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Stock-based Compensation
12 Months Ended
Dec. 31, 2022
Stock-based Compensation  
Stock-based Compensation

Note 20—Stock-based Compensation

The Company has adopted equity incentive plans that provide for grants of stock options, time-based and performance-based restricted stock units (“RSUs”), stock appreciation rights, performance units and stock grants. As of December 31, 2022, the Company has 4.6 million units available for future awards.

Following is a summary of the stock-based compensation expense by instrument awarded:

Year ended December 31, 

 

2022

    

2021

    

2020

(in thousands)

Performance-based RSUs

$

18,096

$

23,166

$

20,610

Time-based RSUs

14,837

10,184

9,515

Stock options

9,619

4,444

14,980

$

42,552

$

37,794

$

45,105

Performance-Based RSUs

The performance based RSUs provide for the issuance of shares of the Company’s common stock based on the achievement of performance goals and job performance ratings. Approximately 612,000 shares under the grants with performance periods ending December 31, 2022 are expected to vest and be issued to the grantees in the first quarter of 2023.

The fair value of the performance-based RSUs is measured based on the fair value of the Company’s common stock at the grant date, taking into consideration management’s estimate of the expected outcome of the performance goal, and the number of shares to be forfeited during the vesting period. The Company assumes forfeiture rates of 0 – 20.3% per year based on the grantees’ employee classification. The actual number of shares that vest could vary from zero, if the performance goals are not met, to as much as 187.5% of the units granted, if the performance goals are meaningfully exceeded.

The table below summarizes performance-based RSU activity:

Year ended December 31,

2022

2021

2020

 

(in thousands, except per unit amounts)

Number of units:

    

    

    

 

Outstanding at beginning of year

1,226

1,583

1,807

Granted

342

310

440

Vested (1)

(509)

(634)

(645)

Forfeited or cancelled

(83)

(33)

(19)

Outstanding at end of year

976

1,226

    

1,583

Weighted average grant date fair value per unit:

Outstanding at beginning of year

$

36.12

$

27.02

$

21.67

Granted

$

57.10

$

58.85

$

35.95

Vested

$

23.40

$

24.47

$

18.16

Forfeited

$

49.14

$

36.91

$

26.71

Outstanding at end of year

$

48.94

$

36.12

$

27.02

(1)The actual number of performance-based RSUs vested during the years ended December 31, 2022, 2021 and 2020 was 654,000, 781,000 and 608,000 shares, respectively, which is approximately 128%, 123% and 94% of the 509,000, 634,000 and 645,000 originally granted units, respectively, due to the performance varying from the established target for the respective grant.

Following is a summary of performance-based RSUs as of December 31, 2022:

Unamortized compensation cost (in thousands)

$

12,021

Number of shares expected to vest (in thousands)

908

Weighted average remaining vesting period (in months)

11

Time-Based RSUs

The RSU grant agreements provide for the award of time-based RSUs, entitling the award recipient to one share of the Company’s common stock for each RSU. In general, and except as otherwise provided by the agreement, one-third of the time-based RSUs vest on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each anniversary.

Compensation cost relating to time-based RSUs is based on the grant date fair value of the Company’s common stock and the number of shares expected to vest. For purposes of estimating the cost of the time-based RSUs granted, the Company assumes forfeiture rates of 0% – 20.3% per year based on the grantees’ employee classification.

The table below summarizes time-based RSU activity:

    

Year ended December 31,

2022

2021

2020

(in thousands, except per unit amounts)

Number of units:

    

    

    

Outstanding at beginning of year

434

587

642

Granted

331

173

311

Vested

(246)

(312)

(357)

Forfeited

(36)

(14)

(9)

Outstanding at end of year

483

434

587

Weighted average grant date fair value per unit:

Outstanding at beginning of year

$

41.74

$

29.37

$

22.40

Granted

$

57.10

$

58.90

$

34.98

Vested

$

37.34

$

28.08

$

21.75

Forfeited

$

51.97

$

39.48

$

28.14

Outstanding at end of year

$

53.71

$

41.74

$

29.37

Following is a summary of RSUs as of December 31, 2022:

Unamortized compensation cost (in thousands)

$

7,214

Number of units expected to vest (in thousands)

460

Weighted average remaining vesting period (in months)

10

Stock Options

The stock option award agreements provide for the award of stock options to purchase the optioned common stock. In general, and except as otherwise provided by the agreement, one-third of the stock option awards vests on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each anniversary.

During the year ended December 31, 2020, the Company awarded approximately 604,000 shares of stock options that vested on the grant date with a term of ten years from the date of grant, subject to certain transfer restrictions.

Each stock option has a term of ten years from the date of grant but expires (1) immediately upon termination of the holder’s employment or other association with the Company for cause, (2) one year after the holder’s employment or other association is terminated due to death or disability and (3) three months after the holder’s employment or other association is terminated for any other reason.

The fair value of each stock option award is estimated on the date of grant using a variant of the Black Scholes model based on the following inputs:

Year ended December 31,

    

2022

    

2021

    

2020

 

Expected volatility (1)

37%

38%

34%

Expected dividends

1.4%

1.4%

1.4%

Risk-free interest rate

1.1% - 2.1%

0.1% - 1.7%

0.1% - 1.5%

Expected grantee forfeiture rate

0% - 5.1%

0% - 6.7%

0% - 6.7%

(1)Based on historical volatilities of the Company’s common stock.

The Company uses its historical employee departure behavior to estimate the grantee forfeiture rates used in its option-pricing model. The expected term of common stock options granted is derived from the Company’s option pricing model and represents the period that common stock options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual term of the common stock option is based on the U.S. Treasury yield curve in effect at the time of grant.

The table below summarizes stock option award activity:

Year ended December 31,

    

2022

2021

2020

(in thousands, except per option amounts)

Number of stock options:

    

Outstanding at beginning of year

3,906

4,040

3,699

Granted

574

249

876

Exercised

(155)

(377)

(530)

Forfeited

(8)

(6)

(5)

Outstanding at end of year

4,317

3,906

4,040

Weighted average exercise price per option:

Outstanding at beginning of year

$

28.43

$

28.01

$

18.40

Granted

$

57.10

$

58.85

$

52.00

Exercised

$

21.09

$

19.96

$

17.72

Forfeited

$

53.10

$

39.52

$

20.61

Outstanding at end of year

$

32.46

$

28.43

$

28.01

Following is a summary of stock options as of December 31, 2022:

Number of options exercisable at end of year (in thousands)

3,488

Weighted average exercise price per exercisable option

$

27.09

Weighted average remaining contractual term (in years):

Outstanding

5.2

Exercisable

4.4

Aggregate intrinsic value:

Outstanding (in thousands)

$

107,080

Exercisable (in thousands)

$

105,114

Expected vesting amounts:

Number of options expected to vest (in thousands)

825

Weighted average vesting period (in months)

11