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Share-Based Compensation | 12 Months Ended
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Dec. 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, as amended, (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 reserved 1,750,000 shares of common stock for issuance under the 2017 Plan. On May 24, 2022, we amended and restated the 2017 Plan, which among other things, increased the number of shares reserved for issuance under the 2017 Plan by 840,000 shares, thus bringing the total number of reserved shares to 2,590,000. As of December 31, 2022, there were 1,202,763 shares available for future grant under the 2017 Plan. The following table summarizes share-based compensation expense:
|  | Year Ended December 31, |
(in thousands) |  | 2022 |  |  | 2021 |  |  | 2020 |
Performance-based restricted stock units |  | $ | 541 |  |  | $ | 549 |  |  | $ | (2,187 | )
Restricted stock awards and restricted stock units |  |  | 6,703 |  |  |  | 5,451 |  |  |  | 4,523 |
Stock options |  |  | 2,997 |  |  |  | 1,727 |  |  |  | 317 |
Share-based compensation expense before income tax |  |  | 10,241 |  |  |  | 7,727 |  |  |  | 2,653 |
Income tax benefit(1) |  |  | (117 | ) |  |  | (82 | ) |  |  | — |
Share-based compensation expense, net of income tax |  | $ | 10,124 |  |  | $ | 7,645 |  |  | $ | 2,653 |
(1) The 2022 and 2021 income tax benefit amount primarily reflects the tax benefit associated with our Canadian-based employees. There was no income tax benefit in 2020 associated with our employees in the United States and the United Kingdom due to a valuation allowance on our deferred tax assets within these jurisdictions. Refer to Note 17 – Income Taxes. We recorded no share-based compensation expense through restructuring charges in 2022, 2021 or 2020. No share-based compensation costs were capitalized during 2022, 2021, or 2020. 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 year ended December 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. In 2020, PRSUs granted in 2017 vested and we paid $2.6 million in cash. No PRSUs were paid in shares in 2020. As of December 31, 2022, the unamortized cost of outstanding equity-based PRSUs was $1.6 million, which we expect to recognize over a weighted-average period of approximately 2.0 years. Liabilities related to liability-based PRSUs were zero as of December 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 |  |  | (97,367 | ) |  | $ | 43.03 |  |  |  | (913 | ) |  | $ | 56.23 |
Balance at December 31, 2022 |  |  | 101,785 |  |  | $ | 31.28 |  |  |  | 40,075 |  |  | $ | 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 December 31, 2022, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $8.1 million, which we expect to recognize over a weighted-average period of approximately 1.3 years. We withheld 43,887 shares for $1.4 million during 2022, 37,686 shares for $1.6 million during 2021, and 42,185 shares for $1.7 million during 2020 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 December 31, 2022 and $0.2 million as of December 31, 2021. In 2022, 3,709 restricted stock units vested, and we paid $0.1 million in cash. In 2021, 3,174 restricted stock units vested, and we paid $0.1 million in cash. In 2020, 2,815 restricted stock units vested, and we paid $0.2 million in cash and $2.0 million in shares. 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 |  |  | — |  |  | $ | — |  |  |  | 289,825 |  |  | $ | 31.23 |  |  |  | — |  |  | $ | — |
Vested |  |  | (52,127 | ) |  | $ | 52.21 |  |  |  | (103,327 | ) |  | $ | 29.83 |  |  |  | (3,709 | ) |  | $ | 56.66 |
Forfeited |  |  | (1,373 | ) |  | $ | 56.23 |  |  |  | (13,667 | ) |  | $ | 36.89 |  |  |  | (309 | ) |  | $ | 56.47 |
Balance at December 31, 2022 |  |  | 23,292 |  |  | $ | 54.03 |  |  |  | 412,019 |  |  | $ | 33.43 |  |  |  | 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 December 31, 2022 |  |  | 425,978 |  |  | $ | 35.93 |  |  | $ | 137,541 |
Options exercisable at December 31, 2022 |  |  | 100,103 |  |  | $ | 32.39 |  |  | $ | 137,541 |
(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 December 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 |  |  |  | 4.65 |  |  | $ | 21.85 |  |  |  | 54,150 |  |  | $ | 21.85 |
$33.96 |  |  | 233,970 |  |  |  | 6.15 |  |  | $ | 33.96 |  |  |  | — |  |  | $ | — |
$44.80 |  |  | 137,858 |  |  |  | 5.15 |  |  | $ | 44.80 |  |  |  | 45,953 |  |  | $ | 44.80 |
$21.85 - $44.80 |  |  | 425,978 |  |  |  | 5.64 |  |  | $ | 35.93 |  |  |  | 100,103 |  |  | $ | 32.39 |
The fair value of stock options granted in 2022 was estimated on the date of grant using the Black-Scholes stock option pricing model. Following is additional information on stock options granted during 2022 and the underlying assumptions used in assessing fair value:
|  | Year Ended |
|  | December 31, 2022 |
Assumptions used to estimate fair value of stock options granted: |  |  |
Risk-free interest rate |  |  | 1.9 | %
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 December 31, 2022 and 2021, the total unrecognized compensation cost related to non-vested stock option awards was $2.3 million and $1.4 million, respectively. We expect to recognize such costs over a weighted-average period of approximately 1.0 years.

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