Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Equity Awards

Our executive and director stock-based compensation plans are described more fully in the 2021 10-K. In the 2022 and 2021 Periods, RSUs totaling 415,356 and 596,391, respectively, were granted to executives and directors at a weighted-average grant date fair value of $22.36 and $18.67 per share, respectively, and generally vest over three years. RSUs granted to directors in 2022 and 2021 vested upon grant.

Stock options for the purchase of 250,656 and 481,626 shares at a weighted-average exercise price of $21.90 and $17.96 per share were awarded to executives during the 2022 and 2021 Periods, respectively. The options granted in 2022 and 2021 generally vest over three years and expire ten years after the grant date.

Performance-based award units totaling 426,957 and 613,868 were awarded to Section 16 officers during the 2022 and 2021 Periods, respectively. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter. These awards are earned based on achievement of EPS and return on invested capital goals over three one-year periods, and earned or modified based on our three-year cumulative total shareholder return relative to companies in the S&P 500 on the date of the award. For the majority of awards, generally only one-third of the units awarded in any given year are deemed to be granted each year of the 3-year vesting periods. During 2022, the following units were granted based upon the establishment of performance targets:

	Performance-based Award Units Granted in 2022	Weighted Average Grant Date Fair Value Per Share
2022 Performance Award Plan	142,319	$24.07
2021 Performance Award Plan	204,623	$25.75
2020 Performance Award Plan	385,455	$27.90

For awards granted under the 2022, 2021 and 2020 performance award plans, the number of units are adjusted at the end of each performance period based on achievement of certain performance targets and market conditions, as defined in the award agreements.

Liability Awards

SGI awards and performance-based awards for non-Section 16 executives vest and become payable at a rate of one-third of the total award each year.

	Location in Statement of Operations	3ME September 30,				9ME September 30,
Compensation Expense (in millions)		2022		2021		2022		2021
SGI awards	G&A	$	10	$	3	$	20	$	34
Performance-based awards for non-Section 16 executives	G&A	2		1		14		5

Liabilities (in millions)	September 30, 2022		December 31, 2021
SGI awards	$	58	$	73
Performance-based awards for non-Section 16 executives	15		8