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Stock-Based Compensation Plans | 12 Months Ended
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Dec. 31, 2020
Share-based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans | Stock-Based Compensation Plans Employee Stock Purchase Plan On April 6, 2017, the board approved the 2017 Employee Stock Purchase Plan (“2017 ESPP”), which was approved by shareholders at the 2017 Annual Shareholder meeting. The 2017 ESPP provides employees with an opportunity to purchase shares of the Company’s common stock. Under the Company’s 2017 ESPP, a total of 3,000,000 shares of the Company’s common stock have been reserved for issuance to eligible employees. Participating employees are permitted to designate up to the lesser of $25,000 or 10% of their annual base compensation for the purchase of common stock under the ESPP. Purchases under the ESPP are made one calendar month after the end of each fiscal quarter. The price for shares of common stock purchased under the ESPP is 85% of the stock’s fair market value on the last business day of the three-month participation period. Additionally, the discount offered pursuant to the Company’s ESPP discussed above is 15%, which exceeds the 5% non-compensatory guideline in ASC 718 and exceeds the Company’s estimated cost of raising capital. Consequently, the entire 15% discount to employees is deemed to be compensatory for purposes of calculating expense using a fair value method. Compensation expense related to the ESPP for the years ended December 31, 2020, 2019, and 2018, was approximately $0.7 million, $0.6 million, and $0.5 million, respectively. Stock Incentive Plans – Active Plans 2020 Equity and Incentive Compensation Plan On June 9, 2020, upon recommendation of the board, stockholders approved the ACI Worldwide, Inc. 2020 Equity and Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan authorizes the board to provide for equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, the Company’s common stock ("awards"). The purpose of the 2020 Plan is to provide incentives and rewards for service and/or performance by providing awards to non-employee directors, officers, other employees, and certain consultants and other service providers of the Company and its subsidiaries. Following the approval of the 2020 Plan, the 2016 Equity and Performance Incentive Plan (the “2016 Incentive Plan”) was terminated. Termination of the 2016 Incentive Plan did not affect any equity awards outstanding under the 2016 Incentive Plan. Subject to adjustment and share counting rules as described in the 2020 Plan, a total of 6,658,754 shares of common stock are available for awards granted under the 2020 Plan. Shares underlying certain awards under the 2020 Plan, the Company’s 2005 Equity and Performance Incentive Plan (the "2005 Incentive Plan"), and the 2016 Incentive Plan (each including as amended or amended and restated) that are cancelled or forfeited, expire, are settled for cash, or are unearned after June 9, 2020, will again be available under the 2020 Plan. The board generally will be able to amend the 2020 Plan, subject to stockholder approval in certain circumstances, as described in the 2020 Plan. 2016 Equity and Performance Incentive Plan On March 23, 2016, the board approved the 2016 Incentive Plan. The 2016 Incentive Plan is intended to meet the Company’s objective of balancing stockholder concerns about dilution with the need to provide appropriate incentives to achieve Company performance objectives. The 2016 Incentive Plan was adopted by the stockholders on June 14, 2016. Following the adoption of the 2016 Incentive Plan, the 2005 Incentive Plan was terminated. Termination of the 2005 Incentive Plan did not affect any equity awards outstanding under the 2005 Incentive Plan. The 2016 Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted share and restricted share units, performance shares and performance units, and other awards (“awards”). Subject to adjustment in certain circumstances, the maximum number of shares of common stock that may be issued or transferred in connection with awards granted under the 2016 Incentive Plan will be the sum of (i) 8,000,000 shares of common stock and (ii) any shares of common stock that are represented by options previously granted under the 2005 Incentive Plan which are forfeited, expire, or are cancelled without delivery of common stock or which result in the forfeiture or relinquishment of common stock back to the Company. To the extent awards granted under the 2016 Incentive Plan terminate, expire, are cancelled without being exercised, are forfeited or lapse for any reason, the shares of common stock subject to such award will again become available for grants under the 2016 Incentive Plan. The 2016 Incentive Plan expressly prohibits re-pricing stock options and appreciation rights. The 2016 Incentive Plan also, subject to certain limited exceptions, expressly requires a one-year vesting period for all stock options and appreciation rights. No eligible person selected by the board to receive awards (“participant”) will receive stock options, stock appreciation rights, restricted share awards, restricted share units, and other awards under the 2016 Incentive Plan, during any calendar year, for more than 3,000,000 shares of common stock. In addition, no participant may receive performance shares or performance units having an aggregate value on the date of grant in excess of $9,000,000 during any calendar year. Each of the limits described above may be adjusted equitably to accommodate a change in the capital structure of the Company. 2005 Equity and Performance Incentive Plan The Company had a 2005 Incentive Plan, as amended, under which shares of the Company’s common stock were reserved for issuance to eligible employees or non-employee directors of the Company. The 2005 Incentive Plan provided for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, performance awards, and other awards. The maximum number of shares of the Company’s common stock that was issued or transferred in connection with awards granted under the 2005 Incentive Plan was the sum of (i) 23,250,000 shares and (ii) any shares represented by outstanding options that had been granted under designated terminated stock option plans that were subsequently forfeited, expired, or are cancelled without delivery of the Company’s common stock. Stock Options Stock options granted pursuant to the Company's incentive plans were granted at an exercise price not less than the market value per share of the Company’s common stock on the date of grant. The term of the outstanding options may not exceed ten years nor be less than one year. Vesting of options is determined by the compensation committee of the board and the administrator of the respective plan and can vary based upon the individual award agreements. In addition, outstanding options do not have dividend equivalent rights associated with them. A summary of stock option activity is as follows:
|  | Number of Shares |  | Weighted Average Exercise Price ($) |  | Weighted Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value of In-the-Money Options ($)
Outstanding, December 31, 2019 |  | 4,006,816 |  |  | $ | 18.18 |  |  |  |  |
Exercised |  | (1,756,471) |  |  | 18.53 |  |  |  |  |
Forfeited |  | (57,744) |  |  | 19.08 |  |  |  |  |
Expired |  | (6,090) |  |  | 18.44 |  |  |  |  |
Outstanding, December 31, 2020 |  | 2,186,511 |  |  | $ | 17.87 |  |  | 3.96 |  | $ | 44,944,958 |
Exercisable, December 31, 2020 |  | 2,039,275 |  |  | $ | 17.72 |  |  | 4.16 |  | $ | 42,231,530 |
The weighted average grant date fair value of stock options granted during the year ended December 31, 2018, was $7.03. The Company did not grant stock options during the years ended December 31, 2020 and 2019. The total intrinsic value of stock options exercised during the years ended December 31, 2020, 2019, and 2018, was $19.5 million, $16.0 million, and $15.8 million, respectively. The fair value of options granted during the year ended December 31, 2018, were estimated on the date of grant using the Black-Scholes option-pricing model, acceptable under ASC 718, with the following weighted average assumptions:
| Year Ended December 31, 2018 |  |  |  |
Expected life (years) | 5.6 |  |  |  |
Risk-free interest rate | 2.7 | % |  |  |  |
Expected volatility | 26.4 | % |  |  |  |
Expected dividend yield | — |  |  |  |  |
Expected volatilities are based on the Company’s historical common stock volatility, derived from historical stock price data for periods commensurate with the options’ expected life. The expected life of options granted represents the period of time options are expected to be outstanding, based primarily on historical employee option exercise behavior. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon bonds issued with a term equal to the expected life at the date of grant of the options. The expected dividend yield is zero, as the Company has historically paid no dividends and does not anticipate dividends to be paid in the future. Long-term Incentive Program Performance Share Awards During the year ended December 31, 2017, pursuant to the Company’s 2016 Incentive Plan, the Company granted long-term incentive program performance share awards (“LTIP performance shares”). These LTIP performance shares were earned based upon the achievement, over a specified period that must not be less than one year and is typically a three-year performance period, of performance goals related to (i) the compound annual growth over the performance period in the sales for the Company as determined by the Company, and (ii) the cumulative operating income or EBITDA over the performance period as determined by the Company. Up to 200% of the LTIP performance shares could be earned upon achievement of performance goals equal to or exceeding the maximum target levels for the performance goals over the performance period. On a quarterly basis, management evaluated the probability that the threshold performance goals would be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the consolidated financial statements. A summary of the nonvested LTIP performance shares is as follows:
|  | Number of Shares at Expected Attainment |  | Weighted Average Grant Date Fair Value
Nonvested at December 31, 2019 |  | 669,469 |  |  | $ | 20.12 |
Vested |  | (668,240) |  |  | 20.12 |
Forfeited |  | (5,368) |  |  | 20.12 |
Change in expected attainment |  | 4,139 |  |  | 20.12 |
Nonvested at December 31, 2020 |  | — |  |  | $ | — |
During the year ended December 31, 2020, a total of 668,240 LTIPs vested. The Company withheld 165,237 of those shares to pay the employees' portion of the minimum payroll withholding taxes. Restricted Share Awards During the year ended December 31, 2017, pursuant to the Company’s 2016 Incentive Plan, the Company granted RSAs. The awards had requisite service periods of three years and vested in increments of 33% on the anniversary of the grant dates. Under each arrangement, shares were issued without direct cost to the employee. The Company estimated the fair value of the RSAs based upon the market price of the Company’s stock on the date of grant. The RSA grants provided for the payment of dividends on the Company’s common stock, if any, to the participant during the requisite service period, and the participant had voting rights for each share of common stock. The Company recognized compensation expense for RSAs on a straight-line basis over the requisite service period. A summary of nonvested RSAs is as follows:
|  | Number of Shares |  | Weighted Average Grant Date Fair Value
Nonvested at December 31, 2019 |  | 92,842 |  |  | $ | 20.13 |
Vested |  | (88,913) |  |  | 20.12 |
Forfeited |  | (3,929) |  |  | 20.35 |
Nonvested at December 31, 2020 |  | — |  |  | $ | — |
During the year ended December 31, 2020, a total of 88,913 RSAs vested. The Company withheld 28,233 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. Total Shareholder Return Awards During the years ended December 31, 2020, 2019, and 2018, pursuant to the 2016 Incentive Plan, the Company granted total shareholder return awards (“TSRs”). TSRs are performance shares that are earned, if at all, based upon the Company’s total shareholder return as compared to a group of peer companies over a three-year performance period. The award payout can range from 0% to 200%. To determine the grant date fair value of the TSRs, a Monte Carlo simulation model is used. The Company recognizes compensation expense for the TSRs over a three-year performance period based on the grant date fair value. A summary of nonvested TSRs is as follows:
|  | Number of Shares |  | Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2019 |  | 1,062,291 |  |  | $ | 35.77 |
Granted |  | 677,195 |  |  | 30.01 |
Vested |  | (199,413) |  |  | 24.37 |
Forfeited |  | (158,086) |  |  | 36.69 |
Change in payout rate |  | (14,259) |  |  | 24.37 |
Nonvested as of December 31, 2020 |  | 1,367,728 |  |  | $ | 34.59 |
During the year ended December 31, 2020, a total of 199,413 TSRs awards granted in fiscal 2017 vested and achieved a payout rate of 93% based on the Company's total shareholder return as compared to a group of peer companies over a three-year performance period. The Company withheld 53,033 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. The fair value of TSRs granted during the years ended December 31, 2020, 2019, and 2018, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, using the following weighted-average assumptions:
| Years Ended December 31,
| 2020 |  | 2019 |  | 2018
Expected life (years) | 2.8 |  | 2.8 |  | 2.9
Risk-free interest rate | 0.5 | % |  | 2.5 | % |  | 2.4 | %
Volatility | 31.4 | % |  | 29.3 | % |  | 28.0 | %
Expected dividend yield | — |  |  | — |  |  | — |
Restricted Share Units During the years ended December 31, 2020, 2019, and 2018, pursuant to the 2020 Plan and the 2016 Incentive Plan, the Company granted restricted share unit awards (“RSUs”). RSUs generally have requisite service periods of three years and vest in increments of 33% on the anniversary of the grant dates. RSUs granted to the board vest one year from grant or as of the next annual shareholders meeting, whichever is earlier. Under each arrangement, RSUs are issued without direct cost to the employee on the vesting date. The Company estimates the fair value of the RSUs based upon the market price of the Company’s stock on the date of grant. The Company recognizes compensation expense for RSUs on a straight-line basis over the requisite service period. A summary of nonvested RSUs is as follows:
|  | Number of Shares |  | Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2019 |  | 1,009,404 |  |  | $ | 29.96 |
Granted |  | 816,543 |  |  | 25.72 |
Vested |  | (431,504) |  |  | 29.60 |
Forfeited |  | (276,261) |  |  | 28.57 |
Nonvested as of December 31, 2020 |  | 1,118,182 |  |  | $ | 27.34 |
During the year ended December 31, 2020, a total of 431,504 RSUs vested. The Company withheld 121,564 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. As of December 31, 2020, there was unrecognized compensation expense of $18.9 million related to RSUs, $17.6 million related to TSRs, and less than $0.1 million related to nonvested stock options, which the Company expects to recognize over weighted average periods of 1.8 years, 1.9 years, and 0.2 years, respectively. The Company recorded stock-based compensation expense recognized under ASC 718 during the years ended December 31, 2020, 2019, and 2018, of $29.6 million, $36.8 million, and $20.4 million, respectively, with corresponding tax benefits of $5.4 million, $5.9 million, and $3.9 million, respectively. The Company recognizes compensation expense for stock option awards that vest with only service conditions on a straight-line basis over the requisite service period. The Company recognizes compensation expense for stock option awards that vest with service and market-based conditions on a straight-line basis over the longer of the requisite service period or the estimated period to meet the defined market-based condition.

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