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Share Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Share Based Compensation

Note 9—Share-Based Compensation

We maintain a share-based compensation plan (the Plan) that is administered by the Our People & Culture Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and teammates incentive, non-qualified and deferred compensation stock options, stock appreciation rights (SARs), performance stock units and performance shares (collectively, Performance Stock Awards (PSAs)), restricted stock units and restricted stock (collectively, Restricted Stock Awards (RSAs)) and unrestricted stock. We use authorized and unissued common shares for grants of RSAs, SARs, PSAs or for stock option exercises. At June 30, 2025, approximately 1.7 million common shares were available for issuance under the Plan.

RSAs under the Plan generally vest over one, three or five years. PSAs under the Plan are issuable as restricted stock or common shares upon meeting performance goals and generally have a total performance and vesting period of three years. Under the 2018 Stock Incentive Plan, if outstanding equity awards are not assumed or substituted in connection with a change in control, unvested awards will vest in full upon the change in control. Under the 2023 Omnibus Incentive Plan, unless the individual award agreements provide otherwise, if the successor company assumes the awards, vesting of the award will be accelerated upon a subsequent termination of employment without cause or, if the teammate resigns for good reason, in each case, within 24 months following the change in control, with any performance-based awards deemed earned based on the target performance levels.

Share-based compensation expense for the three and six months ended June 30, 2025 was $5.0 million and $9.3 million with recognized tax benefits of $1.3 million and $2.4 million. Share-based compensation expense for the three and six months ended June 30, 2024 was $4.3 million and $8.4 million with recognized tax benefits of $1.1 million and $2.2 million. Unrecognized compensation cost related to nonvested RSAs, net of estimated forfeitures, was $32 million at June 30, 2025. This amount is expected to be recognized over a weighted-average period of 2.2 years, based on the maximum remaining vesting period required under the awards. Unrecognized compensation cost related to nonvested PSAs as of June 30, 2025 was $12 million and will be recognized primarily in 2025, 2026, and 2027 if the related performance targets are met at the current level expected.

The following table summarizes the activity and value of nonvested RSAs and PSAs for the three and six months ended June 30, 2025 and 2024:


		Three Months Ended June 30,
		2025					2024
				Weighted					Weighted
				Average					Average
				Grant-date Fair					Grant-date Fair
		Number of		Value			Number of		Value
		Shares		Per Share			Shares		Per Share
Nonvested awards at beginning of period		4,021		$	13.80		2,637		$	21.97
Granted		126			7.09		104			18.37
Vested		(380)			21.24		(502)			22.70
Forfeited		(97)			14.57		(165)			21.63
Nonvested awards at end of period		3,670			12.78		2,074			21.63

		Six Months Ended June 30,
		2025					2024
				Weighted					Weighted
				Average					Average
				Grant-date Fair					Grant-date Fair
		Number of		Value			Number of		Value
		Shares		Per Share			Shares		Per Share
Nonvested awards at beginning of period		1,970		$	21.45		1,985		$	21.70
Granted		2,482			9.21		966			23.93
Vested		(559)			22.29		(659)			25.30
Forfeited		(223)			25.80		(218)			21.41
Nonvested awards at end of period		3,670			12.78		2,074			21.63

The total fair value of RSAs and PSAs vested during the three and six months ended June 30, 2025 was $8.1 million and $12 million. The total fair value of RSAs and PSAs vested during the three and six months ended June 30, 2024 was $11 million and $17 million.