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Employee Benefits
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
EMPLOYEE BENEFITS EMPLOYEE BENEFITS:
Restricted Stock Awards
We have issued restricted shares to our employees and non-employee directors. The Plan reserves shares of Westwood common stock for issuance to eligible employees, directors and consultants of Westwood or its subsidiaries in the form of restricted stock and stock options. In April 2019, stockholders approved an additional 200,000 shares to be authorized under the Plan, increasing the total number of shares issuable under the Plan (including predecessor plans to the Plan) to 5,048,100 shares. In the event of a change in control of Westwood, the Plan contains provisions providing for the acceleration of the vesting of restricted stock. At December 31, 2019, approximately 527,000 shares remain available for issuance under the Plan.
The following table presents the total stock-based compensation expense recorded and the total income tax benefit recognized for stock-based compensation arrangements for the years indicated (in thousands):
 For the years ended December 31,
 201920182017
Service condition restricted stock expense$7,240  $9,941  $10,334  
Performance-based restricted stock expense2,388  4,760  5,387  
Restricted stock expense under the Plan9,628  14,701  15,721  
Canadian Plan restricted stock expense677  582  709  
Total stock-based compensation expense$10,305  $15,283  $16,430  
Total income tax benefit recognized related to stock-based compensation$1,932  $3,592  $6,168  

Restricted Stock
Under the Plan, we have granted to employees and non-employee directors restricted stock subject to service conditions and to certain key employees restricted stock subject to both service and performance conditions. We accrue dividends on unvested restricted stock, which are due and payable upon vesting of restricted stock. Accrued dividends coming due within the next twelve months are included in “Dividends payable” on the Consolidated Balance Sheets, with the remaining noncurrent portion of accrued dividends included in “Accrued dividends” on the Consolidated Balance Sheets. At December 31, 2019, we had recorded $7.4 million and $1.3 million in Dividends payable and Accrued dividends, respectively. At December 31, 2018, we had recorded $7.7 million and $1.6 million in Dividends payable and Accrued dividends, respectively.
As of December 31, 2019, there was approximately $13.4 million of unrecognized compensation cost for restricted stock grants under the Plan, which we expect to recognize over a weighted-average period of 2.1 years. In order to satisfy tax liabilities that employees will owe on their shares that vest, we may withhold a sufficient number of vested shares from employees on the date vesting occurs to cover minimum tax withholding requirements. We withheld 62,036 shares in 2019 for this purpose. Our two types of restricted stock grants under the Plan are discussed below.
Restricted Stock Subject Only to a Service Condition
For the years ended December 31, 2019, 2018 and 2017, we granted restricted stock to employees and non-employee directors. Employee shares generally vest over four years and Director shares vest over one year. We calculate compensation cost for restricted stock grants using the fair market value of our common stock at the date of grant, the number of shares issued and an adjustment for restrictions on dividends. This compensation cost is amortized on a straight-line basis over the applicable vesting period.
The following table details the status and changes in our restricted stock grants that are subject only to a service condition for the year ended December 31, 2019:
Number of Shares
Weighted Average
Grant Date Fair
Value
Non-vested, January 1, 2019440,073  $56.40  
Granted198,295  38.64  
Vested(162,287) 57.14  
Forfeited(79,483) 50.92  
Non-vested, December 31, 2019396,598  $48.31  

The following table shows the weighted-average grant date fair value for shares granted and the total fair value of shares vested during the years indicated:
 Years ended December 31,
201920182017
Weighted-average grant date fair value$38.64  $55.92  $61.20  
Fair value of shares vested (in thousands)$9,273  $11,189  $10,764  

Restricted Stock Subject to Service and Performance Conditions
Under the Plan, certain key employees were provided agreements for grants of restricted shares that vest over multiple year periods subject to achieving annual performance goals established by the Compensation Committee of Westwood’s Board of Directors. Each year the Compensation Committee establishes specific goals for that year’s vesting of the restricted shares. The date that the Compensation Committee establishes annual goals is considered to be the grant date and the fair value measurement date to determine expense on the shares that are likely to vest. The vesting period ends when the Compensation Committee formally approves the performance-based restricted stock vesting based on the specific performance goals from the Company’s audited consolidated financial statements. If a portion of the performance-based restricted shares does not vest, no compensation expense is recognized for that portion and any previously recognized compensation expense related to shares that do not vest is reversed.
In March 2019, the Compensation Committee established the 2019 goals based on various departmental and company-wide performance goals. Throughout 2019, we recorded expense related to the applicable percentage of the performance-based restricted shares expected to meet or exceed the performance goals needed to earn the shares.
The following table details the status and changes in our restricted stock grants subject to service and performance conditions for the year ended December 31, 2019:
Number of Shares
Weighted Average
Grant Date Fair
Value
Non-vested, January 1, 2019156,293  $55.66  
Granted24,670  37.90  
Vested(80,493) 56.09  
Forfeited(19,495) 55.18  
Non-vested, December 31, 201980,975  $49.73  

The following table shows the weighted-average grant date fair value for shares granted and the total fair value of shares vested during the years indicated:
 Years ended December 31,
201920182017
Weighted-average grant date fair value$37.90  $51.85  $54.86  
Fair value of shares vested (in thousands)$4,515  $5,485  $5,792  
 Canadian Plan
As discussed in Note 2, the Canadian Plan provides compensation in the form of common stock for services performed by employees of Westwood International Advisors. Under the Canadian Plan, no more than $10.0 million CDN (or $7.7 million in U.S. Dollars using the exchange rate on December 31, 2019) may be funded to the Plan Trustee to fund purchases of common stock with respect to awards granted under the Canadian Plan. At December 31, 2019, approximately $1.7 million remains available for issuance under the Canadian Plan, or approximately 59,000 shares based on the closing share price of our stock of $29.62 as of the last business day of 2019. During 2019, the trust formed pursuant to the Canadian Plan purchased in the open market 25,047 Westwood common shares for approximately $1.0 million. On December 3, 2019, 24,840 shares vested at a total fair value of approximately $0.8 million. As of December 31, 2019, the trust holds 36,238 shares of Westwood common stock. As of December 31, 2019, unrecognized compensation cost related to restricted stock grants under the Canadian Plan totaled $0.7 million, which we expect to recognize over a weighted-average period of 1.7 years.
Mutual Fund Share Incentive Awards
We may grant mutual fund incentive awards, which are bonus awards based on our mutual funds achieving specific performance goals, annually to specific employees. Awards granted are notionally credited to a participant account maintained by us that contains a number of mutual fund shares equal to the award amount divided by the net closing value of a fund share on the date the amount is credited to the account. We maintain the award in a corporate investment account until vesting. The investment may increase or decrease based on changes in the value of the mutual fund shares awarded, including reinvested income from the mutual funds during the vesting period. Unvested mutual fund awards are included under "Investments, at fair value" on our Consolidated Balance Sheets.
Awards vest after approximately two years of service following the year in which the participant earned the award. We begin accruing a liability for mutual fund incentive awards when we believe it is probable that the award will be earned and record expense for these awards over the service period of the award, which is three years. During the year in which the amount of the award is determined, we record expense based on the expected value of the award. After the award is earned, we record expense based on the value of the shares awarded and the percentage of the vesting period that has elapsed. Our liability under these awards may increase or decrease based on changes in the value of the mutual fund shares awarded, including reinvested income from the mutual funds during the vesting period. Upon vesting, participants receive the value of the mutual fund share awards adjusted for earnings or losses attributable to the underlying mutual funds. For the year ended December 31, 2019, mutual fund share incentive award activity was insignificant. For the years ended December 31, 2018, and 2017, we recorded expense of $0.3 million and $1.2 million, respectively, related to mutual fund share incentive awards. As of December 31, 2019 and 2018, we had an accrued liability of $0.1 million and $0.6 million, respectively, related to mutual fund incentive awards.
Deferred Share Units
We have a deferred share unit (“DSU”) plan for employees of Westwood International Advisors. A DSU is an award linked to the value of Westwood’s common stock and is represented by a notional credit to a participant account. The value of a DSU is initially equal to the value of a share of our common stock. Beginning in 2018, DSUs vest 50%, 25% and 25% after two, three and four years of service, respectively, and become fully vested after four years of service. For awards granted prior to 2018, DSUs vest 20%, 40%, 60%, and 80% after two, three, four and five years of service, respectively, and become fully vested after six years of service. The liability for these units is settled in cash upon termination of the participant’s service. We record expense for DSUs based on the number of units vested on a straight line basis, which may increase or decrease based on changes in the price of our common shares, and will increase for additional units received from dividends declared on our shares. As of December 31, 2019, we had an accrued liability of $0.5 million for 17,401 deferred share units related to the 2012 to 2017 awards issued from 2013 to 2018, which is based on the $29.62 per share closing price of our common stock on the last trading day of the year ended December 31, 2019. As of December 31, 2018, we had an accrued liability of $0.4 million for 13,544 deferred share units related to the 2012 to 2017 awards issued from 2013 to 2018, which was based on the $34.00 per share closing price of our common stock on the last trading day of the year ended December 31, 2018.
Benefit Plans
Westwood has a defined contribution and profit-sharing plan that was adopted in July 2002 and covers substantially all of our employees. Beginning with the 2017 contribution, discretionary employer profit-sharing contributions become fully vested after four years of service by the participant. For U.S. employees, Westwood provides a 401(k) match of up to 6% of eligible compensation. For Westwood International Advisors employees, Westwood provides a Registered Retirement Savings Plan match of up to 6% of eligible compensation. These retirement plan matching contributions vest immediately.
The following table displays our profit-sharing and retirement plan contributions for the periods presented (in thousands):
 Years ended December 31,
 201920182017
Profit-sharing contributions$31  $926  $1,613  
Retirement plan matching contributions1,597  1,604  1,602