On May 2, 2018, the Board of Directors increased the total authorization to repurchase the Company's issued and outstanding stock to $1.0 billion. This current program has no expiration date and replaced all previous authorizations. Share purchases made prior to May 2, 2018 were under previous Board of Directors share repurchase authorizations, specifically the $1.5 billion authorization made in July 2015 plus the increase to that existing share repurchase program by up to an additional $1.5 billion made in March 2017.

During the year ended December 31, 2020, we repurchased 856,437 shares for a total of approximately $34.6 million with an average share price of $40.43. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, or the Exchange Act, as amended, and pursuant to the share repurchase program authorized by our Board of Directors. At December 31, 2020, 74,281 shares repurchased had not yet settled or were not yet reflected by our recordkeeper or in our shares outstanding as of December 31, 2020.

During the year ended December 31, 2019, we repurchased 1,560,633 shares, for approximately $67.2 million with an average share price of $43.09. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the of the Securities Exchange Act of 1934, or the Exchange Act, as amended, and pursuant to the share repurchase program authorized by our Board of Directors.

During the year ended December 31, 2018, we repurchased 14,898,454 shares, for approximately $651.4 million with an average share price of $43.72. These repurchases were made under privately negotiated, accelerated share repurchase programs or open market transactions pursuant to the share repurchase program previously approved by our Board of Directors. During the year ended December 31, 2018, share purchases under open market transactions were 13,678,818 shares, for approximately $571.4 million with an average share price of $41.77.

On February 11, 2021, our Board of Directors declared a quarterly cash dividend of $0.16 per common share payable on March 19, 2021 to stockholders of record at the close of business on March 5, 2021. The estimated amount of this dividend payment is $24.8 million based on 154.9 million shares of our common stock issued and outstanding as of February 16, 2021.

The dividend payments discussed above are recorded as reductions to cash and cash equivalents and retained earnings on our Consolidated Balance Sheets. Our senior secured credit facility and our senior notes contain covenants that restrict our ability to declare or pay dividends and repurchase stock. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our consolidated financial condition and results of operations. There is no guarantee that our Board of Directors will declare any further dividends.


	2020	2019	2018
Changes in common stock:
Number of shares, beginning of year	231,622,535	231,619,037	230,080,944
Restricted stock shares issued for new awards	—	1,478	569,960
Restricted stock shares, forfeited	(15,271)	(110,984)	(86,518)
Shares issued for vested restricted stock units	315,902	164,347	151,280
Shares issued as part of acquisition	—	—	20,000
Shares issued for 2014 Special Performance Stock Units (PSU) Awards	—	—	658,783
Shares issued for 2015 Three-Year PSU Awards	—	—	129,139
Shares issued for 2017 Three-Year PSU Awards	133,752	—	—
Shares issued for Stock Leverage Opportunity Awards (SLO)	8,471	6,321	109,841
Shares granted and issued under the Omnibus Incentive Plan and Directors Stock Plan to Directors	42,911	123,824	10,841
Canceled shares for tax netting(1)	(150,217)	(181,488)	—
Other activity	—	—	(25,233)
Number of shares issued, end of year	231,958,083	231,622,535	231,619,037
Changes in common stock in treasury:
Number of shares held, beginning of year	77,109,722	75,964,667	61,485,423
Repurchase of common stock(2)	782,156	1,632,163	14,826,924
Profit sharing contribution paid in stock	(823,567)	(487,108)	(538,524)


Shares withheld for taxes(1)	—	—	190,844
Number of shares held, end of year(2)	77,068,311	77,109,722	75,964,667
Number of common stock outstanding, end of year(2)	154,889,772	154,512,813	155,654,370

(1)Effective January 1, 2019, new share issuances for vested awards are netted by the number of shares required to cover the recipients' portion of income tax. The portion withheld for taxes are canceled. Prior to January 1, 2019, the shares required to cover the recipients' portion of income tax were issued and recorded to treasury stock. Shares netted for taxes in 2020 and 2019 primarily relates to vesting activity for restricted stock shares issued in prior years.

(2)Repurchase of common stock for the year ended December 31, 2020, as shown above, excludes 74,281 shares of common stock that had been repurchased by the Company but were not yet settled or not yet reflected by the Recordkeeper as of December 31, 2020. The table above and our Consolidated Balance Sheets reflect the number of shares held in treasury per our Recordkeeper.

In 2014, the Board of Directors adopted, and our stockholders approved, the 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”). Under the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan and the 2005 Contingent Stock Plan (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan replaced the Predecessor Plans and no further awards were granted under the Predecessor Plans. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units known as PSU awards, other stock awards and cash awards to officers, non-employee directors, key employees, consultants and advisors.

Prior to the Omnibus Incentive Plan, the 2005 Contingent Stock Plan represented our sole long-term equity compensation program for officers and employees. The 2005 Contingent Stock Plan provided for awards of equity-based compensation, including restricted stock, restricted stock units, PSU awards and cash awards measured by share price, to our executive officers and other key employees, as well as U.S.-based key consultants. Prior to the Omnibus Incentive Plan, the 2002 Directors Stock Plan provided for annual grants of shares to non-employee directors, and interim grants of shares to eligible directors elected at times other than at an annual meeting, as all or part of the annual or interim retainer fees for non-employee directors. During 2002, we adopted a plan that permitted non-employee directors to elect to defer all or part of their annual retainer until the non-employee director retires from the Board of Directors. The non-employee director could elect to defer the portion of the annual retainer payable in shares of stock, as well as the portion, if any, payable in cash. Cash dividends on deferred shares are reinvested into additional deferred units in each non-employee director’s account.

A summary of the changes in common shares available for awards under the Omnibus Incentive Plan and Predecessor Plans follows:


	2020	2019	2018
Number of shares available, beginning of year	4,048,509	4,489,347	3,668,954
Newly approved Shares under Omnibus Incentive Plan	—	—	2,199,114
Restricted stock shares issued for new awards	—	—	(571,438)
Restricted stock shares forfeited	15,271	105,960	91,542
Restricted stock units awarded	(1,014,667)	(819,808)	(219,923)
Restricted stock units forfeited	105,832	96,534	64,122
Shares issued for 2014 Special PSU Awards	—	—	(658,783)
Shares issued for 2015 Three-Year PSU Awards	—	—	(129,139)
Shares issued for 2017 Three-Year PSU Awards	(133,752)	—	—
Restricted stock units awarded for SLO Awards	(73,731)	(46,195)	(23,478)
SLO units forfeited	—	1,580	817
Director shares granted and issued	(20,835)	(22,015)	(10,560)
Director units granted and deferred(1)	(22,826)	(6,262)	(16,505)
Shares withheld for taxes(2)	279,509	249,368	94,624

Number of shares available, end of year(3)	3,183,310	4,048,509	4,489,347

We record share-based incentive compensation expense in selling, general and administrative expenses and cost of sales on our Consolidated Statements of Operations for both equity-classified awards and liability-classified awards. We record a corresponding credit to additional paid-in capital within stockholders’ equity (deficit) for equity-classified awards, and to either a current or non-current liability for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the share-based award. The number of PSUs earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met.


(In millions)	2020		2019		2018
2020 Three-year PSU Awards	$	5.3	$	—	$	—
2019 Three-year PSU Awards	3.5		4.3		—
2018 Three-year PSU Awards	1.9		0.2		2.7
2017 Three-year PSU Awards(1)	—		—		3.7
2017 COO and Chief Executive Officer-Designate New Hire Equity Awards(2)	0.2		0.2		0.2
2016 Three-year PSU Awards(1)	—		—		(3.0)
SLO Awards	2.2		3.2		1.6
Other long-term share-based incentive compensation programs(3)(4)	29.2		26.5		24.7
Total share-based incentive compensation expense(5)	$	42.3	$	34.4	$	29.9
Associated tax benefits recognized	$	7.1	$	5.8	$	4.9

(1) On May 18, 2017, the Organization and Compensation Committee of our Board of Directors (“O&C Committee”) approved a change in the vesting policy regarding the existing 2017 Three-year PSU Awards and 2016 Three-year PSU Awards for Ilham Kadri. The approved change resulted in a pro-rata share of vesting calculated on the close date of the sale of Diversey. Dr. Kadri’s awards were still subject to the performance metrics stipulated in the plan documents and paid out in accordance with the original planned timing.

(4) In December 2018, the Equity Award Committee approved a change in the vesting condition for certain individuals who would be leaving the Company under a restructuring phase of our Reinvent SEE business transformation. For these modifications, we recorded the cumulative expense of the higher fair value of the impacted awards at modification approval.

Restricted stock, restricted stock units and cash-settled restricted stock unit awards (cash payment in an amount equal to the value of the shares on the vesting date) provide for a vesting period. Awards vest earlier in the event of the participant’s death or disability. If a participant terminates employment prior to vesting, then the award of restricted stock, restricted stock units or cash-settled restricted stock unit awards is forfeited, except for certain circumstances following a change in control. The O&C Committee may waive the forfeiture of all or a portion of an award. Generally, restricted stock (but not restricted stock units or cash-settled restricted stock unit awards) granted before January 1, 2018 pay dividends on the same basis as other stockholders entitled to receive dividends. Generally, restricted stock, restricted stock units, and cash-settled stock unit awards granted after January 1, 2018 pay dividend equivalents upon vesting.


	Restricted stock shares					Restricted stock units
	Shares	Weighted-Average per Share Fair Value on Grant Date		Aggregate Intrinsic Value (in millions)		Shares	Weighted-Average per Share Fair Value on Grant Date		Aggregate Intrinsic Value (in millions)
Non-vested at December 31, 2019	583,955	$	45.51			1,055,659	$	44.11
Granted	—	—				1,014,667	31.01
Vested	(434,636)	45.99		$	20.0	(486,059)	44.59		$	21.7
Forfeited or expired	(15,271)	44.24				(105,832)	38.16

Non-vested at December 31, 2020	134,048	$	44.11			1,478,435	$	35.39

The non-vested cash awards excluded from table above had $2.0 million unrecognized compensation costs and weighted-average remaining contractual life of approximately 1.0 years. We have recognized liabilities of $1.2 million in other current liabilities on our Consolidated Balance Sheets. Cash paid for vested cash-settled restricted stock unit awards was $0.9 million and $1.3 million in 2020 and 2019, respectively.

During the first 90 days of each year, the O&C Committee of our Board of Directors approves PSU awards for our executive officers and other selected employees, which include for each participant a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the three-year performance period. Following the end of the performance period, in addition to shares, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of full months of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. All PSUs are classified as equity in the Consolidated Balance Sheets, with the exception of awards that are required by local laws or regulations to be settled in cash. This subset of PSU awards are classified as either current or non-current liabilities in the Consolidated Balance Sheets.

margin measured in the final year of the award weighted at 33% for the 2018 and 2019 awards; or Adjusted EBITDA compound annual growth rate (“CAGR”) in the case of the 2020 awards; and (iii) return on invested capital for the 2019 and 2020 awards weighted at 33%; or three-year net trade sales CAGR in the case of the 2018 awards. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares.

In the third quarter of 2019, the O&C Committee approved PSU awards for an additional pool of individuals in connection with our Reinvent SEE business transformation. The established performance goals are identical to those approved for awards granted to our executive officers and other selected key executives in the first quarter of 2019.

The PSUs granted based on Relative TSR are contingently awarded and will be payable in shares of the Company’s common stock upon the expiration of a three-year award performance period based on the Company’s TSR ranking relative to a peer group of companies. The fair value of the PSUs was estimated on the grant date using a Monte Carlo Simulation. Other assumptions include the expected volatility of all companies included in the Relative TSR, the historical share price returns analysis of all companies included in the Relative TSR and assumes dividends are reinvested. The expected volatility was based on the historical volatility for a period of time that approximates the duration between the valuation date and the end of the performance period. The risk-free interest rate is based on the Zero-Coupon Treasury STRIP yield curve matching the term from the valuation date to the end of the performance period. Compensation expense for the PSUs based on Relative TSR (which is considered a market condition) is a fixed amount determined at the grant date fair value and is recognized 100% over the three-year award performance period regardless of whether the performance condition is satisfied.


	Number of units granted	Fair value on grant date		Expected price volatility		Risk-free interest rate
2020:
March 1, 2020 grant date	31,064	$	29.85	23.70	%	0.90	%
February 13, 2020 grant date	44,206	$	34.08	23.70	%	1.40	%
February 12, 2020 grant date	33,335	$	38.87	23.70	%	1.40	%
2019:
July 11, 2019 grant date	20,724	$	55.82	23.00	%	1.86	%
February 14, 2019 grant date	24,905	$	57.34	22.80	%	2.51	%
February 13, 2019 grant date	24,914	$	59.15	22.80	%	2.55	%
2018:
February 13, 2018 grant date	56,829	$	43.40	22.00	%	2.00	%

The PSUs granted based on Adjusted EBITDA margin are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s Adjusted EBITDA margin at the end of the performance period compared to a target set at the time of the grant by the O&C Committee. The fair value of the PSUs is based on grant date fair value which is equivalent to the closing price of one share of the Company’s common stock on the date of grant. The number of PSUs earned based on Adjusted EBITDA margin varies according to the outcome of the performance condition. The Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.

The PSUs granted based on Net Trade Sales CAGR are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s Net Trade Sales CAGR over a three-year award performance period compared to a target set at the time of the grant by the O&C Committee. The fair value of the PSUs is based on grant date fair value which is equivalent to the closing price of one share of the Company’s common stock on the date of grant. The number of PSUs earned based on Net Trade Sales CAGR varies based on the probable outcome of the performance condition. The Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.

The PSUs granted based on Return on Invested Capital (ROIC) are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s ROIC over a three-year award performance period compared to a target set at the time of the grant by the O&C Committee. The fair value of the PSUs is based on grant date fair value which is equivalent to the closing price of one share of the Company’s common stock on the date of grant. The number of PSUs earned based on ROIC varies based on the probable outcome of the performance condition. The Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.


	Number of units granted	Fair value on grant date
2020:
March 1, 2020 grant date	29,690	$	30.31
February 13, 2020 grant date	42,507	$	34.40
February 12, 2020 grant date	35,068	$	35.86
2019:
July 11, 2019 grant date	25,997	$	43.22
February 14, 2019 grant date	32,922	$	42.10
February 13, 2019 grant date	33,885	$	42.21

The PSUs granted based on Adjusted EBITDA CAGR are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s Adjusted EBITDA CAGR over a three-year performance period compared to a target set at the time of the grant by the O&C Committee. The fair value of the PSUs is based on grant date fair value which is equivalent to the closing price of one share of the Company’s common stock on the date of grant. The number of PSUs earned based on Adjusted EBITDA CAGR varies based on the probable outcome of the performance condition. The Company


	Estimated Payout %
	Return on Invested Capital		Net Trade Sales CAGR		Adjusted EBITDA Margin		Adjusted EBITDA CAGR		Relative TSR(1)		Combined
2020 Three-year PSU Awards	100	%	N/A		N/A		100	%	63	%	87	%
2019 Three-year PSU Awards	150	%	N/A		60	%	N/A		63	%	91	%
2018 Three-year PSU Awards	N/A		—	%	121	%	N/A		44	%	55	%

(1) Relative Total Shareholder Return is a market-based condition. Accordingly, we make no assumptions related to future performance. The percentages above represent actual rankings as of December 31, 2020. Any portion of outstanding awards based on the achievement of market-based conditions are accrued at 100% of fair value over the performance period in accordance with ASC 718.

A summary of the Company’s unrecognized compensation cost for three-year PSU awards at the current estimated earned payout based on the probable outcome of the performance condition and weighted average periods over which the compensation cost is expected to be recognized as shown in the following table:

On September 5, 2017, the Board elected Edward L. Doheny II, Chief Operating Officer and CEO-Designate and elected him as a Director of the Company effective September 18, 2017. Mr. Doheny worked on transitioning with Jerome Peribere until December 31, 2017 and then assumed the role and title of President and Chief Executive Officer effective as of January 1, 2018. Additionally, on September 5, 2017, the Company entered into an offer letter agreement, effective September 18, 2017, with Mr. Doheny. The Letter Agreement provided that Mr. Doheny would be granted on his start date two new-hire equity awards, one that was time-vesting and the other that was performance-vesting (the “New Hire Awards”).

The performance-vesting New Hire Award, for 70,000 shares, in addition to the time-vesting requirement noted above, required that either (i) the Company’s cumulative total stockholder return for 2018-2020 be in the top 33% of its peers (using the same peers and methodology under the Company’s performance stock unit (PSU) awards) and the Company’s stock price as of December 31, 2020 equaled at least $60.00 per share, or (ii) the Company’s stock price as of December 31, 2020 equaled at least $75.00 per share. The Letter Agreement provided that the stock price as of December 31, 2020 for this purpose would be determined using a 30-day arithmetic mean of closing prices.

On December 10, 2020, Mr. Doheny entered into a subsequent Letter Agreement with the Company, which modifies the terms of the performance-vesting New Hire Award. This Letter Agreement converts one half of the award, or 35,000 shares, to an award of time-vesting restricted stock units, which requires Mr. Doheny to remain in service with the Company through September 18, 2022. The grant date fair value of this award was $45.40 per share.

The remaining half of the award, or 35,000 shares, remains performance-vesting, subject to the original performance conditions, but measured as of September 18, 2022. The grant date fair value for this award was determined using a Monte Carlo Simulation model that incorporates predictive modeling techniques using Geometric Brownian Motion and Crystal Ball’s random number generation. Other assumptions include the expected volatility of all companies included in the relative total shareholder return, valuation modeling of vesting payoff determination featuring both performance goals as noted above, the historical share price returns analysis of all companies included in the relative total shareholder return and assumes dividends are reinvested. The expected volatility was based on the historical volatility of peer companies for a period of time that approximates the duration between the beginning and the end of the performance period. The risk-free interest rate was based on the Zero-Coupon Treasury STRIP yield curve matching the term from the valuation date to the end of the performance period. Compensation expense for the performance-vesting award is a fixed amount determined at the grant date and is recognized 100% from the time of the award to the end of the performance period regardless of whether the performance conditions are satisfied.

The awards are described in further detail in Mr. Doheny’s Offer Letter filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 7, 2017 and in the Letter Agreement filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 14, 2020.

In February 2020, the O&C Committee reviewed the performance results for the 2017-2019 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margin, net trade sales CAGR and Relative TSR. Based on overall performance for 2017-2019 PSUs, these awards paid out at 90.3% of target or 216,581 units. Of this, 82,829 units were withheld for tax, resulting in net share issuances of 133,752.

Before the start of each performance year, certain key executives are eligible to elect to receive all or a portion of their annual cash bonus for that year, in increments of 25% of the annual bonus, as an award of restricted stock units under the Omnibus Incentive Plan in lieu of cash. The portion provided as an equity award may be given a premium to be determined by the O&C Committee each year and will be rounded up to the nearest whole share. The award will be granted following the end of the performance year and after determination by the O&C Committee of the amount of the annual bonus award for each executive officer and other selected key executives who have elected to take all or a portion of his or her annual bonus as an equity award, but no later than the March 15 following the end of the performance year.

The equity award will be made in the form of an award of restricted stock units that will vest on the second anniversary of the grant date or earlier in the event of death, disability or retirement from employment with the Company, and the shares subject to the award will not be transferable by the recipient until the later of vesting or the second anniversary of the grant date. For the “principal portion” of the award that would have otherwise been paid in cash, the award vests upon any termination of employment, other than for cause. For the “premium portion” of the award, the award may early vest only in case of death, disability or retirement from the Company. Except as described above, if the recipient ceases to be employed by the Company prior to vesting, then the award is forfeited, except for certain circumstances following a change in control. SLO awards in the form of restricted stock units have no voting rights until shares are issued to them but do receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following vesting.

The 2020 SLO awards comprise an estimated aggregate of 69,950 restricted stock units as of December 31, 2020. The final number of units issued will be determined based on Annual Incentive Plan payout. During 2020, 73,731 restricted stock units were issued for the 2019 annual incentive plan. We recorded $2.2 million, $3.2 million and $1.6 million in expense related to the SLO program in the years ended December 31, 2020, 2019 and 2018, respectively. We record compensation expense for these awards in selling, general and administrative expenses on the Consolidated Statements of Operations with a corresponding credit to additional paid-in capital within stockholders’ equity (deficit), based on the fair value of the awards at the end of each reporting period, which reflects the effects of stock price changes. The expense is recognized over a fifteen-month period.

In connection with the acquisition of B+ Equipment in the third quarter of 2015, the Company issued 20,000 shares of restricted common stock on September 26, 2018 to certain former equity holders of B+ Equipment. These shares were issued in offshore transactions with no direct selling efforts in the U.S. and without registration under the Securities Act of 1933, as amended, in reliance upon the issuer safe harbor provided by Regulation S.

During 2017, we granted 30,506 performance share unit awards to key executives based on acquisition activity, of which 7,130 and 5,177 were forfeited during 2019 and 2018, respectively. No units were forfeited in 2020. The performance metrics required the acquired business to reach certain performance-based conditions over a set period of time. The associated (income) expense recognized for the years ended December 31, 2019 and 2018 was $(0.4) million and $0.3 million, respectively. No