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Stockholders' Equity
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders' Equity

14. STOCKHOLDERS’ EQUITY

Equity-Based Compensation Plans

In 2019, the Company’s stockholders approved the 2019 Long-Term Incentive Plan authorizing 8.0 million shares for issuance, plus additional shares underlying awards outstanding under the predecessor plans. The Company’s stockholders approved the Amended and Restated 2019 Long-Term Incentive Plan (the 2019 Plan) and authorized an additional 12.6 million shares for issuance in 2020 and 2021. All future equity awards will be made from the 2019 Plan. Awards under the 2019 Plan may include stock options, stock appreciation rights, restricted stock, stock units (including restricted stock units (RSUs) and deferred stock units), performance awards (represents any of the awards already listed with a performance-vesting component), other stock-based awards and cash-based awards. As of December 31, 2021, there were 8.7 million shares available for future grants under the 2019 Plan.

As of December 31, 2021, $101.1 million of total unrecognized compensation expense related to unvested stock options, restricted stock units and performance share units (PSUs) is expected to be recognized over a remaining weighted average period of 1.9 years. There were no significant capitalized equity-based compensation costs at December 31, 2021.

During the year ended December 31, 2021, the Company’s stockholders approved the termination of certain executive performance stock options, which is reflected as forfeited stock options below, and the grant of selective performance-based retention equity awards, which is reflected in PSUs granted below. The impact under modification accounting was not material to the consolidated financial statements.

The following table shows a summary of the equity-based compensation expense included in the Consolidated Statements of Operations:

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Selling, general and administrative

 

$

40.7

 

 

$

63.0

 

 

$

55.1

 

Research and development

 

 

25.8

 

 

 

33.5

 

 

 

22.2

 

Cost of sales

 

 

13.1

 

 

 

18.5

 

 

 

13.5

 

Total equity-based compensation expense

 

$

79.6

 

 

$

115.0

 

 

$

90.8

 

The Company believes the valuation techniques and the approaches utilized to develop the underlying assumptions are appropriate in estimating the fair values of its equity-based compensation. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards. Subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company.

Stock Options

Stock options are awards that allow the recipient to purchase shares of the Company’s common stock at a fixed price. Stock options are granted at an exercise price equal to the Company’s stock price at the date of grant. These awards generally vest over five years following the grant date and have a contractual term of ten years.

The following table summarizes the stock option activity (in millions, except per share data and years):

 

 

Shares

 

 

Weighted
Average Option
Exercise Price
Per Share

 

 

Weighted
Average Remaining
Contractual Term
in Years

 

 

Aggregate
Intrinsic Value

 

Options outstanding at December 31, 2020

 

 

6.2

 

 

$

19.86

 

 

 

 

 

 

 

Exercised

 

 

(0.8

)

 

$

7.17

 

 

 

 

 

 

 

Forfeited

 

 

(2.6

)

 

$

18.41

 

 

 

 

 

 

 

Expired

 

 

(0.1

)

 

$

25.88

 

 

 

 

 

 

 

Options outstanding at December 31, 2021

 

 

2.7

 

 

$

24.59

 

 

 

4.4

 

 

$

0.2

 

Options vested at December 31, 2021

 

 

2.2

 

 

$

26.06

 

 

 

3.7

 

 

$

0.2

 

Options unvested at December 31, 2021

 

 

0.5

 

 

$

18.01

 

 

 

7.4

 

 

$

 

The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $5.4 million, $7.1 million and $9.8 million, respectively.

The exercise prices of outstanding options at December 31, 2021 were in the following ranges (in millions, except per share data and years):

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Shares

 

 

Weighted Average
Remaining
Contractual Life
in Years

 

 

Weighted
Average
Exercise
Price Per Share

 

 

Shares

 

 

Weighted
Average
Exercise
Price Per Share

 

$5.50 to $18.50

 

 

0.1

 

 

 

4.9

 

 

$

10.55

 

 

 

0.1

 

 

$

9.65

 

$18.51 to $30.00

 

 

1.7

 

 

 

4.7

 

 

$

19.68

 

 

 

1.2

 

 

$

20.06

 

$30.01 to $45.00

 

 

0.9

 

 

 

3.6

 

 

$

36.45

 

 

 

0.9

 

 

$

36.45

 

$5.50 to $45.00

 

 

2.7

 

 

 

4.4

 

 

$

24.59

 

 

 

2.2

 

 

$

26.06

 

The Company uses the Black-Scholes model to estimate the fair value of stock option awards at the date of grant. Key inputs and assumptions used in the model include the exercise price of the award, the expected option term, the risk-free interest rate, stock price volatility and the Company’s projected dividend yield. The expected term represents the period over which the Company’s employees are expected to hold their options. The risk-free interest rate reflects the yield on zero-coupon U.S. treasury securities with a term equal to the option’s expected term. Expected volatility is derived based on the historical volatility of the Company’s stock. The Company’s projected dividend yield is zero.

There were no stock option grants during the years ended December 31, 2021 or 2020. The following table presents the weighted average assumptions used to estimate the fair value of stock option awards granted for the year ended December 31, 2019:

 

 

Year Ended December 31, 2019

 

Expected option term (in years)

 

 

6.5

 

Risk-free interest rate

 

 

2.2

%

Expected volatility

 

 

40.0

%

Weighted average exercise price

 

$

18.47

 

Weighted average fair value at grant date

 

$

8.00

 

Restricted Stock Units

RSUs entitle the holder to shares of common stock after a vesting period that generally ranges from one to three years. The fair value of the awards is determined on the grant date based on the Company’s stock price.

The following table summarizes the RSU activity (in millions, except per share data):

 

 

Restricted
Stock
Units

 

 

Weighted
Average Grant
Date Fair Value
Per Share

 

Non-vested share units at December 31, 2020

 

 

13.2

 

 

$

13.62

 

Granted

 

 

3.9

 

 

$

20.19

 

Vested and shares issued

 

 

(5.3

)

 

$

15.53

 

Forfeited

 

 

(1.4

)

 

$

14.17

 

Non-vested share units at December 31, 2021

 

 

10.4

 

 

$

15.04

 

The weighted average grant date fair value per unit of these awards granted during the years ended December 31, 2021, 2020 and 2019 was $20.19, $10.49 and $20.29, respectively. The total fair value of RSUs that vested during the years ended December 31, 2021, 2020 and 2019 was $82.4 million, $76.0 million and $56.0 million, respectively.

Performance Share Units

PSUs are stock awards in which the number of shares ultimately received by the employee depends on a performance measure and can vary depending on the achievement against the performance measure. Certain of CommScope’s PSUs have an internal performance measure vesting at the end of three years. The number of shares issued under these awards can vary between 0% and 300% of the number of PSUs granted. The fair value of these awards was determined on the date of grant based on the Company's stock price.


Certain of CommScope's PSUs have a market condition performance measure based on stock price milestones as well as a service condition. The number of shares issued under these awards can vary between
0% to 100% of the number of PSUs granted. The Company used a Monte Carlo simulation model to estimate the fair value of these PSUs at the date of grant. Key assumptions used in the model include the risk-free interest rate, which reflects the yield on zero-coupon U.S. treasury securities, and stock price volatility, which is derived based on the historical volatility of the Company’s stock.


The following table presents the weighted average assumptions used to estimate the fair value of PSU awards with a market condition performance measure granted during the years ended December 31, 2021 and 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Risk-free interest rate

 

 

0.4

%

 

 

0.2

%

Expected volatility

 

 

56.0

%

 

 

51.7

%

Weighted average fair value at grant date

 

$

11.21

 

 

$

4.03

 

The following table summarizes the PSU activity (in millions, except per share data):

 

 

Performance
Share Units

 

 

Weighted
Average Grant
Date Fair Value
Per Share

 

Non-vested share units at December 31, 2020

 

 

1.5

 

 

$

4.03

 

Granted

 

 

1.0

 

 

$

14.47

 

Vested and shares issued

 

 

(0.1

)

 

$

6.62

 

Forfeited

 

 

(0.3

)

 

$

17.63

 

Non-vested share units at December 31, 2021

 

 

2.1

 

 

$

7.69

 

The weighted average grant date fair value per unit of these awards granted during the years ended December 31, 2021, 2020 and 2019 was $14.47, $4.63 and $11.19, respectively. The total fair value of PSUs that vested during the years ended December 31, 2021, 2020 and 2019 was $1.0 million, $18.4 million, and $2.7 million, respectively.