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Stock-based Compensation
12 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-based Compensation

6. Stock-based Compensation

On December 23, 2019, the Board of Directors of the Company approved the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan (the “2014 Plan”). On February 11, 2020, the shareholders of the Company approved an additional 4,850,000 shares under the 2014 Plan. The 2014 Plan, which was originally approved by the shareholders on February 12, 2014, provides for discretionary awards of stock options, stock awards, restricted stock units, and stock appreciation rights to selected employees and non-employee directors. The 2014 Plan mandates that all forfeited, expired, and withheld shares, including those from the predecessor plan, be returned to the 2014 Plan and made available for issuance. As of September 30, 2020, there were 5.7 million shares of common stock available for issuance. The 2014 Plan is the only plan maintained by the Company pursuant to which equity awards are granted.

For all equity awards granted prior to October 1, 2014, in the event of a change in control of the Company, all awards are immediately vested. Beginning in fiscal 2015, equity awards contained a “double trigger” change in control mechanism. Unless an award is continued or assumed by a public company in an equitable manner, an award shall become fully vested immediately prior to a change in control (at 100% of the grant target in the case of a performance-based restricted stock unit award). If an award is so continued or assumed, vesting will continue in accordance with the terms of the award, unless there is a qualifying termination within one-year following the change in control, in which event the award shall immediately become fully vested (at 100% of the grant target in the case of a performance-based restricted stock unit award).

Stock Options

Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in three annual installments over the three-year period following the grant dates.

The fair values of the options granted for the year ended September 30, 2020 were estimated on the dates of grants using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 

 

Year Ended September 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Risk-free interest rate

 

 

1.61

%

 

 

2.86

%

 

 

2.10

%

Expected volatility

 

 

34.26

%

 

 

29.68

%

 

 

26.43

%

Expected life (in years)

 

 

5.26

 

 

 

5.22

 

 

 

5.46

 

Dividend yield

 

 

 

 

 

 

 

 

 

The following table summarizes all stock option activity for the periods presented (in millions, except per share and time period amounts):

 

Options

Outstanding

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value1

 

Balance as of September 30, 2019

 

2.3

 

 

$

32.61

 

 

 

6.1

 

 

$

12.0

 

Granted

 

0.5

 

 

 

31.95

 

 

 

 

 

 

 

 

 

Exercised

 

(0.2

)

 

 

19.51

 

 

 

 

 

 

 

 

 

Canceled/Forfeited

 

(0.1

)

 

 

37.30

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

31.68

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2020

 

2.5

 

 

$

33.09

 

 

 

5.9

 

 

$

6.9

 

Vested and expected to vest after September 30, 2020

 

2.4

 

 

$

33.13

 

 

 

5.9

 

 

$

6.8

 

Exercisable as of September 30, 2020

 

1.6

 

 

$

33.69

 

 

 

4.5

 

 

$

5.1

 

____________________________________________________________________

1 Aggregate intrinsic value as represents the difference between the closing fair value of the underlying common stock and the exercise price of outstanding, in-the-money options on the date of measurement.

During the years ended September 30, 2020, 2019, and 2018, the Company recorded stock-based compensation expense related to stock options of $4.4 million, $4.1 million, and $3.9 million, respectively. As of September 30, 2020, there was $4.9 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.8 years.

The following table summarizes additional information on stock options for the periods presented (in millions, except per share amounts):

 

Year Ended September 30,

 

 

2020

 

 

2019

 

 

2018

 

Weighted-average fair value of stock options granted

$

10.35

 

 

$

8.91

 

 

$

15.86

 

Total grant date fair value of stock options vested

$

4.3

 

 

$

3.9

 

 

$

4.2

 

Total intrinsic value of stock options exercised

$

2.1

 

 

$

2.8

 

 

$

9.6

 

Restricted Stock Units

Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest on the third anniversary of the grant date. The Company also grants certain RSU awards to management that contain one or more additional vesting conditions tied directly to a defined performance metric for the Company. The actual number of RSUs that will vest can range from 0%

to 200% of the original grant amount, depending upon actual Company performance below or above the established performance metric targets. The Company estimates performance in relation to the defined targets when determining the projected number of RSUs that are expected to vest and calculating the related stock-based compensation expense.

RSUs granted to non-employee directors are subject to continued service and vest on the first anniversary of the grant date (except under certain conditions). Generally, the common shares underlying the RSUs are not eligible for distribution until the non-employee director’s service on the Board has terminated, and for non-employee director RSU grants made prior to fiscal year 2014, the share distribution date is six months after the director’s termination of service on the board. Beginning in fiscal year 2016, the Company enacted a policy that allows any non-employee directors who have Beacon equity holdings (defined as common stock and outstanding vested equity awards) with a total fair value that is greater than or equal to five times the annual Board cash retainer to elect to have any future RSU grants settle simultaneously with vesting.

The following table summarizes all restricted stock unit activity for the periods presented (in millions, except per share amounts):

 

RSUs

Outstanding

 

 

Weighted-Average Grant Date Fair Value

 

Balance as of September 30, 2019

 

1.1

 

 

$

37.48

 

Granted

 

0.5

 

 

 

31.81

 

Released

 

(0.3

)

 

 

44.87

 

Canceled/Forfeited

 

(0.1

)

 

 

33.69

 

Balance as of September 30, 2020

 

1.2

 

 

$

33.55

 

Vested and expected to vest after September 30, 2020

 

1.0

 

 

$

34.68

 

During the years ended September 30, 2020, 2019, and 2018, the Company recorded stock-based compensation expense related to RSUs of $12.8 million, $12.3 million, and $12.6 million, respectively. As of September 30, 2020, there was $12.9 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 1.7 years.

The following table summarizes additional information on RSUs for the period presented (in millions, except per share amounts):

 

Year Ended September 30,

 

 

2020

 

 

2019

 

 

2018

 

Weighted-average fair value of RSUs granted

$

31.81

 

 

$

28.02

 

 

$

57.40

 

Total grant date fair value of RSUs vested

$

14.4

 

 

$

16.1

 

 

$

6.7

 

Total intrinsic value of RSUs released

$

9.8

 

 

$

11.5

 

 

$

11.0