Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Our Amended and Restated Equity and Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock- or cash-based awards to employees, directors and other individuals who perform services for us and our subsidiaries. The maximum number of shares reserved for grant of awards under the plan is 22.5 million, with approximately 4.3 million shares available as of December 31, 2021. We typically settle stock-based awards with treasury shares.

Time-based awards generally vest ratably over a three-year period following the date of grant, and performance- or market-based awards generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition.

Stock Unit Awards

Stock unit awards entitle the holder to receive shares of common stock upon vesting on a one-to-one basis. Certain performance-based RSUs vest based upon the level of performance attained, but vesting can increase (typically by up to 20%) if certain relative total shareholder return goals are achieved. Market-based RSUs generally vest based on the level of total shareholder return or absolute stock price attainment.

In June 2020, we granted market-based RSUs that vest based on absolute stock price attainment. The grant date fair value of this award is estimated using a Monte Carlo simulation model. The weighted average assumptions used in the model are outlined in the table below. During the years ended December 31, 2021 and 2019, we did not issue any stock unit awards containing a market condition.


Expected volatility of stock price						91%
Risk-free interest rate						0.18%
Valuation period						3 years
Dividend yield						—%

Annual activity related to stock units consisted of (in thousands of shares):


			Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Time-based RSUs
	Outstanding at January 1, 2021		1,070	$	27.47
		Granted (a)	245	65.23
		Vested (b)	(590)	29.16
		Forfeited	(54)	31.82
	Outstanding and expected to vest at December 31, 2021 (c)		671	$	39.39	0.9	$	139
Performance-based and market-based RSUs
	Outstanding at January 1, 2021		988	$	32.41
		Granted (a)	236	62.27
		Vested (b)	—	—
		Forfeited	(338)	45.39
	Outstanding at December 31, 2021		886	$	35.40	1.3	$	184
	Outstanding and expected to vest at December 31, 2021 (c)		886	$	35.40	1.3	$	184

__________

(a)Reflects the maximum number of stock units assuming achievement of all performance-, market- and time-vesting criteria and does not include those for non-employee directors, which are discussed separately below. The weighted-average fair value of time-based RSUs, and performance-based and market-based RSUs granted in 2020 was $23.14 and $21.06, respectively, and the weighted-average fair value of time-based RSUs and performance-based RSUs granted in 2019 was $34.14 and $34.56, respectively.

(b)The total fair value of RSUs vested during 2021, 2020 and 2019 was $17 million, $19 million and $18 million, respectively.

(c)Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to $31 million and will be recognized over a weighted average vesting period of 1.1 years.

Non-employee Directors Deferred Compensation Plan

We grant stock awards on an annual basis to non-employee directors representing between 50% and 100% of a director’s annual compensation and such awards could be deferred under the Non-employee Directors Deferred Compensation Plan. During 2021, 2020 and 2019, we granted 8,800, 34,000 and 40,000 awards, respectively, to non-employee directors.

Stock-Compensation Expense

During 2021, 2020 and 2019, we recorded stock-based compensation expense of $30 million ($21 million, net of tax), $9 million ($7 million, net of tax) and $22 million ($17 million, net of tax), respectively.