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Stock-Based Compensation
3 Months Ended
Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

 


 

12.STOCK-BASED COMPENSATION

 

Restricted Stock Awards

 

During the three months ended March 31, 2022, we issued an aggregate of 209,203 restricted shares of common stock to certain non-executive employees under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (as amended, the “LTIP”), consisting of 59,503 shares subject to market-based vesting conditions (“Market-Based Shares”) and 149,700 shares subject to time-based vesting conditions (“Time-Based Shares”). Market-Based Shares will vest 50% on the first date, if any, that the arithmetic average of the Company’s volume weighted average price on each of the twenty consecutive trading days immediately preceding such date (the “VWAP Value”) equals or exceeds $484 per share and 50% on the first date, if any, that the Company’s VWAP Value equals or exceeds $559 per share, in each case provided that (i) such date occurs on or before the eighth anniversary of the grant date and (ii) the recipient is employed by, or providing services to, the Company on the applicable vesting date, and subject to the terms and conditions of the LTIP and the applicable restricted stock award agreement. The majority of the Time-Based Shares will vest 21% on a specified initial vesting date, 21% on the first anniversary of such initial vesting date, 25% on the second anniversary of such initial vesting date, and 33% on the on the third anniversary of such initial vesting date, provided that the recipient is employed by, or providing services to, the Company on the applicable vesting date, and subject to the terms and conditions of the LTIP and the applicable restricted stock award agreement.

The following table summarizes restricted stock awards activity for the three months ended March 31, 2022:

 

 

 

Time-Based

 

 

Market-Based

 

 

 

Restricted Stock Awards

 

 

Restricted Stock Awards

 

 

 

Shares

 

 

Weighted Average

Grant Date Fair

Value Per Share

 

 

Shares

 

 

Weighted Average

Grant Date Fair

Value Per Share

 

Unvested shares of restricted stock outstanding at December 31, 2021

 

 

369.6

 

 

$

259.94

 

 

 

1,628.3

 

 

$

111.87

 

Granted

 

 

149.7

 

 

$

321.21

 

 

 

59.5

 

 

$

268.93

 

Vested

 

 

(3.9

)

 

$

114.94

 

 

 

 

 

$

278.24

 

Forfeited

 

 

(11.2

)

 

$

319.01

 

 

 

(2.1

)

 

$

281.75

 

Unvested shares of restricted stock outstanding at March 31, 2022

 

 

504.2

 

 

$

277.92

 

 

 

1,685.7

 

 

$

117.20

 

 

Performance-Based Restricted Stock Units

 

In February 2022, the Compensation Committee of the Board of Directors authorized the granting of performance-based restricted stock units (“PSUs”) to certain executive officers pursuant to the LTIP (the “2022 PSU Awards”). Each PSU granted under the LTIP represents a notional share of the Company’s common stock. The 2022 PSU Awards represented an aggregate of 51,494 target units that may increase to an aggregate of 128,735 awarded units based upon the Company’s performance over two separate performance periods: (i) a two-year performance period commencing on January 1, 2022 and ending on December 31, 2023 (the “Two-Year Performance Period”); and (ii) a three-year performance period commencing on January 1, 2022 and ending on December 31, 2024 (the “Three-Year Performance Period”). Up to 25% of the PSUs will be eligible to vest no later than February 29, 2024, for the Two-Year Performance Period, and up to 75% of the PSUs will be eligible to vest no later than March 1, 2025, for the Three-Year Performance Period, provided that the grantee remains employed by or providing services to the Company on the applicable vesting date, and subject to the terms and conditions of the LTIP and the Restricted Stock Unit Award Agreement – Performance Based Vesting (the “PSU Award Agreement”). The number of PSUs that will vest and be converted into shares of common stock will depend on the Company’s relative total stockholder return (“Relative TSR”), expressed as a percentile ranking of the Company’s total stockholder return (“TSR”) as compared to the Company’s peer group set forth in the PSU Award Agreement.

 

For purposes of the 2022 PSU Awards, TSR is determined by dividing (i) the sum of (A) the average daily volume weighted average price (or “VWAP” as defined in the PSU Award Agreement) of a share of the Company’s common stock or the common stock of a peer company, as applicable, during the final 60 trading day period of the applicable performance period, less (B) the average VWAP of a share of the Company’s common stock or the common stock of a peer company, as applicable, during the 60 trading day period ending on December 31, 2021, plus (C) the sum of all dividends which are paid by the Company (or the member of the peer group) to its stockholders, assuming such dividends are reinvested in the applicable company through the applicable performance period, by (ii) the average VWAP of a share of the Company’s common stock or the common stock of a peer company,

as applicable, during the 60 trading day period ending on December 31, 2021. The Company’s peer group includes 35 publicly traded companies, which were reflective of the S&P 500 Software & Services index on the grant date.

 

The following table summarizes PSU activity for the three months ended March 31, 2022:

 

 

 

PSUs

 

 

 

Units

 

 

Weighted Average

Grant Date Fair

Value Per Unit

 

Unvested PSUs outstanding at December 31, 2021

 

 

37.1

 

 

$

556.50

 

Granted

 

 

51.5

 

 

$

296.07

 

Forfeited

 

 

 

 

$

 

Unvested PSUs outstanding at March 31, 2022 (1)

 

 

88.6

 

 

$

405.17

 

 

 

(1)

A maximum of 221,549 units could be awarded based upon Paycom’s Relative TSR over the applicable performance periods.

 

For the three months ended March 31, 2022 and 2021, our total compensation expense related to restricted stock awards and PSU awards, in the aggregate, was $22.1 million and $23.6 million, respectively.

 

The following table presents the unrecognized compensation cost and the related weighted average recognition period associated with unvested restricted stock awards and unvested PSU awards as of March 31, 2022.

 

 

 

Restricted Stock

 

 

 

 

 

 

 

Awards

 

 

PSUs

 

Unrecognized compensation cost

 

$

242,128

 

 

$

26,009

 

Weighted average period for recognition (years)

 

 

3.5

 

 

 

2.1

 

 

We capitalized stock-based compensation costs related to software developed for internal use of $1.9 million and $1.5 million for the three months ended March 31, 2022 and 2021, respectively.