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Note 8 - Stock-based Compensation

9 Months Ended

Sep. 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 plans include our 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 nine-month periods ended September 30, 2021 and 2020 (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Stock-based compensation expense, gross	$	3		$	5		$	10		$	12
Income tax benefit at our statutory rate associated with share-based compensation		(1	)		(1	)		(3	)		(3	)
Stock-based compensation expense, net	$	2		$	4		$	7		$	9

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

During the nine-months ended September 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 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 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;

●

Restricted stock units representing 3,000 shares of our common stock to an employee, that 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 vested on September 1, 2021.

A summary of restricted class A common stock, common stock and restricted stock units activity for the nine-month periods ended September 30, 2021 and 2020 is as follows:

	Nine Months Ended
	September 30, 2021					September 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 - class A common:
Outstanding - beginning of period		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		464,928		$	17.47		480,042		$	16.10

Restricted stock - common:
Outstanding - beginning of period		917,533		$	16.84		977,547		$	15.45
Granted⁽¹⁾		343,402		$	18.73		359,481		$	18.92
Vested		(613,179	)	$	15.48		(333,865	)	$	15.35
Forfeited		-		$	-		(85,630	)	$	15.53
Outstanding - end of period		647,756		$	19.13		917,533		$	16.84

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.