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Share-Based Compensation
3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 3. Share-Based Compensation

We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Viad Corp Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. In June 2017, we registered 1,750,000 shares of common stock issuable under the 2017 Plan. As of March 31, 2022, there were 427,774 shares available for future grant under the 2017 Plan.

The following table summarizes share-based compensation expense:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2022

 

 

2021

 

Performance-based restricted stock units

 

$

14

 

 

$

140

 

Restricted stock awards and restricted stock units

 

 

1,562

 

 

 

1,244

 

Stock options

 

 

590

 

 

 

379

 

Share-based compensation expense before income tax

 

 

2,166

 

 

 

1,763

 

Income tax benefit(1)

 

 

(17

)

 

 

(27

)

Share-based compensation expense, net of income tax

 

$

2,149

 

 

$

1,736

 

(1)
The 2022 and 2021 income tax benefit amount primarily reflects the tax benefit associated with our Canadian-based employees.

Performance-based Restricted Stock Units

Performance-based restricted stock units (“PRSUs”) are tied to our stock price and the expected achievement of certain performance-based criteria. The vesting of PRSUs is based upon the achievement of the performance-based criteria over a three to four-year period. We account for PRSUs that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period. The estimated number of units to be achieved is updated each reporting period.

We account for PRSUs that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are recorded when they occur.

During the three months ended March 31, 2022, we granted PRSUs with a grant date fair value of $2.4 million, all of which are payable in shares.

In 2022, PRSUs granted in 2019 vested and we paid $0.4 million in cash. No PRSUs were paid in shares in 2022. In 2021, PRSUs granted in 2018 vested; however, as performance metrics were not achieved, no awards were paid in cash or in shares.

As of March 31, 2022, the unamortized cost of outstanding equity-based PRSUs was $4.6 million, which we expect to recognize over a weighted-average period of approximately 2.1 years. Liabilities related to liability-based PRSUs were $0.1 million as of March 31, 2022 and $0.7 million as of December 31, 2021.

The following table summarizes the activity of the outstanding PRSU awards:

 

 

 

Equity-Based
PRSUs

 

 

Liability-Based
PRSUs

 

 

 

Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

 

Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Balance at December 31, 2021

 

 

134,152

 

 

$

37.30

 

 

 

77,746

 

 

$

57.13

 

Granted

 

 

65,000

 

 

$

36.46

 

 

 

 

 

$

 

Vested

 

 

 

 

$

 

 

 

(36,758

)

 

$

58.31

 

Forfeited

 

 

 

 

$

 

 

 

(461

)

 

$

56.23

 

Balance at March 31, 2022

 

 

199,152

 

 

$

37.03

 

 

 

40,527

 

 

$

56.06

 

Service-based Restricted Stock Awards and Restricted Stock Units

Restricted stock awards and restricted stock units are service-based awards. We account for restricted stock awards and restricted stock units that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period.

We account for restricted stock units that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are recorded when they occur.

As of March 31, 2022, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $8.0 million, which we expect to recognize over a weighted-average period of approximately 1.4 years. We withheld 14,750 shares for $0.5 million during the three months ended March 31, 2022 and 12,055 shares for $0.5 million during the three months ended March 31, 2021 related to tax withholding requirements on vested share-based awards.

Aggregate liabilities related to liability-based restricted stock units were $0.1 million as of March 31, 2022 and $0.2 million as of December 31, 2021. During the three months ended March 31, 2022, 3,709 restricted stock units vested, and we paid $0.1 million in cash. During the three months ended March 31, 2021, 3,174 restricted stock units vested, and we paid $0.1 million in cash.

The following table summarizes the activity of the outstanding restricted stock awards and restricted stock units:

 

 

 

Equity-Based
Restricted Stock Awards

 

 

Equity-Based
Restricted Stock Units

 

 

Liability-Based
Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

 

Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

 

Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Balance at December 31, 2021

 

 

76,792

 

 

$

52.83

 

 

 

239,188

 

 

$

34.74

 

 

 

6,278

 

 

$

55.93

 

Granted

 

 

 

 

$

 

 

 

98,926

 

 

$

33.96

 

 

 

 

 

$

 

Vested

 

 

(51,331

)

 

$

52.05

 

 

 

(20,540

)

 

$

44.79

 

 

 

(3,709

)

 

$

56.66

 

Forfeited

 

 

(211

)

 

$

56.23

 

 

 

(2,811

)

 

$

36.87

 

 

 

(309

)

 

$

56.47

 

Balance at March 31, 2022

 

 

25,250

 

 

$

54.39

 

 

 

314,763

 

 

$

33.82

 

 

 

2,260

 

 

$

54.75

 

Stock Options

We grant non-qualified stock options that are performance-based, as well as non-qualified stock options that are service-based. The performance-based awards are recognized on a straight-line basis over the respective performance period, and the underlying shares expected to be settled are adjusted each reporting period based on estimated future achievement of the respective performance metrics. The service-based awards are recognized on a straight-line basis over the requisite service period on a graded-vesting schedule ranging from one to three years.

The following table summarizes stock option activity:

 

 

 

Shares

 

 

Weighted-Average
Exercise Price

 

 

Aggregate Intrinsic Value(1)

 

Options outstanding at December 31, 2021

 

 

312,008

 

 

$

31.01

 

 

 

 

Granted

 

 

233,970

 

 

$

33.96

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

Forfeited

 

 

(120,000

)

 

$

19.30

 

 

 

 

Options outstanding at March 31, 2022

 

 

425,978

 

 

$

35.93

 

 

$

1,139,798

 

Options exercisable at March 31, 2022

 

 

73,028

 

 

$

36.29

 

 

$

373,364

 

(1)
The aggregate intrinsic value of stock options outstanding represents the difference between our closing stock price at the end of the reporting period and the exercise price, multiplied by the number of in-the-money stock options.

The following table summarizes stock options outstanding and exercisable as of March 31, 2022:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of exercise prices

 

Shares

 

 

Weighted-Average
Remaining Contractual Life
(in years)

 

 

Weighted-Average
Exercise Price

 

 

Shares

 

 

Weighted-Average
Exercise Price

 

$21.85

 

 

54,150

 

 

 

5.41

 

 

$

21.85

 

 

 

27,075

 

 

$

21.85

 

$33.96

 

 

233,970

 

 

 

6.90

 

 

$

33.96

 

 

 

 

 

$

 

$44.80

 

 

137,858

 

 

 

5.90

 

 

$

44.80

 

 

 

45,953

 

 

$

44.80

 

$21.85 - $44.80

 

 

425,978

 

 

 

6.39

 

 

$

35.93

 

 

 

73,028

 

 

$

36.29

 

The fair value of stock options granted in 2022 was estimated on the date of grant using the Black-Scholes option pricing model.

Following is additional information on stock options granted during the three months ended March 31, 2022 and the underlying assumptions used in assessing fair value:

 

 

 

Three Months Ended

 

 

 

March 31, 2022

 

Assumptions used to estimate fair value of stock options granted:

 

 

 

Risk-free interest rate

 

 

1.86

%

Expected term (in years)

 

 

4.5

 

Expected volatility

 

 

58.3

%

Expected dividend yield

 

 

 

Weighted average grant-date fair value per share of options granted

 

$

16.50

 

As of March 31, 2022, the total unrecognized compensation cost related to non-vested stock option awards was $4.7 million. We expect to recognize such costs over a weighted-average period of approximately 1.7 years.