Stock Plans

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

The 2023 Management Equity Incentive Plan and its predecessor, the 2016 Management Equity Incentive Plan, provide for various forms of stock-based compensation for eligible employees through May 2033 including stock options, restricted stock awards, restricted stock units and performance stock units. The 2024 Non-Employee Directors' Equity Incentive Plan and its predecessor, the 2017 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2034. Stock options are granted at market prices and expire after ten years. The 2014 MSA Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company's shares of common stock at a 15% discount from fair market value, semi-annually, from the stock market. The ESPP plan is considered a compensatory plan. The discount is recorded as a component of selling, general and administrative expense in the Company's Consolidated Statements of Operations. As of December 31, 2024, there were 1,772,153; 87,209; and 68,404 shares, respectively, reserved for future grants under the management and non-employee directors’ equity incentive and employee stock purchase plans.

Stock options are exercisable beginning three years after the grant date. Restricted stock and restricted stock units are granted without payment to the Company and generally vest three years after the grant date. Restricted stock and restricted stock units are valued at the market value of the stock on the grant date. Performance stock units with a market condition are valued at an estimated fair value using a Monte Carlo simulation model. The final number of shares to be issued for performance stock units may range from zero to 240% of the target award based on achieving the specified performance targets over the performance period and further range based upon the achieved market metric over the performance period. In general, unvested stock options, restricted stock and performance stock units are forfeited if the participant’s employment with the Company terminates for any reason other than retirement, death or disability. We issue Treasury shares for stock option exercises and grants of restricted stock and performance stock. Please refer to Note 8—Capital Stock for further information regarding stock compensation share issuance.

Stock-based compensation expense was as follows:


(In thousands)	2024		2023		2022
Restricted stock units	$	11,239	$	8,062	$	6,488
Stock options	—		—		49
Performance stock units	6,760		21,961		13,113
Employee stock purchase program	186		—		—
Total stock-compensation expense before income taxes	18,185		30,023		19,650
Income tax benefit	4,492		7,356		4,814
Total stock-compensation expense, net of income tax benefit	$	13,693	$	22,667	$	14,836

We did not capitalize any stock-based compensation expense, and all expense is included in Selling, general and administrative expense in the Consolidated Statements of Income.

A summary of option activity follows:


	Shares	Weighted Average Exercise Price		Exercisable at Year-end
Outstanding January 1, 2022	161,701	$	45.47

Exercised	(103,545)	44.91


Outstanding December 31, 2022	58,156	46.48		58,156

Exercised	(31,394)	46.90

Forfeited	(226)	49.44
Outstanding December 31, 2023	26,536	45.95		26,536

Exercised	(10,666)	46.93
Forfeited	(852)	48.65
Outstanding December 31, 2024	15,018	$	45.10	15,018

For various exercise price ranges, characteristics of outstanding and exercisable stock options at December 31, 2024 were as follows:


	Stock Options Outstanding and Exercisable
Range of Exercise Prices	Shares	Weighted-Average
		Exercise Price		Remaining Life

$33.01 – $45.00	13,212	$	44.50	0.48
$45.01 – $57.93	1,806	49.48		3.07
$33.01 – $57.93	15,018	$	45.10	0.79

Cash received from the exercise of stock options was $0.5 million, $1.5 million and $4.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. The tax benefit we realized from these exercises was $0.6 million, $0.9 million and $1.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Stock options become exercisable when they are vested. The aggregate intrinsic value of stock options exercisable and outstanding at December 31, 2024 was $1.8 million.

Restricted stock awards and restricted stock units are valued at the market value of the stock on the grant date. A summary of restricted stock unit activity follows:


	Shares	Weighted Average Grant Date Fair Value
Unvested January 1, 2022	118,343	$	132.62
Granted	87,697	130.28
Vested	(51,369)	113.96
Forfeited	(8,785)	139.66
Unvested at December 31, 2022	145,886	137.36
Granted	81,150	142.92
Vested	(43,107)	126.27
Forfeited	(10,078)	140.28
Unvested at December 31, 2023	173,851	142.73
Granted	84,282	178.50
Vested	(50,840)	163.66
Forfeited	(27,709)	163.49
Unvested at December 31, 2024	179,584	$	150.39

A summary of performance stock unit activity follows:


	Shares	Weighted Average Grant Date Fair Value
Unvested at January 1, 2022	193,335	$	129.86
Granted	81,504	142.38
Vested	(55,447)	101.38
Performance adjustments	(22,147)	99.84
Forfeited	(18,485)	147.66
Unvested at December 31, 2022	178,760	146.28
Granted	77,654	132.39
Vested	(53,407)	127.36
Performance adjustments	(3,009)	127.40
Forfeited	(10,777)	147.06
Unvested at December 31, 2023	189,221	146.17
Granted	40,787	177.34
Vested	(77,544)	174.13
Performance adjustments	20,488	194.10
Forfeited	(10,956)	149.16
Unvested at December 31, 2024	161,996	$	146.50

The 2024 performance adjustments above relate primarily to 2021 performance unit awards which vested in the first quarter of 2024 at 174% of the target award based on both cumulative performance against EBITDA margin and revenue growth targets and MSA's TSR during the three-year performance period.

During the years ended December 31, 2024, 2023 and 2022, the total intrinsic value of stock options exercised (the difference between the market price on the date of exercise and the option price paid to exercise the option) was $1.5 million, $3.7 million and $8.6 million, respectively. The fair values of restricted stock vested during the years ended December 31, 2024, 2023 and 2022 were $8.3 million, $5.4 million and $5.9 million, respectively. The fair value of performance stock units vested during the years ended December 31, 2024, 2023 and 2022 was $13.5 million, $6.8 million and $5.6 million, respectively.

On December 31, 2024, there was $20.0 million of unrecognized stock-based compensation expense. The weighted average period over which this expense is expected to be recognized was approximately 1.5 years.