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Equity Incentive Plans
6 Months Ended
Jun. 30, 2017
Equity Incentive Plans  
Equity Incentive Plans

10. Equity Incentive Plans

Restricted Stock and Performance Stock Units

On January 22, 2016, the Company’s board of directors adopted the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan (“2015 Plan”) pursuant to which the Company may grant stock options, stock appreciation rights, restricted shares of common stock, restricted stock units ("RSUs"), performance stock units ("PSUs") and other stock-based and cash-based awards to members of the board of directors, officers, employees, consultants and advisors of the Company. The 2015 Plan is administered by the compensation committee (the “Administrator”). The Administrator has the authority to establish the terms and conditions of any award issued or granted under the 2015 Plan. Each share issued with respect to RSUs and PSUs granted under the 2015 Plan reduces the number of shares available for grant. RSUs and PSUs forfeited and shares withheld to satisfy tax withholding obligations increase the number of shares available for grant. All RSUs and PSUs granted under the 2015 Plan have dividend equivalent rights (“DERs”), which entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock. DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs. DERs are paid when the underlying shares vest. As of June 30, 2017, a total of 4,602,126 authorized shares of the Company’s common stock remain available for issuance under the 2015 Plan.

A summary of the Company’s RSUs and PSUs as of June 30, 2017 and changes during the six months then ended is presented below: 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Number

 

Average

 

 

of

 

Fair

 

    

RSUs and PSUs

    

Value

 

 

 

 

 

 

 

Outstanding at December 31, 2016

 

 

2,459,166

 

$

20.40

Granted

 

 

183,086

 

 

18.47

Vested

 

 

(409,846)

 

 

20.40

Forfeited

 

 

(194,070)

 

 

20.45

Outstanding at June 30,  2017

 

 

2,038,336

 

$

20.22

 

RSUs settled during the first quarter of 2017, resulted in the issuance of 409,846 shares of common stock, of which 51,467 shares of common stock were delivered to the Company as payment by employees in lieu of cash to satisfy tax withholding obligations. As of June 30, 2017 no PSUs have vested.

On June 12, 2017, the Company’s board of directors approved two grants of RSUs to members of the board of directors. The first grant vests on the one-year anniversary of the Company’s IPO, subject to continued service on the board of directors through  the vesting date. The initial fair value of the first grant was estimated at $0.5 million.The second grant vests on the earlier of June 12, 2018 or the next annual stockholders’ meeting, subject to continued service on the board of directors through the vesting date.  The initial fair value of the second grant was estimated at $0.8 million.

The compensation expense recorded for the six months ended June 30, 2017 related to the PSUs was based on the Company’s best estimate of the three-year cumulative Adjusted EBITDA forecast as of June 30, 2017. The Company reassesses the estimate of the three‑year cumulative Adjusted EBITDA forecast at the end of each reporting period. The Company recorded compensation expense for the RSUs and PSUs of $2.3 million and $1.8 million, respectively, during the three months ended June 30, 2017. The Company recorded compensation expense for the RSUs and PSUs of $0.6 million and $0.4 million, respectively, during the three months ended June 30, 2016. The Company recorded compensation expense for the RSUs and PSUs of $4.4 million and $3.5 million, respectively, during the six months ended June 30, 2017. The Company recorded compensation expense for the RSUs and PSUs of $0.6 million and $0.4 million, respectively, during the six months ended June 30, 2016.

The remaining unrecognized compensation expense related to non‑vested RSUs and non‑vested PSUs granted was $12.7 million and $10.3 million, respectively, as of June 30, 2017 and is expected to be recognized over the related weighted average period of 1.5 years.

Equity Appreciation Rights

During the first quarter of 2017, the Company’s outstanding equity appreciation rights (“EAR”) liability was settled in full by a cash payment to the participants. The Company’s liability related to the EAR Plan was $151.5 million as of December 31, 2016 and was recorded within accrued compensation and benefits on the consolidated balance sheet.