XML 35 R20.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation Plans

NOTE 14. Stock-Based Compensation Plans

The 2017 Long-Term Incentive Plan (the “2017 Incentive Plan”) was approved by the Board of Directors and subsequently approved by the Company’s stockholders at the 2017 annual meeting. The 2017 Incentive Plan authorizes a broad range of awards including stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares or units, other stock-based awards, and cash incentive awards to all employees (including the Company’s executive officers), directors, consultants, independent contractors or agents of us or a related company. The 2017 Incentive Plan is effective as of March 15, 2017.

The 2017 Incentive Plan replaced the Company’s 2002 Long-Term Incentive Plan, as amended (the “2002 Incentive Plan”). Under the 2002 Incentive Plan, stock options, stock appreciation rights, restricted stock, restricted stock units and performance units could be granted for the purpose of attracting and motivating our key employees and non-employee directors. As of the effective date of the 2017 Incentive Plan, there were a total of 707,273 shares of our Class A common stock (“Common Stock”) under the 2002 Incentive Plan available to be issued upon exercise or settlement of outstanding awards.

As of December 31, 2019, 1,252,112 shares were available for future grant under the 2017 Incentive Plan.

We have awarded time-based restricted stock to our employees and the Company’s non-employee Directors. This restricted stock vests over a three to five year period for all recipients other than the Company’s non-employee Directors. The non-employee Directors restricted stock vests over a one period. In 2019 and 2018, in addition to the time-based restricted stock we granted performance-based restricted stock to our Executive Officers. The performance-based restricted stock cliff vests after the third anniversary year if certain EBITDA targets are achieved. We have not granted any stock options since 2003 and have no stock options outstanding.

Share-based compensation expense for 2019, 2018 and 2017 was $16.3 million, $13.5 million and $8.6 million or $12.1 million, $10.1 million and $5.8 million, net of taxes, respectively. Included in the 2019 share-based compensation expense is $3.4 million of performance-based share expenses or $2.6 million, net of taxes.

The following table summarizes the non-vested restricted stock activity for the year ended December 31, 2019:

 

 

 

 

 

 

Time-Based

 

 

 

 

 

 

Performance-Based

 

 

 

 

 

 

Restricted Stock

 

 

 

 

 

 

Restricted Stock

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

Time-Based

 

 

Average

 

 

Performance-Based

 

 

Average

 

 

Restricted Stock

 

 

Grant Date

 

 

Restricted Stock

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested January 1, 2019

 

963,469

 

 

$

42.98

 

 

 

73,000

 

 

$

49.20

 

Granted

 

387,841

 

 

$

38.02

 

 

 

76,500

 

 

$

37.20

 

Vested

 

(318,252

)

 

$

42.32

 

 

 

-

 

 

$

-

 

Forfeited

 

(157,566

)

 

$

41.20

 

 

 

(22,000

)

 

$

43.20

 

Non-vested at December 31, 2019

 

875,492

 

 

$

41.34

 

 

 

127,500

 

 

$

43.04

 

 

The following table summarizes the restricted stock granted during the respective years:

 

Time-based restricted stock grants

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employees

 

 

 

355,579

 

 

 

463,818

 

 

 

396,708

 

Outside directors

 

 

 

32,262

 

 

 

37,125

 

 

 

31,625

 

Total

 

 

 

387,841

 

 

 

500,943

 

 

 

428,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average grant date fair value

 

 

$

38.02

 

 

$

47.34

 

 

$

43.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vesting period

 

 

1-5 years

 

 

1-5 years

 

 

1-5 years

 

 

 

In addition to the time-based restricted stock, we granted 76,500 shares of performance-based restricted stock to employees in 2019.  The weighted average grant date fair value of these shares was $37.20 with a cliff vest after three years.

The fair value of non-vested restricted stock is equal to the market price of our stock at the date of grant.

The total fair value of restricted shares vested during the years ended December 31, 2019, 2018 and 2017 was $14.7 million, $13.3 million and $10.4 million, respectively.

As of December 31, 2019, there was $35.6 million of unrecognized compensation cost related to non-vested share-based compensation that is expected to be recognized over a weighted average period of 2.91 years. Additionally, as of December 31, 2019, there was $4.2 million of unrecognized compensation cost related to the non-vested performance-based restricted stock compensation that is expected to be recognized over a weighted average period of 1.5 years.

During January 2020, we granted 283,498 shares of restricted stock, which includes 75,288 performance-based shares and 208,210 time-based shares, to certain employees and 22,866 shares of restricted stock to outside directors with a weighted average grant date fair value of $52.49. The stock vests over a three to five year period for employees and one year for outside directors, except for the performance-based shares that cliff vest after three years.