v3.24.0.1

Equity | 12 Months Ended
--- | ---
Dec. 31, 2023
Equity [Abstract] |
Equity | Equity Share Repurchase Program On February 12, 2018, the Company’s Board of Directors authorized the repurchase of shares of the Company’s common stock from time-to-time on the open market or in privately negotiated transactions. No repurchases of the Company’s common stock have been made under this plan since the third quarter of 2018. As of December 31, 2023, the remaining stock repurchase authorization provided by the Board of Directors was $100 million. The timing, amount and method of shares repurchased is determined by management based on its evaluation of market conditions and other factors. There is no term associated with the remaining repurchase authorization. Accumulated Other Comprehensive Loss The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2023, 2022 and 2021. All amounts are net of tax and noncontrolling interest, if any.
| Accumulated Other Comprehensive Loss Components
| Net Unrecognized Pension And Other Post-Retirement Benefit Cost |  | Foreign Currency Translation Adjustment |  | Unrealized Gain (Loss) On Hedging Activities |  | Total
| (In thousands)
Balance at January 1, 2021 | $ | (112,783) |  |  | $ | (360,977) |  |  | $ | 21,654 |  |  | $ | (452,106) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |
Net actuarial gain | 20,866 |  |  | — |  |  | — |  |  | 20,866 |
Foreign currency translation adjustment | 1,339 |  |  | (146,409) |  |  | (230) |  |  | (145,300) |
Gain on long-term intra-entity foreign currency transactions | — |  |  | 32,261 |  |  | — |  |  | 32,261 |
Gain on net investment hedges | — |  |  | — |  |  | 23,247 |  |  | 23,247 |
Other comprehensive income (loss) before reclassifications: | 22,205 |  |  | (114,148) |  |  | 23,017 |  |  | (68,926) |
Amounts reclassified from Accumulated other comprehensive loss(1) | 5,019 |  |  | — |  |  | — |  |  | 5,019 |
Net Other comprehensive income (loss) | 27,224 |  |  | (114,148) |  |  | 23,017 |  |  | (63,907) |
Balance at December 31, 2021 | (85,559) |  |  | (475,125) |  |  | 44,671 |  |  | (516,013) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |
Net actuarial gain | 12,207 |  |  | — |  |  | — |  |  | 12,207 |
Foreign currency translation adjustment | 470 |  |  | (37,953) |  |  | — |  |  | (37,483) |
Loss on long-term intra-entity foreign currency transactions | — |  |  | (21,779) |  |  | — |  |  | (21,779) |
Gain on net investment hedges | — |  |  | — |  |  | 9,028 |  |  | 9,028 |
Other comprehensive income (loss) before reclassifications: | 12,677 |  |  | (59,732) |  |  | 9,028 |  |  | (38,027) |
Amounts reclassified from Accumulated other comprehensive loss(1) | 629 |  | — |  |  | — |  |  | 629
Net Other comprehensive income (loss) | 13,306 |  |  | (59,732) |  |  | 9,028 |  |  | (37,398) |
Distribution of ESAB Corporation | 84,460 |  |  | 469,220 |  |  | (53,699) |  |  | 499,981 |
Balance at December 31, 2022 | 12,207 |  |  | (65,637) |  |  | — |  |  | (53,430) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |
Net actuarial loss | (8,052) |  |  | — |  |  | — |  |  | (8,052) |
Foreign currency translation adjustment | 2,829 |  |  | 63,621 |  |  | — |  |  | 66,450 |
Loss on net investment hedges | — |  |  | — |  |  | (27,943) |  |  | (27,943) |
Other comprehensive income (loss) before reclassifications: | (5,223) |  |  | 63,621 |  |  | (27,943) |  |  | 30,455 |
Amounts reclassified from Accumulated other comprehensive loss(1) | (1,976) |  |  | — |  |  | 70 |  |  | (1,906) |
Net Other comprehensive income (loss) | (7,199) |  |  | 63,621 |  |  | (27,873) |  |  | 28,549 |
Balance at December 31, 2023 | $ | 5,008 |  |  | $ | (2,016) |  |  | $ | (27,873) |  |  | $ | (24,881) |
(1) Included in the computation of net periodic benefit cost. See Note 16, “Defined Benefit Plans” for additional details. During the years ended December 31, 2023, 2022 and 2021, Noncontrolling interest increased (decreased) by $0.1 million, $(2.1) million, and $(1.3) million, respectively, as a result of Other comprehensive income, due to foreign currency translation adjustment. Share-Based Payments On June 7, 2022, the shareholders of the Company approved an amendment (the “Amendment”) to the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan”), which was originally adopted by the shareholders of the Company on May 21, 2020. The Amendment authorizes an additional 745,000 shares of common stock of the Company and did not make any other changes to the 2020 Plan. Upon the approval of the 2020 Plan, no additional ordinary shares were to be granted under the Company’s previously approved plans, including the Company’s 2016 Omnibus Incentive Plan dated May 13, 2016. All awards previously granted and outstanding under the prior plans remain subject to the terms of those prior plans. The 2020 Plan provides the Compensation and Human Capital Management Committee of the Company’s Board of Directors (“Compensation Committee”) discretion in creating employee equity incentives. Awards under the 2020 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock, performance-based stock units, dividend equivalents, and other stock-based awards. The Company measures and recognizes compensation expense related to share-based payments based on the fair value of the instruments issued, net of an estimated forfeiture rate. Stock-based compensation expense is generally recognized as a component of Selling, general and administrative expense in the Consolidated Statements of Operations, as payroll costs of the employees receiving the awards are recorded in the same line item. The Company’s Consolidated Statements of Operations reflect the following amounts related to stock-based compensation:
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
| (In thousands)
Stock-based compensation expense(1) | $ | 34,065 |  |  | $ | 38,955 |  |  | $ | 35,350 |
Deferred tax benefit | 2,813 |  |  | 1,236 |  |  | 2,658 |
(1) Stock-based compensation expense includes $2.1 million and $7.7 million of expense included in Income from discontinued operations on the Company’s Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2023, the Company had $25.1 million of unrecognized compensation expense related to stock-based awards that will be recognized over a weighted-average period of 1.1 years. The intrinsic value of awards exercised or issued upon vesting was $19.5 million, $37.2 million, and $48.6 million during the years ended December 31, 2023, 2022 and 2021, respectively. Stock Options Under the 2020 Plan, the Company may grant options to purchase common stock, with a maximum term of 10 years at a purchase price equal to the market value of the Company’s common stock on the date of grant. Stock-based compensation expense for stock option awards is based upon the grant-date fair value using the Black-Scholes option pricing model. The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the entire award. The following table shows the weighted-average assumptions used to calculate the fair value of stock option awards using the Black-Scholes option pricing model, as well as the weighted-average fair value of options granted:
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Expected period that options will be outstanding (in years) | 4.72 |  | 4.77 |  | 4.50
Interest rate (based on U.S. Treasury yields at the time of grant) | 4.05 | % |  | 2.10 | % |  | 0.61 | %
Volatility | 48.54 | % |  | 42.90 | % |  | 43.10 | %
Dividend yield | — |  |  | — |  |  | — |
Weighted-average fair value of options granted(1) | $ | 26.36 |  |  | $ | 27.48 |  |  | $ | 27.64 |
(1) The weighted-average fair value of options granted in 2021 was adjusted by a factor of 1.7 due to the Separation and reverse stock split. . As a result of the Separation, beginning in April 2022, expected volatility is based on the weighted average historical stock price volatility of a group of peer companies for the expected term of the option. Prior to April 2022, expected volatility was estimated based on the historical volatility of the Company’s stock price. The Company considers historical data to estimate forfeitures within the valuation model. Groups of employees that have similar historical exercise behavior are considered together for valuation purposes. The Company has elected to estimate the expected life of an award based upon the Securities and Exchange Commission-approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 107 with the continued use of this method extended under the provisions of Staff Accounting Bulletin No. 110. Stock option activity is as follows:
| Number of Options(1) |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (In years) |  | Aggregate Intrinsic Value(2) (In thousands)
Outstanding at January 1, 2021 | 2,705,070 |  |  | $ | 50.61 |  |  |  |  |
Granted | 331,375 |  |  | 65.08 |  |  |  |  |
Exercised | (712,810) |  |  | 48.91 |  |  |  |  |
Forfeited and expired | (170,529) |  |  | 97.46 |  |  |  |  |
Outstanding at December 31, 2021 | 2,153,106 |  |  | 49.70 |  |  |  |  |
Granted | 154,552 |  |  | 70.23 |  |  |  |  |
Exercised | (127,261) |  |  | 45.69 |  |  |  |  |
Forfeited and expired | (407,069) |  |  | 72.53 |  |  |  |  |
Adjustment due to ESAB Separation(3) | (425,651) |  |  | 57.64 |  |  |  |  |
Outstanding at December 31, 2022 | 1,347,677 |  |  | 59.96 |  |  |  |  |
Granted | 222,707 |  |  | 57.49 |  |  |  |  |
Exercised | (33,514) |  |  | 45.37 |  |  |  |  |
Forfeited and expired | (40,727) |  |  | 67.85 |  |  |  |  |
Outstanding at December 31, 2023 | 1,496,143 |  |  | 59.71 |  |  | 3.23 |  | $ | 4,474 |
Vested or expected to vest at December 31, 2023 | 1,488,175 |  |  | 59.71 |  |  | 3.21 |  | 4,474 |
Exercisable at December 31, 2023 | 1,159,675 |  |  | 58.26 |  |  | 2.57 |  | 4,474 |
(1) The outstanding options as of December 31, 2021 was adjusted by a factor of 1.7 due to the Separation and reverse stock split. (2) The aggregate intrinsic value is based upon the difference between the Company’s closing stock price at the date of the Consolidated Balance Sheet and the exercise price of the stock option for in-the-money stock options. The intrinsic value of outstanding stock options fluctuates based upon the trading value of the Company’s common stock. (3) Reflects the cancellation of outstanding options held by ESAB employees as of April 4, 2022, which were replaced with ESAB options issued by ESAB Corp. as part of the Separation. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $0.4 million, $1.5 million, and $21.4 million, respectively. The fair value of options vested during the years ended December 31, 2023, 2022 and 2021 was $5.4 million, $7.4 million, and $9.0 million, respectively. Restricted Stock Units Under the 2020 Plan, the Compensation Committee may award performance-based restricted stock units (“PRSUs”), the vesting of which is contingent upon meeting service conditions and various performance goals. During the years ended December 31, 2023, 2022 and 2021, the Company granted certain employees PRSUs, the vesting of which is fully based on the Company’s total shareholder return (“TSR”) ranking among a peer group over a three-yea r performance period. The awards also have a service requirement that equals the respective performance periods. The final achievement of the PRSUs granted in 2022 and 2021 was determined as of April 4, 2022 based on the current performance as of the time of the Separation, and it was determined that 100% of the TSR metric was achieved. The achievement factors were determined in accordance with the applicable criteria established by the Compensation Committee. While the achievement factor of the outstanding awards has been determined, they remain subject to the awards’ service period requirements and will therefore continue to vest over the original term of the award. PRSUs with TSR conditions are valued at grant date using a binomial-lattice model (i.e., Monte Carlo simulation model). PRSUs with TSR conditions are recognized on a straight-line basis over the performance periods regardless of the performance condition achievement because the probability is factored into the valuation of the award. The related compensation expense for each of the awards is recognized, on a straight-line basis, over the vesting period. Under the 2020 Plan, the Compensation Committee may also award non-performance-based restricted stock units (“RSUs”) to select executives, employees and outside directors, which typically vest three years after the date of grant. With limited exceptions, the employee must remain in service until the vesting date. The Compensation Committee determines the terms and conditions of each award, incl uding the restriction period and other criteria applicable to the awards. Directors may also elect to defer their annual board fees into RSUs with immediate vesting. Delivery of the shares underlying these director restricted stock units is deferred until termination of the director’s service on the Company’s Board of Directors. The activity in the Company’s PRSUs and RSUs is as follows:
| PRSUs |  | RSUs
| Number of Units(1) |  | Weighted- Average Grant-Date Fair Value |  | Number of Units(1) |  | Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2021 | 430,236 |  |  | $ | 59.70 |  |  | 489,654 |  |  | $ | 55.06 |
Granted | 146,322 |  |  | 77.84 |  |  | 464,279 |  |  | 78.84 |
Vested | (113,991) |  |  | 52.75 |  |  | (248,405) |  |  | 51.71 |
Forfeited and expired | (96,492) |  |  | 48.30 |  |  | (60,311) |  |  | 63.95 |
Nonvested at December 31, 2021 | 366,075 |  |  | 72.13 |  |  | 645,217 |  |  | 69.44 |
Granted | 192,921 |  |  | 47.89 |  |  | 303,752 |  |  | 67.58 |
Vested | (230,310) |  |  | 49.69 |  |  | (243,485) |  |  | 64.11 |
Forfeited and expired | (35,516) |  |  | 46.07 |  |  | (70,914) |  |  | 69.22 |
Adjustment due to ESAB Separation(2) | (32,373) |  |  | 46.07 |  |  | (131,291) |  |  | 71.52 |
Nonvested at December 31, 2022 | 260,797 |  |  | 77.34 |  |  | 503,279 |  |  | 71.33 |
Granted | 121,352 |  |  | 71.80 |  |  | 303,350 |  |  | 57.43 |
Vested | (164,948) |  |  | 82.96 |  |  | (253,791) |  |  | 71.55 |
Forfeited and expired | — |  |  | — |  |  | (44,857) |  |  | 63.43 |
Nonvested at December 31, 2023 | 217,201 |  |  | 69.97 |  |  | 507,981 |  |  | 63.59 |
(1) The outstanding awards as of December 31, 2021 has been adjusted by a factor of 1.7 due to the Separation and reverse stock split. (2) Reflects the cancellation of unvested awards held by ESAB employees as of April 4, 2022, which were replaced with ESAB awards issued by ESAB as part of the Separation. The fair value of shares vested during the years ended December 31, 2023, 2022 and 2021 was $31.8 million, $32.1 million, and $18.3 million, respectively.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration