XML 26 R17.htm IDEA: XBRL DOCUMENT
v3.22.2

Share-Based Compensation | 6 Months Ended
--- | ---
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Note 10—Share-Based Compensation The components of the Company’s share-based compensation expense for the six months ended June 30, 2022 and 2021 are as follows:
| Six Months Ended June 30,
| 2022 |  | 2021
| (in thousands)
Stock options | $ | 625 |  |  | $ | 918 |
Restricted stock and restricted stock units | 3,561 |  |  | 3,148 |
Performance Stock Units | 404 |  |  | 197 |
Employee Stock Purchase Plan | 178 |  |  | 306 |
Total pre-tax share-based compensation expense charged against income 1 | $ | 4,768 |  |  | $ | 4,569 |
1.Share-based compensation expense is recorded in “C ost of services provided” and “S elling, general and administrative expense” in the Company’s Consolidated Statements of Comprehensive Income. At June 30, 2022, the unrecognized compensation cost related to unvested stock options and awards was $20.8 million. The weighted average period over which these awards will vest is approximately 3.3 years. 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 at the Annual Meeting of 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 June 30, 2022, there were 4.7 million shares of common stock reserved for issuance under the 2020 Plan, of which, 1.4 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 the six months ended June 30, 2022 are as follows:
| Stock Options Outstanding
| Number of Shares |  | Weighted Average Exercise Price
| (in thousands) |  |
December 31, 2021 | 2,181 |  |  | $ | 33.42 |
Granted | 352 |  |  | $ | 18.10 |
Exercised | (23) |  |  | $ | 17.50 |
Forfeited | — |  |  | $ | — |
Expired | (111) |  |  | $ | 27.61 |
June 30, 2022 | 2,399 |  |  | $ | 31.59 |
The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2022 and 2021 was $4.06 and $7.01 per common share, respectively. The total intrinsic value of stock options exercised during the six months ended June 30, 2022 and 2021 was $0.1 million and $0.4 million, respectively. The fair value of stock option awards granted in 2022 and 2021 was estimated on the date of grant using the Black-Scholes option valuation model with the following assumptions:
| Six Months Ended June 30,
| 2022 |  | 2021
Risk-free interest rate | 1.5 | % |  | 0.6 | %
Weighted average expected life | 6.7 years |  | 6.6 years
Expected volatility | 36.6 | % |  | 34.7 | %
Dividend yield | 4.6 | % |  | 2.9 | %
The following table summarizes other information about the stock options at June 30, 2022:
| June 30, 2022
| (amounts in thousands, except per share data)
Outstanding: |
Aggregate intrinsic value | $ | — |
Weighted average remaining contractual life | 5.3 years
Exercisable: |
Number of options | 1,642 |
Weighted average exercise price | $ | 34.54 |
Aggregate intrinsic value | $ | — |
Weighted average remaining contractual life | 3.8 years
Restricted Stock Units The fair value of outstanding restricted stock units was determined based on the market price of the shares on the date of grant. During the six months ended June 30, 2022, the Company granted 0.4 million restricted stock units to its employees with a weighted average grant date fair value of $18.06 per unit. During the six months ended June 30, 2021, the Company granted 0.3 million restricted stock units with a weighted average grant date fair value of $28.53 per unit. A summary of the outstanding restricted stock units as of December 31, 2021 and changes during the six months ended June 30, 2022 is as follows:
| Restricted Stock Units
| Number |  | Weighted Average Grant Date Fair Value
| (in thousands) |  |
December 31, 2021 | 652 |  |  | $ | 31.03 |
Granted | 410 |  |  | $ | 18.06 |
Vested | (183) |  |  | $ | 33.57 |
Forfeited | (29) |  |  | $ | 26.51 |
June 30, 2022 | 850 |  |  | $ | 24.39 |
Performance Stock Units On January 4, 2022, the NCSO granted 60,000 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, 2024, the date at which such PSUs vest. The unrecognized share-based compensation cost of the TSR-based PSU awards at June 30, 2022 is $1.7 million and is expected to be recognized over a weighted-average period of 2.3 years. A summary of the outstanding PSUs as of December 31, 2021 and changes during the six months ended June 30, 2022 is as follows:
| Performance Stock Units
| Number |  | Weighted Average Grant Date Fair Value
| (in thousands) |  |
December 31, 2021 | 35 |  |  | $ | 34.52 |
Granted | 60 |  |  | $ | 21.00 |
Vested | — |  |  | $ | — |
Forfeited | — |  |  | $ | — |
June 30, 2022 | 95 |  |  | $ | 26.01 |
Deferred Stock Units During the six months ended June 30, 2022 , the NCSO granted 20,000 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 years 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 outstanding DSU awards at June 30, 2022 is $0.3 million and is expected to be recognized over a weighted-average period of 0.9 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 June 30, 2022. The expense associated with the options granted under the ESPP during the six months ended June 30, 2022 and 2021 was estimated on the date of grant using the Black-Scholes option valuation model with the following assumptions:
| Six Months Ended June 30,
| 2022 |  | 2021
Risk-free interest rate | 0.4% |  | 0.1%
Weighted average expected life (years) | 1.0 |  | 1.0
Expected volatility | 36.9% |  | 61.7%
Dividend yield | 4.7% |  | 2.9%
Deferred Compensation Plan The Company offers a Supplemental Executive Retirement Plan (“SERP”) for executives and certain key employees. The SERP allows participants to defer a portion 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 match of a portion of their deferral in the form of the Company’s common stock based on the then-current market value. 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 June 30, 2022. At the time of issuance, such shares are accounted for at cost as treasury stock. The following table summarizes information about the SERP during the six months ended June 30, 2022 and 2021:
| Six Months Ended June 30,
| 2022 |  | 2021
| (in thousands)
SERP expense 1 | $ | 289 |  |  | $ | 324 |
Unrealized (loss) gain recorded in SERP liability account | $ | (10,164) |  |  | $ | 4,207 |
1.Both the SERP match and the deferrals are included in the “selling, general and administrative” caption in the Consolidated Statements of Comprehensive Income.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + 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