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Stock Based Compensation
12 Months Ended
Jan. 02, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation

 


 

18. Stock-Based Compensation

2019 Equity Plan

On May 22, 2019, our shareholders approved, and we adopted the 2019 Equity and Incentive Compensation Plan (the “2019 Equity Plan”) whereby equity-based awards may be granted by the Board to eligible non-employee directors, selected officers and other employees, advisors and consultants of ours. A summary of certain key features and terms of the 2019 Equity Plan is set forth below. A more complete discussion about the 2019 Equity Plan is set forth in the Company’s proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 23, 2019.

2019 Equity and Incentive Compensation Plan

 

sets forth the total number of shares of common stock available for grant thereunder, at 1,550,000,

 

sets forth the types of awards eligible under the plan, including issuances of options, share appreciation rights, restricted shares, restricted share units, share bonuses, other share-based awards and cash awards, and

 

set forth the maximum number of shares that may be made subject to awards in any calendar year to any “covered employee” (within the meaning of Section 162(m) of the Internal Revenue Code).

 

shares previously granted under predecessor plans, including the 2014 Equity Plan and the 2006 Equity Plan, may be available for issuance under the 2019 Equity Plan under certain circumstances described below.

There were 765,738 shares available for grant under the 2019 Equity Plan at January 2, 2021.

2014 Equity Plan

On March 28, 2014, we adopted the 2014 Omnibus Equity Incentive Plan (the “2014 Equity Plan”) whereby equity-based awards may be granted by the Board to eligible non-employee directors, selected officers and other employees, advisors and consultants of ours. On May 7, 2014, our stockholders approved the 2014 Equity Plan.

2014 Omnibus Equity Incentive Plan

 

set forth the total number of shares of common stock available for grant thereunder, at 1,500,000,

 

sets forth the types of awards eligible under the plan, including issuances of options, share appreciation rights, restricted shares, restricted share units, share bonuses, other share-based awards and cash awards, and

 

set forth the maximum number of shares that may be made subject to awards in any calendar year to any “covered employee” (within the meaning of Section 162(m) of the Internal Revenue Code).

With the adoption of the 2019 Equity Plan effective on May 22, 2019, no further shares will be granted and, therefore, no shares are available under the 2014 Equity Plan. However, a previously issued grant under the 2014 Equity Plan which is cancelled or forfeited, expires, is settled for cash, or is unearned, is available to be issued under the 2019 Equity Plan.

2006 Equity Plan

On June 6, 2006, we adopted the 2006 Equity Incentive Plan (the “2006 Equity Plan”) whereby equity-based awards could be granted by the Board to eligible non-employee directors, selected officers and other employees, advisors and consultants of ours. On April 6, 2010, our stockholders approved the PGT Innovations, Inc. (formerly PGT, Inc.) Amended and Restated 2006 Equity Incentive Plan (the “Amended and Restated 2006 Equity Incentive Plan”). With the adoption of the 2014 Equity Plan effective on March 28, 2014, no further shares were granted under and, therefore, no shares were available under the Amended and Restated 2006 Equity Incentive Plan. However, a previously issued grant made under the Amended and Restated 2006 Equity Incentive Plan which is cancelled or forfeited, expires, is settled for cash, or is unearned, is available to be issued under the 2019 Equity Plan.

New Issuances

During 2020, we issued a total of 650,470 shares of restricted stock awards to certain directors, executives and non-executive employees of the Company, all from the 2019 Equity Plan. The restrictions on these awards lapse at various time periods through 2022 and had a weighted average fair value on the dates of the grants of $16.09 per share. The more significant of the grants that compose this total are described below.


 

On February 1, 2020, in connection with the NewSouth Acquisition, we issued 258,064 shares of restricted stock awards to the three sellers of NewSouth, who became employees of the Company after the acquisition, with 129,032 of such shares granted to one seller, and 64,516 shares each to the other two sellers. This restricted stock award cliff-vests on the third anniversary of the February 1, 2020 acquisition date of NewSouth and requires that the grantees be employees of the Company on the vesting date. This stock had a fair value on the date of grant of $15.50 per share, and the related stock-based compensation expense is being recognized on a straight-line basis over the three-year life of the grant. In June 2020, the seller holding 129,032 shares announced his retirement, and such shares and related stock-based compensation expense were forfeited.

On February 14, 2020, we issued 305,030 shares of restricted stock to certain executive and non-executive employees of the Company, under the Company’s 2020 long-term incentive plan (“2020 LTIP”). The final number of shares awarded under the 2020 LTIP on February 14, 2020, is subject to adjustment based on the performance of the Company for the 2020 fiscal year and will become final after January 2, 2021, as one-half of the restricted stock awarded in the February 14, 2020 grants was performance restricted shares which would not be earned unless certain financial performance metrics were met by the Company for the 2020 fiscal year. The performance criteria, as defined in the share awards, provided for a graded awarding of shares based on the percentage by which the Company meets earnings before interest and taxes, as defined, in our 2020 business plan. The percentages, ranging from less than 80% to greater than 120% of the target amount of that EBIT metric, provide for the awarding of shares ranging from 0% to 150% of the target amount of shares with respect to half of the 305,030 shares, or 152,515 shares. The final award is also affected by forfeitures upon the termination of a grantee’s employment with the Company. The remaining 152,515 shares from the February 14, 2020, issuance under the 2020 LTIP are not subject to adjustment based on any performance or other criteria, but rather, vest in three equal installments on each of the first, second and third anniversaries of the grant date, assuming the grantee is employed by the Company on those vesting dates. The grant date fair value of the February 14, 2020, award was $16.56 per share.

On February 14, 2019, we issued 258,628 shares of restricted stock to certain executive and non-executive employees of the Company, under the Company’s 2019 long-term incentive plan (“2019 LTIP”). The final number of shares awarded under the 2019 LTIP on February 14, 2019, which was subject to adjustment based on the performance of the Company for the 2019 fiscal year, was zero, as the Company’s performance for the 2019 fiscal year fell below the minimum level required for grant of performance restricted shares. As a result, on February 14, 2020, 107,683 performance restricted shares were forfeited relating to the 2019 LTIP.

On May 21, 2020, we issued a total of 42,360 shares of restricted stock awards to the eight non-employee board members of the Company as the non-cash portion of their annual compensation for participation on the Company’s Board of Directors. The restrictions on these awards lapse one year after the grant date. The awards have a weighted average fair value on date of grant of $13.41 based on the New York Stock Exchange market price of the common stock on the close of business on the day the awards were granted.

We record stock compensation expense over an equity award’s vesting period based on the award’s fair value at the date of grant. We recorded compensation expense for stock-based awards of $5.5 million and $3.9 million for the years ended January 2, 2021, and December 28, 2019, respectively. We recorded stock-based compensation expense for stock-based awards of $3.4 million, including $587 thousand relating to the special employee grants of common stock discussed in Note 17, for the year ended December 29, 2018.

Of the $5.5 million and $3.9 million in stock-based compensation expense in the years ended January 2, 2021, and December 28, 2019, respectively, $4.8 million and $3.2 million, respectively, are classified within selling, general and administrative expense in the accompanying consolidated statements of operations for those years, with the remainder classified within cost of sales. Substantially all of the $3.4 million in stock-based compensation expense in the year ended December 29, 2018, is classified within selling, general and administrative expense in the accompanying consolidated statement of operations for that year.


 

Stock Options

A summary of the status of our stock options as of January 2, 2021, and changes during the year then ended, is presented below:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Life in Years

 

Outstanding at December 28, 2019

 

 

352,150

 

 

$

2.20

 

 

 

 

 

Exercised

 

 

(284,353

)

 

$

2.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 2, 2021

 

 

67,797

 

 

$

2.04

 

 

 

1.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at January 2, 2021

 

 

67,797

 

 

$

2.04

 

 

 

1.3

 

 

 

The following table summarizes information about employee stock options outstanding at January 2, 2021, (dollars in thousands, except share and per share amounts):

 

Exercise Price

 

 

Remaining

Contractual Life

 

Outstanding

Outstanding

Intrinsic Value

Exercisable

 

 

Exercisable

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2.04

 

 

1.33 Years

 

 

67,797

 

 

$

1,241

 

 

 

67,797

 

 

$

1,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67,797

 

 

$

1,241

 

 

 

67,797

 

 

$

1,241

 

 

The aggregate intrinsic value of options outstanding and of options exercisable as of December 28, 2019, was $4.5 million and $4.5 million, respectively. The aggregate intrinsic value of options outstanding and of options exercisable as of December 29, 2018, was $14.0 million and $14.0 million, respectively. No options vested during the year ended January 2, 2021. The total grant date fair value of options vested during the years ended December 28, 2019, and December 29, 2018, was $21 thousand and $21 thousand, respectively.

For the year ended January 2, 2021, we received approximately $0.6 million in proceeds from the exercise of 284,353 options for which we recognized $0.8 million in excess tax benefits as a discrete item of income tax expense. The aggregate intrinsic value of stock options exercised during the year ended January 2, 2021, was $3.4 million. For the year ended December 28, 2019, we received approximately $1.6 million in proceeds from the exercise of 682,931 options for which we recognized $2.1 million in excess tax benefits as a discrete item of income tax expense. The aggregate intrinsic value of stock options exercised during the year ended December 28, 2019, was $8.8 million. For the year ended December 29, 2018, we received approximately $2.2 million in proceeds from the exercise of 1,119,247 options for which we recognized $5.2 million in excess tax benefits as a discrete item of income tax expense. The aggregate intrinsic value of stock options exercised during the year ended December 29, 2018, was $20.3 million.

Restricted Share Awards

There were 650,470 restricted share awards granted in the year ended January 2, 2021, which will vest at various time periods through 2025.

A summary of the status of restricted share awards as of January 2, 2021, and changes during the year then ended, are presented below:

 

 

 

Number of

Shares

 

 

Weighted

Average Fair

Value

 

Outstanding at December 28, 2019

 

 

737,665

 

 

$

14.26

 

Granted

 

 

650,470

 

 

$

16.09

 

Vested

 

 

(219,977

)

 

$

14.94

 

Forfeited/Performance adjustment

 

 

(303,240

)

 

$

16.63

 

 

 

 

 

 

 

 

 

 

Outstanding at January 2, 2021

 

 

864,918

 

 

$

16.48

 

 


 

As of January 2, 2021, the remaining compensation cost related to non-vested share awards was $6.7 million which is expected to be recognized in earnings using an accelerated method resulting in higher levels of compensation costs occurring in earlier periods over a weighted average period of 1.6 years.