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Stock-Based Compensation | 6 Months Ended
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Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share-Based Compensation | Stock-Based Compensation Fuel Tech’s 2014 Long-term Incentive Plan (2014 Plan) was adopted in May 2014, and replaced our prior incentive plan which was first approved by our stockholders in 1993 and subsequently amended and approved by our stockholders in 2004 (FTIP). No further grants will be made from the FTIP. The 2014 Plan and FTIP are referred to collectively as the Incentive Plans. The 2014 Plan permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (in the form of equity or cash bonuses), dividend equivalents on full value awards and other awards (which may be based in whole or in part on the value of our common stock or other property). Directors, salaried employees, and consultants of Fuel Tech and its commonly-controlled affiliates are eligible to participate in the 2014 Plan. The number of shares originally reserved for share-based awards under the 2014 Plan equaled 2,000,000 shares, less the number of share-based awards made under the FTIP between December 31, 2013 and the effectiveness of the 2014 Plan. As of June 30, 2014, Fuel Tech had 1,437,150 shares available for share-based awards under the 2014 Plan. Stock-based compensation is included in selling, general, and administrative costs in our Consolidated Statements of Operations. The components of stock-based compensation for the three and six- month periods ended June 30, 2014 and 2013 were as follows:
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
|  | 2014 | 2013 |  | 2014 | 2013
Stock options and restricted stock units |  | $ | 801 |  | $ | 336 |  |  | $ | 1,225 |  | $ | 665 |
Tax benefit of stock-based compensation expense |  | (309 | ) | (122 | ) |  | (472 | ) | (242 | )
After-tax effect of stock-based compensation |  | $ | 492 |  | $ | 214 |  |  | $ | 753 |  | $ | 423 |
As of June 30, 2014, there was $4,091 of total unrecognized compensation cost related to all non-vested share-based compensation arrangements granted under the Incentive Plans. Stock Options Stock options granted to employees under the Incentive Plans have a 10-year life and they vest as follows: 50% after the second anniversary of the award date, 25% after the third anniversary, and the final 25% after the fourth anniversary of the award date. Fuel Tech calculates stock compensation expense for employee option awards based on the grant date fair value of the award, less expected annual forfeitures, and recognizes expense on a straight-line basis over the four-year service period of the award. Stock options granted to members of our board of directors vest immediately. Stock compensation for these awards is based on the grant date fair value of the award and is recognized in expense immediately. Fuel Tech uses the Black-Scholes option pricing model to estimate the grant date fair value of employee stock options. The principal variable assumptions utilized in valuing options and the methodology for estimating such model inputs include: (1) risk-free interest rate – an estimate based on the yield of zero–coupon treasury securities with a maturity equal to the expected life of the option; (2) expected volatility – an estimate based on the historical volatility of Fuel Tech’s Common Stock for a period equal to the expected life of the option; and (3) expected life of the option – an estimate based on historical experience including the effect of employee terminations. Stock option activity for Fuel Tech’s Incentive Plans for the six- months ended June 30, 2014 was as follows:
|  | Number of Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value
Outstanding on January 1, 2014 |  | 1,688,500 |  |  | $ | 11.88 |  |  |  |  |
Granted |  | 94,500 |  |  | 5.22 |  |  |  |  |
Exercised |  | (60,000 | ) |  | 4.96 |  |  |  |  |
Expired or forfeited |  | (5,000 | ) |  | 22.63 |  |  |  |  |
Outstanding on June 30, 2014 |  | 1,718,000 |  |  | $ | 11.73 |  |  | 3.71 |  | $ | 417 |
Exercisable on June 30, 2014 |  | 1,708,000 |  |  | $ | 11.76 |  |  | 3.69 |  | $ | 417 |
Non-vested stock option activity for the six months ended June 30, 2014 was as follows:
|  | Non-Vested Stock Options Outstanding |  | Weighted-Average Grant Date Fair Value
Outstanding on January 1, 2014 |  | 10,000 |  |  | $ | 6.10 |
Granted |  | 94,500 |  |  | 5.20 |
Vested |  | (94,500 | ) |  | 5.20 |
Forfeited |  | — |  |  | — |
Outstanding on June 30, 2014 |  | 10,000 |  |  | $ | 6.10 |
As of June 30, 2014, there was $6 of total unrecognized compensation cost related to non-vested stock options granted under the Incentive Plans. This cost is expected to be recognized during 2014. Restricted Stock Units Restricted stock units (RSUs) granted to employees vest over time based on continued service (typically vesting over a three year period in equal installments). Such time-vested RSUs are valued at fair value based on the closing price on the date of grant using the intrinsic value method. Compensation cost, adjusted for estimated forfeitures, is amortized on a straight-line basis over the requisite service period. In addition to the time vested RSUs described above, commencing in 2011, on an annual basis the Company entered into performance-based RSU agreements (the Agreements) with each of the Company’s President/Chief Executive Officer, Treasurer/Chief Financial Officer, Executive Vice President of Marketing & Sales, and Executive Vice President and Chief Operating Officer. Commencing in 2013, the Company’s Senior Vice President, General Counsel, and Secretary also entered into an agreement. The Agreements provide each participating executive the opportunity to earn three types of awards with each award type specifying a targeted number of RSUs that may be granted to each executive based on either the individual performance of the executive or the Company’s relative performance compared to a peer group, as determined by the award type. The Compensation Committee of our Board of Directors (the Committee) determines the extent to which, if any, RSUs will be granted based on the achievement of the applicable performance criteria specified in the Agreement. This determination will be made following the completion of the applicable performance period (each a Determination Date). Such performance based awards include the following:
• | The first type of award is based on individual performance during the respective calendar year as determined by the Committee based on performance criteria specified in the Agreement. These awards will vest over a three year period beginning on the Determination Date. We estimated the fair value of these performance-based RSU awards on the date of the Agreement using the trading price of the Company’s stock and our estimate of the probability that the specified performance criteria will be met. The fair value measurement and probability estimate will be re-measured each reporting date until the Determination Date, at which time the final award amount will be known. For these job performance-based awards, we amortize compensation costs over the requisite service period, adjusted for estimated forfeitures, for each separately vesting tranche of the award.
• | The second type of RSU award contains a targeted number of RSUs to be granted based on the Company’s revenue growth relative to a specified peer group during a period of two calendar years. These awards vest 67% on the second anniversary of the Agreement date and 33% on the third anniversary of the Agreement date. We estimated the fair value of these performance-based RSU awards on the Agreement date using the trading price of the Company’s stock on the date of determination and our estimate of the probability that the specified performance criteria will be met. For these revenue growth performance-based awards, we amortize compensation costs over the requisite service period, adjusted for estimated forfeitures, for each separately vesting tranche of the award.
• | The third type of RSU award contains a targeted number of RSUs to be granted based on the total shareholder return (TSR) of the Company’s common stock relative to a specified peer group during a period of two calendar years. These awards vest 67% on the second anniversary of the Agreement date and 33% on the third anniversary of the Agreement date. We estimated the fair value of these market-based RSU awards on the Agreement date using a Monte Carlo valuation methodology and amortize the fair value over the requisite service period for each separately vesting tranche of the award. The principal variable assumptions utilized in valuing these RSUs under this valuation methodology include the risk-free interest rate, stock volatility, and correlations between our stock price and the stock prices of a peer group of companies.
At June 30, 2014, there is $4,085 of unrecognized compensation costs related to restricted stock unit awards to be recognized over a weighted average period of 2.09 years. A summary of restricted stock unit activity for the six-month period ended June 30, 2014 is as follows:
|  | Shares |  | Weighted Average Grant Date Fair Value
Unvested restricted stock units at January 1, 2014 |  | 772,016 |  |  | $ | 5.35 |
Granted |  | 484,450 |  |  | 5.44 |
Forfeited |  | (14,515 | ) |  | 5.16 |
Vested |  | (230,507 | ) |  | 5.68 |
Unvested restricted stock units at June 30, 2014 |  | 1,011,444 |  |  | $ | 5.32 |
Deferred Directors Fees In addition to the Incentive Plans, Fuel Tech has a Deferred Compensation Plans for Directors (Deferred Plan). Under the terms of the Deferred Plan, Directors can elect to defer Directors’ fees for shares of Fuel Tech Common Stock that are issuable at a future date as defined in the agreement. In accordance with ASC 718, Fuel Tech accounts for these awards as equity awards. In the six-month periods ended June 30, 2014 and 2013, Fuel Tech recorded no stock-based compensation expense under the Deferred Plan.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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