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Stock-Based Compensation
12 Months Ended
May 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

Note L – Stock-Based Compensation

Under our employee and non-employee director stock-based compensation plans (the “Plans”), we may grant incentive or non-qualified stock options, restricted common shares and performance shares to employees and non-qualified stock options and restricted common shares to non-employee directors.  We classify share-based compensation expense within SG&A expense to correspond with the same financial statement caption as the majority of the cash compensation paid to employees.  A total of 2,109,134 of Worthington Industries, Inc. common shares were authorized and available for issuance in connection with the Plans in place at May 31, 2021.

We recognized pre-tax stock-based compensation expense of $19,129,000 ($14,729,000 after-tax), $11,883,000 ($9,150,000 after-tax), and $11,733,000 ($9,034,000 after-tax) under the Plans during fiscal 2021, fiscal 2020 and fiscal 2019, respectively.  At May 31, 2021, the total unrecognized compensation cost related to non-vested awards was $17,525,000, which will be expensed over the next three fiscal years.

Non-Qualified Stock Options

Stock options may be granted to purchase common shares at not less than 100% of the fair market value of the underlying common shares on the date of the grant.  All outstanding stock options are non-qualified stock options.  The exercise price of all stock options granted has been set at 100% of the fair market value of the underlying common shares on the date of grant.  Generally, stock options granted to employees vest and become exercisable at the rate of (i) 20% per year for options granted before June 30, 2011, and (ii) 33% per year for options granted on or after June 30, 2011, in each case beginning one year from the date of grant, and expire ten years after the date of grant.  Non-qualified stock options granted to non-employee directors vest and become exercisable on the earlier of (a) the first anniversary of the date of grant or (b) the date on which the next annual meeting of shareholders of Worthington Industries, Inc. is held following the date of grant for any stock option granted as of the date of an annual meeting of shareholders of Worthington Industries, Inc.  Stock options can be exercised through net-settlement, at the election of the option holder.

U.S. GAAP requires that all share-based awards be recorded as expense in the statement of earnings based on their grant-date fair value.  We calculate the fair value of our non-qualified stock options using the Black-Scholes option pricing model and certain assumptions.  The computation of fair values for all stock options incorporates the following assumptions: expected volatility (based on the historical volatility of Worthington Industries, Inc. common shares); risk-free interest rate (based on the U.S. Treasury strip rate for the expected term of the stock options); expected term (based on historical exercise experience); and dividend yield (based on annualized current dividends and an average quoted price of Worthington Industries, Inc. common shares over the preceding annual period).

The table below sets forth the non-qualified stock options granted during each of the last three fiscal years.  For each grant, the exercise price was equal to the closing market price of the underlying common shares at the respective grant date.  The fair values of these stock options were based on the Black-Scholes option pricing model, calculated at the respective grant dates.  The calculated pre-tax stock-based compensation expense for these stock options, will be recognized on a straight-line basis over the respective vesting periods of the stock options.

 

(in thousands, except per share amounts)

 

2021

 

 

2020

 

 

2019

 

Granted

 

 

116

 

 

 

101

 

 

 

96

 

Weighted average exercise price, per share

 

$

36.93

 

 

$

38.91

 

 

$

42.86

 

Weighted average grant date fair value, per share

 

$

10.43

 

 

$

10.21

 

 

$

12.54

 

Pre-tax stock-based compensation

 

$

1,213

 

 

$

1,029

 

 

$

1,199

 

 

The weighted average fair value of stock options granted in fiscal 2021, fiscal 2020 and fiscal 2019 was based on the following weighted average assumptions:

 

 

 

2021

 

 

2020

 

 

2019

 

Assumptions used:

 

 

 

 

 

 

 

 

 

 

 

 

Dividend yield

 

 

2.94

%

 

 

2.42

%

 

 

2.02

%

Expected volatility

 

 

40.82

%

 

 

33.10

%

 

 

33.09

%

Risk-free interest rate

 

 

0.43

%

 

 

1.86

%

 

 

2.79

%

Expected life (years)

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

 

The following tables summarize our stock option activity for the years ended May 31:

 

 

 

2021

 

 

2020

 

 

2019

 

(in thousands, except per share amounts)

 

Stock

Options

 

 

Weighted

Average

Exercise

Price

 

 

Stock

Options

 

 

Weighted

Average

Exercise

Price

 

 

Stock

Options

 

 

Weighted

Average

Exercise

Price

 

Outstanding, beginning of year

 

 

1,352

 

 

$

27.34

 

 

 

1,555

 

 

$

24.01

 

 

 

2,019

 

 

$

22.26

 

Granted

 

 

116

 

 

 

36.93

 

 

 

101

 

 

 

38.91

 

 

 

96

 

 

 

42.86

 

Exercised

 

 

(854

)

 

 

22.16

 

 

 

(303

)

 

 

13.99

 

 

 

(506

)

 

 

18.45

 

Forfeited

 

 

(12

)

 

 

31.52

 

 

 

(1

)

 

 

43.04

 

 

 

(54

)

 

 

44.31

 

Outstanding, end of year

 

 

602

 

 

 

36.44

 

 

 

1,352

 

 

 

27.34

 

 

 

1,555

 

 

 

24.01

 

Exercisable at end of year

 

 

389

 

 

 

35.55

 

 

 

1,167

 

 

 

25.34

 

 

 

1,397

 

 

 

21.96

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Number of

 

 

Remaining

 

 

Aggregate

 

 

 

Stock

 

 

Contractual

 

 

Intrinsic

 

 

 

Options

 

 

Life

 

 

Value

 

 

 

(in thousands)

 

 

(in years)

 

 

(in thousands)

 

May 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

602

 

 

 

5.61

 

 

$

18,037

 

Exercisable

 

 

389

 

 

 

4.15

 

 

$

12,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

1,352

 

 

 

3.21

 

 

$

8,846

 

Exercisable

 

 

1,167

 

 

 

2.44

 

 

$

8,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

1,555

 

 

 

3.15

 

 

$

18,728

 

Exercisable

 

 

1,397

 

 

 

2.62

 

 

$

18,728

 

The total intrinsic value of stock options exercised during fiscal 2021 was $14,934,000.  The total amount of cash received from the exercise of stock options during fiscal 2021 was $12,102,000, and the related excess tax benefit realized from share-based payment awards was $4,261,000.

The following table summarizes information about non-vested stock option awards for the year ended May 31, 2021:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

 

Stock Options

 

 

Fair Value

 

 

 

(in thousands)

 

 

Per Share

 

Non-vested, beginning of year

 

 

185

 

 

$

11.06

 

Granted

 

 

116

 

 

 

10.43

 

Vested

 

 

(76

)

 

 

12.50

 

Forfeited

 

 

(12

)

 

 

9.58

 

Non-vested, end of year

 

 

213

 

 

$

10.29

 

 

Service-Based Restricted Common Shares

We have awarded restricted common shares to certain employees and non-employee directors that contain service-based vesting conditions.  Service-based restricted common shares granted to employees cliff vest generally three years from the date of grant.  Service-based restricted common shares granted to non-employee directors vest under the same parameters as discussed above with respect to non-qualified stock option grants.  All service-based restricted common shares are valued at the closing market price of the Worthington Industries, Inc. common shares on the date of the grant.

The table below sets forth the service-based restricted common shares we granted during each of fiscal 2021, fiscal 2020 and fiscal 2019.  The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective service periods.

 

(in thousands, except per share amounts)

 

2021

 

 

2020

 

 

2019

 

Granted

 

 

307

 

 

 

247

 

 

 

339

 

Weighted average grant date fair value, per share

 

$

38.99

 

 

$

37.50

 

 

$

43.35

 

Pre-tax stock-based compensation

 

$

11,985

 

 

$

9,258

 

 

$

14,692

 

 

The following tables summarize the activity for service-based restricted common shares for the years ended May 31:

 

 

 

2021

 

 

2020

 

 

2019

 

(in thousands, except per share amounts)

 

Restricted

Common

Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Restricted

Common

Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Restricted

Common

Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

Outstanding, beginning of year

 

 

643

 

 

$

41.79

 

 

 

811

 

 

$

43.25

 

 

 

796

 

 

$

40.80

 

Granted

 

 

307

 

 

 

38.99

 

 

 

247

 

 

 

37.50

 

 

 

339

 

 

 

43.35

 

Vested

 

 

(146

)

 

43.41

 

 

 

(395

)

 

 

42.00

 

 

 

(229

)

 

 

34.63

 

Forfeited

 

 

(27

)

 

42.15

 

 

 

(20

)

 

 

44.10

 

 

 

(95

)

 

 

43.83

 

Outstanding, end of year

 

 

777

 

 

 

40.36

 

 

 

643

 

 

 

41.79

 

 

 

811

 

 

 

43.25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average remaining contractual life of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   outstanding restricted common shares (in years)

 

 

1.33

 

 

 

 

 

 

 

1.55

 

 

 

 

 

 

 

1.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate intrinsic value of outstanding restricted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   common shares

 

$

51,541

 

 

 

 

 

 

$

19,230

 

 

 

 

 

 

$

27,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate intrinsic value of restricted common

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   shares vested during the year

 

$

5,873

 

 

 

 

 

 

$

15,322

 

 

 

 

 

 

$

10,388

 

 

 

 

 

 

Market-Based Restricted Common Shares

On June 24, 2014, we granted an aggregate of 50,000 market-based restricted common shares to two key employees under one of the Plans.  Vesting of these restricted common share awards was to be contingent upon the price of the Worthington Industries, Inc. common shares reaching $60.00 per share and remaining at or above that price for 30 consecutive days during the five-year period following the date of grant and the completion of a five-year service vesting period.  The grant-date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $32.06 per share.  The following assumptions were used to determine the grant-date fair value and the derived service period for these market-based restricted common shares:

 

Dividend yield

 

 

1.60

%

Expected volatility

 

 

44.00

%

Risk-free interest rate

 

 

1.70

%

 

The calculated pre-tax stock-based compensation expense was determined to be $1,603,000.  In fiscal 2016, 25,000 of these restricted common shares were forfeited.  On September 26, 2018, the remaining market-based restricted common share award was modified to extend the vesting period by one year, to June 24, 2020.  The incremental fair value as of the modification date was $261,000 and was recognized on a straight-line basis over the remaining term.  The conditions required for vesting of these remaining market-based restricted common shares was not met by June 24, 2020 and they were subsequently forfeited.

On September 28, 2018, we granted an aggregate 225,000 market-based restricted common shares to two key employees under one of the Plans.  Vesting of these restricted common share awards is contingent upon the price of our common shares reaching $65.00 per share and remaining at or above that price for 90 consecutive days during the five-year period following the date of grant and the completion of a five-year service vesting period.  The grant-date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $23.38 per share.  The following assumptions were used to determine the grant-date fair value and the derived service period for these restricted common shares:

 

Dividend yield

 

 

2.16

%

Expected volatility

 

 

33.60

%

Risk-free interest rate

 

 

2.96

%

 

The calculated pre-tax stock-based compensation expense for these restricted common shares is $5,261,000 and will be recognized on a straight-line basis over the five-year service vesting period, net of any forfeitures.

 

On September 25, 2019, we granted an aggregate of 50,000 market-based restricted common shares to one key employee under one of the Plans. Vesting of these restricted common share awards is contingent upon the price of our common shares reaching $65.00 per share and remaining at or above that price for 90 consecutive days during the five-year period following the date of grant and the completion of a five-year service vesting period. The grant-date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $14.31 per share. The following assumptions were used to determine the grant-date fair value and the derived service period for these restricted common shares:

 

Dividend yield

 

 

2.69

%

Expected volatility

 

 

34.90

%

Risk-free interest rate

 

 

1.60

%

 

On June 25, 2020, we granted an aggregate of 45,000 restricted common shares to three key employees under one of the Plans. Vesting of these restricted common share awards is contingent upon the price of our common shares reaching $65.00 per share within a five-year period from the grant and remaining at or above that price for 90 consecutive days and the completion of a three-year service vesting period. The grant date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $20.87 per share. The following assumptions were used to determine the grant-date fair value and the derived service period for these restricted common shares:

 

Dividend yield

 

 

2.71

%

Expected volatility

 

 

41.50

%

Risk-free interest rate

 

 

0.32

%

 

Performance Shares

We have awarded performance shares to certain key employees that are contingent (i.e., vest) based upon the level of achievement with respect to corporate targets for cumulative corporate economic value added, earnings per share growth and, in the case of business unit executives, business unit operating income targets for the three-year periods ended or ending May 31, 2021, 2022 and 2023. These performance share awards will be paid, to the extent earned, in common shares of Worthington Industries, Inc. in the fiscal quarter following the end of the applicable three-year performance period.  The fair value of performance shares is determined by the closing market prices of the underlying common shares at their respective grant dates and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued.

The table below sets forth the performance shares we granted (at target levels) during fiscal 2021, fiscal 2020 and fiscal 2019:

 

(in thousands, except per share amounts)

 

2021

 

 

2020

 

 

2019

 

Granted

 

 

64

 

 

 

55

 

 

 

43

 

Weighted average grant date fair value, per share

 

$

36.93

 

 

$

38.91

 

 

$

42.91

 

Pre-tax stock-based compensation

 

$

2,362

 

 

$

2,159

 

 

$

1,854