Note 8 - Stock-based Compensation

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

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 active stock-based compensation plans include the 2017 Equity and Incentive Compensation Plan (“2017 EICP”). The following table presents our stock-based compensation expense and the related income tax benefits for the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020			2019			2018
Stock-based compensation expense, gross	$	16		$	16		$	7
Income tax benefit at our statutory rate associated with stock-based compensation		(4	)		(4	)		(2	)
Stock-based compensation expense, net	$	12		$	12		$	5

Currently, the 2017 EICP provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, and performance awards to acquire shares of our Class A common stock or common stock, or other awards based on our performance. All shares of common stock and Class A common stock underlying outstanding options, restricted stock units and performance awards are counted as issued under the 2017 EICP for purposes of determining the number of shares available for future issuance.

During 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 vested on January 31, 2021 and 27,802 shares will vest on January 31, 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 vested on January 31, 2021, 69,262 shares will vest on January 31, 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 with a grant date fair value per share of $18.92 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;

● Restricted stock units representing 3,000 shares of our common stock with a grant date fair value per share of $14.30 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 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 each of January 31, 2020 and 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 vested 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 and 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;

● 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;

● 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;

● 32,680 shares of restricted common stock with a grant date fair value per share of $15.92 to an employee that vested on September 1, 2020; and

● 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.

During 2018, we granted under the 2017 EICP:

● 110,040 shares of restricted Class A common stock with a grant date fair value per share of $12.65 to an employee, of which 36,680 shares vested on each of February 28, 2019 and February 28, 2020 and 36,680 shares will vest February 28, 2021;

● 110,040 shares of restricted Class A common stock with a grant date fair value per share of $12.65 to an employee, subject to the achievement of certain performance measures, which will vest on February 28, 2021;

● 318,196 shares of restricted common stock with a grant date fair value per share of $15.25 to certain employees; net of forfeitures, 131,106 shares vested on February 28, 2019; 69,651 shares vested on February 28, 2020; and 69,652 shares will vest on February 28, 2021; and

● 73,640 shares of restricted common stock with a grant date fair value per share of $11.95 to our non-employee directors, all of which vested on May 31, 2019.

As of December 31, 2020, we had 3.0 million shares of common stock and 1.3 million shares of Class A common stock available for issuance under the 2017 EICP. As of December 31, 2020, we had $7 million of total unrecognized compensation expense related to all non-vested stock-based compensation arrangements. This expense is expected to be recognized over a period of 1.5 years.

A summary of activity for the years ended December 31, 2020, 2019 and 2018 under our stock based compensation plans is as follows:

	Year Ended December 31,
	2020					2019					2018
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
	Number			Grant Date		Number			Grant Date		Number			Grant Date
	of			Fair Value		of			Fair Value		of			Fair Value
	Shares			Per Share		Shares			Per Share		Shares			Per Share
Restricted stock - common:
Outstanding - beginning of period		977,547		$	15.45		578,894		$	13.14		503,685		$	11.14
Granted		359,481			18.92		751,463			16.07		391,836			14.63
Vested		(333,865	)		15.35		(352,810	)		12.98		(225,570	)		11.21
Forfeited		(85,630	)		15.53		-			-		(91,057	)		13.27
Outstanding - end of period		917,533		$	16.84		977,547		$	15.45		578,894		$	13.14
Restricted stock - Class A common:
Outstanding - beginning of period		449,284		$	13.55		407,786		$	11.82		462,632		$	10.63
Granted		166,814			19.87		199,810			15.36		220,080			12.65
Vested		(136,056	)		12.32		(158,312	)		11.38		(274,926	)		10.48
Outstanding - end of period		480,042		$	16.10		449,284		$	13.55		407,786		$	11.82
Restricted stock units - common:
Outstanding - beginning of period		398,000		$	18.21		-		$	-		209,500		$	15.70
Granted		93,184			18.77		398,000			18.21		-			-
Vested		(374,500	)		18.18		-			-		(209,500	)		15.70
Forfeited		(26,500	)		18.21		-			-		-			-
Outstanding - end of period		90,184		$	18.92		398,000		$	18.21		-		$	-