Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

NOTE 12 – STOCK-BASED COMPENSATION

On April 4, 2018, the Company’s board of directors (the “board”) approved the 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”), which was subsequently approved by the Company’s 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.

On June 1, 2023, the Company’s stockholders approved an amendment and restatement of the 2018 Omnibus Plan (the “2018 A&R Omnibus Plan”) which further increased the number of shares available for issuance, incorporated compensation recovery provisions consistent with new SEC and NASDAQ requirements, and made certain other clarifying changes.

The A&R 2018 Omnibus Plan, as amended, allows the Company to grant 2,050,000 shares using stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units and performance share awards (“PSAs”), cash-settled restricted stock units (“CSRSUs”), and other stock-based awards to all officers, key employees, and non-employee directors of the Company. Outstanding shares granted under the Prior Plan, totaling 2,631 as of September 30, 2023, remain subject to its terms and conditions, and no additional awards from the Prior Plan are to be made after the Effective Date. As of September 30, 2023, the Company had approximately 1,131,012 shares available for grant under the 2018 A&R 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 calculations.

The RSUs, CSRSUs, and PSAs granted are generally subject to service-based vesting conditions, with the PSAs also having performance-based vesting conditions. The performance conditions for the PSAs granted in 2023 have a performance period from January 1, 2023 through December 31, 2025 and performance conditions that are consistent with the PSAs granted in prior years.

The following awards were granted during the three and nine months ended September 30, 2023 and 2022:

	Awards Granted								Average Grant Date Fair Value
	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Employee Stock Awards		—		25,059		113,569		177,960	$	—	$	99.47	$	107.29	$	92.87
Cash-Settled Restricted Stock Units		2,281		15,694		68,745		78,534	$	130.47	$	99.47	$	110.04	$	93.81
Non-Employee Director Stock Awards		8,211		10,703		8,211		11,399	$	127.81	$	94.79	$	127.81	$	95.35
Total		10,492		51,456		190,525		267,893

The total stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022, and the unrecognized compensation expense at September 30, 2023:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,				As of September 30, 2023
(in millions)	2023		2022		2023		2022		Unrecognized		Weighted Average Period to Recognize (in years)
Employee Stock Awards	$	3,166	$	3,241	$	9,394	$	9,215	$	19,213		1.65
Cash-Settled Restricted Stock Units		1,709		1,793		5,808		4,242		12,134		1.94
Non-Employee Director Stock Awards		280		276		740		808		770		0.67
Total	$	5,155	$	5,310	$	15,942	$	14,265	$	32,117