XML 30 R18.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Share-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2021
Share-based Payment Arrangement [Abstract] |
Share-Based Compensation | Note 10 — Share-Based Compensation The components of the Company’s shared-based compensation expense for the years ended December 31, 2021, 2020 and 2019 are as follows:
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
| (in thousands)
Stock options | $ | 1,832 |  |  | $ | 2,134 |  |  | $ | 2,623 |
Restricted stock, restricted stock units and deferred stock units | 6,367 |  |  | 5,195 |  |  | 3,967 |
Performance stock units | 401 |  |  | — |  |  | — |
Employee Stock Purchase Plan | 227 |  |  | 543 |  |  | 275 |
Total pre-tax share-based compensation expense charged against income 1 | $ | 8,827 |  |  | $ | 7,872 |  |  | $ | 6,865 |
Total recognized tax (deficiency) benefit related to share-based compensation | $ | (217) |  |  | $ | (293) |  |  | $ | 196 |
1. Share-based compensation expense is recorded in cost of services and selling, general and administrative expense in the Company’s Consolidated Statements of Comprehensive Income. At December 31, 2021 and 2020, the unrecognized compensation cost related to unvested stock options and awards was $17.5 million and $16.7 million, respectively. The weighted average period over which these awards will vest was approximately 2.6 years as of December 31, 2021 and 2020. 2020 Omnibus Incentive Plan On May 26, 2020, the Company adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”) after approval by the Company’s Shareholders. The 2020 Plan provides that current or prospective officers, employees, non-employee directors and advisors can receive share-based awards such as stock options, performance stock units, restricted stock units and other stock awards. The 2020 Plan seeks to encourage profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s operating objectives. As of December 31, 2021, there were 4.9 million shares of common stock reserved for issuance under the 2020 Plan, of which, 2.1 million are available for future grant. The amount of shares available for issuance under the 2020 Plan will increase when outstanding awards under the Company’s Second Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) are subsequently forfeited, terminated, lapsed, or satisfied thereunder in cash or property other than shares. No stock award will have a term in excess of 10 years. The Nominating, Compensation and Stock Option Committee (the “NCSO”) of the Board of Directors is responsible for determining the terms of the grants in accordance with the 2020 Plan. Stock Options A summary of stock options outstanding under the 2020 Plan and the 2012 Plan as of December 31, 2021 and changes during 2021 are as follows:
| Stock Options Outstanding
| Number of Shares |  | Weighted Average Exercise Price
| (in thousands) |  |
December 31, 2020 | 2,098 |  |  | $ | 33.35 |
Granted | 207 |  |  | $ | 28.45 |
Exercised | (109) |  |  | $ | 22.38 |
Forfeited | (3) |  |  | $ | 39.38 |
Expired | (12) |  |  | $ | 33.96 |
December 31, 2021 | 2,181 |  |  | $ | 33.42 |
The weighted average grant-date fair value of stock options granted during the years ended December 31, 2021, 2020, and 2019 was $7.01, $4.66 and $8.18 per common share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $0.7 million, $1.3 million and $5.5 million, respectively. The total fair value of stock options vested during the years ended December 31, 2021, 2020 and 2019 were $2.1 million, $2.6 million and $3.0 million, respectively. For the year ended December 31, 2021 the tax deficiency realized from stock options exercised was immaterial. For the years ended December 31, 2020 and 2019, the tax benefit realized from stock options exercised was $0.1 million and $0.2 million, respectively. The fair value of stock option awards granted in 2021, 2020 and 2019 were estimated on the dates of grant using the Black-Scholes option valuation model with the following assumptions:
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
Risk-free interest rate | 0.6 | % |  | 1.8 | % |  | 2.5 | %
Weighted average expected life | 6.6 years |  | 6.6 years |  | 5.7 years
Expected volatility | 34.7 | % |  | 26.5 | % |  | 22.6 | %
Dividend yield | 2.9 | % |  | 3.2 | % |  | 1.9 | %
The following table summarizes other information about the stock options at December 31, 2021:
| December 31, 2021
| (amounts in thousands, except per share data)
Outstanding: |
Aggregate intrinsic value | $ | 18 |
Weighted average remaining contractual life | 4.9 years
Exercisable: |
Number of options | 1,538 |
Weighted average exercise price | $ | 33.43 |
Aggregate intrinsic value | $ | 18 |
Weighted average remaining contractual life | 3.7 years
Restricted Stock Units The fair value of outstanding restricted stock units and restricted stock was determined based on the market price of the shares on the date of grant. During the years ended December 31, 2021, 2020 and 2019 the Company granted 0.3 million, 0.3 million, and 0.2 million restricted stock units with weighted average grant date fair values of $28.53, $24.43, and $40.49 per unit, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company did not grant any restricted stock. A summary of the outstanding restricted stock units and restricted stock as of December 31, 2020 and changes during the year ended December 31, 2021 is as follows:
| Restricted Stock Units and Restricted Stock
| Number |  | Weighted Average Grant Date Fair Value
| (in thousands) |  |
December 31, 2020 | 561 |  |  | $ | 33.31 |
Granted | 262 |  |  | $ | 28.53 |
Vested | (149) |  |  | $ | 35.32 |
Forfeited | (22) |  |  | $ | 30.24 |
December 31, 2021 | 652 |  |  | $ | 31.03 |
The weighted average remaining vesting period for the unvested restricted stock units and restricted stock is 2.9 years. The weighted average grant-date fair values and total fair values of restricted stock units and restricted stock vested during 2021, 2020 and 2019 were as follows:
|  | Year Ended December 31,
|  | 2021 |  | 2020 |  | 2019
|  | (in thousands, except per share data)
Weighted average grant-date fair value of restricted stock units granted |  | $ | 28.53 |  |  | $ | 24.43 |  |  | $ | 40.49 |
Total fair value of restricted stock units and restricted shares vested |  | $ | 4,185 |  |  | $ | 2,287 |  |  | $ | 2,399 |
Performance Stock Units On January 4, 2021, the NCSO granted 35,000 Performance Stock Units (“PSUs”) to the Company’s executive officers. Such PSUs are contingent upon the achievement of certain total shareholder return (“TSR”) targets as compared to the TSR of the S&P 400 MidCap Index and the participant’s continued employment with the Company for the three year period ending December 31, 2023, the date at which such awards vest. The unrecognized share-based compensation cost of the TSR-based PSU awards at December 31, 2021 is $0.8 million and is expected to be recognized over a weighted-average period of 2.1 years A summary of the outstanding PSUs as of December 31, 2020 and changes during the year ended December 31, 2021 is as follows:
| Performance Stock Units
| Number |  | Weighted Average Grant Date Fair Value
| (in thousands) |  |
December 31, 2020 | — |  |  | $ | — |
Granted | 35 |  |  | $ | 34.52 |
Vested | — |  |  | $ | — |
Forfeited | — |  |  | $ | — |
December 31, 2021 | 35 |  |  | $ | 34.52 |
Deferred Stock Units On June 4, 2021, the NCSO granted an aggregate of 10,000 Deferred Stock Units (“DSUs”) to the Company’s non-employee directors. Each DSU award vests in one year. Once vested, the recipient shall be entitled to receive a lump sum payment of a number of shares equal to the total number of DSUs issued to such recipient upon the first to occur of (i) the five year anniversary of the date of grant, (ii) the recipient’s death, disability or separation of service from the Board, or (iii) a change of control (as defined by the 2020 Plan). The unrecognized share-based compensation cost of the DSU awards at December 31, 2021 is $0.1 million and is expected to be recognized over a weighted-average period of 0.4 years. Employee Stock Purchase Plan The Company’s Employee Stock Purchase Plan (“ESPP”) is currently available through 2026 to all eligible employees. All full-time and part-time employees who work an average of 20 hours per week and have completed two years of continuous service with the Company are eligible to participate. Annual offerings commence and terminate on the respective year’s first and last calendar day. Under the ESPP, the Company is authorized to issue up to 4.1 million shares of its common stock to its employees. Pursuant to such authorization, there are 2.0 million shares available for future grant at December 31, 2021. Under the terms of the ESPP, participants may contribute through payroll deductions up to $21,250 (85% of IRS limitation) of their compensation toward the purchase of the Company’s common stock. No employee may purchase common stock which exceeds $25,000 in fair market value (determined on the option date) for each calendar year. The option price per share is equal to the lower of 85% of the fair market price on the first day of the offering period, or 85% of the fair market price on the last day of the offering period. The following table summarizes information about the Company’s ESPP annual offerings for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
| (in thousands, except per share data)
Common shares purchased | 85 |  |  | 73 |  |  | 75 |
Per common share purchase price | $ | 15.12 |  |  | $ | 20.67 |  |  | $ | 20.67 |
The expense associated with the options granted under the ESPP during the year ended December 31, 2021 and 2020 was estimated on the date of grant using the Black-Scholes option valuation model with the following assumptions:
| Year Ended December 31,
| 2021 |  | 2020
Risk-free interest rate | 0.1% |  | 1.6%
Weighted average expected life (years) | 1.0 |  | 1.0
Expected volatility | 61.7% |  | 42.0%
Dividend yield | 2.9% |  | 3.3%
Deferred Compensation Plan The Company offers a Supplemental Executive Retirement Plan (“SERP”) for executives and certain key employees. The SERP is not qualified under Section 401 of the Internal Revenue Code. The SERP allows participants to defer up to 25% of their earned income on a pre-tax basis and as of the last day of each plan year, each participant will be credited with a 25% match of up to 15% of their earnings deferred in the form of the Company’s common stock based on the then-current market value. SERP participants fully vest in the Company’s matching contribution three years from the first day of the initial year of participation. The income deferred and the matching contributions are unsecured and subject to the claims of the Company’s general creditors. Under the SERP, the Company is authorized to issue 1.0 million shares of its common stock to its employees. Pursuant to such authorization, the Company has 0.3 million shares available for future grant at December 31, 2021. At the time of issuance, such shares are accounted for at cost as treasury stock. At December 31, 2021, approximately 0.3 million of such shares are vested and remain in the respective active participants’ accounts with the trustee. The following table summarizes information about the SERP during the plan years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
| (in thousands)
SERP expense 1 | $ | 531 |  |  | $ | 512 |  |  | $ | 539 |
Treasury shares issued to fund SERP expense 2 | 30 |  |  | 18 |  |  | 22 |
Year end SERP trust account balance 3 | $ | 59,086 |  |  | $ | 54,729 |  |  | $ | 43,952 |
Unrealized gain recorded in SERP liability account | $ | 6,676 |  |  | $ | 9,200 |  |  | $ | 7,353 |
1. Both the SERP match and the deferrals are included in the selling, general and administrative caption in the Consolidated Statements of Comprehensive Income. 2. Shares related to the SERP match for each year are funded at the beginning of the subsequent year. 3. SERP trust account investments are recorded at their fair value which is based on quoted market prices. Differences between such amounts in the table above and the deferred compensation funding asset reported on the Consolidated Balance Sheets represent the value of Company common stock held in the Plan participants’ trust accounts and reported by the Company as treasury stock in the Consolidated Balance Sheets.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

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