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Stock-Based Compensation
9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

Note 12—Stock-Based Compensation

At the Company’s 2019 Annual Meeting of Stockholders held on June 14, 2019, the Company’s stockholders approved the Company’s 2019 Long-Term Incentive Plan (the “2019 Plan”), which was previously approved by the Company’s Board of Directors.  The 2019 Plan replaces the Company’s 2014 Long-Term Incentive Plan, as amended (the “Prior Plan”).  Upon stockholder approval, (i) the 2019 Plan became effective, and (ii) the Prior Plan terminated and no additional awards will be granted under the Prior Plan; provided that awards outstanding under the Prior Plan as of the date the 2019 Plan became effective will remain in full force and effect under the Prior Plan according to their respective terms.

The Company is authorized to grant up to 2,650,000 shares of common stock under the 2019 Plan.  The 2019 Plan allows stock-based compensation awards to be granted in a variety of forms, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, dividend equivalent rights, qualified performance-based awards and other types of awards. The terms and conditions of the awards granted are established by the Compensation Committee of the Company’s Board of Directors. A total of 1,778,895 shares were available for future grants under the Plan as of September 30, 2019.

Stock-based compensation expense was as follows for the three and nine months ended September 30, 2019 and 2018 (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Restricted stock units

 

$

445

 

 

$

1,026

 

 

$

3,773

 

 

$

3,164

 

Performance units

 

 

374

 

 

 

1,047

 

 

 

3,364

 

 

 

2,685

 

Restricted and unrestricted stock

 

 

242

 

 

 

98

 

 

 

477

 

 

 

282

 

Total expense

 

$

1,061

 

 

$

2,171

 

 

$

7,614

 

 

$

6,131

 

 

Restricted Stock Units

Restricted stock unit awards vest subject to the satisfaction of service requirements. The Company recognizes expense related to restricted stock unit awards on a straight-line basis over the requisite service period, which is three years. The grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant. As of September 30, 2019, there was $2.8 million of total unrecognized compensation cost related to outstanding restricted stock units. The weighted average period for the shares to vest is approximately two years. A summary of employee restricted stock unit awards activity during the nine months ended September 30, 2019 is as follows:

 

 

 

Number of

shares

 

 

Weighted

average grant

date fair value

 

 

Aggregate

intrinsic

value (in

thousands)

 

Total awarded and unvested, December 31, 2018

 

 

233,960

 

 

$

29.27

 

 

$

3,685

 

Granted

 

 

407,714

 

 

 

6.46

 

 

 

 

 

Vested

 

 

(212,140

)

 

 

28.71

 

 

 

 

 

Forfeited

 

 

(485

)

 

 

31.78

 

 

 

 

 

Total awarded and unvested, September 30, 2019

 

 

429,049

 

 

$

7.86

 

 

$

1,622

 

 

Performance Units

Performance unit awards vest subject to the satisfaction of a three-year service requirement and based on Total Shareholder Return (as defined in the award agreements), as compared to an industry peer group over that same period. The performance unit awards are measured at the grant date at fair value using a Monte Carlo valuation method. As of September 30, 2019, there was $2.0 million of total unrecognized compensation cost related to outstanding performance units. The weighted average period for the shares to vest is approximately two years. A summary of performance stock unit awards activity during the nine months ended September 30, 2019 is as follows:

 

 

 

Number of

shares

 

 

Weighted

average grant

date fair value

 

 

Aggregate

intrinsic

value (in

thousands)

 

Total awarded and unvested, December 31, 2018

 

 

346,589

 

 

$

27.68

 

 

$

716

 

Granted

 

 

255,419

 

 

 

7.25

 

 

 

 

 

Vested

 

 

(270,068

)

 

 

27.57

 

 

 

 

 

Forfeited

 

 

(16,483

)

 

 

24.60

 

 

 

 

 

Total awarded and unvested, September 30, 2019

 

 

315,457

 

 

$

11.39

 

 

$

 

 

The determination of the fair value of the performance unit awards noted above uses significant Level 3 assumptions in the fair value hierarchy including an estimate of the timing of forfeitures, the risk free rate and a volatility estimate tied to the Company’s stock price.  Prior to 2018, the volatility estimate was tied to the Company’s public peer group.  The following table presents the assumptions used to determine the fair value for performance stock units granted during the nine months ended September 30, 2019 and 2018:

 

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

Volatility

 

 

65.10

%

 

 

89.70

%

Risk-free interest rate

 

 

1.83

%

 

 

2.37

%

 

Restricted and Unrestricted Stock

On May 17, 2017, the Company issued an aggregate of 10,212 restricted shares of common stock to its three non-employee members of its Board of Directors who were not affiliated with the Company’s then controlling stockholder, which shares became fully vested on May 17, 2018.

On May 16, 2018, the Company issued an aggregate of 15,476 restricted shares of common stock to its three non-employee members of its Board of Directors who were not affiliated with the Company’s then controlling stockholder, which shares became fully vested on  May 16, 2019.  

Effective February 28, 2019, the Company issued an aggregate of 70,409 restricted shares of common stock to two of its officers in connection with retention bonus arrangements entered into between the Company and each of these officers.  Twenty-five percent of the restricted shares vested on August 28, 2019, and the remaining 75% of the restricted shares vest in substantially equal installments on February 28, 2020, August 28, 2020 and February 28, 2021.

Pursuant to the Company’s Non-Employee Director Compensation Policy, on June 18, 2019, the Company awarded an aggregate of 53,328 restricted shares of common stock to eight of the non-employee members of its Board of Directors, which shares are scheduled to fully vest on June 18, 2020.  The other non-employee member of the Company’s Board of Directors declined to receive any compensation for his service on the Company’s Board of Directors for 2019.

Pursuant to the Company’s Non-Employee Director Compensation Policy, on August 2, 2019, the Company issued an aggregate of 26,935 unrestricted shares of common stock to four of the non-employee members of its Board of Directors.