Equity

12 Months Ended

May 31, 2022

Equity

Equity

5. Equity

Stock-Based Compensation

We grant stock-based awards under the AAR CORP. 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (the “2013 Stock Plan”) which has been approved by our stockholders. Under the 2013 Stock Plan, we are authorized to issue stock options to employees and non-employee directors that allow the grant recipients to purchase shares of common stock at a price not less than the fair market value of the common stock on the date of grant. Generally, stock options awarded expire ten years from the date of grant and are exercisable in three annual increments commencing one year after the date of grant. In addition to stock options, the 2013 Stock Plan also provides for the grant of time-based restricted stock awards and performance-based restricted stock awards. The 2013 Stock Plan also provides for the grant of stock appreciation units and restricted stock units; however, to date, no such awards have been granted.

Restricted stock grants (whether time-based or performance-based) are designed, among other things, to align employee interests with the interests of stockholders and to encourage the recipient to build a career with us. Restricted stock typically vests over periods of one to three years from the date of grant. Restricted stock grants may be performance-based with vesting to generally occur over a period of three years. All restricted stock that has been granted and, if performance-based, earned according to performance criteria carries full dividend and voting rights, regardless of whether it has vested.

Substantially all stock options and restricted stock are subject to forfeiture prior to vesting if the employee’s employment terminates for any reason other than death, disability or retirement.  Under the 2013 Stock Plan, we have granted a total of 5,539,104 shares and there were 1,217,028 shares available for grant as of May 31, 2022.

Stock Options

During fiscal 2022, 2021, and 2020, we granted stock options with respect to 144,815 shares, 936,170 shares and 414,460 shares, respectively. The weighted average fair value per share of stock options granted during fiscal 2022, 2021 and 2020 was $13.42, $5.89 and $10.30, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions:

	Stock Options Granted In Fiscal Year
	2022		2021		2020
Risk-free interest rate	0.8	%	0.4	%	1.9	%
Expected volatility of common stock	41.6	%	40.2	%	32.0	%
Dividend yield	0.8	%	1.6	%	0.8	%
Expected option term in years	5.3		4.8		4.5

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on historical volatility of our common stock, and the expected option term represents the period of time that the stock options granted are expected to be outstanding based on historical exercise trends. The dividend yield represents our anticipated cash dividends at the grant date over the expected option term.

A summary of stock option activity for the three years ended May 31, 2022 consisted of the following (shares in thousands):

	2022			2021			2020
		Weighted			Weighted			Weighted
		Average			Average			Average
	Shares	Exercise Price		Shares	Exercise Price		Shares	Exercise Price
Outstanding at beginning of year	2,612	$	28.34	1,851	$	32.74	1,777	$	30.37
Granted	145		37.84	936		18.94	414		37.66
Exercised	(686)		25.53	(110)		23.93	(300)		24.99
Cancelled	(26)		36.17	(65)		25.59	(40)		36.72
Outstanding at end of year	2,045	$	29.86	2,612	$	28.34	1,851	$	32.74
Options exercisable at end of year	1,189	$	33.57	1,371	$	31.56	1,133	$	28.32

The total fair value of stock options that vested during fiscal 2022, 2021, and 2020 was $4.3 million, $3.9 million, and $3.7 million, respectively. The total intrinsic value of stock options exercised during fiscal 2022, 2021, and 2020 was $14.4 million, $1.5 million, and $6.2 million, respectively. The aggregate intrinsic value of options outstanding was $37.6 million and $36.6 million as of May 31, 2022 and 2021, respectively. Expense recognized in Selling, general and administrative expenses for stock options during fiscal 2022, 2021, and 2020 was $3.8 million, $4.0 million, and $3.9 million, respectively. As of May 31, 2022, we had $3.3 million of unrecognized compensation expense related to stock options that will be expensed over an average period of 1.2 years.

Restricted Stock

We provide executives and other key employees an opportunity to be awarded performance-based and time-based restricted stock. The fair value of restricted shares is the market value of our common stock on the date of grant.  The performance-based awards are contingent upon the achievement of certain objectives, which generally include cumulative income, average return on capital, and relative total shareholder return over a three-year performance period. Performance-based restricted shares of 43,010 and 52,475 were granted to executives and key employees during fiscal 2022 and 2020, respectively. No performance-based restricted shares were granted in fiscal 2021.  Time-based restricted shares of 260,742, 144,255, and 56,535 were granted to executives and key employees during fiscal 2022, 2021, and 2020, respectively.  We also award time-based restricted stock to our non-employee directors as part of their annual compensation.  Time-based restricted shares of 32,307, 72,021, and 44,123 were granted to members of the Board of Directors during fiscal 2022, 2021, and 2020, respectively.

Restricted share activity during fiscal 2022 was as follows (shares in thousands):

		Weighted Average
	Number of	Fair Value
	Shares	on Grant Date
Nonvested at May 31, 2021	369	$	30.12
Granted	336		46.44
Vested	(127)		32.30
Forfeited	(24)		43.30
Nonvested at May 31, 2022	554		38.95

Expense recognized in Selling, general and administrative expenses for all restricted share programs during fiscal 2022, 2021, and 2020 was $4.4 million, $5.2 million, and $3.4 million, respectively.  As of May 31, 2022 we had $13.2 million of unearned compensation related to restricted shares that will be expensed over a weighted average period of 2.4 years.