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Share-Based Payment Arrangements
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Payment Arrangements

 

Note 18. Share-Based Payment Arrangements

The Company maintains incentive compensation plans that incorporate share-based payment arrangements for associates and directors. The current plan under which share-based awards may be granted, the 2014 Long Term Incentive Plan (the “2014 Plan”), was approved by the Company’s stockholders at the 2014 annual meeting as a successor to the Company’s 2005 Long-Term Incentive Plan (the “2005 Plan”). Certain share-based awards remain outstanding under the 2005 Plan and prior equity incentive compensation plans, but no future awards may be granted thereunder.

The Compensation Committee of the Company’s Board of Directors administers the equity incentive plans, makes determinations with respect to participation by employees or directors and authorizes the share-based awards. Under the 2014 Plan, participants may be awarded stock options (including incentive stock options for associates), restricted shares, performance stock awards and stock appreciation rights, all on a stand-alone, combination or tandem basis. To date, the Committee has awarded stock options, tenure-based restricted shares and performance stock awards under the 2014 Plan and the prior equity incentive plans.

Under the 2014 Plan, future awards may be granted for the issuance of an aggregate of 2,996,357 shares of the Company’s common stock, plus the number of any shares of the Company’s common stock for which awards under the 2005 Plan are cancelled, expired, forfeited or settled in cash. The 2014 Plan limits the number of shares for which awards may be granted to any participant during any calendar year to 100,000 shares. The Company may use authorized unissued shares or shares held in treasury to satisfy awards under the 2014 Plan.

As of December 31, 2019 there were 0.4 million shares available for future issuance under the 2014 equity compensation plan.

For the years ended December 31, 2019, 2018 and 2017, total share-based compensation recognized in income was $20.9 million, $19.8 million and $17.6 million, respectively. The total recognized tax benefit related to the share-based compensation was $5.5 million, $5.8 million and $13.3 million for 2019, 2018 and 2017, respectively.

A summary of stock option activity for 2019 is presented below:

 

Options

 

Number of

Shares

 

 

Weighted-

Average

Exercise

Price ($)

 

 

Weighted-

Average

Remaining

Contractual

Term

(Years)

 

 

Aggregate

Intrinsic

Value ($000)

 

Outstanding at January 1, 2019

 

 

46,685

 

 

$

 

31.88

 

 

 

2.6

 

 

$

 

164

 

Former MidSouth options converted at acquisition

 

 

20,530

 

 

 

 

46.76

 

 

 

 

 

 

 

 

 

Exercised/Released

 

 

(23,365

)

 

 

 

33.06

 

 

 

 

 

 

 

 

180

 

Cancelled/Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(15,305

)

 

 

 

45.85

 

 

 

 

 

 

 

 

6

 

Outstanding at December 31, 2019

 

 

28,545

 

 

$

 

34.11

 

 

 

2.2

 

 

$

 

296

 

Exercisable at December 31, 2019

 

 

28,545

 

 

$

 

34.11

 

 

 

2.2

 

 

$

 

296

 

 

The exercise price for stock options is set at the closing market price of the Company’s stock on the date immediately preceding the date of grant, except for the exercise price of certain options granted to major stockholders which is set at 110% of the market price. Option awards generally vest equally over five years of continuous service and have ten-year contractual terms.

The total intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 was $0.2 million, $0.6 million and $4.3 million, respectively.

A summary of the Company’s nonvested restricted and performance shares for the year ended December 31, 2019 is presented below:

 

 

 

 

 

Number of

Shares

 

 

Weighted-

Average

Grant-Date

Fair Value ($)

 

Nonvested at January 1, 2019

 

 

 

 

1,494,041

 

 

$

 

39.89

 

Granted

 

 

 

 

694,377

 

 

 

 

39.85

 

Vested

 

 

 

 

(525,166

)

 

 

 

38.20

 

Cancelled/Forfeited

 

 

 

 

(66,994

)

 

 

 

39.88

 

Nonvested at December 31, 2019

 

 

 

 

1,596,258

 

 

$

 

40.43

 

 

As of December 31, 2018, there was $58.6 million of total unrecognized compensation expense related to nonvested restricted and performance shares expected to vest in future periods. This compensation is expected to be recognized in expense over a weighted-average period of 3.5 years. The total fair value of shares which vested during 2019 and 2018 was $20.1 million and $26.2 million, respectively.

In 2019, the Company granted 33,691 performance shares subject to a total shareholder return (“TSR”) performance metric with a grant date fair value of $35.27 per share and 33,691 performance shares subject to an operating earnings per share performance metric with a grant date fair value of $32.15 per share to key members of executive management. The number of performance shares subject to TSR that ultimately vest at the end of the three-year performance period, if any, will be based on the relative rank of the Company’s three-year TSR among the TSRs of a peer group of 42 regional banks.  The fair value of the performance shares subject to TSR at the grant date was determined using a Monte Carlo simulation method.  The number of performance shares subject to operating earnings per share that ultimately vest will be based on the Company’s attainment of certain operating earnings per share goals over the two-year performance period. The maximum number of performance shares that could vest is 200% of the target award.  Compensation expense for these performance shares is recognized on a straight-line basis over the three-year service period.