Note J – Stock-Based Compensation

Under our employee and non-employee director stock-based compensation plans (the “Plans”), we may grant incentive or non-qualified stock options, restricted common shares and performance shares to employees and non-qualified stock options and restricted common shares to non-employee directors. We classify share-based compensation expense within SG&A expense to correspond with the same financial statement caption as the majority of the cash compensation paid to employees. A total of 3,797,139 of our common shares were authorized and available for issuance in connection with the stock-based compensation plans in place at May 31, 2017.

We recognized pre-tax stock-based compensation expense of $14,349,000 ($9,112,000 after-tax), $15,836,000 ($10,056,000 after-tax), and $17,916,000 ($11,500,000 after-tax) under the Plans during fiscal 2017, fiscal 2016 and fiscal 2015, respectively. At May 31, 2017, the total unrecognized compensation cost related to non-vested awards was $18,012,000, which will be expensed over the next three fiscal years.

Non-Qualified Stock Options

Stock options may be granted to purchase common shares at not less than 100% of the fair market value of the underlying common shares on the date of the grant. All outstanding stock options are non-qualified stock options. The exercise price of all stock options granted has been set at 100% of the fair market value of the underlying common shares on the date of grant. Generally, stock options granted to employees vest and become exercisable at the rate of (i) 20% per year for options issued before June 30, 2011, and (ii) 33% per year for options issued on or after June 30, 2011, in each case beginning one year from the date of grant, and expire ten years after the date of grant. Non-qualified stock options granted to non-employee directors vest and become exercisable on the earlier of (a) the first anniversary of the date of grant or (b) the date on which the next annual meeting of shareholders is held following the date of grant for any stock option granted as of the date of an annual meeting of shareholders of Worthington. Stock options can be exercised through net-settlement, at the election of the option holder.

U.S. GAAP requires that all share-based awards be recorded as expense in the statement of earnings based on their grant-date fair value. We calculate the fair value of our non-qualified stock options using the Black-Scholes option pricing model and certain assumptions. The computation of fair values for all stock options incorporates the following assumptions: expected volatility (based on the historical volatility of our common shares); risk-free interest rate (based on the United States Treasury strip rate for the expected term of the stock options); expected term (based on historical exercise experience); and dividend yield (based on annualized current dividends and an average quoted price of our common shares over the preceding annual period).

The table below sets forth the non-qualified stock options granted during each of the last three fiscal years. For each grant, the exercise price was equal to the closing market price of the underlying common shares at each respective grant date. The fair values of these stock options were based on the Black-Scholes option pricing model, calculated at the respective grant dates. The calculated pre-tax stock-based compensation expense for these stock options, which is after an estimate of forfeitures, will be recognized on a straight-line basis over the respective vesting periods of the stock options.


	2017		2016		2015
(in thousands, except per share amounts)
Granted		111		154		97
Weighted average exercise price, per share	$	42.30	$	30.92	$	42.95
Weighted average grant date fair value, per share	$	11.60	$	9.55	$	17.96
Pre-tax stock-based compensation, net of forfeitures	$	1,146	$	1,305	$	1,553

The weighted average fair value of stock options granted in fiscal 2017, fiscal 2016 and fiscal 2015 was based on the following weighted average assumptions:


	2017			2016			2015
Assumptions used:
Dividend yield		2.59	%		2.33	%		1.88	%
Expected volatility		36.86	%		38.40	%		50.92	%
Risk-free interest rate		1.15	%		1.98	%		1.88	%
Expected life (years)		6.0			6.0			6.0

The following tables summarize our stock option activity for the years ended May 31:


	2017					2016					2015
(in thousands, except per share amounts)	Stock Options			Weighted Average Exercise Price		Stock Options			Weighted Average Exercise Price		Stock Options			Weighted Average Exercise Price
Outstanding, beginning of year		3,306		$	19.01		4,044		$	18.25		4,752		$	17.58
Granted		111			42.30		154			30.92		97			42.95
Exercised		(1,076	)		16.90		(874	)		17.22		(758	)		17.24
Forfeited		(34	)		29.95		(18	)		32.25		(47	)		17.00

Outstanding, end of year		2,307			20.99		3,306			19.01		4,044			18.25

Exercisable at end of year		2,067			19.17		3,059			17.85		3,276			17.63


	Number of Stock Options (in thousands)		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
May 31, 2017
Outstanding		2,307		3.95	$	48,509
Exercisable		2,067		3.47	$	47,488
May 31, 2016
Outstanding		3,306		4.33	$	61,178
Exercisable		3,059		4.01	$	60,082
May 31, 2015
Outstanding		4,044		4.82	$	38,277
Exercisable		3,276		4.42	$	31,625

The total intrinsic value of stock options exercised during fiscal 2017 was $18,989,000. The total amount of cash received from the exercise of stock options during fiscal 2017 was $11,676,000, and the related excess tax benefit realized from share-based payment awards was $16,243,000.

The following table summarizes information about non-vested stock option awards for the year ended May 31, 2017:


	Number of Stock Options (in thousands)			Weighted Average Grant Date Fair Value per Share
Non-vested, beginning of year		247		$	10.91
Granted		111			10.32
Vested		(84	)		11.57
Forfeited		(34	)		13.84

Non-vested, end of year		240		$	9.99

Service-Based Restricted Common Shares

We have awarded restricted common shares to certain employees and non-employee directors that contain service-based vesting conditions. Service-based restricted common shares granted to employees cliff vest three years from the date of grant. Service-based restricted common shares granted to non-employee directors vest under the same parameters as the non-employee stock options discussed above. All service-based restricted common shares are valued at the closing market price of our common shares on the date of the grant.

The table below sets forth the service-based restricted common shares we granted during each of fiscal 2017, fiscal 2016 and fiscal 2015. The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective vesting periods.


(in thousands, except per share amounts)	2017		2016		2015
Granted		525		217		240
Weighted average grant date fair value, per share	$	42.28	$	29.49	$	40.05
Pre-tax stock-based compensation, net of forfeitures	$	19,841	$	5,800	$	8,660

The following tables summarize the activity for our service-based restricted common shares for the years ended May 31:


	2017					2016					2015
(in thousands, except per share amounts)	Restricted Common Shares			Weighted Average Grant Date Fair Value		Restricted Common Shares			Weighted Average Grant Date Fair Value		Restricted Common Shares			Weighted Average Grant Date Fair Value
Outstanding, beginning of year		698		$	33.69		635		$	33.65		573		$	28.36
Granted		525			42.28		217			29.49		240			40.05
Vested		(310	)		31.81		(120	)		24.14		(142	)		23.32
Forfeited		(48	)		38.82		(34	)		34.53		(36	)		32.62

Outstanding, end of year		865			39.49		698			33.69		635			33.65

Weighted average remaining contractual life of outstanding restricted common shares (in years)		1.57					1.04					1.41
Aggregate intrinsic value of outstanding restricted common shares	$	36,298				$	26,059				$	17,269
Aggregate intrinsic value of restricted common shares vested during the year	$	12,840				$	3,527				$	5,400

Market-Based Restricted Common Shares

During fiscal 2015, we granted an aggregate of 50,000 market-based restricted common shares to two key employees under one of our stock-based compensation plans. Vesting of these restricted common share awards is contingent upon the price of our common shares reaching $60.00 per share and remaining at or above that price for 30 consecutive days during the five-year period following the date of grant and the completion of a five-year service vesting period. The grant-date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $32.06 per share. The following assumptions were used to determine the grant-date fair value and the derived service period for these market-based restricted common shares:


Dividend yield	1.60	%
Expected volatility	44.00	%
Risk-free interest rate	1.70	%

The calculated pre-tax stock-based compensation expense was determined to be $1,603,000 and will continue to be recognized on a straight-line basis over the remaining vesting period. At May 31, 2017, 25,000 of these market-based restricted common shares were outstanding.

Performance Shares

We have awarded performance shares to certain key employees that are contingent (i.e., vest) upon achieving corporate targets for cumulative corporate economic value added, earnings per share growth and, in the case of business unit executives, business unit operating income targets for the three-year periods ended or ending May 31, 2017, 2018 and 2019. These performance share awards will be paid, to the extent earned, in common shares of the Company in the fiscal quarter following the end of the applicable three-year performance period. The fair value of our performance shares is determined by the closing market prices of the underlying common shares at their respective grant dates and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued.

The table below sets forth the performance shares we granted (at target levels) during fiscal 2017, fiscal 2016 and fiscal 2015:


(in thousands, except per share amounts)	2017		2016		2015
Granted		67		87		61
Weighted average grant date fair value, per share	$	44.91	$	30.12	$	42.71
Pre-tax stock-based compensation	$	2,995	$	2,623	$	2,611