v2.4.0.6
Equity-Based Compensation
3 Months Ended
Mar. 31, 2012
Equity-Based Compensation [Abstract]  
Equity-Based Compensation

10. EQUITY-BASED COMPENSATION

 

The Company awards equity-based compensation to employees and directors that are both settled in cash and stock. Cash settled equity-based compensation includes performance stock units and restricted stock units granted under the Management Stock Purchase Plan. These awards are recognized as liabilities on the consolidated balance sheet and the related compensation expense is recognized as the awards vest and fair value fluctuates each reporting period. Stock settled equity awards include stock options, restricted stock units, and restricted stock. Compensation expense related to these awards is recognized over the vesting period based on the grant date fair value of the award. The Company uses the straight-line method of attributing the value of stock-based compensation expense over the vesting periods. Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period. Vesting requirements vary for directors, executives, and key employees with a vesting period that typically equals four years with graded vesting.

 

 

The Gibraltar Industries, Inc. 2005 Equity Incentive Plan (the Plan) is an incentive compensation plan that allows the Company to grant equity-based incentive compensation awards to eligible participants to provide them an additional incentive to promote the business of the Company, to increase their proprietary interest in the success of the Company, and to encourage them to remain in the Company's employ. Awards under the plan may be in the form of options, restricted shares, restricted units, performance shares, performance stock units, and rights. The Plan provides for the issuance of up to 3,000,000 shares of common stock. Of the total number of shares of common stock issuable under the Plan, the aggregate number of shares which may be issued in connection with grants of incentive stock options and rights cannot exceed 900,000 shares. Vesting terms and award life are governed by the award document.

 

The following table provides the number of restricted stock units (that will convert to shares upon vesting), shares of restricted stock, and non-qualified stock options that were issued during the three months ended March 31 along with the weighted average grant date fair value of each award:

             

 

Awards

2012

2011

 

Number of
Awards

Weighted
Average
Grant Date
Fair Value

Number of
Awards

Weighted
Average
Grant Date
Fair Value

 
 
 
 

Restricted stock units

74,532

$

14.36

163,834

$

13.95

 

 

On March 24, 2011, the Company's Chairman and Chief Executive Officer surrendered a portion of his 2010 restricted stock unit grant. The unamortized portion of compensation expense related to these awards, totaling $885,000, was accelerated and recognized as compensation included in selling, general, and administrative expense for the three months ended March 31, 2011.

 

In September 2009, the Company awarded 905,000 performance stock units with a grant-date fair value of $12,643,000 with a vesting period of three years. The final number of performance stock units earned was determined based on the Company's total stockholder returns relative to a peer group for three separate performance periods, consisting of the years ended December 31, 2009, 2010, and 2011. The performance stock units earned were converted to cash based on the trailing 90-day closing price of the Company's common stock as of the last day of the third performance period and totaled $8,319,000 which was paid in January 2012.

 

In January 2012, the Company awarded 295,000 performance stock units with grant date fair value of $4,152,000. As of March 31, 2012, 280,000 of the originally awarded performance stock units remained outstanding after forfeitures. The final number of performance stock units earned will be determined based on the Company's total stockholder returns relative to the S&P Small Cap 600 Index during the calendar year of 2012. The cost of the January 2012 performance stock awards will be recognized over the performance period of 2012, plus an additional two years of vesting. After the three-year period, any performance stock units earned will convert to cash based on the trailing 90-day closing price of the Company's common stock as of December 31, 2014 and be payable in January 2015.

 

The following table summarizes the compensation expense recognized from the change in fair value and vesting of performance stock units for the three months ended March 31 (in thousands):

           

 

 

2012

 

2011

 

Performance stock unit compensation expense (recovery)

$

679

$

(1,166

)

 

 

 

The Management Stock Purchase Plan (MSPP) is an integral component of the Plan and provides participants the ability to defer a portion of their salary, their annual bonus under the Management Incentive Compensation Plan, and Directors' fees. The deferral is converted to restricted stock units and credited to an account together with a company-match in restricted stock units equal to a percentage of the deferral amount. The account is converted to cash at the trailing 200-day average closing price of the Company's stock and payable to the participants upon a termination of their service to the Company. The matching portion vests only if the participant has reached their sixtieth (60th) birthday. If a participant terminates their service to the Company prior to age sixty (60), the match is forfeited. Upon termination, the account is converted to a cash account that accrues interest at 2% over the then current ten-year U.S. Treasury note rate. The account is then paid out in five equal annual cash installments.

 

The fair value of restricted stock units held in the MSPP equals the trailing 200-day average closing price of the Company's common stock as of the last day of the period. During the three months ended March 31, 2012 and 2011, 222,551 and 153,144 restricted stock units, respectively, including the company-match, were credited to participant accounts. At March 31, 2012 and December 31, 2011, the value of the restricted stock units in the MSPP was $12.12 and $11.15 per unit, respectively. At March 31, 2012 and December 31, 2011, 746,142 and 533,548 restricted stock units, including the company-match, were credited to participant accounts including 90,488 and 65,374, respectively, of unvested restricted stock units. The Company made disbursements of $542,000 and $518,000 out of the MSPP during the three months ended March 31, 2012 and 2011, respectively.