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Equity-Based Compensation | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract] |
Equity-Based Compensation | EQUITY-BASED COMPENSATION The Company awards equity-based compensation to employees and directors, which is recognized in the statements of operations based on the grant-date fair value of the award. The Company uses the straight-line method for recording compensation expense over a vesting period generally up to four years with either graded or cliff vesting. 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 reduced by the expense on unvested awards forfeited during the period. On May 4, 2022, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which increases the total number of shares for issuance by the Company thereunder from 100,000 shares to 200,000 shares, allows the Company to grant awards of shares of the Company's common stock to current non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan. On May 4, 2018, the shareholders of the Company approved the adoption of the Gibraltar Industries, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). The 2018 Plan provides for the issuance of up to 1,000,000 shares of common stock and supplements the remaining shares available for issuance under the existing Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the "2015 Plan"). The Company's 2005 Equity Incentive Plan (the "Prior Plan") was amended in 2015 to terminate issuance of further awards from the Prior Plan. Both the 2018 Plan and the 2015 Plan allow the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants. At December 31, 2022, approximately 326,000 and 80,000 shares were available for issuance under the 2018 Plan and 2015 Plan, respectively, as incentive stock options or other stock awards, and approximately 101,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock. The Company recognized the following compensation expense in connection with awards that vested under the 2018 Plan, the 2015 Plan, the Prior Plan, and the Non-Employee Directors Plan along with the related tax benefits recognized during the years ended December 31 (in thousands):
| 2022 |  | 2021 |  | 2020
Expense recognized under the Prior Plan | $ | 19 |  |  | $ | 29 |  |  | $ | 40 |
Expense recognized under the 2015 Plan | 1,617 |  |  | 1,186 |  |  | 1,932 |
Expense recognized under the 2018 Plan | 5,928 |  |  | 6,597 |  |  | 5,441 |
Expense recognized under the Non-Employee Directors Plan | 770 |  |  | 840 |  |  | 760 |
Total stock compensation expense | $ | 8,334 |  |  | $ | 8,652 |  |  | $ | 8,173 |
Tax benefits recognized related to stock compensation expense | $ | 2,175 |  |  | $ | 2,189 |  |  | $ | 2,272 |
Equity Based Awards - Settled in Stock The following table provides the number of stock units and common stock granted during the years ended December 31, along with the weighted-average grant-date fair value of each award:
|  | 2022 |  | 2021 |  | 2020
Awards |  | Number of Awards |  | Weighted Average Grant Date Fair Value |  | Number of Awards |  | Weighted Average Grant Date Fair Value |  | Number of Awards |  | Weighted Average Grant Date Fair Value
Deferred stock units |  | 2,460 |  |  | $ | 42.69 |  |  | 7,536 |  |  | $ | 83.58 |  |  | 12,402 |  |  | $ | 45.98 |
Common stock |  | 15,652 |  |  | $ | 42.49 |  |  | 2,512 |  |  | $ | 83.58 |  |  | 4,134 |  |  | $ | 45.98 |
Restricted stock units |  | 132,430 |  |  | $ | 43.92 |  |  | 72,243 |  |  | $ | 79.28 |  |  | 81,397 |  |  | $ | 56.81 |
Performance stock units (1) |  | 108,464 |  |  | $ | 47.00 |  |  | 62,778 |  |  | $ | 87.84 |  |  | 160,426 |  |  | $ | 55.98 |
(1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance or market conditions. The number of shares to be issued may vary between 0% and 200% of the number of PSUs granted depending on the relative achievement to targeted thresholds. The Company's PSUs with a financial performance condition are based on either the Company’s return on invested capital (“ROIC”) over a one-year period performance period or other criteria such as revenue, gross profit, and operating profit thresholds over a three-year performance period. The Company's PSUs with a market condition are based on the ranking of the Company’s total shareholder return (“TSR”) performance, on a percentile basis, over a three-year performance period compared to the S&P Small Cap Industrial sector, over the same three-year performance period. Stock Options No options were granted during the years ended December 31, 2022, 2021 and 2020. The Company determines the fair value of stock options granted based on the Black-Scholes option pricing model on the date of grant, and the expected stock volatility is based on volatility of the Company’s stock price using a historical period commensurate with the expected life of the options. At December 31, 2022, the Company has one grant of options outstanding. The following table summarizes the Company's outstanding and exercisable options at December 31, 2022:
Exercise Price |  | Options Outstanding |  | Weighted Average Remaining Contractual Life (in years) |  | Weighted Average Exercise Price |  | Options Exercisable |  | Weighted Average Exercise Price
$39.55 |  | 5,000 |  |  | 4.26 |  | $ | 39.55 |  |  | 5,000 |  |  | $ | 39.55 |
The following table summarizes information about stock option transactions:
| Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (in years) |  | Aggregate Intrinsic Value
Balance at January 1, 2020 | 117,409 |  |  | $ | 19.91 |  |  |  |  |
Exercised | (75,909) |  |  | 14.73 |  |  |  |  |
Balance at December 31, 2020 | 41,500 |  |  | $ | 29.38 |  |  |  |  |
Exercised | (36,500) |  |  | 27.99 |  |  |  |  |
Balance at December 31, 2021 | 5,000 |  |  | $ | 39.55 |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Balance at December 31, 2022 | 5,000 |  |  | $ | 39.55 |  |  | 4.26 |  | $ | 31,650 |
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the $45.88 per share market price of the Company’s common stock as of December 31, 2022, which would have been received by the option holder had the option holder with an exercise price below the per share market price on December 31, 2022, exercised the options as of that date. Stock Units and Common Stock The following table summarizes information about non-vested restricted stock units and performance stock units (that will convert to shares upon vesting) and common stock:
| Restricted Stock Units |  | Weighted Average Grant Date Fair Value |  | Common Stock |  | Weighted Average Grant Date Fair Value |  | Performance Stock Units |  | Weighted Average Grant Date Fair Value |  | Deferred Stock Units (2) |  | Weighted Average Grant Date Fair Value
Balance at December 31, 2021 | 204,584 |  |  | $ | 52.90 |  |  | — |  |  | $ | — |  |  | 363,474 |  |  | $ | 55.44 |  |  | 52,472 |  |  | $ | 43.99 |
Granted | 132,430 |  |  | $ | 43.92 |  |  | 15,652 |  |  | $ | 42.49 |  |  | 108,464 |  |  | $ | 47.00 |  |  | 2,460 |  |  | $ | 42.69 |
Adjustments (1) | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | (65,209) |  |  | $ | 82.75 |  |  | — |  |  | $ | — |
Vested | (83,714) |  |  | $ | 45.77 |  |  | (15,652) |  |  | $ | 42.49 |  |  | (145,153) |  |  | $ | 41.28 |  |  | (14,582) |  |  | $ | 40.53 |
Forfeited | (17,930) |  |  | $ | 59.62 |  |  | — |  |  | $ | — |  |  | (50,208) |  |  | $ | 61.51 |  |  | — |  |  | $ | — |
Balance at December 31, 2022 | 235,370 |  |  | $ | 49.87 |  |  | — |  |  | $ | — |  |  | 211,368 |  |  | $ | 50.96 |  |  | 40,350 |  |  | $ | 45.16 |
(1) The Company's PSU adjustments during 2022 represents (i) 55,959 shares for which the performance condition was not achieved and the PSUs were adjusted in the first quarter of 2022 to reflect zero PSU earned as the threshold level of achievement was not met based on the Company's actual ROIC achievement level for the performance period ended December 31, 2021 and (ii) 9,250 shares not earned that related to two separate PSU awards granted in 2019 and 2020 that the threshold level of achievement based on other performance criteria as defined in the respective awards over a two-year or three-year performance periods were not met for the performance periods ended December 31, 2021. (2) Vested and issuable upon termination from service as a member of the Company's Board of Directors. The fair value of the common stock, restricted stock units, and deferred stock units, as well as the performance stock units with a financial performance condition granted during the three years ended December 31, 2022 was based on the Company stock price at grant date of the award. The fair value of the performance stock units with a market condition granted during the three years ended December 31, 2022 were determined using a Monte Carlo simulation as of the grant date of the award. The Company granted performance units with a market condition during 2020; however, no such awards were granted in 2022 and 2021. The following table sets forth the aggregate intrinsic value of options exercised and aggregate fair value of restricted stock units and restricted shares that vested during the years ended December 31 (in thousands):
| 2022 |  | 2021 |  | 2020
Aggregate intrinsic value of options exercised | $ | — |  |  | $ | 2,103 |  |  | $ | 3,812 |
Aggregate fair value of vested restricted stock units | $ | 3,920 |  |  | $ | 6,320 |  |  | $ | 11,851 |
Aggregate fair value of vested common stock | $ | 665 |  |  | $ | 370 |  |  | $ | 190 |
Aggregate fair value of vested performance stock units | $ | 6,729 |  |  | $ | 9,080 |  |  | $ | 4,197 |
Aggregate fair value of vested deferred stock units | $ | 105 |  |  | $ | 630 |  |  | $ | 570 |
As of December 31, 2022, there was $9.3 million of total unrecognized compensation cost related to non-vested restricted and performance stock units. That cost is expected to be recognized over a weighted average period of 2.3 years. Equity Based Awards - Settled in Cash Management Stock Purchase Plan The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the "MSPP") which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation. The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2022 were $15.4 million, of which $2.3 million was included in current accrued expenses and $13.1 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2021 were $22.6 million, of which $2.9 million was included in current accrued expenses and $19.7 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liability were $13.4 million and $20.7 million at December 31, 2022 and 2021, respectively. The following table provides the number of restricted stock units credited to active participant accounts, balance of vested and unvested restricted stock units within active participant accounts, payments made with respect to restricted stock units issued under the MSPP, and MSPP expense during years ended December 31:
| 2022 |  | 2021 |  | 2020
Restricted stock units credited | 12,365 |  |  | 30,475 |  |  | 57,046 |
Restricted stock units balance, vested and unvested | 158,644 |  |  | 223,892 |  |  | 231,343 |
Share-based liabilities paid (in thousands) | $ | 3,689 |  |  | $ | 4,915 |  |  | $ | 15,401 |
MSPP (recovery) expense (in thousands) | $ | (4,459) |  |  | $ | 6,034 |  |  | $ | 4,518 |

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