Common Stock

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Common Stock

Common Stock

We have 500 million authorized shares of common stock, $0.01 par value. At December 31, 2023 and 2022, there were 0.0 million shares of common stock reserved for issuance pursuant to options granted under our stock option plans.

As of December 31, 2023, there were an aggregate of 0.4 million outstanding time and performance-based RSUs and 1.2 million shares available for grants of stock and options under our 2019 Long Term Incentive Plan.

A summary of the transactions within the Company’s stock option plans follows (shares in thousands):  

	Shares	Weighted-Average Exercise Price
Outstanding at December 31, 2022	5	80.45
Granted	—	—
Exercised	(2)	80.94
Canceled	—	—
Outstanding at December 31, 2023	3	80.17
Exercisable at December 31, 2023	3	$	80.17

The following table presents information associated with stock options as of December 31, 2023 and 2022, and for the years ended December 31, 2023, 2022 and 2021. No stock options were granted during any of the years presented below.

	2023		2022		2021
Intrinsic value of options outstanding as of December 31	$	2	$	1
Intrinsic value of options exercisable as of December 31	2		1
Intrinsic value of options exercised	1		—		1

In addition to stock options, the Company issues time-based and performance-based RSUs to certain officers and key executives under various equity incentive plans. The RSUs automatically convert to shares of common stock on a one-for-one basis as the awards vest. The time-based RSUs typically vest over a three year vesting period beginning 12 months from the grant date and thereafter annually on the anniversary of the grant date. The performance-based RSUs vest based on the achievement of the performance conditions during the applicable performance periods (currently the calendar year). There were 251 thousand shares of common stock issued upon vesting of RSUs during 2023, net of 161 thousand shares surrendered to satisfy tax obligations. The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date. The Company amortizes the fair value of outstanding RSUs as stock-based compensation expense over the requisite service period on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances. For performance-based RSUs, compensation expense is recognized to the extent that the satisfaction of the performance condition is considered probable.

A summary of RSUs granted follows (RSUs in thousands):

	Year Ended December 31,
	2023		2022		2021
RSUs granted	179		553		348
Weighted-average grant date price per unit	$	461.37	$	309.39	$	297.02

As of December 31, 2023, the total pretax compensation cost not yet recognized by the Company with regard to unvested RSUs was $55. The weighted-average period over which this compensation cost is expected to be recognized is 1.6 years.

A summary of RSU activity for the year ended December 31, 2023 follows (RSUs in thousands):  

	Stock Units	Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2022	464	$	215.23
Granted	179	461.37
Vested	(319)	297.27
Forfeited	(36)	353.26
Nonvested as of December 31, 2023	288	$	360.41

The total fair value of RSUs vested during the fiscal years ended December 31, 2023, 2022 and 2021 was $95, $120, and $94, respectively.

Dividend Policy. Our Board of Directors approved a quarterly dividend program in January 2023, and the first such dividend under the program was paid in February 2023. The payment of any future dividends or the authorization of stock repurchases or other recapitalizations will be determined by our Board of Directors in light of conditions then existing, including earnings, financial condition and capital requirements, financing agreements, business conditions, stock price and other factors. The terms of certain agreements governing our outstanding indebtedness contain certain limitations on our ability to move operating cash flows to Holdings and/or to pay dividends on, or effect repurchases of, our common stock. In addition, under Delaware law, dividends may only be paid out of surplus or current or prior year’s net profits.

Stockholders’ Rights Plan. Our stockholders' rights plan expired in accordance with its terms in 2011. Our Board of Directors elected not to renew or extend the plan.