XML 35 R17.htm IDEA: XBRL DOCUMENT v3.22.0.1
Compensation and Benefits
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Compensation and Benefits
Note 10. Compensation and Benefits
Total compensation and benefits consists of the following:
 For the Years Ended December 31,
202120202019
Salaries, incentive compensation and benefits (1)
$516,931 $399,325 $358,339 
Long-term cash incentive compensation expense6,887 — — 
Restricted share-based award compensation expense39,236 36,493 42,117 
Long-term incentive compensation expense46,123 36,493 42,117 
Total compensation and benefits$563,054 $435,818 $400,456 
(1) Excluding long-term incentive compensation expense.
Incentive compensation
Cash incentive compensation paid to members of Artisan’s investment teams and members of its distribution teams is generally based on formulas that are tied directly to revenues. The majority of this incentive compensation is earned on a quarterly basis and paid in the quarter following the quarter in which the incentive was earned with the exception of fourth quarter payments which are paid in the fourth quarter of the year. Cash incentive compensation paid to most other employees is discretionary and subjectively determined based on individual performance and Artisan’s overall results during the applicable year and is generally paid on an annual basis.
Long-term incentive compensation awards consist of both APAM restricted share-based awards and long-term cash awards, which are referred to as franchise capital awards. These awards are described in more detail below.
Restricted share-based awards
Artisan has registered 14,000,000 shares of Class A common stock for issuance under the 2013 Omnibus Incentive Compensation Plan (the “Plan”). Pursuant to the Plan, APAM has granted a combination of restricted stock awards, restricted stock units, and performance share units (collectively referred to as “restricted share-based awards” or "awards") of Class A common stock to employees.
Standard Restricted Shares. Standard restricted shares are generally subject to a pro rata five-year service vesting condition.
Career Shares. Career shares are generally subject to both (i) a pro rata five-year service vesting condition and (ii) a qualifying retirement (as defined in the award agreement) condition.
Franchise Shares. Like career shares, franchise shares are generally subject to both (i) a pro rata five-year service vesting condition and (ii) a qualifying retirement condition. In addition, franchise shares, which are only granted to investment team members, are subject to a Franchise Protection Clause, which provides that the number of shares that ultimately vest depends on whether certain conditions relating to client cash flows are met. If such conditions are not met, compensation cost will be reversed for any shares that do not vest.
Performance Share Units (PSUs). PSUs are generally subject to (i) a three-year service vesting condition, (ii) certain performance conditions related to the Company's adjusted operating margin and total shareholder return compared to a peer group during a three-year performance period, and (iii) for one-half of the PSUs eligible to vest at the end of the performance period, a qualifying retirement condition. The number of shares of Class A common stock that are ultimately issued in connection with each PSU award will depend upon the outcome of the performance, market and qualified retirement conditions. For the portion of a PSU award with a "performance condition" under ASC 718, expense is recognized over the service period if it is probable that the performance condition will be achieved.
Compensation expense is recognized based on the estimated grant date fair value on a straight-line basis over the requisite service period of the award. The initial requisite service period is generally five years for restricted stock awards and restricted stock units, and three years for performance share units. The fair value of each award is equal to the market price of the Company's common stock on the grant date, except for performance share units with a "market condition" performance metric under ASC 718, which have a grant-date fair value based on a Monte Carlo valuation model.
Unvested restricted share-based awards are subject to forfeiture. Grantees are generally entitled to dividends or dividend equivalents on unvested and vested awards. 3,881,524 shares of Class A common stock were reserved and available for issuance under the Plan as of December 31, 2021. During the year ended December 31, 2021, Artisan granted 740,249 restricted stock awards, 1,306 restricted stock units, and 75,230 performance share units of Class A common stock to employees of the Company. Total compensation expense associated with the 2021 grant is expected to be approximately $44.1 million.
The following tables summarize the restricted share-based award activity for the years ended December 31, 2021, 2020 and 2019:
Weighted-Average Grant Date Fair ValueRestricted Stock Awards and Restricted Stock Units
Unvested at January 1, 2019
$38.04 4,678,457 
Granted22.92 963,000 
Forfeited34.61 (17,289)
Vested39.21 (618,746)
Unvested at January 1, 2020
$35.00 5,005,422 
Granted33.80 919,455 
Forfeited30.92 (43,091)
Vested32.59 (588,144)
Unvested at January 1, 2021
$35.09 5,293,642 
Granted52.93 741,555 
Forfeited29.99 (101,001)
Vested31.51 (688,802)
Unvested at December 31, 2021
$38.18 5,245,394 
Weighted-Average Grant Date Fair ValuePerformance Share Units
Unvested at January 1, 2020
$  
Granted52.45 60,000 
Forfeited— — 
Vested— — 
Unvested at January 1, 2021
$52.45 60,000 
Granted68.58 75,230 
Forfeited— — 
Vested— — 
Unvested at December 31, 2021
$61.42 135,230 
Based on the current status of the market and performance conditions, the 135,230 unvested performance share units would ultimately result in the issuance of 135,233 shares of Class A common stock if all other vesting conditions were met.
The aggregate vesting date fair value of awards that vested during the years ended December 31, 2021, 2020 and 2019 was approximately $35.8 million, $21.0 million, and $15.9 million, respectively. The unrecognized compensation expense for the unvested restricted stock awards and restricted stock units as of December 31, 2021 was $76.5 million with a weighted average recognition period of 3.3 years remaining. The unrecognized compensation expense for the unvested performance share units as of December 31, 2021 was $5.2 million with a weighted average recognition period of 2.8 years remaining.
During the years ended December 31, 2021 and 2020, the Company withheld a total of 177,960 and 126,971 restricted shares, respectively, and paid $9.2 million and $4.5 million, respectively, as a result of net share settlements to satisfy employee tax withholding obligations. These net share settlements had the effect of shares repurchased and retired by the Company, as they reduced the number of shares outstanding.