SHARE-BASED COMPENSATION AND BENEFIT PLANS

9 Months Ended

Sep. 30, 2024

Share-Based Compensation and Benefit Plans

Share-based compensation and benefit plans

NOTE 12 – SHARE-BASED COMPENSATION AND BENEFIT PLANS

The Company recognizes share-based compensation expense based on the fair value of the grants, awards, or shares at the time of the grant, award, or issuance.  Share-based compensation includes stock option awards, restricted stock awards, and stock appreciation rights issued under the Company’s incentive plans and stock issued through the Company’s employee stock purchase plan.

Stock options:

The Company’s incentive plans provide for the granting of stock options for the purchase of common stock of the Company to certain key employees of the Company.  Employee stock options are granted at an exercise price that is equal to the closing market price of the Company’s common stock on the date of the grant.  Employee stock options granted under the plans expire after 10 years and typically vest 25% per year, over four years.  The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period.

The table below identifies stock option activity under these plans during the nine months ended September 30, 2024 (in thousands, except per share data):

	Shares	Weighted- Average
	(in thousands)	Exercise Price
Outstanding at December 31, 2023	884	$	428.50
Granted	70		1,061.73
Exercised	(291)		329.59
Forfeited or expired	(9)		676.68
Outstanding at September 30, 2024	654	$	537.18
Exercisable at September 30, 2024	443	$	393.93

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes model requires the use of assumptions, including the risk-free rate, expected life, expected volatility, and expected dividend yield.

● Risk-free interest rate – The United States Treasury rates in effect at the time the options are granted for the options’ expected life.

● Expected life – Represents the period of time that options granted are expected to be outstanding. The Company uses historical experience to estimate the expected life of options granted.

● Expected volatility – Measure of the amount, by which the Company’s stock price is expected to fluctuate, based on a historical trend.

● Expected dividend yield – The Company has not paid, nor does it have plans in the foreseeable future to pay, any dividends.

The table below identifies the weighted-average assumptions used for grants awarded during the nine months ended September 30, 2024 and 2023:

	September 30,
	2024		2023
Risk free interest rate	4.18	%	3.92	%
Expected life	6.4	Years	6.3	Years
Expected volatility	28.2	%	29.0	%
Expected dividend yield	—	%	—	%

The following table summarizes activity related to stock options awarded by the Company for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data):

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Compensation expense for stock options awarded	$	5,838	$	5,977	$	17,175	$	17,892
Income tax benefit from compensation expense related to stock options		1,480		1,476		4,355		4,417

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2024, was $403.77, compared to $321.36 for the nine months ended September 30, 2023.  The remaining unrecognized compensation expense related to unvested stock option awards at September 30, 2024, was $48.7 million, and the weighted-average period of time over which this cost will be recognized is 2.8 years.

Other share-based compensation plans:

The Company sponsors other share-based compensation plans:  an employee stock purchase plan and incentive plans that provide for the awarding of shares of restricted stock to certain key employees and directors.  The Company’s employee stock purchase plan (the “ESPP”) permits eligible employees to purchase shares of the Company’s common stock at 85% of the fair market value.  The fair value of shares issued under the ESPP is based on the average of the high and low market prices of the Company’s common stock during the offering periods, and compensation expense is recognized based on the discount between the fair value and the employee purchase price for the shares sold to employees.  Restricted stock awarded under the incentive plans to certain key employees and directors vests after one-year or evenly over a three-year period and is held in escrow until such vesting has occurred.  The fair value of shares awarded under the incentive plans is based on the closing market price of the Company’s common stock on the date of the award, and compensation expense is recorded evenly over the vesting period or the minimum required service period.

The table below summarizes activity related to the Company’s other share-based compensation plans for the three and nine months ended September 30, 2024 and 2023 (in thousands):

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Compensation expense for shares issued under the ESPP	$	1,027	$	923	$	2,963	$	2,663
Income tax benefit from compensation expense related to shares issued under the ESPP		260		228		751		657
Compensation expense for restricted shares awarded		506		477		1,462		1,393
Income tax benefit from compensation expense related to restricted awards	$	128	$	118	$	371	$	344

Profit sharing and savings plan:

The Company sponsors a contributory profit sharing and savings plan (the “401(k) Plan”) that covers substantially all employees who are at least 21 years of age.  The Company makes matching contributions equal to 100% of the first 2% of each employee’s wages that are contributed and 25% of the next 4% of each employee’s wages that are contributed.  The Company may also make additional discretionary profit sharing contributions to the 401(k) Plan on an annual basis as determined by the Board of Directors.  The Company did not make any discretionary contributions to the 401(k) Plan during the nine months ended September 30, 2024 or 2023.  The Company expensed matching contributions under the 401(k) Plan in the amount of $14.0 million and $13.4 million for the three months ended September 30, 2024 and 2023, respectively, which were primarily included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.  The Company expensed matching contributions under the 401(k) Plan in the amount of $40.6 million and $35.9 million for the nine months ended September 30, 2024 and 2023, respectively, which

were primarily included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.  

Nonqualified deferred compensation plan:

The Company sponsors a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for highly compensated employees whose contributions to the 401(k) Plan are limited due to the application of the annual limitations under the Internal Revenue Code, which could then be matched by the Company using the same formula as the 401(k) plan.  In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors.  The Company has an unsecured obligation to pay, in the future, the value of the deferred compensation and Company match, if applicable, adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period.  See Note 4 for further information concerning the Company’s marketable securities held to fulfill our future unsecured obligations under this plan.

The liability for compensation deferred under the Deferred Compensation Plan was $65.7 million and $59.5 million as of September 30, 2024, and December 31, 2023, respectively, which was included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets.  The Company expensed contributions under the Deferred Compensation Plan in the amount of less than $0.1 million for each of the three months ended September 30, 2024 and 2023, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.  The Company expensed matching contributions under the Deferred Compensation Plan in the amount of $0.1 million and less than $0.1 million for the nine months ended September 30, 2024 and 2023, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.      

Stock appreciation rights:

The Company’s incentive plans provide for the granting of stock appreciation rights, which expire after 10 years and vest 25% per year, over four years, and are settled in cash.  As of September 30, 2024, and December 31, 2023, there were 15,044 and 13,079 stock appreciation rights outstanding, respectively.  During the nine months ended September 30, 2024, there were 2,491 stock appreciation rights granted, 350 stock appreciation rights exercised, and 176 stock appreciation rights forfeited.  The liability for compensation to be paid for redeemed stock appreciation rights was $6.7 million and $4.5 million as of September 30, 2024, and December 31, 2023, respectively, which were included in “Other liabilities” on the Condensed Consolidated Balance Sheets.  The Company recorded compensation expense for stock appreciation rights in the amount of $1.4 million and compensation benefit for stock appreciation rights in the amount of $0.1 million for the three months ended September 30, 2024 and 2023, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.  The Company recorded compensation expense for stock appreciation rights in the amount of $3.1 million and $0.6 million for the nine months ended September 30, 2024 and 2023, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.