Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock-Based CompensationThe Company maintains two equity compensation plans under which stock-based compensation has been granted, the 2017 Long-Term Incentive Plan (Amended and Restated as of April 23, 2020) (the “LTIP”) and the 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014) (the “2007 LTIP” and, collectively with the LTIP, the “Long-Term Incentive Plans”). Upon the initial adoption of the LTIP in 2017, awards were no longer granted under the 2007 LTIP. The LTIP was approved by our stockholders and provides for grants of (a) incentive stock options qualified as such under U.S. federal income tax laws, (b) stock options that do not qualify as incentive stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) restricted stock units, (f) performance awards, (g) phantom stock, (h) stock bonuses, (i) dividend equivalents, or (j) any combination of such awards. The LTIP permits the granting of up to 1,500,000 shares to directors, officers and other employees of the Company. Grants of awards to employees are approved by the Compensation Committee of the Board of Directors and grants to independent members of the Board of Directors are approved by the Board of Directors. All awards are made with an

exercise price or base price, as the case may be, that is not less than the full fair market value per share on the date of grant. No stock option or stock appreciation right may be exercised more than 10 years from the date of grant.

Ordinarily the number of restricted stock awards and ROIC-based performance share awards are determined by dividing the amount of the equity compensation award allocated to each award type, by the closing price of the Company’s common stock on the date of the grant. However, as a result of the negative impact of the COVID-19 pandemic on the Company’s stock price during late March and early April of 2020, the Company’s compensation committee elected to utilize the Company's average closing stock price during the last 30 trading days of 2019 to determine the number of restricted stock and ROIC-based performance shares granted in 2020. The use of this 30-trading day average resulted in the utilization of an average stock price of $33.57, instead of the grant date closing stock price of $26.75.

Shares issued as a result of stock option exercises or stock grants are made available from authorized unissued shares of common stock or treasury stock.

Stock Options

The Company has not awarded any stock options since 2013. Stock options granted to the Company’s employees or directors were granted with an exercise price equal to the market price of the Company’s stock on the date of grant. The Company used the Black-Scholes-Merton option-pricing model to estimate the fair value of options as of the date of grant. All stock options were fully expensed as of December 31, 2017.

Following is a summary of stock option activity for the three-year period ended December 31, 2020:


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2018	165,920	$	21.92
Exercised	(88,053)	$	21.54
Expired	(1,103)	$	21.16
Outstanding and Exercisable at December 31, 2018	76,764	$	22.33	2.9 years	$	446
Exercised	(14,743)	$	23.16
Expired	(2,435)	$	19.86
Outstanding and Exercisable at December 31, 2019	59,586	$	22.26	2.2 years	$	352
Exercised	(34,388)	$	21.82
Expired	(641)	$	19.66
Outstanding and Exercisable at December 31, 2020	24,557	$	22.94	1.9 years	$	912

During the years ended December 31, 2020, 2019 and 2018, the intrinsic value of stock options exercised was $0.7 million, $0.2 million and $1.3 million, respectively.

The following table summarizes information with respect to stock options outstanding and exercisable under the Company’s plans at December 31, 2020:


	Options Outstanding and Exercisable
Exercise Price	Number Of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
$17.48 – $17.48	5,817	$	17.48	1.2 years
$24.18 – $24.18	1,577	$	24.18	0.2 years
$24.68 – $24.68	17,163	$	24.68	2.2 years
	24,557	$	22.94	1.9 years

Time-Vested Stock Awards

The company grants time-vested stock awards under the LTIP in the form of restricted stock awards, restricted stock units or equity-settled phantom stock. The grant date fair value of the time-vested stock awards is equal to the closing market price of the Company’s common stock on the date of grant. Time-vested stock awards granted under the LTIP to eligible employees in 2020 vest ratably on April 27, 2021, March 23, 2022 and March 23, 2023. Time-vested stock awards granted under the LTIP to non-employee directors in 2020 vest over a one year period.

The Company recognizes stock-based compensation expense related to restricted stock awards and restricted stock units based on the grant date fair value, which was the closing price of the Company’s stock on the date of grant. The fair value is expensed over the service period, which is generally three years for time-vested stock awards granted to eligible employees and one year for non-employee directors.

During the years ended December 31, 2020, 2019 and 2018, time-vested stock vesting activity settled in common stock had an intrinsic value, at the time of vesting, of $2.5 million, $3.4 million and $3.0 million, respectively.

Following is a summary of time-vested stock awards activity for the three-year period ended December 31, 2020:


	Shares	Per Share Weighted- Average Grant Date Fair Value
Outstanding unvested at January 1, 2018	188,648	$	29.55
Granted	93,280	$	30.22
Vested	(96,840)	$	28.91
Forfeited	(9,657)	$	27.02
Outstanding unvested at December 31, 2018	175,431	$	30.40
Granted	85,640	$	34.22
Vested	(99,655)	$	30.51
Forfeited	(3,034)	$	35.88
Outstanding unvested at December 31, 2019	158,382	$	32.29
Granted	104,857	$	26.75
Vested	(93,669)	$	32.09
Forfeited	(3,781)	$	29.80
Outstanding unvested at December 31, 2020	165,789	$	28.96

Performance Awards

The Company grants performance awards under the LTIP. Under these awards, shares of the Company’s common stock may be earned based on the Company’s performance compared to defined metrics. The number of shares earned under a performance award may vary from zero to 200% of the target shares awarded, based upon the Company’s performance compared to the metrics. The metrics used for the grant are determined by the Compensation Committee of the Board of Directors and may be either based on internal measures such as the Company’s financial performance compared to target or on a market-based metric such as the Company’s stock performance compared to a peer group. Performance awards cliff vest upon attainment of at least the minimum stated performance targets and minimum service requirements and are paid in the Company’s common stock.

For performance awards, the Company recognizes stock-based compensation expense based on the grant date fair value of the award. The fair value of internal metric-based performance awards is determined by the closing stock price of the Company’s common stock on the date of the grant. The fair value of market-based performance awards is computed using a Monte Carlo simulation. Performance awards granted in 2020 are expensed over the service period of approximately 2.7 years. The Company adjusts the stock-based compensation expense related to internal metric-based performance awards according to its determination of the shares expected to vest at each reporting date. Stock-based compensation expense related to market metric-based performance awards is expensed at their grant date fair value regardless of performance.

During the years ended December 31, 2020, 2019 and 2018, performance award vesting activity settled in common stock had an intrinsic value, at the time of vesting, of $4.8 million, $0.2 million and $1.0 million, respectively.

Following is a summary of performance share award activity for the three-year period ended December 31, 2020:


	Shares	Per Share Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2018	126,975	$	35.29
Granted at target	66,764	$	34.52
Forfeited for performance below target	(42,584)	$	29.73
Vested	(29,655)	$	33.35
Forfeited	(9,247)	$	30.85
Outstanding at December 31, 2018	112,253	$	39.73
Granted at target	72,932	$	39.26
Forfeited for performance below target	(36,581)	$	48.94
Vested	(8,854)	$	58.34
Forfeited	(1,505)	$	43.43
Outstanding at December 31, 2019	138,245	$	37.02
Granted at target	79,788	$	34.10
Earned for performance above target, net	14,962	$	69.45
Vested	(78,260)	$	48.86
Forfeited	(4,396)	$	36.28
Outstanding at December 31, 2020	150,339	$	36.54

Stock-based Compensation Expense

The Company recognized stock-based compensation expense of approximately $5.7 million, $4.4 million and $3.2 million for the years ended December 31, 2020, 2019 and 2018, respectively, in selling, general and administrative expenses on the Company’s consolidated statements of operations. As of December 31, 2020, there was approximately $6.9 million of unrecognized stock-based compensation expense related to awards granted under the Long-Term Incentive Plans. This included $2.9 million of unrecognized compensation cost related to unvested time-vested stock awards expected to be recognized over a remaining weighted average vesting period of approximately 1.5 years and $4.0 million of unrecognized compensation cost related to unvested performance awards, expected to be recognized over a remaining weighted average vesting period of approximately 1.5 years. Time-vested stock awards granted to non-employee directors in 2020 and 2019 vest at the end of a one-year period and those granted prior to 2019 vest over a period of three years. The grant provision of the time-vested stock awards granted to non-employee directors prior to 2019 contained provisions that call for the vesting of all shares awarded upon a change in control or resignation from the board for any reason except breach of fiduciary duty. As a result of these provisions, the fair value of time-vested stock awards granted to all directors in 2018, was expensed on the date of the grant.