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Stock-based Compensation | 12 Months Ended
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Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stock-based Compensation | Note 24. Stock-based Compensation The Company’s stock-based compensation expense amounted to $19, $24, and $29 for the years ended December 31, 2019, 2018, and 2017, respectively. On April 26, 2017, Chemours’ stockholders approved The Chemours Company 2017 Equity and Incentive Plan (the “2017 Plan”), which provides for grants to certain employees, independent contractors, or non-employee directors of the Company of different forms of awards, including stock options, RSUs, and PSUs. The 2017 Plan replaced The Chemours Company Equity and Incentive Plan (the “Prior Plan”), which was adopted by the Company at Separation. As a result, no further grants will be made under the Prior Plan. A total of 19,000,000 shares of the Company’s common stock may be subject to awards granted under the 2017 Plan, less one share for every one share that was subject to an option or stock appreciation right granted after December 31, 2016 under the Prior Plan, and one-and-a-half shares for every one share that was subject to an award other than an option or stock appreciation right granted after December 31, 2016 under the Prior Plan. Any shares that are subject to options or stock appreciation rights will be counted against this limit as one share for every one share granted, and any shares that are subject to awards other than options or stock appreciation rights will be counted against this limit as one-and-a-half shares for every one share granted. Awards that were outstanding under the Prior Plan remain outstanding under the Prior Plan in accordance with their terms. Shares underlying awards granted under the Prior Plan after December 31, 2016 that are forfeited, cancelled, or that otherwise do not result in the issuance of shares, will be available for issuance under the 2017 Plan. At December 31, 2019, approximately 13,900,000 shares of equity and incentive plan reserve are available for grants under the 2017 Plan. The Chemours Compensation Committee determines the long-term incentive mix, including stock options, RSUs, and PSUs, and may authorize new grants annually. Stock Options During 2019, 2018, and 2017, Chemours granted non-qualified stock options to certain of its employees, which will serially vest over a three-year period and expire 10 years from the date of grant. The fair values of the Company’s stock options are based on the Black-Scholes valuation model. The following table sets forth the weighted-average assumptions used at the respective grant dates to determine the fair values of the Company’s stock option awards granted during the years ended December 31, 2019, 2018, and 2017.
|  | Year Ended December 31, |
|  | 2019 |  |  | 2018 |  |  | 2017 |
Risk-free interest rate |  |  | 2.53 | % |  |  | 2.65 | % |  |  | 2.14 | %
Expected term (years) |  |  | 6 |  |  |  | 6 |  |  |  | 6 |
Volatility |  |  | 48.05 | % |  |  | 47.56 | % |  |  | 44.49 | %
Dividend yield |  |  | 2.81 | % |  |  | 1.42 | % |  |  | 0.35 | %
Fair value per stock option |  | $ | 13.66 |  |  | $ | 20.47 |  |  | $ | 15.21 |
The Company determined the dividend yield by dividing the expected annual dividend on the Company's stock by the option exercise price. A historical daily measurement of volatility is determined based on the average volatility of peer companies adjusted for the Company’s debt leverage. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. The expected life is determined using a simplified approach, calculated as the mid-point between the graded vesting period and the contractual life of the award. The following table sets forth Chemours’ stock option activity for the years ended December 31, 2019, 2018, and 2017.
|  | Number of Shares (in Thousands) |  |  | Weighted-average Exercise Price (per Share) |  |  | Weighted-average Remaining Contractual Term (in Years) |  |  | Aggregate Intrinsic Value (in Thousands) |
Outstanding, December 31, 2016 |  |  | 7,969 |  |  | $ | 13.72 |  |  |  | 5.08 |  |  | $ | 66,668 |
Granted |  |  | 878 |  |  |  | 34.84 |  |  |  |  |  |  |  |  |
Exercised |  |  | (2,173 | ) |  |  | 14.36 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (47 | ) |  |  | 20.55 |  |  |  |  |  |  |  |  |
Expired |  |  | (30 | ) |  |  | 12.29 |  |  |  |  |  |  |  |  |
Outstanding, December 31, 2017 |  |  | 6,597 |  |  | $ | 15.72 |  |  |  | 5.11 |  |  | $ | 226,524 |
Granted |  |  | 495 |  |  |  | 48.41 |  |  |  |  |  |  |  |  |
Exercised |  |  | (1,073 | ) |  |  | 14.69 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (46 | ) |  |  | 37.77 |  |  |  |  |  |  |  |  |
Expired |  |  | (3 | ) |  |  | 18.80 |  |  |  |  |  |  |  |  |
Outstanding, December 31, 2018 |  |  | 5,970 |  |  | $ | 18.45 |  |  |  | 4.80 |  |  | $ | 72,108 |
Granted |  |  | 836 |  |  |  | 36.48 |  |  |  |  |  |  |  |  |
Exercised |  |  | (590 | ) |  |  | 14.56 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (110 | ) |  |  | 39.06 |  |  |  |  |  |  |  |  |
Expired |  |  | (50 | ) |  |  | 22.12 |  |  |  |  |  |  |  |  |
Outstanding, December 31, 2019 |  |  | 6,056 |  |  | $ | 20.92 |  |  |  | 4.71 |  |  | $ | 19,087 |
Exercisable, December 31, 2019 |  |  | 4,620 |  |  | $ | 16.23 |  |  |  | 3.79 |  |  | $ | 18,630 |
The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last trading day at the end of the year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year-end. The amount changes based on the fair market value of the Company’s stock. The total intrinsic value of all options exercised for the years ended December 31, 2019, 2018, and 2017 amounted to $2, $37, and $49, respectively. For the years ended December 31, 2019, 2018, and 2017, the Company recorded $9, $8, and $7 in stock-based compensation expense specific to its non-qualified stock options, respectively. At December 31, 2019, there was $8 of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 1.83 years. Restricted Stock Units Chemours grants RSUs to key management employees that generally vest over a three-year period and, upon vesting, convert one-for-one to Chemours’ common stock. The fair value of all stock-settled RSUs is based on the market price of the underlying common stock as of the grant date. RSUs vest contingent upon a time-based vesting condition and do not have explicit performance conditions. The following table sets forth non-vested RSUs at December 31, 2019, 2018, and 2017.
|  | Number of Shares (in Thousands) |  |  | Weighted-average Grant Date Fair Value (per Share) |
Non-vested, December 31, 2016 |  |  | 2,316 |  |  | $ | 11.23 |
Granted |  |  | 214 |  |  |  | 36.68 |
Vested |  |  | (1,316 | ) |  |  | 11.46 |
Forfeited |  |  | (49 | ) |  |  | 14.27 |
Non-vested, December 31, 2017 |  |  | 1,165 |  |  | $ | 15.34 |
Granted |  |  | 135 |  |  |  | 48.35 |
Vested |  |  | (1,034 | ) |  |  | 14.86 |
Forfeited |  |  | (19 | ) |  |  | 30.94 |
Non-vested, December 31, 2018 |  |  | 247 |  |  | $ | 34.22 |
Granted |  |  | 439 |  |  |  | 26.89 |
Vested |  |  | (110 | ) |  |  | 24.98 |
Forfeited |  |  | (30 | ) |  |  | 33.90 |
Non-vested, December 31, 2019 |  |  | 546 |  |  | $ | 29.95 |
The Company recorded stock-based compensation expense specific to its RSUs of $7 for the years ended December 31, 2019 and 2018, and $14 for the year ended December 31, 2017. At December 31, 2019, there was $10 of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 0.88 years. Performance Share Units Chemours grants PSUs to key senior management employees which, upon vesting, convert one-for-one to Chemours’ common stock if specified performance goals, including certain market-based conditions, are met over the three-year performance period specified in the grant, subject to exceptions through the respective vesting period of three years. Each grantee is granted a target award of PSUs, and may earn between 0% and 250% of the target amount depending on the Company’s performance against stated performance goals. The following table sets forth non-vested PSUs at 100% of target amounts at December 31, 2019, 2018, and 2017.
|  | Number of Shares (in Thousands) |  |  | Weighted-average Grant Date Fair Value (per Share) |
Non-vested, December 31, 2016 |  |  | 803 |  |  | $ | 6.10 |
Granted |  |  | 211 |  |  |  | 40.30 |
Vested |  |  | — |  |  |  | — |
Forfeited |  |  | (27 | ) |  |  | 16.62 |
Non-vested, December 31, 2017 |  |  | 987 |  |  | $ | 12.94 |
Granted |  |  | 139 |  |  |  | 52.34 |
Vested |  |  | (19 | ) |  |  | 24.16 |
Non-vested, December 31, 2018 |  |  | 1,107 |  |  | $ | 17.71 |
Granted |  |  | 240 |  |  |  | 44.38 |
Vested (1) |  |  | (761 | ) |  |  | 5.07 |
Forfeited |  |  | (57 | ) |  |  | 43.35 |
Non-vested, December 31, 2019 |  |  | 529 |  |  | $ | 39.53 |
| (1) | During the year ended December 31, 2019, approximately 1,520,000 PSUs granted in 2016 to the Company’s key senior management employees vested, based on the attainment of certain performance- and market-based conditions. Of the 1,520,000 PSUs that vested during the year ended December 31, 2019, approximately 680,000 non-issued shares were cancelled to cover the employee portion of income taxes related to such awards.
A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions associated with the PSUs using the Monte Carlo valuation method, which assesses the probabilities of various outcomes of market conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based condition is satisfied. The per unit weighted-average fair value at the date of grant for PSUs granted during the year ended December 31, 2019 was $44.38. The fair value of each PSU grant is amortized monthly into compensation expense based on its respective vesting conditions over a three-year period. Compensation cost is incurred based on the Company’s estimate of the final expected value of the award, which is adjusted as required for the portion based on the performance-based condition. The Company assumes that forfeitures will be minimal and recognizes forfeitures as they occur, which results in a reduction in compensation expense. As the payout of PSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the PSUs. For the years ended December 31, 2019, 2018, and 2017, the Company recorded $3, $9, and $8 in stock-based compensation expense specific to its PSUs, respectively. At December 31, 2019, based on the Company’s assessment of its performance goals, approximately 600,000 additional shares may be awarded under the 2017 Plan. Employee Stock Purchase Plan On January 26, 2017, the Company’s board of directors approved The Chemours Company Employee Stock Purchase Plan (the “ESPP”), which was approved by Chemours’ stockholders on April 26, 2017. Under the ESPP, a total of 7,000,000 shares of Chemours’ common stock are reserved and authorized for issuance to participating employees, as defined by the ESPP, which excludes executive officers of the Company. The ESPP provides for consecutive 12-month offering periods, each with two purchase periods in March and September within those offering periods. The initial offering period under the ESPP began on October 2, 2017. Participating employees are eligible to purchase the Company’s common stock at a discounted rate equal to 95% of its fair value on the last trading day of each purchase period. To date, the Company has executed open market transactions to purchase the Company’s common stock on behalf of its ESPP participants, which amounted to 120,714 shares. During the year ended December 31, 2018, an additional 12,411 shares were issued from the Company’s treasury stock to ESPP participants. The total amount of Chemours’ common stock received by employees in connection with the ESPP amounted to $4 at December 31, 2019.

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