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Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
Share Authorization
We are authorized to issue 80,000,000 shares of common stock, $0.01 per share par value. We had 26,359,876 and 26,627,319 shares issued and 14,732,058 and 14,999,501 shares outstanding, net of 11,627,818 shares held in treasury at par, at December 31, 2022 and 2023, respectively.
Stock Based Compensation Plans
During the year ended December 31, 2023, 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 stockholders 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.
At December 31, 2023, we had 2,001,964 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):
Years Ended December 31,
202120222023
SharesFair ValueSharesFair ValueSharesFair Value
Granted(1)
9,300 $324 — $— 142,020 $4,634 
Returned for payroll taxes10,399 $375 4,136 $205 1,473 $50 
Cancelled966 $27 1,950 $63 1,826 $61 
(1)
Restricted stock granted during the year ended December 31, 2021 and 2023 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 $34.79 and $32.63, respectively.
A summary of the number of unvested restricted stock awards and their weighted average grant date fair values during the year ended December 31, 2023 is presented in the table below (shares in thousands): 
Restricted stock awardsSharesWeighted Average
Grant Date
Fair Value
Unvested at January 17,848 $31.05 
Granted 142,020 $32.63 
Vested(4,874)$29.40 
Cancelled(1,826)$33.48 
Unvested at December 31143,168 $32.65 
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 $0.4 million, $0.2 million and $1.4 million for the years ended December 31, 2021, 2022 and 2023, respectively.
At December 31, 2023, we had $4.7 million of total unrecognized compensation costs related to unvested restricted stock awards, which are expected to be recognized over a weighted average period of 2.2 years.
Stock Options
Stock option grants and cancellations are as follows (in thousands, except shares):
Years Ended December 31,
202120222023
SharesFair ValueSharesFair ValueSharesFair Value
Granted(1)
701,400 $7,115 58,500 $959 214,191 $2,506 
Granted(2)
— $— 310,000 $5,388 — $— 
Granted(3)
150,000 $1,684 — $— — $— 
Granted(4)
— $— 12,600 $143 — $— 
Cancelled74,688 $722 45,590 $512 105,150 $1,380 
(1)
Stock options granted during the year ended December 31, 2021, 2022 and 2023 had a weighted average price of $34.79, $49.48 and $32.69, respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in 2021 and 2022 vest over a five-year period and have a ten-year term. The options granted in 2023 vest over a three-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.
(2)
Stock options granted during the year ended December 31, 2022 had a weighted average price of $49.48. The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a seven-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.
(3)
We granted 150,000 options to a 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.
(4)
Stock options granted during the year ended December 31, 2022 had a weighted average price of $31.58. The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a three-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.
Additional stock option activity is as follows (in thousands, except shares):
Years Ended December 31,
202120222023
SharesCashSharesCashSharesCash
Exercised(1)
423,294 N/A32,196 N/A74,200 N/A
Returned for option price(2)
211,088 $1,013 18,797 $60 56,957 $— 
Returned for payroll taxes(3)
43,534 $2,272 2,895 $123 5,486 $174 
(1)
Stock options exercised during the years ended December 31, 2021, 2022 and 2023 had a weighted average exercise price of $21.99, $25.49 and $23.98, respectively.
(2)Represents shares withheld/cash received for the payment of the option price.
(3)Represents shares withheld/cash paid 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 Black-Scholes option pricing model was estimated on the date of grant with the following assumptions:
Years Ended December 31,
20212022202220222023
Grant dateFebruary 17February 23February 23September 27February 22
Expected holding period (years)5.07.05.04.14.0
Awards granted701,400310,00058,50012,600214,191
Dividend yield1.15 %0.91 %0.91 %1.43 %1.38 %
Expected volatility36.72 %34.35 %33.18 %43.68 %43.68 %
Risk-free interest rate0.57 %1.98 %1.89 %4.29 %4.27 %
Black-Scholes value$10.14$17.38$16.39$11.35$11.70
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, 2022
Awards granted150,000
Dividend yield1.15 %
Expected volatility34.08 %
Risk-free interest rate1.29 %
A summary of the number of stock options and their weighted average exercise prices during the year ended December 31, 2023 is presented in the table below (shares in thousands): 
SharesWtd. Avg.
Ex. Price
Outstanding at January 11,568 $35.23 
Granted214 $32.69 
Exercised(74)$23.98 
Forfeited or expired(105)$40.89 
Outstanding at December 311,603 $35.04 
Exercisable at December 31688 $30.38 
A summary of the number of stock options and their weighted average grant date fair values during the year ended December 31, 2023 is presented in the table below (shares in thousands): 
SharesWtd. Avg.
Fair Value
Non-vested at January 1976$12.83 
Granted214$11.70 
Vested or exercised(185)$11.46 
Forfeited(90)$13.59 
Non-vested at December 31915$12.77 
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, 2023 is presented in the table below (in thousands): 
Years Ended December 31,
202120222023
Intrinsic value of options exercised$8,229 $580 $538 
Fair value of stock options vested
1,413 1,784 6,003 
The following table further describes our outstanding stock options at December 31, 2023:
 Options OutstandingOptions Exercisable
Actual Ranges of Exercise PricesNumber Outstanding at 12/31/23Weighted-Average
Remaining
Contractual Life		Weighted-Average
Exercise Price		Number Exercisable at 12/31/23Weighted-Average
Remaining
Contractual Life		Weighted-Average
Exercise Price
$18.02 - $18.0213,333 6.48$18.02 13,333 6.48$18.02 
$20.06 - $26.54358,335 3.23$25.02 358,335 3.23$25.02 
$31.58 - $31.5812,600 8.74$31.58 4,200 8.74$31.58 
$32.69 - $49.481,219,041 7.74$38.20 312,380 7.28$37.08 
$18.02 - $49.481,603,309 6.73$35.04 688,248 5.16$30.38 
The aggregate intrinsic value of the outstanding and exercisable stock options were both $0.4 million at December 31, 2023. We had $9.0 million of unrecognized compensation cost related to unvested stock options expected to be recognized over a weighted average period of 3.8 years at December 31, 2023.
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 of $2.4 million, $2.3 million and $2.9 million for the years ended December 31, 2021, 2022 and 2023, respectively.
Performance Awards
Performance award activity is as follows (in thousands, except shares):
Years Ended December 31,
202120222023
SharesFair ValueSharesFair ValueSharesFair Value
Granted55,302 $2,116 27,013 $1,262 — $— 
Cancelled55,896 $799 30,743 $295 54,229 $1,565 
A summary of the number of performance awards and their weighted average grant date fair values during the year ended December 31, 2023 is presented in the table below (shares in thousands): 
Performance AwardsSharesWeighted Average
Grant Date
Fair Value
At January 1432,036 $20.95 
Cancelled(54,229)$28.85 
At December 31377,807 $19.81 
At December 31, 2023, there was $2.3 million of unrecognized compensation cost related to performance awards expected to be recognized over a weighted average period of 12 months. If all of the predetermined growth targets are met as of December 31, 2024, a total of 892,045 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 $1.6 million, $2.5 million and $1.6 million during the years ended December 31, 2021, 2022 and 2023, 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,
202120222023
SharesPriceSharesPriceSharesPrice
ESPP61,904 $26.32 52,053 $32.38 63,372 $23.58 
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 $0.6 million, $0.5 million and $0.6 million during the years ended December 31, 2021, 2022 and 2023, 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,
202120222023
Dividend yield0.01 %0.01 %1.30 %
Expected volatility48.1 %30.2 %53.5 %
Risk-free interest rate
0.09%, 0.09%, 0.10%, 0.10%
0.08%, 0.22%, 0.31%,0.40%
4.53%, 4.77%, 4.75%, 4.72%
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).
Common Stock
Former Employee
Common stock activity is as follows (in thousands, except shares):
Years Ended December 31,
202120222023
SharesFair ValueSharesFair ValueSharesFair Value
Granted(1)
— $— — $— 30,000 $826 
Returned for payroll taxes— $— — $— 1,001 $28 
(1)
During the year ended December 31, 2023, we issued 30,000 shares of common stock to a former executive at a stock price of $27.54, in accordance with his Separation and Release Agreement pertaining to his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer effective January 2, 2023.
We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for common stock awards of $0.8 million, for the year ended December 31, 2023.
Good To Great Incentive Program
Common stock issued to certain employees under this incentive program is as follows (in thousands, except shares):
Years Ended December 31,
202120222023
SharesFair ValueSharesFair ValueSharesFair Value
— $— 27,448 $1,358 8,444 $276 
(1)
Common stock granted during the year ended December 31, 2022 and 2023 had a grant date stock price of $49.48 and $32.69, respectively.
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.
Non-employee director and board advisor common stock activity is as follows (in thousands, except shares):
Years Ended December 31,
202120222023
SharesFair ValueSharesFair ValueSharesFair Value
Board of Directors(1)
14,744 $622 11,155 $415 15,059 $431 
Advisor to the Board(1)
466 $20 555 $20 691 $20 
(1)
Common stock granted during the years ended December 31, 2021, 2022 and 2023 had a weighted average price of $42.14, $37.14 and $28.60, 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 $0.9 million, $0.7 million and $0.8 million during the years ended December 31, 2021, 2022 and 2023, respectively.
Cash Dividends
Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):
2023Per ShareDollar Value
March 1st$0.1125 $1,661 
June 1st$0.1125 $1,679 
September 1st$0.1125 $1,683 
December 1st$0.1125 $1,685 
2022Per ShareDollar Value
March 1st$0.1125 $1,725 
June 1st$0.1125 $1,730 
September 1st$0.1125 $1,653 
December 1st$0.1125 $1,655