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Employee Stock Plans
3 Months Ended
Jul. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Employee Stock Plans

4. Employee Stock Plans

Stock-Based Compensation

The following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of operations for the periods indicated:

 

 

 

Three Months Ended

July 31,

 

 

 

2019

 

 

2018

 

 

 

(in thousands)

 

Restricted stock

 

$

5,091

 

 

$

5,369

 

ESPP

 

 

371

 

 

 

345

 

Total stock-based compensation expense

 

$

5,462

 

 

$

5,714

 

 

Stock Incentive Plan

At the Company’s 2016 Annual Meeting of Stockholders, held on October 6, 2016, the Company’s stockholders approved an amendment and restatement to the Korn Ferry Amended and Restated 2008 Stock Incentive Plan (the 2016 amendment and restatement being “The Third A&R 2008 Plan”), which among other things, increased the number of shares under the plan by 5,500,000, increasing the current maximum number of shares that may be issued under the plan to 11,200,000 shares, subject to certain changes in the Company’s capital structure and other extraordinary events. The Third A&R 2008 Plan provides for the grant of awards to eligible participants, designated as either nonqualified or incentive stock options, restricted stock and restricted stock units, any of which are market-based, and incentive bonuses, which may be paid in cash or stock or a combination thereof. Under the Third A&R 2008 Plan, the ability to issue full-value awards is limited by requiring full-value stock awards to count 2.3 times as much as stock options.

Restricted Stock

The Company grants time-based restricted stock awards to executive officers and other senior employees generally vesting over a four-year period. In addition, certain key management members typically receive time-based restricted stock awards upon commencement of employment and may receive them annually in conjunction with the Company’s performance review. Time-based restricted stock awards are granted at a price equal to fair value, which is determined based on the closing price of the Company’s common stock on the grant date. The Company recognizes compensation expense for time-based restricted stock awards on a straight-line basis over the vesting period.

The Company also grants market-based restricted stock units to executive officers and other senior employees. The market-based units vest after three years depending upon the Company’s total stockholder return over the three-year performance period relative to other companies in its selected peer group. The fair value of these market-based restricted stock units are determined by using extensive market data that is based on historical Company and peer group information. The Company recognizes compensation expense for market-based restricted stock units on a straight-line basis over the vesting period.

Restricted stock activity during the three months ended July 31, 2019 is summarized below:

 

 

Shares

 

 

Weighted-

Average Grant

Date Fair Value

 

 

 

(in thousands, except per share data)

 

Non-vested, April 30, 2019

 

 

1,460

 

 

$

38.42

 

Granted

 

 

551

 

 

$

38.86

 

Vested

 

 

(584

)

 

$

24.15

 

Forfeited/expired

 

 

(18

)

 

$

17.95

 

Non-vested, July 31, 2019

 

 

1,409

 

 

$

44.78

 

 

As of July 31, 2019, there were 0.5 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling $17.9 million.

As of July 31, 2019, there was $51.2 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.8 years. During the three months ended July 31, 2019 and 2018, 221,654 shares and 199,795 shares of restricted stock totaling $8.6 million and $13.1 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to vesting of restricted stock.

Employee Stock Purchase Plan

The Company has an ESPP that, in accordance with Section 423 of the Internal Revenue Code, allows eligible employees to authorize payroll deductions of up to 15% of their salary to purchase shares of the Company’s common stock at 85% of the fair market price of the common stock on the last day of the enrollment period. Employees may not purchase more than $25,000 in stock during any calendar year. The maximum number of shares that may be issued under the ESPP is 3.0 million shares. During the three months ended July 31, 2019 and 2018, employees purchased 126,604 shares at $34.06 per share and 75,106 shares at $52.64 per share, respectively. As of July 31, 2019, the ESPP had approximately 0.8 million shares remaining available for future issuance.

Common Stock

During the three months ended July 31, 2019, the Company repurchased (on the open market or through privately negotiated transactions) 324,100 shares of the Company’s common stock for $12.7 million. During the three months ended July 31, 2018, no shares were repurchased by the Company (on the open market or through privately negotiated transactions).