Common stockholders are entitled to vote on all matters submitted to a vote of the Holdings’ stockholders. Subject to the rights of holders of any then outstanding shares of Holdings’ preferred stock, Holdings’ common stockholders are entitled to dividends declared by Holdings’ board of directors. The shares of the Holdings’ common stock are not subject to any redemption provisions. Holdings has no issued and outstanding shares of preferred stock.

Holdings’ ability to pay dividends is effectively limited by its status as a holding company and the terms of CUSA’s indentures and senior secured credit facility, which also significantly restricts the ability of certain of CUSA’s subsidiaries to pay dividends directly or indirectly to Holdings. See Note 14 for discussion of restrictions contained within the debt agreements of CUSA.

Treasury stock represents shares of common stock repurchased by Holdings and not yet retired. Holdings has applied the cost method in recording its treasury shares. Below is a summary of Holdings’ treasury stock activity for the years ended December 31, 2021, 2022 and 2023.


	Number of Treasury Shares		Cost
Balance at January 1, 2021		5.05	$	87.0
Restricted stock withholdings (1)		0.24		4.1
Restricted stock forfeitures (2)		0.06		—
Balance at December 31, 2021		5.35	$	91.1
Restricted stock withholdings (1)		0.26		4.3
Restricted stock forfeitures (2)		0.07		—
Balance at December 31, 2022		5.68	$	95.4
Restricted stock withholdings (1)		0.22		2.9
Restricted stock forfeitures (2)		0.10		—
Balance at December 31, 2023		6.00	$	98.3

(1)

Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock and restricted stock units. Holdings determined the number of shares to be withheld based upon market values of the common stock of Holdings on the vest dates. Below is a summary of the range of market values per share on the vest dates for the years indicated:

(2)

Holdings repurchased forfeited restricted shares at a cost of $0.001 per share in accordance with the 2017 Omnibus Plan.

As of December 31, 2023, Holdings had no plans to retire any shares of its treasury stock.

CUSA has 1.5 shares (in thousands) of Class A common stock and 182.6 shares (in thousands) of Class B common stock outstanding, all of which are held by Holdings. Holders of Class A common stock have exclusive voting rights. Holders of Class B common stock have no voting rights except upon any proposed amendments to the articles of incorporation. However, they may convert their Class B common stock, at their option, to Class A common stock. In the event of any liquidation, holders of the Class A and Class B common stock will be entitled to their pro-rata share of assets remaining after any holders of preferred stock have received their preferential amounts based on their respective shares held.

CUSA has 1.0 shares of preferred stock, $1.00 par value, authorized with none issued or outstanding. The rights and preferences of preferred stock will be determined by the CUSA Board of Directors at the time of issuance.

CUSA’s ability to pay dividends is effectively limited by the terms of its indentures and its senior secured credit facility, which also significantly restricts the ability of certain of CUSA’s subsidiaries to pay dividends directly or indirectly to it. See Note 14 for a discussion of restrictions contained within CUSA’s debt agreements.

Below is a summary of restricted stock activity for the years ended December 31, 2021, 2022 and 2023:


	Year Ended					Year Ended					Year Ended
	December 31, 2021					December 31, 2022					December 31, 2023
	Shares of Restricted Stock			Weighted Average Grant Date Fair Value		Shares of Restricted Stock			Weighted Average Grant Date Fair Value		Shares of Restricted Stock			Weighted Average Grant Date Fair Value
Outstanding at January 1		1.43		$	21.11		1.99		$	21.73		1.85		$	20.64
Granted		1.24		$	21.91		0.88		$	16.40		1.38		$	12.07
Vested		(0.62	)	$	20.92		(0.95	)	$	19.13		(0.78	)	$	21.04
Forfeited		(0.06	)	$	18.96		(0.07	)	$	18.91		(0.10	)	$	16.40
Outstanding at December 31		1.99		$	21.73		1.85		$	20.64		2.35		$	15.67

During the year ended December 31, 2023, Holdings granted 1.4 shares of its restricted stock to certain CUSA employees and to Holdings’ directors. The fair value of the restricted stock granted was determined based on the market value of the Holdings’ common stock on the grant dates, which ranged from $11.19 to $19.07 per share for the 2023 grants. The Company assumed forfeiture rates ranging from 0% to 10% for the restricted stock awards granted in 2023. The restricted stock granted to employees vests over periods ranging from one to three years based on continued service. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted stock is prohibited during the restriction period.

Below is a summary of restricted stock award activity recorded for the periods indicated.


	Year Ended December 31,
	2021		2022		2023
Compensation expense recognized during the period:
CUSA employees (1)	$	22.0	$	14.8	$	15.1
Holdings directors		0.9		1.0		1.2
Total recognized by Holdings	$	22.9	$	15.8	$	16.3

Fair value of vested restricted stock held by:
CUSA employees	$	9.7	$	15.3	$	9.1
Holdings directors		1.3		0.6		1.3
Holdings total	$	11.0	$	15.9	$	10.4

Income tax benefit recognized upon vesting of restricted stock awards held by:
CUSA employees	$	0.8	$	2.7	$	0.6
Holdings directors		0.3		0.1		0.3
Holdings total income tax benefit	$	1.1	$	2.8	$	0.9

(1)

The former CEO of Holdings retired on December 31, 2021, and all of his outstanding unvested shares vested upon his retirement in accordance with his employment agreement. The Company recorded incremental compensation expense of $4.3 related to the accelerated vesting of these awards during the year ended December 31, 2021.

Holdings granted performance awards in the form of performance stock units (“PSUs”), formerly referred to as restricted stock units, in 2020, 2022 and 2023. Based upon the terms of the award agreements, the performance stock units vest based on a combination of financial performance factors and continued service.

The financial performance factors for the performance stock units have a threshold, target and maximum level of payment opportunity and vest on a prorata basis according to the performance level achieved by the Company during the performance period against the performance goals. At the time of the performance stock unit grants, the Company assumes the financial performance target will be reached for the defined measurement period in determining the amount of compensation expense to record for such grants. If and when additional information becomes available to indicate that something other than the target level will be achieved, the Company adjusts compensation expense on a prospective basis over the remaining service period.

Grantees of performance stock units are eligible to receive a ratable portion of the common stock issuable if the achievement of the performance goals is within the targets previously noted. All performance stock units granted will be paid in the form of Holdings’ common stock if the participant continues to provide services through the third anniversary of the respective grant date. Performance stock unit award participants are eligible to receive dividend

equivalent payments from the grant date to the extent declared by Holdings if, and at the time, the performance stock unit awards vest.

2023 awards - During the year ended December 31, 2023, Holdings granted performance awards in the form of performance stock units. Each PSU that vests will result in the issuance of one share of Holdings’ common stock. The maximum number of shares issuable under the performance awards granted during 2023 is approximately 1.5 shares of Holdings' common stock. The grant date fair value for the units issued was determined based on the closing price of Holdings' common stock on the date of grant, which was $11.68 per share. The performance metrics for these performance awards are based upon cumulative three-year Adjusted EBITDA and consolidated cash flows, and payout levels are determined based upon the achievement of pre-established criteria for these metrics as defined in the award agreement. Based upon the terms of the award agreement, PSUs vest based on a combination of performance factors and continued service. The performance measurement period for the PSUs is three years, January 1, 2023 through December 31, 2025 and the service period ends on February 20, 2026. Below is a summary of the performance metrics and measurement period for these performance awards:

2022 awards - During the year ended December 31, 2022, Holdings granted performance awards in the form of performance stock units. The maximum number of shares issuable under the performance awards granted during 2022 is 0.8 shares of Holdings’ common stock. The grant date fair value for the units issued during the year ended December 31, 2022 was determined based on the closing price of Holdings’ common stock on the date of grant, which was $16.65 per share. The financial performance metrics are based upon the achievement of pre-established criteria for revenue and consolidated cash flows as defined in the award agreement. Based upon the terms of the award agreement, PSUs vest based on a combination of performance factors and continued service. The performance measurement period for the financial performance metrics is one year, and there is an additional two-year service requirement.

2021 awards -There were no performance stock awards granted during the year ended December 31, 2021. During the year ended December 31, 2021, the Compensation Committee of Holdings’ Board of Directors (“Compensation Committee”) evaluated the impact of the COVID-19 pandemic on the performance metric used for the performance stock unit awards granted during 2019 and 2020 and determined that the COVID-19 pandemic significantly impacted Holdings’ ability to meet the performance metric. The Compensation Committee made a discretionary decision to certify the vest of the 2019 and 2020 performance stock unit awards at target based upon the unforeseen, external circumstances that were beyond management’s control, the projected macroeconomic conditions through 2021 and beyond, and the uncertain timing as to the recovery of the Company’s industry. The requirement to satisfy the applicable service period under the performance stock unit awards was not changed. In addition, the Compensation Committee determined that it would not be appropriate to issue performance awards during 2021 due to the aforementioned macroeconomic conditions and industry recovery. In lieu of performance stock units, the Compensation Committee granted restricted stock with a four-year vest period.

Below is a summary of performance stock unit activity for the periods presented:


	Year Ended December 31,
	2021		2022		2023
Number of performance stock unit awards that vested during the period		0.23		0.10		0.14
Fair value of performance stock unit awards that vested during the period	$	4.1	$	1.7	$	1.8
Accumulated dividends paid upon vesting of performance stock unit awards	$	0.1	$	0.3	$	0.2
Compensation expense recognized during the period (1)	$	6.4	$	5.7	$	8.7
Income tax benefit (expense) related to stock unit awards	$	0.7	$	—	$	(0.8	)

(1)

The former CEO of Holdings retired on December 31, 2021 and all of his outstanding unvested restricted stock units vested upon his retirement in accordance with his employment agreement. Holdings recorded incremental compensation expense of $2.4 related to the accelerated vesting of these awards during the year ended December 31, 2021.

As of December 31, 2023, the estimated remaining unrecognized compensation expense related to the outstanding performance stock unit awards was $12.6. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.7 years. As of December 31, 2023, Holdings had performance stock units outstanding that represented a total of 1.7 hypothetical shares of common stock, net of estimated forfeitures, reflecting actual certified performance levels, which was target for PSUs granted during 2020 and maximum performance level for PSUs granted during 2022, and an estimated performance level for the 2023 grant slightly above target.

Year Ended December 31,

Market Values

$15.21 to $24.14

$12.11 to $18.33

$11.16 to $18.36