Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2024

Share-Based Compensation Plans [Abstract]

Share-based incentive awards are granted to employees under the 2021 Incentive Award Plan, or the 2021 Plan, that was approved by the shareholders. The 2021 Plan is administered by the Compensation Committee of the Board of Directors, or the Compensation Committee. Awards include stock options, restricted stock and other performance-based stock awards. The maximum number of shares of common stock that can be granted under the 2021 Plan is 14.7 million shares plus any shares awarded under the 2021 Plan and any prior plan that have been forfeited or have expired. All awards reduce the number of shares available for grant on a one-for-one basis. The terms of each award and the exercise date are determined by the Compensation Committee. The 2021 Plan does not permit the holder of an award to elect cash settlement under any circumstances. At December 31, 2024, there were 7,781,173 shares available for grant under the 2021 Plan.

Share-based compensation expense in 2024, 2023 and 2022 was $91.4 million, $84.8 million and $81.7 million, respectively. At December 31, 2024, unamortized share-based compensation that will be expensed over the next five years is $222.8 million.

We recognize a tax benefit in income tax expense and record a deferred tax asset for the share-based compensation expense recognized for financial reporting purposes that has not been deducted on our income tax return. Excess tax benefits and deficiencies represent the difference between the actual compensation deduction for tax purposes, which is calculated as the difference between the grant date price of the award, and the price of our common stock on the vesting or exercise date. Upon vesting of restricted stock awards or exercise of stock options, any excess tax benefit or deficiency related to share-based compensation is recorded in results of operations, as a component of income tax expense. In 2024 and 2023, we recognized a tax benefit of $12.3 million and $6.7 million, respectively.

Stock Options

The exercise price of stock option awards cannot be less than 100% of the market price of our common stock on the grant date and have a maximum contractual life of 10 years.

Stock option activity:


	Year Ended December 31,
	2024		2023			2022
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
January 1	4,564,575	$71.81		5,127,625	$72.90		4,689,250	$74.30
Granted	—			—			853,875	68.88
Exercised	(1,297,238)	72.47		(413,750)	84.94		(157,500)	84.94
Forfeited	(182,050)	69.80		(149,300)	72.99		(258,000)	77.69
December 31	3,085,287	$71.65		4,564,575	$71.81		5,127,625	$72.90
Exercisable December 31	2,302,762	$72.47		—			423,750	$84.94

Options outstanding and exercisable:


			December 31, 2024
			Options Outstanding			Options Exercisable
Exercise Price Range			Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price

$69.00	to	$70.00	782,525	7.6 years	$69.23	—
$72.00	to	$73.00	2,302,762	6.9 years	72.47	2,302,762	$72.47
			3,085,287		$71.65	2,302,762	$72.47

The grant date fair value of $12.60 for the 2022 option awards was determined using the Black-Scholes option valuation model. The assumptions, without adjusting for forfeitures and lack of liquidity, were: an expected life ranging from 6.5 years to 7.5 years, risk free interest rate ranging from 3.0% to 3.1%, expected volatility ranging from 24.5% to 24.7%, and dividend yield ranging from 4.2% to 4.5%.

Restricted Stock

Restricted stock activity:


	Year Ended December 31,
	2024	2023	2022
January 1	2,802,297	3,010,343	2,932,836
Granted	1,459,525	1,010,575	1,147,496
Vested	(878,247)	(915,245)	(889,736)
Forfeited	(232,061)	(303,376)	(180,253)
December 31	3,151,514	2,802,297	3,010,343

Weighted average grant date fair value of shares granted in the period	$81.39	$84.33	$59.02
Weighted average grant date fair value at December 31	$71.59	$64.84	$61.11

Generally, restricted shares vest ratably over five years from the grant date provided the employee remains employed by us. Restricted shares do not pay a dividend, and may not be sold, transferred, pledged or otherwise encumbered until the forfeiture restrictions lapse. Under most circumstances, the employee forfeits the shares if employment ceases prior to the end of the restriction period.

Performance Restricted Stock Units

The Compensation Committee grants certain employees performance restricted stock units, or PRSU. Each PRSU represents the right to receive one share of common stock on vesting. The ultimate number of PRSUs received by the employee depends on the Company's average return on equity over a three-year period compared to the average return on equity of a peer group of principal competitors over the same period. The PRSUs vest three years from the grant date. The PRSUs have a service and performance vesting condition and compensation expense is recognized on a graded-vesting basis. Over the performance period, compensation expense is adjusted upward or downward based on our estimate of the probability of achieving the performance target for the portion of the awards subject to the performance vesting condition. We have assumed that all PRSUs will vest.

PRSU activity:


	Year Ended December 31,
	2024		2023			2022
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
January 1	563,036	$81.11		570,235	$71.19		533,890	$70.42
Granted	177,059	93.19		178,998	92.18		218,127	76.79
Distributed	(165,911)	74.89		(186,197)	61.36		(181,782)	75.64

December 31	574,184	$86.63		563,036	$81.11		570,235	$71.19

Employee Stock Purchase Plan

The employee stock purchase plan, or ESPP, enables employees to purchase our common stock through payroll deductions over each plan quarter at 95% of the market price on the last trading day of the plan quarter. Purchases are limited to 10% of eligible compensation as defined by the Employee Retirement Income Security Act of 1974, or ERISA. In 2024, 2023 and 2022, employees purchased 56,473 shares, 65,644 shares and 72,672 shares, respectively. All shares purchased were issued from treasury stock, for which we received $5.1 million, $5.3 million and $5.2 million, respectively. At December 31, 2024, there were 8,174,023 shares available under the ESPP.