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Accounting for Stock-based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Accounting for Stock-based Compensation

NOTE 15 - ACCOUNTING FOR STOCK-BASED COMPENSATION

Stock Incentive Plans

On April 4, 2018, the Company’s board of directors approved the 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”), which was subsequently approved by the stockholders and became effective on May 31, 2018 (the “Effective Date”). The 2018

Omnibus Plan replaced the previous 2010 Omnibus Incentive Plan (the “Prior Plan”). The 2018 Omnibus Plan was amended on May 28, 2020 to increase the number of shares available for issuance.

The 2018 Omnibus Plan, as amended, allows the Company to grant up to 1,600,000 shares using stock options, stock appreciation rights, restricted stock, RSUs, performance units and PSAs, cash-based awards, and other stock-based awards to all key officers, key employees, and non-employee directors of the Company. Outstanding shares granted under the Prior Plan, totaling 10,885, as of December 31, 2022, remain subject to its terms and conditions, and additional awards from the Prior Plan are prohibited after the Effective Date. As of December 31, 2022, the Company had approximately 775,252 shares available for grant under the 2018 Omnibus Plan. CSRSUs have no impact on the shares available for grant under the Omnibus Plan, nor on the calculated shares used in earnings per share (“EPS”) calculations.

Stock-based compensation expense is included as part of direct costs and indirect and selling expenses on the consolidated statements of comprehensive income. The total stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020, the unrecognized compensation expense at December 31, 2022, and the weighted-average period to recognize the remaining unrecognized shares are as follows:

 

 

Stock-Based Compensation Expense

 

 

 

Recognized
as of December 31,

 

 

Unrecognized
 as of December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

2022

 

 

Weighted
Average
Period to
Recognize
(years)

 

Restricted Stock Units

 

$

9,300

 

 

$

8,563

 

 

$

11,895

 

 

$

14,610

 

 

 

1.9

 

Cash-Settled Restricted Stock Units

 

 

5,709

 

 

 

8,251

 

 

 

7,015

 

 

 

9,532

 

 

 

1.7

 

Non-Employee Director Awards

 

 

1,087

 

 

 

937

 

 

 

755

 

 

 

460

 

 

 

0.4

 

Performance Shares

 

 

2,784

 

 

 

3,731

 

 

 

4,905

 

 

 

3,007

 

 

 

1.5

 

Total

 

$

18,880

 

 

$

21,482

 

 

$

24,570

 

 

$

27,609

 

 

 

 

 

The assumptions of employment termination forfeiture rates used in the determination of fair value of stock awards during the 2022 calendar year were based on the Company’s historical average of actual forfeitures from the previous 10 years preceding the reporting period. The expected annualized forfeiture rates used during the 2022 calendar year varied from 0% to 19.61%, and the Company does not expect these termination rates to vary significantly in the future.

Stock Options

Option awards are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant. There were no option awards granted during 2022, 2021, and 2020.

The following table summarizes the changes in outstanding stock options:

 

 

 

Number of
 Shares

 

 

Weighted
Average
Exercise Price

 

 

Aggregate
Intrinsic
Value

 

Outstanding at January 1, 2020

 

 

108,128

 

 

$

35.82

 

 

 

 

Exercised

 

 

(69,901

)

 

$

37.94

 

 

 

 

Granted

 

 

 

 

$

 

 

 

 

Forfeited/Expired

 

 

 

 

$

 

 

 

 

Outstanding at December 31, 2020

 

 

38,227

 

 

$

31.93

 

 

 

 

Exercised

 

 

(8,535

)

 

$

27.17

 

 

 

 

Granted

 

 

 

 

$

 

 

 

 

Forfeited/Expired

 

 

 

 

$

 

 

 

 

Outstanding at December 31, 2021

 

 

29,692

 

 

$

33.30

 

 

 

 

Exercised

 

 

(18,807

)

 

$

32.04

 

 

 

 

Granted

 

 

 

 

$

 

 

 

 

Forfeited/Expired

 

 

 

 

$

 

 

 

 

Outstanding at December 31, 2022

 

 

10,885

 

 

$

35.49

 

 

$

691,841

 

Vested plus expected to vest at December 31, 2022

 

 

10,885

 

 

$

35.49

 

 

$

691,841

 

Exercisable at December 31, 2022

 

 

10,885

 

 

$

35.49

 

 

$

691,841

 

 

The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $99.05 as of December 31, 2022. The total intrinsic value of options exercised was $1.9 million, $0.8 million, and $5.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. All options have vested as of December 31, 2022, and the weighted-average remaining contractual term for options vested was 0.8 years and for exercisable options was 0.8 years.

Information regarding stock options outstanding as of December 31, 2022 is summarized below:

 

 

 

OPTIONS OUTSTANDING

 

 

OPTIONS EXERCISABLE

 

Range of
Exercise Prices

 

Number
Outstanding
As of
December 31, 2022

 

 

Weighted
Average
Remaining
Contractual
Term

 

 

Weighted
Average
Exercise
Price

 

 

Number
Exercisable
As of
December 31, 2022

 

 

Weighted
Average
Exercise
Price

 

$27.03 to $27.03

 

 

4,138

 

 

 

0.2

 

 

$

27.03

 

 

 

4,138

 

 

$

27.03

 

$40.68 to $40.68

 

 

6,747

 

 

 

1.2

 

 

$

40.68

 

 

 

6,747

 

 

$

40.68

 

$27.03 to $40.68

 

 

10,885

 

 

 

0.8

 

 

$

35.49

 

 

 

10,885

 

 

$

35.49

 

 

Restricted Stock Units

RSUs generally have a vesting term of three years. On vesting the employee is issued one share of stock for each RSU awarded. The fair value of shares vested was $10.8 million, $7.9 million, and $14.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

A summary of the Company’s RSUs is presented below.

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value

 

 

Aggregate
Intrinsic
Value

 

Non-vested RSUs at January 1, 2020

 

 

449,975

 

 

$

62.48

 

 

 

 

Granted

 

 

170,411

 

 

$

58.27

 

 

 

 

Vested

 

 

(258,307

)

 

$

54.73

 

 

 

 

Cancelled

 

 

(56,680

)

 

$

63.46

 

 

 

 

Non-vested RSUs at December 31, 2020

 

 

305,399

 

 

$

66.51

 

 

 

 

Granted

 

 

132,757

 

 

$

95.68

 

 

 

 

Vested

 

 

(119,203

)

 

$

66.46

 

 

 

 

Cancelled

 

 

(15,117

)

 

$

68.53

 

 

 

 

Non-vested RSUs at December 31, 2021

 

 

303,836

 

 

$

79.17

 

 

 

 

Granted

 

 

148,361

 

 

$

93.70

 

 

 

 

Vested

 

 

(140,666

)

 

$

76.53

 

 

 

 

Cancelled

 

 

(26,705

)

 

$

77.16

 

 

 

 

Non-vested RSUs at December 31, 2022

 

 

284,826

 

 

$

88.23

 

 

$

28,212,015

 

RSUs expected to vest in the future

 

 

250,604

 

 

$

87.50

 

 

$

24,822,356

 

 

The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $99.05 per share as of December 31, 2022.

Cash-Settled Restricted Stock Units

CSRSUs generally have a vesting term of three years. The fair value of CSRSUs vested and settled in cash for the years ended December 31, 2022, 2021, and 2020 was $6.6 million, $8.7 million and $9.3 million, respectively. A summary of the Company’s CSRSUs is presented below.

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant Date
Fair Value

 

 

Aggregate
Intrinsic
Value

 

Non-vested CSRSUs at January 1, 2020

 

 

296,233

 

 

$

58.83

 

 

 

 

Granted

 

 

134,259

 

 

$

60.30

 

 

 

 

Vested

 

 

(154,653

)

 

$

49.44

 

 

 

 

Cancelled

 

 

(34,358

)

 

$

63.03

 

 

 

 

Non-vested CSRSUs at December 31, 2020

 

 

241,481

 

 

$

65.06

 

 

 

 

Granted

 

 

52,246

 

 

$

89.51

 

 

 

 

Vested

 

 

(104,272

)

 

$

63.96

 

 

 

 

Cancelled

 

 

(23,195

)

 

$

69.68

 

 

 

 

Non-vested CSRSUs at December 31, 2021

 

 

166,260

 

 

$

72.79

 

 

 

 

Granted

 

 

115,024

 

 

$

97.88

 

 

 

 

Vested

 

 

(75,566

)

 

$

73.20

 

 

 

 

Cancelled

 

 

(17,299

)

 

$

80.02

 

 

 

 

Non-vested CSRSUs at December 31, 2022

 

 

188,419

 

 

$

87.28

 

 

$

18,662,902

 

CSRSUs expected to vest in the future

 

 

161,193

 

 

$

85.88

 

 

$

15,966,125

 

 

The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $99.05 per share as of December 31, 2022.

Non-Employee Director Awards

Beginning on July 2, 2018, the Company granted awards of registered shares to its non-employee directors on an annual basis under the Omnibus Plan. A summary of the non-employee director awards is presented below:

 

 

 

Number of
Shares

 

 

Weighted-
Average Grant
Date Fair
Value

 

 

Aggregate
Intrinsic
Value

 

Non-vested RSUs at January 1, 2020

 

 

4,860

 

 

$

73.94

 

 

 

 

Granted

 

 

12,541

 

 

$

64.58

 

 

 

 

Vested

 

 

(10,891

)

 

$

68.82

 

 

 

 

Cancelled

 

 

 

 

$

 

 

 

 

Non-vested RSUs at December 31, 2020

 

 

6,510

 

 

$

64.47

 

 

 

 

Granted

 

 

11,186

 

 

$

90.73

 

 

 

 

Vested

 

 

(12,110

)

 

$

76.61

 

 

 

 

Cancelled

 

 

 

 

$

 

 

 

 

Non-vested RSUs at December 31, 2021

 

 

5,586

 

 

$

90.73

 

 

 

 

Granted

 

 

11,399

 

 

$

95.35

 

 

 

 

Vested

 

 

(11,637

)

 

$

93.39

 

 

 

 

Cancelled

 

 

 

 

$

 

 

 

 

Non-vested RSUs at December 31, 2022

 

 

5,348

 

 

$

94.79

 

 

$

529,719

 

RSUs expected to vest in the future

 

 

5,348

 

 

$

94.79

 

 

$

529,719

 

 

The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $99.05 per share as of December 31, 2022.

 

Performance Share Awards

In 2015, the Company’s Board of Directors approved a performance-based share program (the “Program”) that provides for the issuance of PSAs to its senior management. Under the Program, the number of PSAs that the participant will receive depends on the Company’s achievement of two performance goals during two performance periods. The performance goals under the Program are

based on (i) the Company’s compounded annual growth rate in EPS during a two-year performance period (the “Initial Period”) and (ii) the Company’s cumulative total shareholder return relative to its peer group (“rTSR”) during a performance period from the first day of the performance period (typically January 1 of the year awarded) to the last day of the third year of the performance period (typically December 31). The PSAs will only be eligible to vest following the expiration of the three-year performance period. The actual shares vested will be subject to both continued employment by the Company (barring certain exceptions allowing for partial performance periods) and actual financial measures achieved. The final number of shares of common stock that will be issued to each participant at the end of the applicable performance period will be determined by multiplying the award by the product of two percentages: the first based on the Company’s EPS performance and the second based on the Company’s rTSR performance, subject to a minimum and maximum performance level. As of December 31, 2022, shares granted during 2020, 2021, and 2022 are within year three, two, and one of the performance periods, respectively, and therefore have not fully vested. A total of 47,634 shares granted in 2019 vested during 2022 after meeting the performance goals. As of December 31, 2022, a total of 66,805 shares granted in 2020 and 2021 are expected to vest in the future based on estimated financial measures achieved in the Initial Period and rTSR performance.

A summary of the Company’s PSAs is presented below.

 

 

 

Number of
Shares

 

 

Weighted-
Average Grant
Date Fair Value

 

 

Aggregate
Intrinsic
Value

 

Non-vested PSAs at January 1, 2020

 

 

148,414

 

 

$

60.67

 

 

 

 

Granted

 

 

87,314

 

 

$

51.44

 

 

 

 

Vested

 

 

(88,038

)

 

$

38.81

 

 

 

 

Cancelled

 

 

(5,569

)

 

$

69.66

 

 

 

 

Non-vested PSAs at December 31, 2020

 

 

142,121

 

 

$

68.19

 

 

 

 

Granted

 

 

54,216

 

 

$

85.03

 

 

 

 

Vested

 

 

(63,258

)

 

$

65.05

 

 

 

 

Cancelled

 

 

 

 

$

 

 

 

 

Non-vested PSAs at December 31, 2021

 

 

133,079

 

 

$

76.54

 

 

 

 

Granted

 

 

38,412

 

 

$

93.15

 

 

 

 

Vested

 

 

(47,634

)

 

$

82.38

 

 

 

 

Cancelled

 

 

(3,170

)

 

$

80.64

 

 

 

 

Non-vested PSAs at December 31, 2022

 

 

120,687

 

 

$

79.42

 

 

$

11,954,047

 

PSAs expected to vest in the future

 

 

66,805

 

 

$

94.83

 

 

$

6,617,006

 

 

The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $99.05 per share as of December 31, 2022. The fair value of the awards is estimated on the grant date using a Monte Carlo simulation model due to the market condition for the rTSR component. The fair value assumptions using the Monte Carlo simulation model for awards granted in 2022, 2021, and 2020 were:

 

 

 

2022

 

 

2021

 

 

2020

 

Dividend Yield

 

 

0.6

%

 

 

0.6

%

 

 

1.0

%

Historical Volatility

 

 

39.0

%

 

 

40.9

%

 

 

35.7

%

Risk-Free Rate of Returns

 

 

2.1

%

 

 

0.3

%

 

 

0.4

%