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Note 8 - Stock-based Compensation

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Text Block]

8. Stock-based Compensation

We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. Our current stock-based compensation plans include our 2017 Equity and Incentive Compensation Plan (the “2017 EICP”) and our Directors’ Restricted Stock Plan. The following table provides our stock-based compensation expense and related income tax benefit for the three and nine-month periods ended September 30, 2020 and 2019 (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Stock-based compensation expense, gross	$	5		$	5		$	12		$	10
Forfeitures		-			-			-			-
Income tax benefit at our statutory rate associated with share-based compensation		(1	)		(1	)		(3	)		(3	)
Stock-based compensation expense, net	$	4		$	4		$	9		$	7

All shares of class A common stock and common stock underlying outstanding options, restricted stock units and performance awards are counted as issued at target levels under the 2017 EICP and the Directors’ Restricted Stock Plan for purposes of determining the number of shares available for future issuance.

During the nine-months ended September 30, 2020, we granted under the 2017 EICP:

●

78,722 shares of restricted common stock with a grant date fair value of $11.56 to our non-employee directors that will vest on April 30, 2021;

●

83,407 shares of restricted Class A common stock with a grant date fair value per share of $19.87 to an employee, of which 27,802 shares will vest on each of January 31, 2021 and 2022 and 27,803 shares will vest on January 31, 2023;

●

83,407 shares of restricted Class A common stock with a grant date fair value per share of $19.87 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2023;

●

207,787 shares of restricted common stock with a grant date fair value per share of $21.69 to certain employees, of which 69,262 shares will vest on each of January 31, 2021 and 2022 and 69,263 shares will vest on January 31, 2023;

●

40,756 shares of restricted common stock with a grant date fair value per share of $21.69 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2023;

●

Restricted stock units representing 90,184 shares of our common stock, to certain employees, of which 60,052 shares will vest on March 1, 2021; and 15,066 shares will vest on each of March 1, 2022 and 2023;

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Restricted stock units representing 3,000 shares of our common stock to an employee, which vested on June 1, 2020; and

●

32,216 shares of restricted common stock with a grant date fair value per share of $15.52 to an employee that will vest on September 1, 2021.

During the nine-months ended September 30, 2019, we granted under the 2017 EICP:

●

99,905 shares of restricted class A common stock with a grant date fair value per share of $15.36 to an employee, of which 33,302 shares vested on January 31, 2020, 33,302 shares will vest on January 31, 2021 and 33,301 shares will vest on January 31, 2022;

●

99,905 shares of restricted class A common stock with a grant date fair value per share of $15.36 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2022;

●

340,993 shares of restricted common stock with a grant date fair value per share of $14.85 to certain employees that will vest on January 2, 2021;

●

277,048 shares of restricted common stock with a grant date fair value of $16.55 to certain employees, of which 92,349 shares vested on each of January 31, 2020, 92,349 shares will vest on January 31, 2021 and 92,350 shares will vest on January 31, 2022;

●

48,338 shares of restricted common stock with a grant date fair value per share of $16.55 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2022; and

●

11,223 shares of restricted common stock with a grant date fair value per share of $17.83 to an employee that vested on February 15, 2020.

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41,181 shares of restricted common stock with a grant date fair value of $22.10 to our non-employee directors that vested on April 30, 2020.

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Restricted stock units representing 398,000 shares of our common stock with a grant date fair value of $18.21 that vested on June 1, 2020.

A summary of restricted class A common stock, common stock and restricted stock units activity for the nine-month periods ended September 30, 2020 and 2019 is as follows:

	Nine Months Ended
	September 30, 2020					September 30, 2019
				Weighted-					Weighted-
				average					average
				Grant Date					Grant Date
	*Number of*			*Fair Value*		*Number of*			*Fair Value*
	*Shares*			*Per Share*		*Shares*			*Per Share*
Restricted stock - class A common:
Outstanding - beginning of period		449,284		$	13.55		407,786		$	11.82
Granted⁽¹⁾		166,814		$	19.87		199,810		$	15.36
Vested		(136,056	)	$	12.32		(158,312	)	$	11.38
Forfeited		-		$	-		-		$	-
Outstanding - end of period		480,042		$	16.10		449,284		$	13.55

Restricted stock - common:
Outstanding - beginning of period		977,547		$	15.45		578,894		$	13.14
Granted		359,481		$	18.92		718,783		$	16.08
Vested		(333,865	)	$	15.35		-		$	-
Forfeited		(85,630	)	$	15.53		(352,810	)	$	12.98
Outstanding - end of period		917,533		$	16.84		944,867		$	15.44

Restricted stock units - common stock:
Outstanding - beginning of period		398,000		$	18.21		-		$	-
Granted		93,184		$	18.77		398,000		$	18.21
Vested		(374,500	)	$	18.18		-		$	-
Forfeited		(26,500	)	$	18.21		-		$	-
Outstanding - end of period		90,184		$	18.92		398,000		$	18.21

(1) For awards subject to future performance conditions, amounts assume target performance.

At December 31, 2019, we had 274,746 options to acquire our common stock outstanding at an exercise price of $1.99 per share, all of which were vested and exercisable, and no options outstanding to acquire our Class A common stock. During the first quarter of 2020, all of the outstanding options were exercised. The aggregate intrinsic value of the exercised options was approximately $3 million at the date they were exercised. As of September 30, 2020, we did not have any options outstanding for our common stock or Class A common stock.