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Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCKHOLDERS’ EQUITY

Share Authorization

We are authorized to issue 80,000,000 shares of common stock, $0.01 per share par value. We had 26,020,494 and 26,264,245 shares issued and 17,995,155 and 15,331,923 shares outstanding, net of 8,025,339 and 10,932,322 shares held in treasury at par, at December 31, 2020 and 2021, respectively.

Stock Based Compensation Plans

During the year ended December 31, 2021, we had two stock benefits plans in effect under which stock, restricted stock, stock options and performance awards have been granted or remain outstanding: the Second Amended and Restated 2006 Long-Term Incentive Plan (as amended, the “Amended and Restated 2006 Plan”) and the 2017 Omnibus Incentive Plan (as amended, the “2017 Plan”). The Amended and Restated 2006 Plan was terminated upon the approval of the 2017 Plan at the annual shareholders meeting on May 17, 2017. The 2017 Plan expires on May 17, 2027. All stock-based plans are administered by the Compensation Committee appointed by our Board of Directors (our “Board”).

At December 31, 2021, we had 2,427,279 shares available to issue under our 2017 Plan. The termination of the Amended and Restated 2006 Plan does not affect the awards previously issued and outstanding.

Restricted Stock

Restricted stock activity is as follows (in thousands, except shares):


	Year Ended December 31,
	2020			2021
	Shares	Fair Value		Shares	Fair Value
Granted(1)	10,200	$	255	9,300	$	324
Returned for payroll taxes	10,588	$	250	10,399	$	375
Cancelled	—	$	—	966	$	27

(1)

Restricted stock granted during the years ended December 31, 2020 and 2021 will vest over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $25.00 and $34.79, respectively.

A summary of the status of unvested restricted stock as of December 31, 2021, and changes during 2021, is presented below:


Restricted stock awards	Shares	Weighted Average Grant Date Fair Value
Unvested at January 1, 2021	45,130	$	23.34
Granted	9,300	34.79
Vested	(30,821)	23.81
Cancelled	(966)	28.18
Unvested at December 31, 2021	22,643	$	27.21

We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for restricted stock awards of $828,000, $735,000 and $390,000 for the years ended December 31, 2019, 2020 and 2021, respectively.

At December 31, 2021, we had $616,000 of total unrecognized compensation costs related to unvested restricted stock awards, which are expected to be recognized over a weighted average period of 1.2 years.

Stock Options

During the year ended December 31, 2021, we granted 150,000 options to a certain key employee at a weighted average price of $34.79. These options will vest when the price of our common stock closes at or above $53.39 (50,000 options) and $77.34 (100,000 options) for three consecutive days within the ten-year term and the employee has remained continuously employed by us through such date. The fair value of these options was $1.7 million and was calculated using the Monte-Carlo simulation pricing model.

During the year ended December 31, 2021, our stock price closed at or above $53.39 for three consecutive days, which triggered the vesting of the 50,000 options granted during 2021. As a result, we accelerated the recognition of the grant date fair value of these options and recognized stock-based compensation expense of $511,000 during the year ended December 31, 2021. Additionally, we recognized an additional $129,000 of stock-based compensation expense when we accelerated 12,980 options in connection with the resignation of an employee in accordance with the terms of the separation agreement we entered into in connection with such resignation.

Additional stock option activity is as follows (in thousands, except shares):


	Year Ended December 31,
	2020			2021
	Shares	Fair Value		Shares	Fair Value
Granted(1)	20,000	$	92	701,400	$	7,115
Cancelled	146,034	$	846	74,688	$	722

(1)

Stock options granted during the years ended December 31, 2020 and 2021 had a weighted average price of $18.02 and $34.79, respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in 2020 vest over a three-year period and have a ten-year term. The options granted in 2021 vest over a five-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period.


	Year Ended December 31,
	2020			2021
	Shares	Cash		Shares	Cash
Exercised(1)	40,365	N/A		423,294	N/A
Returned for option price(2)	18,640	$	19	211,088	$	1,013
Returned for payroll taxes(3)	2,954	$	89	43,534	$	2,272



(1)			Stock options exercised during the years ended December 31, 2020 and 2021 had a weighted average exercise price of $13.72 and $21.99, respectively, with an aggregate intrinsic value of $0.5 million and $8.2 million, respectively.
(2)			Represents cash received for the payment of the option price.
(3)			Represents cash withheld for the payment of payroll taxes.

Stock options are granted with an exercise price equal to the closing price of our common stock on the date of grant. All of the options granted and outstanding under this plan have either a seven or ten-year term. We utilized the Black-Scholes option pricing model and Monte-Carlo simulation pricing model for estimating the fair value of our stock options. These models allow for the use of a range of assumptions related to volatility, risk-free interest rate, expected holding period and dividend yield. The expected volatility utilized in these valuation models is based on the historical volatility of our stock price. The dividend yield and expected holding period are based on historical experience and management's estimate of future events. The risk-free interest rate is derived from the U.S. Treasury yield curve based on the expected life of the option in effect at the time of grant.

The fair value of the options granted using the Monte-Carlo simulation pricing model was estimated on the date of grant with the following assumptions:


	Year ended December 31, 2021
Awards granted	150,000



Dividend yield	1.15	%
Expected volatility	34.08	%
Risk-free interest rate	1.29	%

The fair value of the options granted using the Black-Scholes option pricing model was estimated on the date of grant with the following assumptions:


	Years Ended December 31,
	2019		2020		2021
Awards granted	100,000		20,000		701,400
Dividend yield	1.23	%	1.67	%	1.15	%
Expected volatility	27.45	%	38.54	%	36.72	%
Risk-free interest rate	1.65	%	0.25	%	0.57	%
Expected holding period (years)	5.0		3.7		5.0
Black-Scholes value	$5.70		$4.61		$10.14

A summary of the stock options at and changes during the three years ended December 31, 2021 is presented in the table below (shares in thousands):


	Years Ended December 31,
	2019			2020			2021
	Shares	Wtd. Avg. Ex. Price		Shares	Wtd. Avg. Ex. Price		Shares	Wtd. Avg. Ex. Price
Outstanding at January 1	1,523	$	21.95	1,078	$	23.22	912	$	23.40
Granted	100	$	24.35	20	$	18.02	851	$	34.79
Exercised	(247)	$	17.37	(40)	$	13.72	(423)	$	21.99
Cancelled or expired	(298)	$	21.96	(146)	$	23.97	(75)	$	33.56
Outstanding at December 31	1,078	$	23.22	912	$	23.40	1,265	$	30.94
Exercisable at December 31	643	$	22.02	668	$	22.90	426	$	25.71

A summary of the intrinsic value of stock options exercised and the fair value of stock options vested for the three years ended December 31, 2021 is presented in the table below (in thousands):


	Years Ended December 31,
	2019		2020		2021
Intrinsic value of options exercised	$	1,197	$	517	$	8,229
Fair value of stock options vested	$	853	$	735	$	1,413

The following table further describes our outstanding stock options at December 31, 2021:


	Options Outstanding				Options Exercisable
Actual Ranges of Exercise Prices	Number Outstanding at 12/31/21	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price		Number Exercisable at 12/31/21	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price
$18.02 - $18.02	13,333	3.48	$	18.02	—	—	$	—
$20.06 - $26.54	464,921	5.18	$	24.80	375,793	5.07	$	24.51
$34.79 - $34.79	786,900	9.14	$	34.79	50,000	9.14	$	34.79
$18.02 - $34.79	1,265,154	7.63	$	30.94	425,793	5.55	$	25.71

The aggregate intrinsic value of the outstanding and exercisable stock options was $42.4 million and $16.5 million, respectively, at December 31, 2021. We had $6.1 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted average period of approximately 4.79 years at December 31, 2021.

We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for stock options, including the accelerated stock options discussed above of $682,000, $669,000 and $2,355,000 for the years ended December 31, 2019, 2020 and 2021, respectively.

Performance Awards

During the year ended December 31, 2020, we issued 237,500 performance awards to certain employees, payable in shares, with a fair value of $2.8 million. On May 19, 2020, we cancelled all performance award agreements previously awarded to all individuals during 2019, as well as the 237,500 performance awards previously granted in 2020. Concurrently with the cancellation of those performance awards, the Compensation Committee of the Board approved 368,921 new performance awards to be issued to certain employees. These new performance awards were treated as a modification of the cancelled awards and resulted in an additional $1.7 million of incremental compensation expense. These awards will vest (if at all) on December 31, 2024, provided that the Company’s common stock reaches the predetermined growth targets for a sustained period beginning on the grant date and ending on December 31, 2024.

On June 1, 2021, we amended the performance award agreements granted on May 19, 2020 for three of our executives. The amendment increased the amount of performance awards payable in shares for the last three predetermined growth targets. It was treated as a modification of the original performance award agreement and resulted in an additional $2.6 million of incremental compensation expense, expected to be recognized over the remaining term of 36 months.

Additional performance award activity is as follows (in thousands, except shares):


	Years Ended December 31,
	2020			2021
	Shares	Fair Value		Shares	Fair Value
Granted	30,743	$	733	55,302	$	2,116
Cancelled	33,538	$	631	55,896	$	799

A summary of the new performance award and changes during the year ended December 31, 2021 is presented in the table and below:


Performance Awards	Shares	Weighted Average Grant Date Fair Value
At January 1, 2021	366,124	$	10.89
Granted	55,302	38.27
Amended	70,236	36.36

Cancelled	(55,896)	14.29
At December 31, 2021	435,766	$	21.76

The following table reflects the new performance awards granted during the year ended December 31, 2021, their respective fair values and the assumptions utilized in the Monte-Carlo simulation pricing model:


Grant date	April 16, 2021		June 1, 2021		August 12, 2021		September 15, 2021		November 29, 2021
Simulation period (years)	3.71		3.58		3.39		3.29		3.09
Share price at grant date	$35.83		$38.78		$39.48		$45.27		$51.15
Expected volatility	41.17	%	41.79	%	42.85	%	43.44	%	45.50	%
Risk-free interest rate	0.52	%	0.46	%	0.53	%	0.49	%	0.85	%

At December 31, 2021, there was $7.2 million of unrecognized compensation cost related to performance awards expected to be recognized over a weighted average period of 36 months. If all of the predetermined growth targets are met as of December 31, 2024, a total of 1,052,532 shares of common stock would be awarded to participants under this program.

We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for performance awards of $196,000, $894,000 and $1,573,000 during the years ended December 31, 2019, 2020 and 2021, respectively.

Employee Stock Purchase Plan

We provide all employees the opportunity to purchase common stock through payroll deductions in our ESPP. Purchases are made quarterly; the price being 85% of the lower of the price on the first day of the plan entry date (beginning of the fiscal year) or the actual date of purchase (end of quarter).

ESPP activity is as follows (in thousands, except shares):


	Years Ended December 31,
	2019			2020			2021
	Shares	Price		Shares	Price		Shares	Price
ESPP	73,731	$	13.18	71,908	$	16.71	61,904	$	26.32

We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for our ESPP of $292,000, $434,000 and $552,000 during the years ended December 31, 2019, 2020 and 2021, respectively.

The fair values of the right to purchase shares under the ESPP are estimated at the date of purchase with the four quarterly purchase dates using the following assumptions:


	Years Ended December 31,
	2019		2020		2021
Dividend yield	1.4	%	1.5	%	0.01	%
Expected volatility	36.1	%	48.6	%	48.1	%
Risk-free interest rate	2.42%, 2.51%, 2.56%, 2.60%		1.54%, 1.57%, 1.57%,1.56%		0.09%, 0.09%, 0.10%, 0.10%
Expected life (years)	0.25, 0.50, 0.75, 1.00		0.25, 0.50, 0.75, 1.00		0.25, 0.50, 0.75, 1.00

Expected volatilities are based on the historical volatility during the previous twelve months of the underlying common stock. The risk-free rate for the quarterly purchase periods is based on the U.S. Treasury yields in effect at the time of purchase. The expected life of the ESPP grants represents the calendar quarters from the beginning of the year to the purchase date (end of each quarter).

Good To Great Incentive Program

We did not issue any shares of common stock in 2021 related to our Good To Great program.

On February 19, 2020, we issued 17,991 shares of our common stock to certain employees, which were valued at $449,000 at a grant date stock price of $25.00.

During 2019, we issued 14,844 shares of our common stock to certain employees, which were valued at $294,000 at a grant date stock price of $19.92.

Non-Employee Director and Board Advisor Compensation

Our Director Compensation Policy provides that each independent director is entitled to a quarterly retainer of $35,000 payable in cash and/or unrestricted shares of our common stock at the end of each quarter. The Lead Director and chairman of our Audit Committee are entitled to an additional annual retainer of $10,000, payable in quarterly installments of $2,500 each at the end of each quarter, and the chairman of our Corporate Governance and Compensation Committees are entitled to an additional annual retainer of $5,000, payable in quarterly installments of $1,250 each at the end of each quarter. Any new independent director will receive upon admission to the Board a grant of $25,000 (in addition to the independent director annual retainer prorated at the time the new director is admitted to the Board) which can be taken in cash or unrestricted shares of our common stock. The Board Advisor is entitled to a quarterly retainer of $18,750 payable in cash and/or unrestricted shares of our common stock at the end of each quarter. The number of shares of such common stock will be determined by dividing the cash amount by the closing price of our common stock on the date of grant, which will be the date of admission to the Board.

On May 17, 2021, James R. Schenck provided notice of his resignation from the Board effective on that date. He served as the chairman of the Corporate Governance Committee and as a member of the Audit Committee and the Compensation Committee. On June 1, 2021, the Board appointed Dr. Achille Messac to be the chairman of the Corporate Governance Committee.

Non-Employee Director and Board Advisor common stock activity is as follows (in thousands, except shares):


	Years Ended December 31,
	2019			2020			2021
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Board of Directors	7,458	$	155	30,883	$	654	14,744	$	622
Advisor to the Board	—	$	—	967	$	20	466	$	20

(1)

Common stock granted during the years ended December 31, 2019, 2020 and 2021 had a weighted average price of $20.78, $21.16 and $42.14, respectively.

We recorded compensation expense, which is included in General, administrative and other expenses, related to annual retainers, including the value of stock granted to non-employee Directors and an advisor to our Board, of $455,000, $889,000 and $858,000 during the years ended December 31, 2019, 2020 and 2021, respectively.

Cash Dividends

On October 27, 2021, our Board approved an annual increase of $0.05 per share for a total annual dividend of $0.45 per share beginning with the dividend declaration in the fourth quarter.

Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):


2021	Per Share		Dollar Value
March 1st	$	0.1000	$	1,799
June 1st	$	0.1000	$	1,808
September 1st	$	0.1000	$	1,783
December 1st	$	0.1125	$	1,873

2020	Per Share		Dollar Value
March 1st	$	0.0750	$	1,339
June 1st	$	0.0750	$	1,343
September 1st	$	0.0875	$	1,569
December 1st	$	0.1000	$	1,797