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Equity-Based Compensation
6 Months Ended
Jun. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

7. EQUITY-BASED COMPENSATION

Partnership Units

Prior to the Company’s restructuring and IPO, the business operated as a partnership and its ownership structure was comprised of common partners (principally outside investors) holding units. The common partners contributed capital to the partnership and were not subject to vesting. Units granted to Managing Directors upon joining the Company and as part of annual incentive compensation generally vested based on service over five to eight years. Certain non-Managing Director employees were granted units as part of their incentive arrangements and these units generally vested based on service ratably over four years. In connection with the Company’s restructuring and IPO, substantially all of the Managing Director partner equity subject to vesting was accelerated. Units granted to non-Managing Director employees were not accelerated in connection with the Company’s restructuring and IPO and continue to vest based on the original terms of the grant.

In connection with the reorganization and IPO, Group LP issued Class A partnership units to Moelis & Company and to certain existing unit holders. Following the reorganization, a Class A partnership unit (not held by Moelis & Company or its subsidiaries) is exchangeable into one share of Moelis & Company Class A common stock and represents the Company’s noncontrolling interests. As of June 30, 2020, partners held 11,215,616 Class A partnership units.

The Company recognized compensation expenses of $9 and $41 for the three months ended June 30, 2020 and 2019, respectively, and $39 and $150 for the six months ended June 30, 2020 and 2019. As of June 30, 2020, the Class A partnership units were fully-vested.

2014 Omnibus Incentive Plan

In connection with the IPO, the Company adopted the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”) to provide additional incentives to selected officers, employees, Managing Directors, non-employee directors, independent contractors, partners, senior advisors and consultants. The Plan provides for the issuance of incentive stock options (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock-based awards and cash awards.

Share Repurchase Plan

In the first quarter of 2015, the Board of Directors authorized the repurchase of up to $25 million of shares of Class A common stock of the Company and/or Class A partnership units of Group LP with no expiration date. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will be opportunistic and measured in nature and will depend on a variety of factors, including price and market conditions. In February 2019, the Board of Directors authorized the repurchase of up to $100 million of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date. This new authorization replaced the former repurchase program and the remaining authorization under the program was eliminated. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will be opportunistic and measured in nature and will depend on a variety of factors, including price and market conditions. The remaining balance of shares authorized for repurchase under the program was $80.9 million as of June 30, 2020.

Restricted Stock and Restricted Stock Units (RSUs)

Pursuant to the Plan and in connection with the Company’s annual compensation process and ongoing hiring process, the Company issues RSUs which generally vest over a service life of four to five years. For the three months ended June 30, 2020 and 2019, the Company recognized expense of $29,368 and $28,094, respectively, and $67,595 and $66,376 for the six months ended June 30, 2020 and 2019, respectively, in relation to these RSUs. 

The following table summarizes activity related to restricted stock and RSUs for the six months ended June 30, 2020 and 2019.

 

 

 

Restricted Stock & RSUs

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Unvested Balance at January 1,

 

 

8,414,130

 

 

$

 

42.19

 

 

 

8,761,224

 

 

$

 

37.59

 

Granted

 

 

3,751,547

 

 

 

 

37.76

 

 

 

3,657,153

 

 

 

 

46.05

 

Forfeited

 

 

(79,016

)

 

 

 

38.96

 

 

 

(71,641

)

 

 

 

43.15

 

Vested

 

 

(3,069,143

)

 

 

 

38.74

 

 

 

(3,825,041

)

 

 

 

34.34

 

Unvested Balance at June 30,

 

 

9,017,518

 

 

$

 

41.45

 

 

 

8,521,695

 

 

$

 

42.39

 

 

 

As of June 30, 2020, the total compensation expense related to unvested restricted stock and RSUs not yet recognized was $175,583. The weighted-average period over which this compensation expense is expected to be recognized at June 30, 2020 is 1.9 years.

Stock Options

Pursuant to the Plan, the Company issued 3,501,881 stock options in 2014 which vest over a five-year period. The Company estimated the fair value of stock option awards at grant using the Black-Scholes valuation model with the following assumptions:

 

 

 

Assumptions

 

Expected life (in years)

 

 

 

6

 

Weighted-average risk free interest rate

 

 

 

1.91

%

Expected volatility

 

 

 

35

%

Dividend yield

 

 

 

2.72

%

Weighted-average fair value at grant date

 

$

 

6.70

 

 

The Company paid special dividends of $9.05, in aggregate, through June 30, 2020. As required under Section 5 of the Company’s 2014 Omnibus Incentive Plan, the Compensation Committee of the Company’s Board of Directors equitably reduced the exercise price of the Company’s outstanding options to purchase common stock by $9.05 from $25.00 per share to $15.95 per share.

The following table summarizes activity related to stock options for the six months ended June 30, 2020 and 2019.

 

 

 

Stock Options Outstanding

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

Outstanding at January 1,

 

 

728,534

 

 

$

 

15.95

 

 

 

2,017,067

 

 

$

 

15.95

 

Exercises

 

 

(728,534

)

 

 

 

15.95

 

 

 

(351,101

)

 

 

 

15.95

 

Forfeitures or expirations

 

 

 

 

 

 

 

 

 

(3,000

)

 

 

 

15.95

 

Outstanding at June 30,

 

 

 

 

$

 

 

 

 

1,662,966

 

 

$

 

15.95

 

 

For the three months ended June 30, 2020 and 2019, the Company recognized expenses of $0 and $111, respectively, and $0 and $606 for the six months ended June 30, 20120 and 2019, respectively, related to stock options.