Stock-Based Compensation

12 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based compensation is recognized in our consolidated statement of operations based on grant date fair values. The Company generally issues stock-based compensation awards in the form of non-performance-based restricted stock units (RSUs) and performance-based RSUs (PRSUs). Some of our performance-based awards have market conditions. The fair value of RSU and PRSU awards is determined based on the Company’s common stock closing price on the date of grant. The fair value of PRSUs that also have market conditions is measured using a binomial lattice model.

Stock-based compensation expense is recognized on a straight-line basis ratably over the requisite service period, which is generally the vesting period, unless otherwise specifically noted. PRSUs are subject to achievement of performance conditions in addition to grantee service. Stock-based compensation expense for PRSUs with market conditions is recognized on an accelerated basis. The Company recognizes the effect of expected forfeitures of equity grants by estimating an expected forfeiture rate for grants of equity instruments. Amounts recognized for expected forfeitures are subsequently adjusted periodically and at major vesting dates to reflect actual forfeitures.

As of June 30, 2023, the Company had stock-based compensation awards outstanding under its 2016 Amended and Restated Incentive Compensation Plan (the 2016 Plan) and its Management Stock Purchase Plan (MSPP). Stock-based compensation expense and related income tax benefits recognized under all plans is as follows (in thousands):


	Year Ended June 30,
	2023		2022		2021
Stock-based compensation expense	$	39,643	$	31,732	$	30,463
Income tax benefits recognized from stock-based compensation	10,110		8,218		8,009

The incremental income tax benefits realized upon the exercise or vesting of equity instruments are reported as operating cash flows. During fiscal 2023, 2022, and 2021, the Company recognized $1.1 million, $5.2 million, and $7.3 million of excess tax benefits, respectively, which have been reported as operating cash inflows in the accompanying consolidated statements of cash flows.

Stock Incentive Plan

Under the terms of the 2016 Plan, the Company may issue, among others, non-qualified stock options, restricted stock, RSUs, SARs, and performance awards, collectively referred to herein as equity awards. During the periods presented, all equity awards issued were in the form of RSUs, including performance-based and non-performance-based RSUs.

The Company fulfills its obligations under the equity awards by either issuing new shares of authorized common stock or by issuing shares from treasury. The total number of shares authorized by shareholders for grants under the 2016 Plan was 2,400,000. The aggregate number of grants that may be made may exceed this approved amount as forfeited awards become available for future grants. As of June 30, 2023, cumulative grants of 1,487,763 equity awards underlying the shares authorized have been issued, and 277,309 have been forfeited.

Annual grants under the 2016 Plan are generally made to the Company’s key employees and to members of the Company’s Board of Directors during the second quarter of the Company’s fiscal year. Annual grants consist of PRSUs and RSUs. With the approval of its Chief Executive Officer, the Company also issues equity awards to strategic new hires and to employees who have demonstrated superior performance. Performance-based stock awards vest and the stock is issued at the end of the performance period based upon the achievement of specific performance criteria. Non-performance based awards generally vest over a period of 3 years based upon required service.

Fiscal 2023 and Fiscal 2022 PRSUs

For annual performance-based stock awards granted to key employees in fiscal 2023 and 2022, the awards vest at the end of a three-year period subject to continuous service, with the final number of PRSUs earned by participants based on the extent of achievement of a specified cumulative three-year EBITDA objective with minimum required performance.

Fiscal 2021 PRSUs

For annual performance-based stock awards granted to key employees in fiscal 2021, 50% of the award vests three years from the grant date and 50% vests four years from the grant date, with the final number of PRSUs earned by participants based on the achievement of an EPS target in the first year of the grant and on the average share price for the 90-day periods ended for the following three years. Depending on the degree that the 90-day average share price of the Company’s stock in years one, two and three exceeds the 90-day average share price at the grant date, the number of shares ultimately awarded could range up to 200% of the specified target award.

The annual performance-based awards granted for each of the fiscal years presented were as follows:


	Performance-based stock awards granted	Number of additional shares earned under performance-based stock awards
Fiscal 2023	51,600	—
Fiscal 2022	47,749	—
Fiscal 2021	111,729	17,398

Changes in the number of unvested RSUs for each of the periods presented, together with the corresponding weighted-average fair values, are as follows:


	Restricted Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at June 30, 2020	501,923	$	173.18
Granted	198,564	243.87
Vested	(240,950)	99.55
Forfeited	(33,566)	219.94
Unvested at June 30, 2021	425,971	$	209.60
Granted	237,723	249.04
Vested	(200,371)	114.01
Forfeited	(26,704)	249.09
Unvested at June 30, 2022	436,619	$	253.02
Granted	187,046	262.13
Vested	(157,001)	235.73
Forfeited	(29,328)	257.58
Unvested at June 30, 2023	437,336	$	259.75

The total intrinsic value of RSUs that vested during fiscal 2023, 2022, and 2021 was $41.9 million, $49.6 million and $52.7 million, respectively, and the income tax benefit realized was $10.7 million, $12.9 million and $13.9 million, respectively.

As of June 30, 2023, there was $56.0 million of unrecognized compensation cost related to RSUs, scheduled to be recognized over a weighted-average period of 1.87 years.

Stock Purchase Plans

The Company adopted the 2002 Employee Stock Purchase Plan (ESPP), MSPP and DSPP in November 2002, and implemented these plans beginning July 1, 2003. There are 1,500,000, 500,000, and 75,000 shares authorized for grants under the ESPP, MSPP and DSPP, respectively.

The ESPP allows eligible full-time employees to purchase shares of common stock at 95% of the fair market value of a share of common stock on the last day of the quarter. The maximum number of shares that an eligible employee can purchase during any quarter is equal to two times an amount determined as follows: 20% of such employee’s compensation over the quarter, divided by 95% of the fair market value of a share of common stock on the last day of the quarter. The ESPP is a qualified plan under Section 423 of the Internal Revenue Code and, for financial reporting purposes, was amended effective July 1, 2005 so as to be considered non-compensatory. Accordingly, there is no stock-based compensation expense associated with shares acquired under the ESPP. As of June 30, 2023, participants have purchased 1,330,161 shares under the ESPP, at a weighted-average price per share of $77.17. Of these shares, 36,695 were purchased by employees at a weighted-average price per share of $263.40 during fiscal 2023. During the year ended June 30, 2013, the Company established a 10b5-1 plan to facilitate the open market purchase of shares of Company stock to satisfy its obligations under the ESPP.

The MSPP provides those senior executives with stock holding requirements a mechanism to receive RSUs in lieu of up to 100% of their annual bonus. For the fiscal 2023, 2022, and 2021, RSUs awarded in lieu of bonuses earned were granted at 100% of the closing price of a share of the Company’s common stock on the date of the award, as reported by the New York Stock Exchange. RSUs granted under the MSPP vest at the earlier of 1) three-years from the grant date, 2) upon a change of control of the Company, 3) upon a participant’s retirement at or after age 65, or 4) upon a participant’s death or permanent disability. Vested RSUs are settled in shares of common stock. The Company recognizes the value of the discount applied to RSUs granted under the MSPP as stock compensation expense ratably over the three-year vesting period.

Activity related to the MSPP during the year ended June 30, 2023 is as follows:


	MSPP
RSUs outstanding, June 30, 2022	4,709
Granted	1,362
Issued	(617)
Forfeited	(314)
RSUs outstanding, June 30, 2023	5,140
Weighted average grant date fair value as adjusted for the applicable discount	$	217.54

The DSPP allows members of the Company’s Board of Directors to elect to receive RSUs at the market price of the Company’s common stock on the date of the award in lieu of up to 100% of their annual retainer fees. Vested RSUs are settled in shares of common stock. There were no DSPP awards outstanding during fiscal 2023.