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Stock-Based Compensation Plans | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans | 16. Stock-Based Compensation Plans The Western Union Company 2015 Long-Term Incentive Plan The Western Union Company 2015 Long-Term Incentive Plan (“2015 LTIP”), approved on May 15, 2015, provides for the granting of stock options, restricted stock awards and units, unrestricted stock awards and units, and other equity-based awards to employees and non-employee directors of the Company. Shares available for grant under the 2015 LTIP were 10.5 million as of December 31, 2023. Stock options granted to employees under the 2015 LTIP are issued with exercise prices equal to the fair market value of Western Union common stock on the grant date, have 10-year terms, and typically vest over four equal annual increments beginning one year after the grant date. Stock options granted to executive officers and retirement eligible employees generally vest on a prorated basis upon termination. Compensation expense related to stock options is recognized over the requisite service period, which is the same as the vesting period. Restricted stock units granted to employees typically vest on a graded basis over three or four years in equal, annual increments, beginning one year after the grant date, or three years after grant date on a cliff basis. Restricted stock units granted to executive officers, retirement eligible employees, and employees terminated involuntarily and without cause after the one-year anniversary of the grant date generally vest on a prorated basis upon termination. The fair value of restricted stock units is measured based on the Company’s stock price on the grant date. Restricted stock units accrue dividend equivalents, with dividend equivalents paid in cash to the extent that the underlying shares vest. Compensation expense related to restricted stock units is recognized over the requisite service period, which is the same as the vesting period. In 2023 and 2022, the Compensation and Benefits Committee of the Company’s Board of Directors (“the CBC”) granted the Company’s executive officers and certain other key employees, excluding the CEO, long-term incentive awards under the 2015 LTIP, which consisted of 60% Financial Performance Share Units (“PSUs”) with a TSR modifier (as defined below) and 40% restricted stock unit awards. In 2023, the CEO received long-term incentive awards under the 2015 LTIP consisting of 60% Financial PSUs with a TSR modifier, 20% stock option awards, and 20% restricted stock unit awards. The CBC granted other executive management of the Company awards under the 2015 LTIP, which consisted of 50% Financial PSUs with a TSR modifier and 50% restricted stock unit awards. Additionally, the CBC granted certain other non-executive employees of the Company participating in the 2015 LTIP annual equity grants consisting of restricted stock unit awards in 2023 and 2022. The performance-based restricted stock units granted to the Company’s executives in 2023 and 2022 are restricted stock units that include a financial performance condition and a market condition (“Financial PSUs with a TSR modifier”). The financial metric requires the Company to meet certain financial objectives over three individual, annual performance periods. The market condition consists of a modifier tied to the Company’s total shareholder return in relation to the S&P 500 Index as calculated over a three-year performance period. The PSUs discussed above will vest 100% on the third anniversary of the grant date, contingent upon threshold financial and market performance metrics being met. The actual number of performance-based restricted stock units that the recipients will receive for awards in 2023 and 2022 range from 0% up to 200% of the target number of stock units granted, contingent upon actual financial and total shareholder return performance results. The grant date fair value of all performance based restricted stock units is fixed, and the amount of restricted stock units that will ultimately vest depends upon the level of achievement of the performance and market conditions over the performance period. The fair value of the Financial PSUs with a TSR modifier is determined using the Monte-Carlo simulation model. Certain awards granted to executive officers, retirement eligible employees, and employees terminated involuntarily and without cause after the one-year anniversary of the grant date vest on a prorated basis upon termination. Compensation expense related to PSUs is recognized over the requisite service period, which is the same as the vesting period. The Company has also granted restricted stock units and options under the 2015 LTIP to the non-employee directors of the Company. The fair value of these restricted stock units is measured based on the fair value of the shares on the grant date and may be settled upon vesting unless the participant elects to defer the receipt of common shares under the applicable plan rules. Options have 10-year terms and are issued with exercise prices equal to the fair market value of Western Union common stock on the grant date. Both of these awards vest one year after the grant date and on a prorated basis upon a qualifying departure. Compensation expense for these awards is recognized over the requisite service period, which is the same as the vesting period. Stock Option Activity A summary of stock option activity for the year ended December 31, 2023 was as follows (options and aggregate intrinsic value in millions):
|  |  |  |  | Weighted- Average Exercise |  |  | Weighted-Average Remaining Contractual Term |  |  | Aggregate Intrinsic |
|  | Options |  |  | Price |  |  | (Years) |  |  | Value |
Outstanding as of January 1 |  |  | 6.4 |  |  | $ | 18.68 |  |  |  |  |  |  |
Granted |  |  | 1.0 |  |  | $ | 13.27 |  |  |  |  |  |  |
Exercised |  |  | — |  |  | $ | — |  |  |  |  |  |  |
Cancelled/forfeited |  |  | (0.3 | ) |  | $ | 13.94 |  |  |  |  |  |  |
Outstanding as of December 31 |  |  | 7.1 |  |  | $ | 18.09 |  |  |  | 6.3 |  |  | $ | — |
Options exercisable as of December 31 |  |  | 4.8 |  |  | $ | 19.10 |  |  |  | 5.2 |  |  | $ | — |
The Company received $0.2 million, $9.5 million, and $11.6 million in cash proceeds related to the exercise of stock options during the years ended December 31, 2023, 2022, and 2021, respectively. Upon the exercise of stock options, shares of common stock are issued from authorized common shares. The total tax benefits from the exercise of options were immaterial for the year ended December 31, 2023 and were $0.2 million and $0.6 million for the years ended December 31, 2022 and 2021, respectively. The total intrinsic value of stock options exercised was immaterial for the year ended December 31, 2023 and was $0.8 million and $2.8 million for the years ended December 31, 2022 and 2021, respectively. Restricted Stock Activity A summary of activity for restricted stock units and performance-based restricted stock units for the year ended December 31, 2023 was as follows (units in millions):
|  |  |  |  | Weighted-Average |
|  | Units |  |  | Grant-Date Fair Value |
Non-vested as of January 1 |  |  | 6.4 |  |  | $ | 21.01 |
Granted |  |  | 4.6 |  |  | $ | 13.00 |
Vested |  |  | (1.9 | ) |  | $ | 20.72 |
Forfeited |  |  | (1.8 | ) |  | $ | 19.48 |
Non-vested as of December 31 |  |  | 7.3 |  |  | $ | 16.39 |
Stock-Based Compensation Expense The following table sets forth the total impact on earnings for stock-based compensation expense recognized in the Consolidated Statements of Income resulting from stock options, restricted stock units, performance-based restricted stock units and deferred stock units for the years ended December 31, 2023, 2022, and 2021 (in millions, except per share data):
|  | 2023 |  |  | 2022 |  |  | 2021 |
Stock-based compensation expense |  | $ | (35.9 | ) |  | $ | (45.5 | ) |  | $ | (44.3 | )
Income tax benefit from stock-based compensation expense |  |  | 6.1 |  |  |  | 8.1 |  |  |  | 7.5 |
Net income impact |  | $ | (29.8 | ) |  | $ | (37.4 | ) |  | $ | (36.8 | )
Earnings per share impact: |  |  |  |  |  |  |  |  |
Basic and diluted |  | $ | (0.08 | ) |  | $ | (0.10 | ) |  | $ | (0.09 | )
Compensation cost is recognized only for those options, awards, and units expected to vest, with forfeitures estimated at the date of grant and evaluated and adjusted periodically to reflect the Company’s historical experience and future expectations. Any change in the forfeiture assumption is accounted for as a change in estimate, with the cumulative effect of the change on periods previously reported being reflected in the consolidated financial statements of the period in which the change is made. As of December 31, 2023, there was $2.8 million of total unrecognized compensation cost, net of assumed forfeitures, related to non-vested stock options, which is expected to be recognized over a weighted-average period of 2.4 years, and there was $47.1 million of total unrecognized compensation cost, net of assumed forfeitures, related to non-vested restricted stock units and performance-based restricted stock units, which is expected to be recognized over a weighted-average period of 2.1 years. Fair Value Assumptions The Company used the following assumptions for the Black-Scholes option pricing model to determine the value of Western Union options granted for the years ended December 31, 2023, 2022, and 2021:
|  | 2023 |  |  | 2022 |  |  | 2021 |
Stock options granted: |  |  |  |  |  |  |  |  |
Weighted-average risk-free interest rate |  |  | 4.0 | % |  |  | 1.9 | % |  | 1.3% |
Weighted-average dividend yield |  |  | 6.0 | % |  |  | 4.3 | % |  | 4.2% |
Volatility |  |  | 27.8 | % |  |  | 29.9 | % |  | 29.1% |
Expected term (in years) |  |  | 7.23 |  |  |  | 7.28 |  |  |  | 7.03 |
Weighted-average grant date fair value |  | $ | 2.09 |  |  | $ | 3.47 |  |  | $ | 3.26 |
Risk-free interest rate - The risk-free rate for stock options granted during all periods presented was determined by using a United States Treasury rate for the period that coincided with the expected terms listed above. Expected dividend yield - The Company’s expected annual dividend yield for all periods presented was the calculation of the annualized Western Union dividend divided by an average Western Union stock price on each respective grant date. Expected volatility - For the Company’s CEO and non-employee directors, the Company used a blend of implied and historical volatility, which was calculated using the market price of traded options on Western Union’s common stock and the historical volatility of Western Union stock data. There were no options granted to non-executive employees in 2023, 2022, or 2021. Expected term - For 2023, 2022, and 2021, the expected term for the CEO and non-employee director grants was approximately seven years and eight years, respectively. The Company’s expected term for options was based upon, among other things, historical exercises, the vesting term of the Company’s options, and the options’ contractual term of 10 years. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s historical experience and future expectations. The calculated fair value is recognized as compensation cost in the Company’s consolidated financial statements over the requisite service period of the entire award.

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