		2021		2020
Risk-free interest rates		1.63% - 4.65%	%	0.04% - 0.10	%	0.10% - 0.18%	%
Expected dividend yield rate		0.1	%	—	%	—	%
Expected term		0.5 years		0.5 years		0.5 years
Expected volatility		43.7	%	42.7	%	70.1	%