Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

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 2022 10-K. In the 2023 and 2022 Periods, RSUs totaling 432,654 and 415,356, respectively, were granted to executives and directors at a weighted-average grant date fair value of $34.88 and $22.36 per share, respectively, and generally vest over three years. RSUs granted to directors in 2023 and 2022 vested upon grant.

Stock options for the purchase of 178,434 and 250,656 shares at a weighted-average exercise price of $35.76 and $21.90 per share were awarded to executives during the 2023 and 2022 Periods, respectively. The options granted in 2023 and 2022 generally vest over three years and expire ten years after the grant date.

Performance-based award units totaling 274,755 were awarded to certain senior executives and all of Section 16 officers during the 2023 Period and performance-based award units totaling 426,957 were awarded to Section 16 officers during the 2022 Period. These awards generally cliff vest after three years and contain annual performance conditions for each of the three 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. For awards granted under the 2023 performance plan, 80% of the award is earned based on achievement of earnings before taxes targets over three one-year periods and 20% of the award is earned based on our three-year cumulative TSR 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 three-year vesting periods. During 2023, the following units were granted based upon the establishment of performance targets:

	Performance-based Award Units Granted in 2023	Weighted Average Grant Date Fair Value Per Share
2023 Performance Award Plan	91,585	$39.00
2022 Performance Award Plan	142,319	$35.87
2021 Performance Award Plan	204,622	$46.84

For awards granted under the 2023, 2022 and 2021 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 other executives vest and become payable at a rate of one-third of the total award each year.

	Location in Statement of Operations	3ME June 30,				6ME June 30,
(in millions)		2023		2022		2023		2022
SGI awards	G&A	$	4	$	1	$	11	$	11
Performance-based awards for other executives	G&A	10		(3)		17		12

Liabilities (in millions)	Location on Balance Sheet	June 30, 2023		December 31, 2022
SGI awards	Accrued salaries, wages and benefits and other noncurrent liabilities	$	52	$	92
Performance-based awards for other executives	Accrued salaries, wages and benefits and other noncurrent liabilities	26		15