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Stock-Based Compensation
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation STOCK-BASED COMPENSATION
The Company’s 2014 Equity Incentive Plan (“2014 Plan”) authorizes the issuance of stock options, stock appreciation rights (“SARs”), restricted stock units, restricted stock, notional stock units, performance awards, dividend equivalent rights, and other stock-based awards, as well as cash-based awards, to employees, officers, directors, and other individuals providing services to the Company or its affiliates. As disclosed in Note 15 - Stockholder’s Equity, in February 2021, the Company increased the available shares of Class A Common Stock under the Company’s 2014 Plan by an additional 700,000 shares. The plan currently authorizes the issuance of up to 1,900,000 shares. As of December 31, 2021, there were 844,293 shares available for future awards.

In January 2019, the Company adopted the 2019 Executive Incentive Plan (“2019 Plan”), which is subject to the terms of the 2014 Plan, under which participating employees are eligible to receive grants of equity awards such as notional stock units and SARs. Under this plan, the Company has granted awards that are subject to either cliff-based or performance-based vesting. The cliff-based awards vest after three years of service. The performance-based awards vest if the company reaches or exceeds a pre-defined net income target for the three-year award term. Equity awards may be payable in common stock, cash, or a combination of both, at the discretion of the Board of Directors. Compensation costs for awards that are likely to be settled with cash payments are remeasured each reporting period based on the closing price of the Company’s common stock. These cumulative vested costs are accrued in Accounts Payable and Accrued Liabilities or Other Long-Term Liabilities. Equity awards that are payable in stock are accounted for as equity and compensation costs are amortized on a straight-line basis over the vesting period.
In 2019, under the 2014 Plan, the Company awarded notional stock units to participating executives for the three-year period ending December 31, 2021. As the original award, at grant date, was expected to be settled in cash, the Company had recorded cumulative compensation costs in Other Long-Term Liabilities at December 31, 2020. There were 206,183 notional stock units (two-thirds of these awards) paid in shares in April 2021, with the remainder anticipated to be paid in April 2022. As of March 31, 2021, the Company reclassified these shares to equity as the Board of Directors approved settlement in shares.

In 2020, the Company awarded participating executives notional stock units and stock appreciation rights for the three-year period ending April 26, 2023. These equity awards may be payable in common stock, cash, or a combination of both at the discretion of the Board of Directors. The cumulative vested costs have been accrued in Other Long-Term Liabilities as they are likely to be settled in cash.

In September 2021, the Company awarded participating executives notional stock units and SARs. The awards granted will be paid in shares on or before May 1, 2024, provided that a defined performance condition is achieved. In order to receive the award, the total cumulative net income as reported on the Company’s Form 10-Ks for the years ending December 31, 2021, 2022, and 2023 must be equal to or greater than $160 million. The grant date fair value of notional stock units is determined based on the closing price of Class A Common Stock on the grant date. The grant date fair value of the SARs were determined based on the Black-Scholes option-pricing model. The Company has concluded that it is probable that the performance condition will be achieved and therefore has recorded compensation cost. Compensation costs for these notional stock units and SARs are amortized to expense on a straight-line basis over the vesting period.

Compensation cost for restricted stock units and stock options is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period. As of December 31, 2021, there was $0.4 million of unrecognized compensation cost, adjusted for actual forfeitures, related to non-vested stock-based payments granted, of which $0.3 million relates to restricted stock units and $0.1 million relates to stock options. That cost is expected to be recognized over a weighted-average period of 12 months.

A summary of stock-based compensation costs is as follows (in millions):
 Year Ended December 31,
 20212020
 
Notional stock units and stock appreciation rights$11.6 $6.6 
Restricted stock units0.5 0.4 
Stock options0.1 0.1 
Total stock-based compensation costs$12.2 $7.1 
Total recognized tax benefit$(1.5)$ 

The total recognized tax benefit is reported at the federal statutory rate net of the tax valuation allowance.

Board Restricted Stock Units

Non-employee, independent directors are granted restricted stock units as part of their compensation for serving on the Board of Directors. Settlement of these restricted stock units is made in shares of Class A Common Stock only upon the director’s retirement or other end of service. The restricted stock units generally vest over one year; however, vesting is accelerated upon (1) the director attaining eligibility for retirement, (2) termination of the director’s service by reason of death or disability, or (3) a change in control. As of December 31, 2021, approximately 192,000 shares of restricted stock units could potentially be converted to Class A Common Stock once vested and settled.
The following table summarizes Centrus’ board restricted stock units activity:
Shares (in thousands)Weighted Average Grant Date Fair Value (per share)
Nonvested at December 31, 201974$3.09
Granted47$10.38
Vested(74)$3.09
Forfeited
Nonvested at December 31, 202047$10.38
Granted20$25.13
Vested(47)$10.38
Forfeited
Nonvested at December 31, 202120$25.13

Employee Restricted Stock Units

In 2021, certain employees were granted restricted stock units as part of their compensation. Settlement of these restricted stock units is made in shares of Class A Common Stock upon vesting. The restricted stock units generally vest after three years. As of December 31, 2021, approximately 4,000 shares of restricted stock units could potentially be converted to Class A Common Stock once vested and settled.

The following table summarizes Centrus’s employee restricted stock units activity:
Shares
(in thousands)
Weighted Average Grant Date Fair Value (per share)
Nonvested at December 31, 2020$—
Granted4$24.01
Vested
Forfeited
Nonvested at December 31, 20214$24.01


Stock Options

The intrinsic value of an option, if any, represents the excess of the fair value of the common stock over the exercise price. The fair value of stock option awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including Centrus’ estimates of stock price volatility, employee stock option exercise behaviors, future dividend payments, and risk-free interest rates.

The expected term of options granted is the estimated period of time from the beginning of the vesting period to the date of expected exercise or other settlement, based on historical exercises and post-vesting terminations. Centrus has estimated the expected term using the simplified method described in SEC Staff Accounting Bulletin Topic 14, Share-Based Payment, due to the lack of historical exercise and post-vesting termination information available for the Company since its reorganization. Future stock price volatility is estimated based on the Company’s historical volatility. The risk-free interest rate for the expected option term is based on the U.S. Treasury yield curve in effect at the time of grant. No cash dividends are expected in the foreseeable future and, therefore, an expected dividend yield of zero is used in the option valuation model.
There were no option grants in the years ended December 31, 2021, and 2020.

Stock options vest and become exercisable in equal annual installments over a three or four year period and expire ten years from the date of grant. A summary of stock option activity follows:
Stock Options (in thousands)Weighted Average Exercise PriceWeighted Average Remaining Contractual Life in YearsAggregate Intrinsic Value (in millions)
Outstanding at December 31, 2019518$4.026.2$1.5
Granted
Exercised(107)$3.43
Forfeited/Cancelled
Outstanding at December 31, 2020411$4.185.3$7.8
Granted
Exercised(217)$4.17
Forfeited/Cancelled
Outstanding at December 31, 2021194$4.184.4$8.9
Exercisable at December 31, 2021144$4.373.2$6.6

Stock options outstanding and options exercisable at December 31, 2021, are as follows:

Stock Exercise PriceOptions Outstanding (thousands)Remaining Contractual Life in YearsOptions Exercisable (thousands)
$4.371443.2144
$3.65507.8

Stock Appreciation Rights - 2020 Award

The intrinsic value of a SAR, if any, represents the excess of the fair value of the common stock over the exercise price. The fair value of SAR awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including Centrus’ estimates of stock price volatility, expected term, future dividend payments, and risk-free interest rates.

These SARs generally have a defined term of three years from award and are automatically exercised at the end of its term. Future stock price volatility is estimated based on the Company’s historical volatility. The risk-free interest rate for the expected term is based on the U.S. Treasury yield curve in effect at the time of grant. No cash dividends are expected in the foreseeable future and, therefore, an expected dividend yield of zero is used in the valuation model.
A summary of SARs with time-based vesting granted under the 2014 plan for the year ended December 31, 2021, are as follows:

Stock Appreciation Rights (in thousands) Weighted Average Exercise PriceWeighted Average Remaining Contractual Life in YearsAggregate Intrinsic Value (in millions)
Outstanding at December 31, 2019$—$—
Granted83.5$5.53
Exercised
Forfeited/Cancelled
Outstanding at December 31, 202083.5$5.532.3$1.47
Granted
Exercised
Forfeited/Cancelled
Outstanding at December 31, 202183.5$5.531.3$3.71
Exercisable at December 31, 202183.5$5.531.3$3.71

The weighted-average assumptions used in the valuation models to determine the fair value of SARs granted to employees under the 2014 Plan are as follows:

Year Ended December 31,
20212020
SARs Granted (in thousands)n/a83.5
Average Risk-Free Raten/a0.14%
Expected Volatilityn/a94%
Expected Term (Years)n/a2.3
Dividend Yieldn/a

Stock Appreciation Rights (Performance Condition) - 2021 Award

The intrinsic value of a SAR, if any, represents the excess of the fair value of the common stock over the exercise price. The fair value of SAR awards is estimated using the Black-Scholes option pricing model, which includes a number of assumptions including Centrus’ estimates of stock price volatility, expected term, future dividend payments, and risk-free interest rates.

These SARs generally have a defined term of three years from award and are automatically exercised at the end of its term if the performance condition has been met. Future stock price volatility is estimated based on the Company’s historical volatility. The risk-free interest rate for the expected term is based on the U.S. Treasury yield curve in effect at the time of grant. No cash dividends are expected in the foreseeable future and, therefore, an expected dividend yield of zero is used in the valuation model.
A summary of SARs with performance-based vesting granted under the 2014 plan in the year ended December 31, 2021, are as follows:
Stock Appreciation Rights (Performance Condition) (in thousands)Weighted Average Exercise PriceWeighted Average Remaining Contractual Life in YearsAggregate Intrinsic Value (in millions)
Outstanding at December 31, 2020$—$—
Granted21$19.44
Exercised
Forfeited/Cancelled
Outstanding at December 31, 202121$19.442.3$0.64
Exercisable at December 31, 202121$19.442.3$0.64



The weighted-average assumptions used in the valuation models to determine the fair value of SARs granted to employees under the 2014 Plan are as follows:

Year Ended December 31,
20212020
Stock Appreciation Rights Granted (in thousands)21.0n/a
Average Risk-Free Rate0.3%n/a
Expected Volatility82.8%n/a
Expected Term (Years)2.5n/a
Dividend Yieldn/a

Notional Stock Units - 2019 and 2020 Awards

A summary of notional stock units with time-based vesting granted under the 2014 plan for the year ended December 31, 2021, are as follows:
Shares (thousands)Weighted Average Grant Date Fair Value (per share)
Nonvested at December 31, 2019468$3.16
Granted125$5.53
Vested
Forfeited(22)$3.16
Nonvested at December 31, 2020571$3.68
Granted
Vested(319)$3.16
Forfeited
Nonvested at December 31, 2021252$4.33
Notional Stock Units (Performance Condition) - 2021 Award

A summary of notional stock units with performance-based vesting granted under the 2014 plan for the year ended December 31, 2021, are as follows:
Shares
(in thousands)
Weighted Average Grant Date Fair Value (per share)
Nonvested at December 31, 2020— $— 
Granted10$39.55
Vested — — 
Forfeited— — 
Nonvested at December 31, 202110 $39.55