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Share Based Award Share awards (Notes) | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Share-based Payment Arrangement [Text Block] | SHARE-BASED AWARDS We have a stock incentive plan for employees and directors and an employee stock purchase plan. Shares to be issued under these plans will be issued either from authorized but unissued shares or from treasury shares. We incur stock compensation expense for stock options, restricted stock units ("RSU"), performance restricted stock units ("PRSU") and in years prior to 2018 stock purchased under our employee stock purchase plan ("ESPP"), which was suspended in 2017. We receive a tax benefit on stock compensation expense and direct tax benefits from the exercise of stock options and vesting of restricted stock units. We also have indirect tax benefits upon exercise of stock options and vesting of restricted stock units related to research and development tax credits which are recorded as a reduction of income tax expense. The table below summarizes compensation costs and related tax benefits (in thousands):
|  | Year ended December 31,
(In thousands) |  | 2022 |  | 2021 |  | 2020
Stock compensation expense |  | $ | 36,025 |  |  | $ | 27,341 |  |  | $ | 23,954 |
Tax benefit from stock-based compensation cost |  | $ | 4,636 |  |  | $ | 6,391 |  |  | $ | 5,564 |
Indirect tax benefit |  | $ | 749 |  |  | $ | 285 |  |  | $ | 1,203 |
As of December 31, 2022, we had $43.0 million of unamortized stock compensation cost which we will recognize as an expense over a weighted-average period of approximately 0.8 years. Stock Option Plans Our 2011 Stock Incentive Plan ("2011 Plan") replaced our 2003 Stock Option Plan ("2003 Plan"). Our 2011 Plan initially had 650,000 shares available for issuance, plus the remaining available shares for grant from the 2003 Plan and any shares that were forfeited, terminated or expired that would have otherwise returned to the 2003 Plan. In 2012, 2014 and 2017, our stockholders approved amendments to the 2011 plan that increased the shares available for issuance by 3,275,000, bringing the initial shares available for issuance to 3,925,000, plus the remaining 248,700 shares that remained available for grant from the 2003 Plan. As of December 31, 2022, the 2011 Plan has 4,188,300 shares of common stock reserved for issuance to employees, which includes 263,300 shares that transferred from the 2003 Plan. Shares issued as options or stock appreciation rights ("SARs") are charged against the 2011 Plan's share reserve as one share for one share issued. Shares subject to awards other than options and SARs are charged against the 2011 Plan's share reserve as 2.09 shares for 1 share issued. Options may be granted with exercise prices at no less than fair market value at date of grant. Options granted under the 2011 Plan may be "non-statutory stock options" which expire no more than ten years from date of grant or "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended. Time-based Stock Options To date, all options granted under 2011 Plan and 2003 Plan have been non-statutory stock options. The majority of the time-based outstanding employee option grants vested 25% after one year from the grant date and the balance vested ratably on a monthly basis over 36 months. The outstanding employee option grants are all fully vested. The majority of the outstanding options granted to non-employee directors vest one year from the grant date. The options generally expire 10 years from the grant date. The fair value of time-based option grants is calculated using the Black-Scholes option valuation model. The expected term for the option grants was based on historical experience and expected future employee behavior. We estimate the volatility of our common stock at the date of grant based on the historical volatility of our common stock, based on the average expected exercise term. The table below summarizes the total time-based stock options granted, total valuation and the weighted-average assumptions (dollars in thousands, except per option amounts):
|  | Year ended December 31,
|  | 2022 |  | 2021 |  | 2020
Number of time-based options granted |  | 7,620 |  |  | 7,910 |  |  | 7,190 |
Grant-date fair value of options granted (in thousands) |  | $ | 540 |  |  | $ | 528 |  |  | $ | 425 |
Weighted-average assumptions for stock option valuation: |  |  |  |  |  |
Expected term (years) |  | 5.5 |  | 5.5 |  | 5.5
Expected stock price volatility |  | 36.0 | % |  | 35.0 | % |  | 35.0 | %
Risk-free interest rate |  | 3.0 | % |  | 0.9 | % |  | 0.4 | %
Expected dividend yield |  | — | % |  | — | % |  | — | %
Weighted-average grant-price per option |  | $ | 185.79 |  |  | $ | 200.07 |  |  | $ | 181.99 |
Weighted-average grant-date fair value per option |  | $ | 70.86 |  |  | $ | 66.78 |  |  | $ | 59.09 |
A summary of our stock option activity as of and for the year ended December 31, 2022 is as follows:
|  | Shares |  | Weighted-Average Exercise Price Per Share |  | Weighted-Average Contractual Life (Years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021 |  | 663,098 |  |  | $ | 74.75 |  |  |  |  |
Granted |  | 7,620 |  |  | $ | 185.79 |  |  |  |  |
Exercised |  | (142,772) |  |  | $ | 61.53 |  |  |  |  |
Forfeited or expired |  | (485) |  |  | $ | 60.01 |  |  |  |  |
Outstanding at December 31, 2022 |  | 527,461 |  |  | $ | 79.94 |  |  | 2.0 |  | $ | 42,708 |
Exercisable at December 31, 2022 |  | 519,841 |  |  | $ | 78.39 |  |  | 2.0 |  | $ | 42,708 |
Vested and expected to vest, December 31, 2022 |  | 527,461 |  |  | $ | 79.94 |  |  | 1.9 |  | $ | 42,708 |
The intrinsic values for options exercisable, outstanding and vested or expected to vest at December 31, 2022 are based on our closing stock price of $157.48 at December 31, 2022 and are before applicable taxes. The following table presents information regarding stock option activity:
|  | Year ended December 31,
(In thousands) |  | 2022 |  | 2021 |  | 2020
Intrinsic value of options exercised |  | $ | 17,340 |  |  | $ | 27,534 |  |  | $ | 32,915 |
Cash received from exercise of stock options |  | $ | 8,785 |  |  | $ | 9,372 |  |  | $ | 13,193 |
Tax benefit from stock option exercises |  | $ | 3,637 |  |  | $ | 5,092 |  |  | $ | 5,179 |
Stock Awards In 2022, we granted our annual PRSUs to our executive officers and certain other non-executive employees. These PRSUs will cliff-vest on March 7, 2024 subject to the achievement of net synergy savings targets related to the Smiths Medical acquisition achieved during the performance period commencing on January 1, 2022 and ending on December 31, 2023, which when reviewed against predetermined targets could result in 0% to 200% of the awarded units that could vest. We also granted certain other one-off PRSU awards to non-executive employees with various performance requirements, whereby the performance shares will be earned if the minimum requirements are met within a specified time period. In 2021, we granted PRSUs to our executive officers. For the executive officers other than the Chief Executive Officer ("CEO"), Chief Operations Officer ("COO") and the Chief Financial Officer ("CFO"), the PRSUs will vest subject to a three-year time vesting and further subject to a determination by the Compensation Committee that the officers have met their individual performance goals for the applicable years. For the CEO, COO and the CFO, the performance shares will cliff-vest ending on March 6, 2024 and further be subject to the achievement of minimum three-year cumulative revenue and EPS targets, commencing on January 1, 2021 and ending on December 31, 2023, which when reviewed against a predetermined vesting matrix could result in 0% to 250% of the awarded units that could vest. In 2020, we granted PRSUs to our executive officers. For the executive officers other than the CEO, COO and the CFO, the PRSUs will vest subject to a three-year time vesting and further subject to a determination by the Compensation Committee that the officers have met their individual performance goals for the applicable years. For the CEO, COO and the CFO, the performance shares will cliff-vest ending on March 6, 2023 and further be subject to the achievement of minimum three-year cumulative revenue and EPS targets, which when reviewed against a predetermined vesting matrix could result in 0% to 250% of the awarded units that could vest. On February 15, 2021, the Compensation Committee made the determination that the executive officers other than the CEO, COO and CFO met their individual performance goals for 2021, therefore one-third of their 2020 PRSU shares awarded vested during 2021. Additionally, during February 2021, the Compensation Committee, modified the potential vesting percentages related to the 2020 PRSU awards for the CEO, COO and CFO, as the original potential percentages were established immediately before the onset of the COVID-19 pandemic. The Compensation Committee determined to adjust the CEO, COO and CFO's potential to earn from between 0% and 250% of the award granted, to an increased potential to earn between 50% and 300% of the award granted, subject to the same minimum threshold revenue and EPS targets to be achieved by the Company. The additional compensation expense as a result of modifying the 2020 PRSUs granted to our CEO, COO and CFO totaled $2.1 million recognized over the remaining amortization period from the date of modification. In February 2023, the Compensation Committee made the determination that the executive officers other than the CEO, CFO and COO met their individual performance goals for 2022, therefore a third of their 2020 PRSU shares awarded vested during 2023. The performance period related to the 2020 CEO and COO PRSUs ended on December 31, 2022 and is subject to the Compensation Committee review and determination of shares earned based on the Cumulative revenue and EPS results achieved during the performance period. In 2019, we granted PRSUs to our executive officers. For the executive officers other than the CEO and the COO, the PRSUs vested subject to a three-year time vesting and further subject to a determination by the Compensation Committee that the officers had met their individual performance goals for the applicable years. For the CEO and the COO, the performance shares were to cliff-vest on March 6, 2022, subject to the achievement of a minimum Cumulative Adjusted EBITDA and continuous service through that date. If for the three year period ending on December 31, 2021 the Cumulative Adjusted EBITDA had a growth of at least 6% to 8%, 50% of the awarded units would have vested. If on the vesting date the Cumulative Adjusted EBITDA had a growth of between 8% to 10%, 100% of the awarded units would have vested. If on the vesting date the Cumulative Adjusted EBITDA has a growth of over 10%, 200% of the awarded units would have vested. In 2019, we also granted PRSUs to one of our non-executive employees. These PRSUs vested at the end of a three-year period ending on March 31, 2022, based on meeting certain minimum performance goals. In February 2022, the Compensation Committee made the determination that the executive officers other than the CEO and COO met their individual performance goals for 2022, therefore, the final third of their 2019 PRSU shares awarded vested during 2022. The performance period related to the 2019 CEO and COO PRSUs ended on December 31, 2021 and in February 2022 the Compensation Committee determined that zero PRSUs were earned based on the actual Cumulative Adjusted EBITDA achieved during the performance period. In 2018, we granted PRSUs to our executive officers. For the executive officers other than the CEO and the COO, the PRSUs were vested subject to a three-year time vesting and further subject to a determination by the Compensation Committee that the officers have met their individual performance goals for the applicable year. For the CEO and the COO, the performance shares were to cliff-vest ending on February 15, 2021 subject to the achievement of a minimum Cumulative Adjusted EBITDA. If for the three year period ending on December 31, 2020 the Cumulative Adjusted EBITDA had a growth of at least 6% to 8%, 50% of the awarded units would vest. If on the vesting date the Cumulative Adjusted EBITDA had a growth of between 8% to 10%, 100% of the awarded units would vest. If on the vesting date the Cumulative Adjusted EBITDA had a growth of over 10%, 200% of the awarded units would vest. On February 15, 2021, the Compensation Committee made the determination that the executive officers other than the CEO and COO met their individual performance goals for 2021, therefore, one-third of their 2018 PRSU shares awarded vested during 2021. Also on February 15, 2021, the Compensation Committee determined that based on the actual Cumulative Adjusted EBITDA achieved during the performance period the CEO and COO's 2018 PRSUs were earned at 100% of the awards granted. In 2017, we granted PRSUs to our executive officers. The PRSUs were scheduled to vest, if at all, upon the achievement of a minimum Cumulative Adjusted EBITDA, subject to a three-year cliff vesting ending on December 31, 2019. If at that date, our Cumulative Adjusted EBITDA was at least $600 million but less than $650 million, 100% of the awarded units would vest. If our Cumulative Adjusted EBITDA was at least $650 million but less than $700 million, 200% of the awarded units would vest. If our Cumulative Adjusted EBITDA is at least $700 million, 300% of the awarded units would vest. On January 17, 2020, the Compensation Committee determined that based on the actual Cumulative Adjusted EBITDA achieved during the performance period that the 2017 PRSU shares were earned by our executive officers at the 300% achievement level. Restricted stock units are granted annually to our non-employee directors and vest on the first anniversary of the grant date, or the date of our annual meeting, whichever occurs first. In 2022, 2021 and 2020, we granted RSUs to certain employees that vest ratably on the anniversary of the grant over three years. We recognize forfeitures as they occur. The grant-date fair market value of our PRSUs and RSUs is determined by our stock price on the grant date. The table below summarizes our restricted stock award activity (dollars in thousands):
|  | Year ended December 31,
(In thousands, except shares and per share amounts) |  | 2022 |  | 2021 |  | 2020
PRSU |  |  |  |  |  |
Shares granted |  | 60,383 |  |  | 53,246 |  |  | 38,633 |
Shares earned (a) |  | 46,317 |  |  | 32,013 |  |  | 80,654 |
Grant-date fair value per share |  | $ | 230.31 |  |  | $ | 198.16 |  |  | $ | 188.34 |
Grant-date fair value |  | $ | 13,907 |  |  | $ | 10,551 |  |  | $ | 7,276 |
Intrinsic value vested |  | $ | 10,487 |  |  | $ | 6,777 |  |  | $ | 15,627 |
RSU |  |  |  |  |  |
Shares granted |  | 116,870 |  |  | 84,388 |  |  | 87,830 |
Grant-date fair value per share |  | $ | 221.65 |  |  | $ | 199.13 |  |  | $ | 188.13 |
Grant-date fair value |  | $ | 25,905 |  |  | $ | 16,804 |  |  | $ | 16,523 |
Intrinsic value vested |  | $ | 16,438 |  |  | $ | 13,681 |  |  | $ | 12,314 |
_______________________________ (a) PRSU shares earned in 2020 were related to performance awards granted to executives in 2017, 2018 and 2019. PRSU shares earned in 2021 were related to performance awards granted to executives in 2018, 2019 and 2020. PRSU shares earned in 2022 were related to performance awards granted to executives in 2019, 2020 and 2021 and performance awards granted to a non-executive employee in 2019, 2020 and 2021. The table below provides a summary of our PRSU and RSU activity as of and for the year ended December 31, 2022:
|  | Number of Units |  | Grant-Date Fair Value Per Share |  | Weighted-Average Contractual Life (Years) |  | Aggregate Intrinsic Value (in thousands)
Non-vested at December 31, 2021 |  | 275,761 |  |  | $ | 201.05 |  |  |  |  |
Change in units due to performance expectations (a) |  | 32,346 |  |  | $ | 239.63 |  |  |  |  |
Granted |  | 177,253 |  |  | $ | 224.60 |  |  |  |  |
Vested |  | (118,321) |  |  | $ | 206.40 |  |  |  |  |
Forfeited |  | (13,035) |  |  | $ | 218.24 |  |  |  |  |
Non-vested and expected to vest at December 31, 2022 |  | 354,004 |  |  | $ | 213.95 |  |  | 1.0 |  | $ | 55,749 |
_______________________________ (a) Relates to net adjustments to 2019, 2020, 2021 and 2022 PRSUs granted to executives and certain non-executive employees. PRSUs granted assumes attainment of an increased payout rate based on performance expectations. ESPP We have an ESPP under which U.S. employees may purchase up to $25,000 annually of common stock at 85% of its fair market value at the beginning or the end of a six-month offering period, whichever is lower. There are 750,000 shares of common stock reserved for issuance under the ESPP, which is subject to an annual increase of the least of 300,000 shares, two percent of the shares outstanding or such a number as determined by the Board. To date, there have been no increases. As of December 31, 2022, there were no shares available for future issuance, all shares unissued under the plan expired during 2022. The ESPP is intended to constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. We suspended our ESPP in 2017.

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