XML 24 R13.htm IDEA: XBRL DOCUMENT v3.20.2
Stock Based Awards and Other Equity Instruments
6 Months Ended
Jun. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Awards and Other Equity Instruments

NOTE 5: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

Stock-Based Compensation Expense

The following table presents the amount of stock-based compensation expense related to stock-based awards on our unaudited condensed consolidated statements of operations during the periods presented:

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(in millions)

 

 

(in millions)

 

Cost of revenue

 

$

 

 

$

 

 

$

1

 

 

$

 

Selling and marketing

 

 

4

 

 

 

6

 

 

 

7

 

 

 

11

 

Technology and content

 

 

9

 

 

 

14

 

 

 

20

 

 

 

27

 

General and administrative

 

 

12

 

 

 

12

 

 

 

23

 

 

 

22

 

Total stock-based compensation expense

 

 

25

 

 

 

32

 

 

 

51

 

 

 

60

 

Income tax benefit from stock-based compensation

 

 

(5

)

 

 

(8

)

 

 

(12

)

 

 

(14

)

Total stock-based compensation expense, net of tax

 

$

20

 

 

$

24

 

 

$

39

 

 

$

46

 

 

We capitalized $4 million and $8 million of stock-based compensation expense as internal-use software and website development costs during the three and six months ended June 30, 2020, respectively, and $5 million and $9 million during the three and six months ended June 30, 2019, respectively.  

Stock-Based Award Activity and Valuation

2020 Stock Option Activity

A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, during the six months ended June 30, 2020, is presented below:

 

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

 

Aggregate

 

 

 

Options

 

 

Price Per

 

 

Contractual

 

 

Intrinsic

 

 

 

Outstanding

 

 

Share

 

 

Life

 

 

Value

 

 

 

(in thousands)

 

 

 

 

 

 

(in years)

 

 

(in millions)

 

Options outstanding at December 31, 2019

 

 

6,017

 

 

$

50.27

 

 

 

 

 

 

 

 

 

Granted

 

 

1,095

 

 

 

25.38

 

 

 

 

 

 

 

 

 

Exercised

 

 

(2

)

 

 

17.08

 

 

 

 

 

 

 

 

 

Cancelled or expired

 

 

(732

)

 

 

46.74

 

 

 

 

 

 

 

 

 

Options outstanding at June 30, 2020

 

 

6,378

 

 

$

46.42

 

 

 

5.8

 

 

$

 

Exercisable as of June 30, 2020

 

 

3,630

 

 

$

55.30

 

 

 

3.9

 

 

$

 

Vested and expected to vest after June 30, 2020 (1)

 

 

6,378

 

 

$

46.42

 

 

 

5.8

 

 

$

 

 

 

(1)

The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and   therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of June 30, 2020 was $19.01. The total intrinsic value of stock options exercised for the six months ended June 30, 2020 and 2019 was not material and $2 million, respectively.

The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented:

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

Risk free interest rate

 

 

1.18

%

 

 

2.42

%

Expected term (in years)

 

 

5.30

 

 

 

5.19

 

Expected volatility

 

 

43.13

%

 

 

42.17

%

Expected dividend yield

 

—  %

 

 

—  %

 

Weighted-average grant date fair value

 

$

10.11

 

 

$

21.80

 

 

The total fair value of stock options vested was $11 million and $10 million for the six months ended June 30, 2020 and 2019, respectively.

2020 RSU Activity

A summary of our RSU activity during the six months ended June 30, 2020 is presented below:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

Grant-

 

 

Aggregate

 

 

 

RSUs

 

 

Date Fair

 

 

Intrinsic

 

 

 

Outstanding

 

 

Value Per Share

 

 

Value

 

 

 

(in thousands)

 

 

 

 

 

 

(in millions)

 

Unvested RSUs outstanding as of December 31, 2019

 

 

8,469

 

 

$

45.42

 

 

 

 

 

Granted

 

 

4,834

 

 

 

25.20

 

 

 

 

 

Vested and released (1)

 

 

(2,397

)

 

 

47.67

 

 

 

 

 

Cancelled

 

 

(2,858

)

 

 

38.00

 

 

 

 

 

Unvested RSUs outstanding as of June 30, 2020

 

 

8,048

 

 

$

34.96

 

 

$

153

 

 

(1)   Inclusive of 628,545 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.

On May 8, 2020, the Company entered into an amended employment agreement (“Amendment”) with Ernst Teunissen, the Company’s Chief Financial Officer and Senior Vice President. The Amendment, among other things, provides for a target payment (“Bonus Award”) in an amount equal to the difference between a maximum payment of $7 million and the aggregate intrinsic value of Mr. Teunissen’s RSU and stock options that vest between May 1, 2020 and May 31, 2022 (the “Target Period”), as measured using the average market price of the Company’s common stock for ten trading days immediately prior to May 31, 2022. On a quarterly basis, management estimates the Bonus Award and accrues this amount ratably over the Target Period. As of June 30, 2020, this amount is classified in other long-term liabilities on the unaudited condensed consolidated balance sheet, and is not material. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

On May 27, 2020, the Compensation Committee of the Board of Directors, approved a modification to the Company’s annual RSU grant issued to its employees in the first quarter of 2020, which consisted of reducing the original grant-date vesting period from four years to two years. This modification resulted in the acceleration and recognition of an additional $10 million of stock-based compensation expense during the three months ended June 30, 2020, given the modified vesting term. There was no change to the original fair value of the impacted RSUs as a result of this modification. This modification did not apply to the RSU grant to Mr. Teunissen in light of the separate arrangement, as described above.

A summary of our MSU activity during the six months ended June 30, 2020 is presented below:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

Grant-

 

 

Aggregate

 

 

 

MSUs

 

 

Date Fair

 

 

Intrinsic

 

 

 

Outstanding

 

 

Value Per Share

 

 

Value

 

 

 

(in thousands)

 

 

 

 

 

 

(in millions)

 

Unvested MSUs outstanding as of December 31, 2019

 

 

389

 

 

$

40.99

 

 

 

 

 

Granted (1)

 

 

133

 

 

 

28.15

 

 

 

 

 

Vested and released

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(24

)

 

 

58.63

 

 

 

 

 

Unvested MSUs outstanding as of June 30, 2020

 

 

498

 

 

$

36.71

 

 

$

9

 

 

 

(1)

MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan.

A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices and TSR of the Company and the Nasdaq Composite Total Return Index over the performance period, was used to calculate the grant-date fair

value of our MSU awards. The estimated grant-date fair value of these awards is being amortized on a straight-line basis over the requisite service period through December 31, 2022.

Total current income tax benefits associated with the exercise or settlement of Tripadvisor stock-based awards held by our employees was $1 million and $13 million during the three and six months ended June 30, 2020, respectively, and $3 million and $22 million during the three and six months ended June 30, 2019, respectively.

Unrecognized Stock-Based Compensation

A summary of our remaining unrecognized stock-based compensation expense and the weighted average remaining amortization period at June 30, 2020 related to our non-vested equity awards is presented below (in millions, except in years information):

 

 

 

Stock

 

 

 

 

 

 

 

Options

 

 

RSUs/MSUs

 

Unrecognized compensation expense

 

$

29

 

 

$

212

 

Weighted average period remaining (in years)

 

 

2.7

 

 

 

2.1