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Stock-based Compensation
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation

8. Stock-based Compensation

We have outstanding stock-based compensation awards that were granted under the amended and restated 2005 Long-Term Incentive Plan (the 2005 LTIP), the 2018 Long-Term Incentive Plan (the 2018 LTIP) and the 2020 Long-Term Incentive Plan, as amended (the 2020 LTIP). The 2005 LTIP, the 2018 LTIP and the 2020 LTIP are collectively referred to as the LTIP. The LTIP provides for the grant to eligible persons of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance awards, dividend equivalents and other stock-based awards, which are collectively referred to as the awards.

Restricted Stock Units and Performance Stock Units

Under the LTIP, the board of directors grants restricted stock units and performance stock units to certain employee participants (collectively, the stock units). Compensation expense for non-vested stock units is recorded over the vesting period based on the fair value at the date of grant. The fair value of restricted stock units is the market price of the underlying common stock on the date of grant. The fair value of performance stock units is determined using the market price of the underlying common stock on the date of grant for units with a performance condition and a Monte Carlo valuation model for units with a market condition.

For grants to most employees prior to 2023, the restricted stock units vest in four equal annual installments. Starting in 2023, most grants of restricted stock units vest in three years. Restricted stock units that have one-year vesting periods are also issued under the LTIP to members of the board of directors in connection with annual director compensation and, from time to time, are issued to employees with vesting periods of typically two years or less.

Performance stock units have vesting based upon either a performance condition or a market condition. Performance stock units granted with a performance condition have a cumulative three-year performance objective based on adjusted EBITDA (see Note 9 – Segment Information). For performance stock units granted with a market condition, which applies to all performance stock unit grants made prior to 2023, the applicable objective is based on our total shareholder return relative to the Standard & Poor’s SmallCap 600 Materials Index and has multi-year performance objectives.

Both types of performance stock units have a three-year period for vesting. The number of performance stock units granted represents the target award, and participants have the ability to earn between zero and 200 percent of the target award based upon actual performance. If minimum performance criteria are not achieved, no performance stock units will vest. We have the discretion to settle the award in cash rather than shares, although we currently expect that all awards will be settled by the issuance of shares.

 

We calculated the fair value of the performance stock unit awards on the date of the grant using assumptions listed below:

 

 

January 2023
Grant

 

 

January 2022
Grant

 

 

January 2021
Grant

 

Grant date price per share of stock
  performance award

 

$

29.01

 

 

$

32.19

 

 

$

29.84

 

Expected volatility

 

 

66.30

%

 

 

66.90

%

 

 

68.70

%

Risk-free interest rate

 

 

4.11

%

 

 

1.10

%

 

 

0.16

%

Look-back period in years

 

 

3.00

 

 

 

3.00

 

 

 

3.00

 

Grant date fair value per share

 

$

39.51

 

 

$

45.19

 

 

$

41.50

 

Dividends declared, if any, on our common stock during the period prior to vesting of the stock units are credited at equivalent value as additional stock units and become payable as additional common shares upon vesting. In the event of termination of employment, other than retirement, death or disability, any non-vested stock units are forfeited, including additional stock units credited from dividends. In the event of termination of employment due to retirement, death or disability, pro-rata vesting of the stock units over the service period will result. There are special vesting provisions for the stock units related to a change in control.

The following table shows a summary of the performance stock units as of December 31, 2023:

Performance Period

 

Minimum
Shares

 

 

Target
Shares

 

 

Maximum
Shares

 

Market Condition Units

 

 

 

 

 

 

 

 

 

2021 – 2023

 

 

136,560

 

 

 

136,560

 

 

 

136,560

 

2022 – 2024

 

 

97,870

 

 

 

149,246

 

 

 

200,622

 

2023 – 2025

 

 

52,598

 

 

 

105,196

 

 

 

157,794

 

Performance Condition Units

 

 

 

 

 

 

 

 

 

2023 – 2025

 

 

0

 

 

 

189,084

 

 

 

378,168

 

 

The minimum, target and maximum shares above reflect the impact from completed performance periods. Performance stock units granted in January 2021 for the 2021 – 2023 performance period vested in January 2024 at 94.7 percent of the original target share amount plus dividend equivalent units.

The following table shows a summary of the status and activity of non-vested stock awards:

 

 

Restricted
Stock Units

 

 

Performance
Stock Units

 

 

Total
Stock Units

 

 

Weighted Average
Grant Date Fair
Value per Unit

 

Non-vested at January 1, 2023

 

 

524,612

 

 

 

237,032

 

 

 

761,644

 

 

$

32.40

 

Granted

 

 

238,544

 

 

 

267,073

 

 

 

505,617

 

 

$

30.92

 

Credited from dividends

 

 

6,394

 

 

 

4,604

 

 

 

10,998

 

 

$

32.37

 

Performance share adjustment

 

 

0

 

 

 

78,468

 

 

 

78,468

 

 

$

42.18

 

Vested

 

 

(222,250

)

 

 

0

 

 

 

(222,250

)

 

$

26.44

 

Forfeited

 

 

(15,961

)

 

 

(6,414

)

 

 

(22,375

)

 

$

32.00

 

Non-vested at December 31, 2023

 

 

531,339

 

 

 

580,763

 

 

 

1,112,102

 

 

$

33.62

 

 

Stock Options

Stock options to most executive officers vest and become exercisable in four equal annual installments. The stock options have a term of ten years. In the event of termination of employment, other than retirement, death or disability, any non-vested options are forfeited. In the event of termination of employment due to retirement, death or disability, pro-rata vesting of the options over the service period will result. There are special vesting provisions for the stock options related to a change in control. No stock options were granted in 2023.

Compensation expense for non-vested stock options is recorded over the vesting period based on the fair value at the date of grant. We calculated the fair value of stock options on the date of grant using the Black-Scholes-Merton model and the assumptions listed below:

 

 

 

January 2022
Grant

 

 

January 2021
Grant

 

 

March 2020
Grant

 

Grant date price per share of stock
  option award

 

$

32.19

 

 

$

29.84

 

 

$

19.63

 

Expected life in years

 

 

6.76

 

 

 

6.64

 

 

 

6.40

 

Expected volatility

 

 

54.50

%

 

 

54.80

%

 

 

42.85

%

Risk-free interest rate

 

 

1.52

%

 

 

0.59

%

 

 

0.87

%

Grant date fair value per share

 

$

17.58

 

 

$

15.79

 

 

$

8.42

 

 

 

Prior to February 2022, we had not declared a dividend since 2014. The expected life in years is based on our historical exercise data of previously granted options. Expected volatility is based on the historical volatility of our common stock. The risk-free interest rate is based on U.S. Treasury bill rates for the expected life of the option.

The following table shows a summary of the status and activity of stock options:

 

 

Options

 

 

Weighted Average
Exercise Price
per Option

 

 

Weighted Average
Remaining
Contractual Term
(in years)

 

 

Aggregate Intrinsic
Value (in millions)

 

Outstanding at December 31, 2022

 

 

1,122,136

 

 

$

27.05

 

 

 

 

 

 

 

Exercised

 

 

(365,237

)

 

$

24.11

 

 

 

 

 

 

 

Expired

 

 

(50,031

)

 

$

42.16

 

 

 

 

 

 

 

Outstanding at December 31, 2023

 

 

706,868

 

 

$

27.51

 

 

 

5.02

 

 

$

16.8

 

Exercisable at December 31, 2023

 

 

545,392

 

 

$

27.29

 

 

 

4.35

 

 

$

13.0

 

 

Stock Compensation Expense

The following table presents total stock-based compensation expense recognized under our LTIP and employee stock purchase plan:

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

Stock-based compensation expense recognized:

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

$

17.3

 

 

$

13.2

 

 

$

13.0

 

Less related income tax benefit

 

 

4.8

 

 

 

4.4

 

 

 

3.7

 

Decrease in net income attributable to Koppers

 

$

12.5

 

 

$

8.8

 

 

$

9.3

 

Intrinsic value of exercised stock options

 

$

6.4

 

 

$

0.0

 

 

$

2.2

 

Cash received from the exercise of stock options

 

$

8.8

 

 

$

0.0

 

 

$

2.3

 

 

As of December 31, 2023, total future compensation expense related to non-vested stock-based compensation arrangements totaled $21.7 million and the weighted-average period over which this expense is expected to be recognized is approximately 21 months.