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Stockholders’ (Deficit) Equity
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders’ (Deficit) Equity Stockholders’ (Deficit) Equity
Repurchase of Common Stock
On August 2, 2021, the Board of Directors approved a new share repurchase program of $1.0 billion. This current program has no expiration date and replaced all previous authorizations. As of December 31, 2021, there was $896.4 million remaining under the currently authorized program. Share repurchases made prior to August 2, 2021 were under previous Board of Directors share repurchase authorizations, specifically the $1.5 billion authorization made in July 2015, the $1.5 billion authorization made in March 2017 and the $1.0 billion authorization made in May 2018.
During the year ended December 31, 2021, we repurchased 7,875,407 shares for a total of approximately $401.4 million with an average share price of $50.96. Cash outlay for share repurchases during the year ended December 31, 2021 also includes $1.6 million for 35,100 shares purchased in the fourth quarter 2020 and settled in the first quarter 2021. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors.
During the year ended December 31, 2020, we repurchased 856,437 shares, for approximately $34.6 million with an average share price of $40.43. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors. At December 31, 2020, 74,281 shares repurchased had not yet settled or were not yet reflected by our recordkeeper or in our shares outstanding as of December 31, 2020.
During the year ended December 31, 2019, we repurchased 1,560,633 shares, for approximately $67.2 million with an average share price of $43.09. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors.
Dividends
The following table shows our total cash dividends paid in the years ended December 31, 2021, 2020 and 2019:
(In millions, except per share amounts)Total Cash
Dividends Paid
Total Cash Dividends Paid per Common Share
2019$99.1 $0.64 
2020100.3 0.64 
2021115.8 0.76 
The dividend payments discussed above are recorded as reductions to cash and cash equivalents and retained earnings on our Consolidated Balance Sheets. Our senior secured credit facility and our senior notes contain covenants that restrict our ability to declare or pay dividends and repurchase stock. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our consolidated financial condition and results of operations. There is no guarantee that our Board of Directors will declare any further dividends.
Common Stock
The following is a summary of changes during the years ended December 31, in shares of our common stock and common stock in treasury:
 202120202019
Changes in common stock:   
Number of shares, beginning of year231,958,083 231,622,535 231,619,037 
Restricted stock shares issued for new awards— — 1,478 
Restricted stock shares, forfeited(1,095)(15,271)(110,984)
Shares issued for vested restricted stock units423,302 315,902 164,347 
Shares issued for 2017 Three-Year PSU Awards— 133,752 — 
Shares issued for 2018 Three-Year PSU Awards47,730 — — 
Shares issued for 2020 Three-Year PSU Awards(3)
13,770 — — 
Shares issued for Stock Leverage Opportunity Awards (SLO)
32,128 8,471 6,321 
Shares granted and issued under the Omnibus Incentive Plan and Directors Stock Plan to Directors
54,277 42,911 123,824 
Canceled shares for tax netting(1)
(44,914)(150,217)(181,488)
Number of shares issued, end of year232,483,281 231,958,083 231,622,535 
Changes in common stock in treasury:   
Number of shares held, beginning of year77,068,311 77,109,722 75,964,667 
Repurchase of common stock(2)
7,949,688 782,156 1,632,163 
Profit sharing contribution paid in stock(633,875)(823,567)(487,108)
Number of shares held, end of year(2)
84,384,124 77,068,311 77,109,722 
Number of common stock outstanding, end of year(2)
148,099,157 154,889,772 154,512,813 
 
 
       
(1)Effective January 1, 2019, new share issuances for vested awards are netted by the number of shares required to cover the recipients' portion of income tax. The portion withheld for taxes are canceled. Shares netted for taxes in 2021, 2020 and 2019 primarily relates to vesting activity for restricted stock shares issued in prior years.
(2)Repurchase of common stock for the year ended December 31, 2021, as shown above, includes 74,281 shares of common stock that had been repurchased by the Company in 2020 but were not yet settled or not yet reflected by the Recordkeeper as of December 31, 2020. The table above and our Consolidated Balance Sheets reflect the number of shares held in treasury per our Recordkeeper.
(3)Per the terms of his 2019 offer letter, shares equal to the target number of units granted, net of shares withheld for taxes, were issued to our former CFO, James Sullivan, on September 30, 2021.
Share-Based Compensation
In 2014, the Board of Directors adopted, and our stockholders approved, the 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”). Under the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan and the 2005 Contingent Stock Plan (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan replaced the Predecessor Plans and no further awards were granted under the Predecessor Plans. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units known as PSU awards, other stock awards and cash awards to officers, non-employee directors, key employees, consultants and advisors.
In 2018, the Board of Directors adopted, and stockholders approved an amendment and restatement to the Omnibus Incentive Plan. The amendment added 2,199,114 shares of common stock to the share pool previously available under the Omnibus Incentive Plan.
Additionally, in 2021, the Board of Directors adopted, and at the 2021 Annual Stockholders' Meeting our shareholders approved, an additional amendment and restatement to the Omnibus Incentive Plan. The amendment added 2,999,054 shares of common stock to the share pool previously available under the Omnibus Incentive Plan.
A summary of the changes in common shares available for awards under the Omnibus Incentive Plan and Predecessor Plans follows:
202120202019
Number of shares available, beginning of year3,183,310 4,048,509 4,489,347 
Newly approved shares under Omnibus Incentive Plan2,999,054 — — 
Restricted stock shares forfeited1,095 15,271 105,960 
Restricted stock units awarded(918,973)(1,014,667)(819,808)
Restricted stock units forfeited115,641 105,832 96,534 
Shares issued for 2017 Three-Year PSU Awards— (133,752)— 
Shares issued for 2018 Three-Year PSU Awards(47,730)— — 
Shares issued for 2020 Three-Year PSU Awards(13,770)— — 
Restricted stock units awarded for SLO Awards(72,043)(73,731)(46,195)
SLO units forfeited— — 1,580 
Director shares granted and issued(10,160)(20,835)(22,015)
Director units granted and deferred(1)
(16,264)(22,826)(6,262)
Shares withheld for taxes(2)
290,439 279,509 249,368 
Number of shares available, end of year(3)
5,510,599 3,183,310 4,048,509 
 
       
(1)Director units granted and deferred include the impact of share-settled dividends earned and deferred on deferred shares.
(2)The Omnibus Incentive Plan and 2005 Contingent Stock Plan permit withholding of taxes and other charges that may be required by law to be paid attributable to awards by withholding a portion of the shares attributable to such awards.
(3)The above table excludes approximately 1.5 million contingently issuable shares under the PSU awards and SLO awards, which represents the maximum number of shares that could be issued under those awards as of December 31, 2021.
We record share-based incentive compensation expense in selling, general and administrative expenses and cost of sales on our Consolidated Statements of Operations for both equity-classified awards and liability-classified awards. We record a corresponding credit to additional paid-in capital within stockholders’ equity for equity-classified awards, and to either a current or non-current liability for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the share-based award. The number of PSUs earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met.
The following table summarizes the Company’s pre-tax share-based incentive compensation expense and related income tax benefit for the years ended December 31, 2021, 2020 and 2019 related to the Company’s PSU awards, SLO awards and restricted stock awards.
(In millions)202120202019
2021 Three-year PSU Awards$4.2 $— $— 
2020 Three-year PSU Awards4.5 5.3 — 
2019 Three-year PSU Awards2.2 3.5 4.3 
2018 Three-year PSU Awards— 1.9 0.2 
2017 COO and Chief Executive Officer-Designate New Hire Equity Awards(1)
0.1 0.2 0.2 
SLO Awards2.8 2.2 3.2 
Other long-term share-based incentive compensation programs(2)
32.0 29.2 26.5 
Total share-based incentive compensation expense(3)
$45.8 $42.3 $34.4 
Associated tax benefits recognized$7.5 $7.1 $5.8 
 
(1)    For the year ended December 31, 2020, this amount includes expense associated with award modifications as described under the section titled “Chief Operating Officer (COO) and Chief Executive Officer-Designate 2017 New Hire Equity Awards and 2020 Award Modifications.”
(2)    The amount includes the expenses associated with the restricted stock awards consisting of restricted stock shares, restricted stock units and cash-settled restricted stock unit awards.
(3)    The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock, as these contributions are not considered share-based incentive compensation.
Restricted Stock, Restricted Stock Units and Cash-Settled Restricted Stock Unit Awards
Restricted stock, restricted stock units and cash-settled restricted stock unit awards (cash payment in an amount equal to the value of the shares on the vesting date) provide for a vesting period. Awards vest earlier in the event of the participant’s death or disability. If a participant terminates employment prior to vesting, then the award of restricted stock, restricted stock units or cash-settled restricted stock unit awards is forfeited, except for certain circumstances following a change in control. The O&C Committee may waive the forfeiture of all or a portion of an award. Historically, restricted stock (but not restricted stock units or cash-settled restricted stock unit awards) granted before January 1, 2018 paid dividends on the same basis as other stockholders entitled to receive dividends. Generally, restricted stock, restricted stock units, and cash-settled stock unit awards granted after January 1, 2018 pay dividend equivalents upon vesting.
The following table summarizes activity for unvested restricted stock and restricted stock units for 2021:
 Restricted stock sharesRestricted stock units
 SharesWeighted-Average per Share Fair Value on Grant DateAggregate
Intrinsic
Value (in millions)
SharesWeighted-Average per Share Fair Value on Grant DateAggregate
Intrinsic
Value (in millions)
Non-vested at December 31, 2020134,048 $44.11  1,478,435 $35.39  
Granted— —  918,973 46.65  
Vested(132,953)44.11 $5.9 (600,376)37.00 $22.2 
Forfeited or expired(1,095)44.30  (115,641)37.27  
Non-vested at December 31, 2021 $  1,681,391 $40.84  
A summary of the Company’s fair values of its vested restricted stock shares and restricted stock units are shown in the following table: 
(In millions)202120202019
Fair value of restricted stock shares vested$6.1 $13.2 $23.7 
Fair value of restricted stock units vested$26.4 $15.6 $10.1 
Unrecognized compensation cost and the weighted average period over which the compensation cost is expected to be recognized for its non-vested restricted stock units are shown in the following table:
(In millions)Unrecognized Compensation CostWeighted Average to be recognized (in years)
Restricted Stock units$44.1 1.1
The non-vested cash awards excluded from table above had $3.2 million unrecognized compensation costs and weighted-average remaining contractual life of approximately 1 year. We have recognized liabilities of $1.9 million in other current liabilities on our Consolidated Balance Sheets. Cash paid for vested cash-settled restricted stock unit awards was $1.4 million and $0.9 million in 2021 and 2020, respectively.
PSU Awards
Three-year PSU awards for 2019, 2020 and 2021
During the first 90 days of each year, the O&C Committee of our Board of Directors approves PSU awards for our executive officers and other selected employees, which include for each participant a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the three-year performance period. Following the end of the performance period, in addition to shares, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of full months of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. All PSUs are classified as equity in the Consolidated Balance Sheets, with the exception of awards that are required by local laws or regulations to be settled in cash. This subset of PSU awards are classified as either current or non-current liabilities in the Consolidated Balance Sheets.
The performance goals, weightings and other information regarding PSU awards for 2019, 2020 and 2021 are set forth below:
2019 Three-year PSU Awards: (i) relative total shareholder return ("Relative TSR") over the three-year performance period weighted at 34%; (ii) consolidated Adjusted EBITDA margin measured in the final year of the award weighted at 33%; and (iii) Return on Invested Capital ("ROIC") weighted at 33%. In the third quarter of 2019, the O&C Committee approved PSU awards for an additional pool of individuals in connection with our Reinvent SEE business transformation. The established performance goals are identical to those approved for awards granted to our executive officers and other selected key executives in the first quarter of 2019. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares.
Relative TSRAdjusted EBITDA MarginROIC
February 13, 2019 grant date
Number of units granted24,914 33,885 33,885 
Fair value on grant date (per unit)$59.15 $42.21 $42.21 
February 14, 2019 grant date
Number of units granted24,905 32,922 32,922 
Fair value on grant date (per unit)$57.34 $42.10 $42.10 
July 11, 2019 grant date
Number of units granted20,724 25,997 25,997 
Fair value on grant date (per unit)$55.82 $43.22 $43.22 
The PSUs granted based on Relative TSR are contingently awarded and will be payable in shares of the Company’s common stock upon the expiration of a three-year award performance period based on the Company’s TSR ranking relative to a peer group of companies. The fair value of the PSUs was estimated on the grant date using a Monte Carlo Simulation. Other assumptions include the expected volatility of all companies included in the Relative TSR, the historical share price returns analysis of all companies included in the Relative TSR and assumes dividends are reinvested. The expected volatility was based on the historical volatility for a period of time that approximates the duration between the valuation date and the end of the performance period. The risk-free interest rate is based on the Zero-Coupon Treasury STRIP yield curve matching the term
from the valuation date to the end of the performance period. Compensation expense for the PSUs based on Relative TSR (which is considered a market condition) is a fixed amount determined at the grant date fair value and is recognized 100% over the three-year award performance period regardless of whether the performance condition is satisfied.
The assumptions used to calculate the grant date fair values for grants based on Relative TSR are shown in the following table:
Expected price volatilityRisk-free interest rate
February 13, 2019 grant date22.80 %2.55 %
February 14, 2019 grant date22.80 %2.51 %
July 11, 2019 grant date23.00 %1.86 %
The PSUs granted based on Adjusted EBITDA margin and ROIC are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s Adjusted EBITDA margin at the end of the performance period and the Company's ROIC over the three-year award performance period compared to targets set at the time of the grant by the O&C Committee. The fair value of the PSUs is based on grant date fair value which is equivalent to the closing price of one share of the Company’s common stock on the date of grant. The number of PSUs earned based on Adjusted EBITDA margin and ROIC varies according to the outcome of the performance condition. The Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.
2020 Three-year PSU Awards: (i) Relative TSR over the three-year performance period weighted at 34%; (ii) Adjusted EBITDA compound annual growth rate (“CAGR”) weighted at 33%; and (iii) ROIC weighted at 33%. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares.
Relative TSRAdjusted EBITDA CAGRROIC
February 12, 2020 grant date
Number of units granted33,335 35,068 35,068 
Fair value on grant date (per unit)$38.87 $35.86 $35.86 
February 13, 2020 grant date
Number of units granted44,206 42,507 42,507 
Fair value on grant date (per unit)$34.08 $34.40 $34.40 
March 1, 2020 grant date
Number of units granted31,064 29,690 29,690 
Fair value on grant date (per unit)$29.85 $30.31 $30.31 
The PSUs granted based on Relative TSR are contingently awarded and will be payable in shares of the Company’s common stock upon the expiration of a three-year award performance period based on the Company’s TSR ranking relative to a peer group of companies. The fair value of the PSUs was estimated on the grant date using a Monte Carlo Simulation. Other assumptions include the expected volatility of all companies included in the Relative TSR, the historical share price returns analysis of all companies included in the Relative TSR and assumes dividends are reinvested. The expected volatility was based on the historical volatility for a period of time that approximates the duration between the valuation date and the end of the performance period. The risk-free interest rate is based on the Zero-Coupon Treasury STRIP yield curve matching the term from the valuation date to the end of the performance period. Compensation expense for the PSUs based on Relative TSR (which is considered a market condition) is a fixed amount determined at the grant date fair value and is recognized 100% over the three-year award performance period regardless of whether the performance condition is satisfied.
The assumptions used to calculate the grant date fair values for grants based on Relative TSR are shown in the following table:
Expected price volatilityRisk-free interest rate
February 12, 2020 grant date23.70 %1.40 %
February 13, 2020 grant date23.70 %1.40 %
March 1, 2020 grant date23.70 %0.90 %
The PSUs granted based on Adjusted EBITDA CAGR and ROIC are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s Adjusted EBITDA CAGR over the three-year award performance period and the Company’s ROIC over the three-year award performance period compared to targets set at the time of the grant by the
O&C Committee. The fair value of the PSUs is based on grant date fair value which is equivalent to the closing price of one share of the Company’s common stock on the date of grant. The number of PSUs earned based on Adjusted EBITDA CAGR and ROIC varies based on the probable outcome of the performance condition. The Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.
2021 Three-year PSU Awards: (i) three-year CAGR of consolidated Adjusted EBITDA weighted at 50% and (ii) ROIC weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25% while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued, including the modifier, for these awards can range from zero to 250% of the target number of shares.
Adjusted EBITDA CAGRROIC
February 10, 2021 grant date
Number of units granted41,729 41,729 
Fair value on grant date (per unit)$45.26 $45.26 
February 11, 2021 grant date
Number of units granted51,882 51,882 
Fair value on grant date (per unit)$43.85 $43.85 
March 1, 2021 grant date
Number of units granted29,762 29,762 
Fair value on grant date (per unit)$43.02 $43.02 
The assumptions used to calculate the grant date fair values are shown in the following table:
Expected price volatilityRisk-free interest rate
February 10, 2021 grant date37.70 %0.20 %
February 11, 2021 grant date37.70 %0.20 %
March 1, 2021 grant date38.00 %0.30 %
The following table includes additional information related to estimated earned payout based on the probable outcome of the performance conditions and market condition as of December 31, 2021:
 Estimated Payout %
 Return on Invested CapitalAdjusted EBITDA MarginAdjusted EBITDA CAGR
Relative TSR(1)
TSR Modifier(1)
Combined
2021 Three-year PSU Awards100 %N/A100 %N/A25 %125 %
2020 Three-year PSU Awards 119 %N/A175 %200 %N/A165 %
2019 Three-year PSU Awards 195 %— %N/A200 %N/A133 %
(1)    Relative TSR and Relative TSR Modifier are market-based conditions. Accordingly, we make no assumptions related to future performance. The percentages above represent actual rankings as of December 31, 2021. Any portion of outstanding awards based on the achievement of market-based conditions are accrued at 100% of fair value over the performance period in accordance with ASC 718.
The following table summarizes activity for outstanding three-year PSU awards for 2021: 
 Shares
Aggregate Intrinsic Value
 (In millions)
Outstanding at December 31, 2020697,087  
Granted(1)
246,746  
Converted(107,398)$4.4 
Forfeited or expired(98,566) 
Outstanding at December 31, 2021737,869  
Fully vested at December 31, 2021264,302 $11.8 
 
       
(1)This represents the target number of performance units granted. Actual number of PSUs earned, if any, is dependent upon performance and may range from 0% to 250% percent of the target.
The following table summarizes activity for non-vested three-year PSU awards for 2021:
 SharesWeighted-Average per Share Fair Value on Grant Date
Non-vested at December 31, 2020487,456 $38.97 
Granted246,746 44.22 
Vested(232,002)44.52 
Forfeited or expired(28,633)38.51 
Non-vested at December 31, 2021473,567 $38.85 
 A summary of the Company’s fair value for its vested three-year PSU awards is shown in the following table: 
(In millions)202120202019
Fair value of Three-year PSU awards vested$17.8 $9.6 $10.3 
A summary of the Company’s unrecognized compensation cost for three-year PSU awards at the current estimated earned payout based on the probable outcome of the performance condition and weighted average periods over which the compensation cost is expected to be recognized as shown in the following table: 
(In millions)Unrecognized Compensation CostsWeighted Average to be recognized (in years)
2021 Three-year PSU Awards$6.3 2
2020 Three-year PSU Awards3.3 1
2019 Three-year PSU Awards— 0
 
Chief Operating Officer (COO) and Chief Executive Officer-Designate 2017 New Hire Equity Awards and 2020 Award Modifications
On September 5, 2017, the Board elected Edward L. Doheny II, Chief Operating Officer and CEO-Designate and elected him as a Director of the Company effective September 18, 2017. Mr. Doheny worked on transitioning with Jerome Peribere until December 31, 2017 and then assumed the role and title of President and Chief Executive Officer effective as of January 1, 2018. Additionally, on September 5, 2017, the Company entered into an offer letter agreement, effective September 18, 2017, with Mr. Doheny. The Letter Agreement provided that Mr. Doheny would be granted on his start date two new-hire equity awards, one that was time-vesting and the other that was performance-vesting (the “New Hire Awards”).
The time-vesting New Hire Award, for 30,000 shares, required Mr. Doheny to remain in service with the Company through December 31, 2020. The grant date fair value for this award was $42.89 per share. The award vested fully on December 31, 2020.
The performance-vesting New Hire Award, for 70,000 shares, in addition to the time-vesting requirement noted above, required that either (i) the Company’s cumulative total stockholder return for 2018-2020 be in the top 33% of its peers (using the same peers and methodology under the Company’s performance stock unit (PSU) awards) and the Company’s stock price as of December 31, 2020 equaled at least $60.00 per share, or (ii) the Company’s stock price as of December 31, 2020 equaled at least $75.00 per share. The Letter Agreement provided that the stock price as of December 31, 2020 for this purpose would be determined using a 30-day arithmetic mean of closing prices.
On December 10, 2020, Mr. Doheny entered into a subsequent Letter Agreement with the Company, which modifies the terms of the performance-vesting New Hire Award. This Letter Agreement converts one half of the award, or 35,000 shares, to an award of time-vesting restricted stock units, which requires Mr. Doheny to remain in service with the Company through September 18, 2022. The grant date fair value of this award was $45.40 per share.
The remaining half of the award, or 35,000 shares, remains performance-vesting, subject to the original performance conditions, but measured as of September 18, 2022 which require that either (i) the Company’s cumulative total stockholder return for January 1, 2018 through September 18, 2022 be in the top 33% of its peers (using the same peers and methodology under the Company’s performance stock unit (PSU) awards) and the Company’s stock price as of September 18, 2022 equals at least $60.00 per share, or (ii) the Company’s stock price as of September 18, 2022 equals at least $75.00 per share. The Letter Agreement provided that the stock price as of September 18, 2022 for this purpose would be determined using a 30-day arithmetic mean of closing prices.
The grant date fair value for this award was determined using a Monte Carlo Simulation model that incorporates predictive modeling techniques using Geometric Brownian Motion and Crystal Ball’s random number generation. Other assumptions include the expected volatility of all companies included in the relative total shareholder return, valuation modeling of vesting payoff determination featuring both performance goals as noted above, the historical share price returns analysis of all companies included in the relative total shareholder return and assumes dividends are reinvested. The expected volatility was based on the historical volatility of peer companies for a period of time that approximates the duration between the beginning and the end of the performance period. The risk-free interest rate was based on the Zero-Coupon Treasury STRIP yield curve matching the term from the valuation date to the end of the performance period. Compensation expense for the performance-vesting award is a fixed amount determined at the grant date and is recognized 100% from the time of the award to the end of the performance period regardless of whether the performance conditions are satisfied.    
The assumptions used to calculate the grant date fair value of the performance-vesting award are shown in the following table:
 2020 Performance-Vesting Award
Fair value on grant date$12.67 
Expected price volatility38.5 %
Risk-free interest rate0.2 %
The awards are described in further detail in Mr. Doheny’s Offer Letter filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 7, 2017 and in the Letter Agreement filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 14, 2020.
2018 Three-year PSU Awards
In February 2021, the O&C Committee reviewed the performance results for the 2018-2020 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margin, net trade sales CAGR and Relative TSR. Based on overall performance for 2018-2020 PSUs, these awards paid out at 54.6% of target or 84,696 units. Of this, 36,966 units were withheld for tax, resulting in net share issuances of 47,730.
Stock Leverage Opportunity Awards
Before the start of each performance year, certain key executives are eligible to elect to receive all or a portion of their annual cash bonus for that year, in increments of 25% of the annual bonus, as an award of restricted stock units under the Omnibus Incentive Plan in lieu of cash. The portion provided as an equity award may be given a premium to be determined by the O&C Committee each year and will be rounded up to the nearest whole share. The award will be granted following the end of the performance year and after determination by the O&C Committee of the amount of the annual bonus award for each executive officer and other selected key executives who have elected to take all or a portion of his or her annual bonus as an equity award, but no later than the March 15 following the end of the performance year.
The equity award will be made in the form of an award of restricted stock units that will vest on the second anniversary of the grant date or earlier in the event of death, disability or retirement from employment with the Company, and the shares subject to the award will not be transferable by the recipient until the later of vesting or the second anniversary of the grant date. For the “principal portion” of the award that would have otherwise been paid in cash, the award vests upon any termination of employment, other than for cause. For the “premium portion” of the award, the award may early vest only in case of death, disability or retirement from the Company. Except as described above, if the recipient ceases to be employed by the Company prior to vesting, then the award is forfeited, except for certain circumstances following a change in control. SLO awards in the form of restricted stock units have no voting rights until shares are issued to them but do receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following vesting.The 2021 SLO awards comprise an estimated aggregate of 37,797 restricted stock units as of December 31, 2021. The final number of units issued will be determined based on Annual Incentive Plan payout. During 2021, 72,043 restricted stock units were granted for the 2020 Annual Incentive Plan. We record compensation expense for these awards in selling, general and administrative expenses on the Consolidated Statements of Operations with a corresponding credit to additional paid-in capital within stockholders’ equity, based on the fair value of the awards at the end of each reporting period, which reflects the effects of stock price changes. The expense is recognized over a fifteen-month period