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Stock-based Compensation
12 Months Ended
Dec. 31, 2021
Stock Based Compensation [Abstract]  
Stock-based Compensation

14. STOCK-BASED COMPENSATION

We have granted restricted stock awards under two stock incentive plans: the 2020 Long-Term Incentive Plan and the 2014 Nonemployee Director Stock Incentive Plan. Awards under the following three compensation programs have been granted pursuant to both plans: (1) the Performance Share Award Program ("PSAP"); (2) the Restricted Share Award Program ("RSAP") and (3) the Restricted Share Award Program for Nonemployee Directors (the "Program").

We issue shares from either treasury stock or authorized shares upon the lapsing of vesting restrictions on restricted stock. In 2021, we issued 419,152 shares out of treasury stock relating to the vesting of restricted stock. We do not use cash to settle equity instruments issued under stock-based compensation awards.

2020 Long-Term Incentive Plan

In 2020, the 2014 Long-Term Incentive Plan was amended, restated and renamed as the 2020 Long-Term Incentive Plan (the "Plan"). The primary changes effected by the 2020 amendment and restatement were to (a) extend the period during which awards may be granted under the Plan to May 20, 2025, and (b) increase the number of common shares subject to the Plan by 1,100,000 shares. The Plan, as amended, provides for a maximum of 13,000,000 common shares to be granted to eligible employees. At December 31, 2021, approximately 731,034 shares remained available for the grant of new awards under the Plan. Specifically, we encourage share ownership by awarding various long-term equity incentive awards under the Plan, consisting of the PSAP and RSAP. We believe that widespread common share ownership by key employees is an important means of encouraging superior performance and employee retention. Additionally, our equity-based compensation programs encourage performance and retention by providing additional incentives for executives to further our growth, development and financial success over a longer time horizon by personally benefiting through the ownership of our common shares and/or rights.

Performance Share Award Program

The PSAP allows us to compensate our executive and senior management teams as we meet or exceed our business objectives. The PSAP shares are unvested and may not be sold, assigned, pledged, hedged, margined or otherwise transferred by an award recipient until such time as, and then only to the extent that, the restricted performance shares have vested. In the event of a change in control (as defined in the Plan) prior to the last day of the Performance Period, all of the award recipient's restricted performance shares will vest as of the effective date of such change in control. Subject to continued employment with us, or upon death or disability, PSAP shares vest if we meet or exceed our business objectives.

The Company recorded $7.3 million and $6.8 million of additional non-cash stock compensation expense in the year ended December 31, 2021 and 2020, respectively, associated with the 2021 and 2020 PSAP awards for certain members of our executive management team who became retirement eligible during those years. The additional stock compensation expense has been recorded in accordance with FASB ASC Topic 718, "Compensation - Stock Compensation", which states that the period over which stock compensation expense is recognized should not extend beyond the eligible retirement age as defined in each executive's PSAP award agreement. The PSAP awards continue to remain unvested until the end of the performance period, and it can be determined whether the performance criteria have been achieved. The executive will not forfeit the right to vest in the awarded shares if they voluntarily retire from the Company after attaining the retirement age as defined in each agreement.

On February 12, 2019, certain executives were awarded rights to receive an aggregate of up to 220,065 common shares (the “2019 PSAP awards”) if our calculated ROIC, as defined in the PSAP, achieves certain performance criteria as compared to the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2021, December 31, 2021. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $12.3 million over

the shorter of the 3-year performance period or requisite service period, as determined for each participant individually, of which $1.6 million, $1.9 and $8.8 million has been recognized in 2021, 2020 and 2019, respectively. At December 31, 2021, the Company had the highest ROIC compared to the Bloomberg Comp Group. The Compensation Committee of our Board of Supervisory Directors verified that the performance target criteria had been met at the end of the performance period and 206,865 shares vested (13,200 shares were previously forfeited). We issued these common shares on December 31, 2021 and, simultaneously, the participants surrendered 37,059 common shares to settle any personal tax liabilities which may result from the award, as permitted by the agreement. We recorded these surrendered shares as treasury stock with an aggregate cost of $0.8 million at $22.31 per share.

On February 11, 2020, certain executives were awarded rights to receive an aggregate of up to 267,506 common shares of our calculated ROIC, as defined in the PSAP, on achievement of certain performance criteria as compared to the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2022. The Compensation Committee had added a modifier based upon absolute total shareholder return (“TSR”), measured over the same 3-year performance period. The TSR 3-year measurement period begins on January 1, 2020 and ends on December 31, 2022. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $14.1 million over the shorter of the 3-year performance period or requisite service period, as determined for each participant individually, of which $3.7 million and $9.5 million has been recognized in 2021 and 2020, respectively. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 12 months.

On February 11, 2021, certain executives were awarded rights to receive an aggregate of up to 268,298 common shares of our calculated ROIC, as defined in the PSAP, on achievement of certain performance criteria as compared to the Bloomberg Comp Group at the end of the performance period, which ends on the last trading day of 2023. Similar to PSAP awards issued in 2020, a modifier was added based upon absolute TSR, measured over the same 3-year performance period. The TSR 3-year measurement period begins on January 1, 2021 and ends on December 31, 2023. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $9.4 million over the shorter of the 3-year performance period or requisite service period, as determined for each participant individually, of which $6.6 million has been recognized in 2021. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 24 months.

Restricted Share Award Program

In 2004, the Compensation Committee of our Board of Supervisory Directors approved the RSAP to attract and retain the best employees, and to better align employee interests with those of our shareholders. Under this arrangement we awarded grants totaling 83,866 shares, 321,084 shares, and 182,533 shares in 2021, 2020 and 2019, respectively. Each of these grants has a vesting period of principally either five or six years, and vests ratably on an annual basis. There are no performance accelerators for early vesting for these awards. Awards under the RSAP are classified as equity awards and recorded at the grant-date fair value with the compensation expense recognized over the expected life of the award. As of December 31, 2021, there was $15.3 million of unrecognized total stock-based compensation expense relating to non-vested RSAP awards. The unrecognized compensation expense is expected to be recognized over an estimated weighted-average amortization period of 40 months. The grant-date fair value of shares granted was $2.8 million, $4.8 million and $8.7 million in 2021, 2020 and 2019, respectively. We recognized compensation expense of $6.1 million, $6.4 million and $8.0 million in 2021, 2020 and 2019, respectively. The total grant-date fair value, which is the intrinsic value, of the shares vested was $6.5 million, $7.7 million and $8.7 million in 2021, 2020 and 2019, respectively.

2014 Nonemployee Director Stock Incentive Plan

In 2014, the 2006 Nonemployee Director Stock Option Plan was amended, restated and renamed as the 2014 Nonemployee Director Stock Incentive Plan (the "Director Plan"). The primary change effected by the 2014 amendment was to extend the period during which awards may be granted under the Director Plan to May 12, 2024. The Director Plan provides common shares for grant to our eligible Supervisory Directors. The maximum number of shares available for award under this plan is 1,400,000 common shares. As of December 31, 2021, approximately 556,143 shares remained available for issuance under the Director Plan. Only non-employee Supervisory Directors are eligible for these equity-based awards under the Director Plan.

In 2011, the Compensation Committee of our Supervisory Board of Directors approved the restricted share award program (the "Program") to compensate our non-employee Supervisory Directors. Under this arrangement we awarded grants totaling 25,842 shares, 87,042 shares and 10,885 shares in 2021, 2020 and 2019, respectively. The shares awarded in 2021, 2020 and 2019 have a vesting period of one year for each grant. There are no performance accelerators for early vesting for these awards. Awards under the Program are classified as equity awards and recorded at the grant-date fair value with compensation expense recognized over the expected life of the award. As of December 31, 2021, there was $0.2 million of unrecognized stock-based compensation relating to non-vested Program awards. The unrecognized compensation expense is expected to be recognized

over an estimated weighted-average amortization period of 3 months. The grant-date fair value of shares granted was $0.8 million, $1.1 million and $0.7 million in 2021, 2020 and 2019, respectively, and we have recognized compensation expense of $1.1 million, $0.8 million and $0.8 million in 2021, 2020 and 2019, respectively.

Equity Compensation Plan Information

Information about our equity compensation plans as of December 31, 2021 is as follows:

 

 

Number of Common
Shares to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights

 

 

Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights

 

 

Number of Common
Shares Remaining
Available for Future
Issuance Under Equity
Compensation Plans

 

Equity compensation plans approved by our shareholders

 

 

 

 

 

 

 

 

 

2020 Long-Term Incentive Plan

 

 

1,009,829

 

 

 

 

 

 

731,034

 

2014 Nonemployee Director Stock Incentive Plan

 

 

25,842

 

 

 

 

 

 

556,143

 

Total

 

 

1,035,671

 

 

 

 

 

 

1,287,177

 

 

Stock-based Compensation

Non-vested restricted share awards outstanding as of December 31, 2021 and changes during the year under both the Plan and the Director Plan are as follows:

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value per Share

 

Non-vested at December 31, 2020

 

 

1,144,188

 

 

$

38.19

 

Granted

 

 

307,040

 

 

$

34.04

 

Vested

 

 

(359,367

)

 

$

45.70

 

Forfeited

 

 

(56,190

)

 

$

39.35

 

Non-vested at December 31, 2021

 

 

1,035,671

 

 

$

34.30

 

 

Stock-based compensation expense under both the Plan and the Director Plan recognized in the Consolidated Statement of Operations is as follows (in thousands):

 

 

For the Years Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Cost of product sales and services

 

$

5,704

 

 

$

5,170

 

 

$

7,288

 

General and administrative

 

 

13,389

 

 

 

2,224

 

 

 

13,591

 

Total stock-based compensation expense

 

$

19,093

 

 

$

7,394

 

 

$

20,879