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Note 8 - Stock-based Compensation

6 Months Ended

Jun. 30, 2021

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 plan is the 2017 Equity and Incentive Compensation Plan (the “2017 EICP”). The following table provides our stock-based compensation expense and related income tax benefit for the three and six-month periods ended June 30, 2021 and 2020 (in millions):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Stock-based compensation expense, gross	$	4		$	3		$	7		$	7
Income tax benefit at our statutory rate associated with stock-based compensation		(1	)		(1	)		(1	)		(2	)
Stock-based compensation expense, net	$	3		$	2		$	6		$	5

All shares of common stock and Class A common stock underlying outstanding restricted stock units and performance awards are counted as issued at target levels under the 2017 EICP for purposes of determining the number of shares available for future issuance.

During the six-months ended June 30, 2021, we granted under the 2017 EICP:

●

47,360 shares of restricted common stock with a grant date fair value of $21.96 to our non-employee directors that will vest on April 30, 2022;

●

96,355 shares of restricted Class A common stock with a grant date fair value per share of $17.20 to an employee, of which 32,118 shares will vest on each of January 31, 2022 and 2023 and 32,119 shares will vest on January 31, 2024;

●

96,355 shares of restricted Class A common stock with a grant date fair value per share of $17.20 to an employee, subject to the achievement of certain performance measures, which will vest on February 29, 2024;

●

247,497 shares of restricted common stock with a grant date fair value per share of $18.21 to certain employees, of which 82,499 shares will vest on each of January 31, 2022, 2023 and 2024;

●

48,545 shares of restricted common stock with a grant date fair value per share of $18.21 to an employee, subject to the achievement of certain performance measures, which will vest on February 29, 2024;

●

restricted stock units representing 95,115 shares of our common stock, to certain employees, which will vest on March 1, 2022; and

●

40,715 vested shares of our Class A common stock with a grant date fair value per share of $19.87 to an employee, upon the achievement of certain performance measures.

During the six-months ended June 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 vested 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, 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, to certain employees, of which 60,052 shares that vested on March 1, 2021; and 15,066 shares will vest on each of March 1, 2022 and 2023; and

●

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

A summary of restricted common stock and Class A common stock activity for the six-month periods ended June 30, 2021 and 2020, respectively, is as follows:

	Six Months Ended
	June 30, 2021					June 30, 2020
				Weighted-					Weighted-
				average					average
				Grant Date					Grant Date
	*Number of*			*Fair Value*		*Number of*			*Fair Value*
	*Shares*			*Per Share*		*Shares*			*Per Share*
Restricted stock - common:
Outstanding - beginning of period (1)		917,533		$	16.84		977,547		$	15.45
Granted (1)		343,402		$	18.73		327,265		$	19.25
Vested		(580,963	)	$	15.48		(301,185	)	$	15.28
Forfeited		-			-		(85,630	)	$	15.53
Outstanding - end of period (1)		679,972		$	18.96		917,997		$	16.86

Restricted stock - Class A common:
Outstanding - beginning of period (1)		480,042		$	16.10		449,284		$	13.55
Granted (1)		233,425		$	17.67		166,814		$	19.87
Vested		(248,539	)	$	15.00		(136,056	)	$	12.32
Outstanding - end of period (1)		464,928		$	17.47		480,042		$	16.10

Restricted stock units - common stock:
Outstanding - beginning of period		90,184		$	18.92		398,000		$	18.21
Granted		95,115		$	19.05		93,184		$	18.77
Vested		(60,052	)	$	18.92		(374,500	)	$	18.18
Forfeited		-			-		(26,500	)	$	18.21
Outstanding - end of period		125,247		$	19.02		90,184		$	18.92

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