The Company maintains the Autoliv, Inc. 1997 Stock Incentive Plan, as amended (the “Stock Incentive Plan”), pursuant to which it has granted to eligible employees and non-employee directors stock options (SOs), restricted stock units (RSUs) and performance shares (PSUs).

The fair value of the RSUs and PSUs is calculated as the grant date fair value of the shares expected to be issued. The RSUs and PSUs granted in 2023, 2022 and 2021 entitle the grantee to receive dividend equivalents in the form of additional RSUs and PSUs subject to the same vesting conditions as the underlying RSUs and PSUs. For the grants made during 2023, 2022 and 2021, the fair value of a RSU and a PSU was calculated by using the closing stock price on the grant date and, with respect to a PSU, assumed target performance. The grant date fair value for the RSUs and PSUs granted during 2023 was approximately $7 million and approximately $8 million, respectively.

Pursuant to the Company’s non-employee director compensation policy effective May 1, 2023, the Company’s non-employee directors receive an annual RSU grant having a grant date value equal to $145,000 and the Chairman of the Board of Directors also receives an additional annual RSU grant having a grant date value equal to $85,000. All RSUs granted to non-employee directors vest in one installment on the earlier of the next AGM or the first anniversary of the grant date, in each case subject to the grantee’s continued service as a non-employee director on the vesting date with limited exceptions. The RSUs granted to the Company’s non-employee directors entitle the grantee to receive dividend equivalents in the form of additional RSUs subject to the same vesting conditions as the underlying RSUs. The grant date fair value for the RSUs granted in 2023 to the Company’s non-employee directors was approximately $2 million.

The source of the shares issued upon vesting of awards is generally from treasury shares. The Stock Incentive Plan provides for the issuance of up to 9,585,055 common shares for awards. At December 31, 2023, 7,027,781 of these shares have been issued for awards and 2,557,274 shares remain available for future grants.

In 2015 and earlier, stock awards were granted in the form of SOs and RSUs. All SOs were granted for 10-year terms, had an exercise price equal to the fair market value per share of common stock at the date of grant, and became exercisable after one year of continued employment following the grant date. The average grant date fair values of SOs were calculated using the Black-Scholes valuation model. The Company used historical exercise data for determining the expected life assumption. Expected volatility was based on historical and implied volatility.

The Company recorded approximately $14 million, $4 million and $10 million stock-based compensation expense related to RSUs and PSUs for 2023, 2022 and 2021, respectively. The total compensation cost related to non-vested awards not yet recognized is $15 million for RSUs and PSs and the weighted average period over which this cost is expected to be recognized is approximately 1.9 years. There are no remaining unrecognized compensation costs associated with SOs.

Information on the number of RSUs, PSUs and SOs related to the Stock Incentive Plan during the period of 2021 to 2023 is as follows.


RSUs	2023			2022			2021
Weighted average fair value at grant date	$	91.81		$	87.56		$	94.01

Outstanding at beginning of year		200,764			218,268			244,901
Granted		96,243			85,985			81,866
Shares issued		(94,055	)		(84,848	)		(99,399	)
Cancelled/Forfeited/Expired		(12,986	)		(18,641	)		(9,100	)
Outstanding at end of year		189,966			200,764			218,268

The aggregate intrinsic value for RSUs outstanding at December 31, 2023 was approximately $21 million.


PSUs	2023			2022			2021
Weighted average fair value at grant date	$	91.80		$	88.05		$	93.90

Outstanding at beginning of year		101,828			179,311			158,128
Change in performance conditions		18,211			(69,924	)		(44,385	)
Granted		93,962			82,914			74,427
Shares issued		(26,331	)		(64,397	)		—
Cancelled/Forfeited/Expired		(75,789	)		(26,076	)		(8,859	)
Outstanding at end of year		111,881			101,828			179,311

The PSUs granted include assumptions regarding the ultimate number of shares that will be issued based on the probability of achievement of the performance conditions. Changes in those assumptions result in changes in the estimated shares to be issued which is reflected in the “Change in performance conditions” line above.


SOs	Number of options			Weighted average exercise price
Outstanding at December 31, 2020		90,175		$	68.13
Exercised		(40,112	)		67.49
Cancelled/Forfeited/Expired		(188	)		51.74
Outstanding at December 31, 2021		49,875			68.71
Exercised		(8,614	)		59.28
Cancelled/Forfeited/Expired		(10,150	)		70.40
Outstanding at December 31, 2022		31,111			70.77
Exercised		(15,537	)		65.12
Cancelled/Forfeited/Expired		(485	)		58.63
Outstanding at December 31, 2023		15,089			76.97

OPTIONS EXERCISABLE
At December 31, 2021		49,875		$	68.71
At December 31, 2022		31,111			70.77
At December 31, 2023		15,089			76.97

The following summarizes information about SOs outstanding and exercisable at December 31, 2023:


EXERCISE PRICE	Number outstanding & exercisable		Remaining contract life (in years)		Weighted average exercise price
$67.29		3,945		0.14	$	67.29
$80.40		11,144		1.13		80.40
		15,089		0.87		76.97

The total aggregate intrinsic value, which is the difference between the exercise price and $110.19 (closing price per share at December 31, 2023), for all “in the money” SOs, both outstanding and exercisable as of December 31, 2023, was immaterial.