XML 119 R17.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stock-based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-based Compensation STOCK-BASED COMPENSATION
During the years ended December 31, 2019, 2018 and 2017, we recognized $15.7 million, $37.3 million and $38.5 million, respectively, in stock-based compensation expense, which was allocated between costs of goods sold and selling, general and administrative expenses on the consolidated statements of operations. We recognized tax benefits on stock-based compensation of $0.3 million, $6.7 million and $12.1 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Description of Equity Incentive Plan
In 2013, Axalta’s Board of Directors approved the Axalta Coating Systems Ltd. 2013 Incentive Award Plan (the "2013 Plan") which reserved shares of common stock of the Company for issuance to employees, directors and consultants. The 2013 Plan provided for the issuance of stock options, restricted stock or other stock-based awards. No further awards may be granted pursuant to the 2013 Plan.
In 2014, Axalta's Board of Directors approved the Axalta Coating Systems Ltd. 2014 Incentive Award Plan, as amended and restated (the "2014 Plan"), which reserved additional shares of common stock of the Company for issuance to employees, directors and consultants. The 2014 Plan provides for the issuance of stock options, restricted stock or other stock-based awards. All awards granted pursuant to the 2014 Plan must be authorized by the Board of Directors of Axalta or a designated committee thereof. Our Board of Directors has generally delegated responsibility for administering the 2014 Plan to our Compensation Committee.
The terms of the stock options may vary with each grant and are determined by the Compensation Committee within the guidelines of the 2013 and 2014 Plans. Option life cannot exceed ten years and the Company may settle option exercises by issuing new shares, treasury shares or shares purchased on the open market.
During 2019, we granted non-qualified service-based stock options, restricted stock units and performance share units to certain employees and directors. All awards were granted under the 2014 Plan. The performance share units are subject to certain performance and market conditions, in addition to the service-based vesting conditions.
Stock Options
The Black-Scholes option pricing model was used to estimate fair values of the options as of the date of the grant. The weighted average fair values of options granted in 2019, 2018 and 2017 were $6.98, $6.78 and $7.69 per share, respectively. A majority of these awards vest ratably over three years. Principal weighted average assumptions used in applying the Black-Scholes model were as follows:
 
 
2019 Grants
 
2018 Grants
 
2017 Grants
Expected Term
 
6.0 years

 
6.0 years

 
6.0 years

Volatility
 
20.25
%
 
20.27
%
 
21.75
%
Dividend Yield
 

 

 

Discount Rate
 
2.47
%
 
2.66
%
 
2.03
%
The expected term assumptions used for the grants mentioned in the above table were determined using the simplified method. We do not anticipate paying cash dividends in the foreseeable future and, therefore, use an expected dividend yield of zero. Volatility for outstanding grants was based upon our industry peer group since we have a limited history as a public company. The discount rate was derived from the U.S. Treasury yield curve.
A summary of stock option award activity as of and for the year ended December 31, 2019 is presented below:
 
 
Awards
(in millions)
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
 (in millions)
 
Weighted
Average
Remaining
Contractual
Life (years)
Outstanding at December 31, 2018
 
7.2

 
$
19.32

 
 
 
 
Granted
 
0.8

 
$
26.91

 
 
 
 
Exercised
 
(3.9
)
 
$
12.92

 
 
 
 
Forfeited
 
(1.1
)
 
$
29.41

 
 
 
 
Outstanding at December 31, 2019
 
3.0

 
$
25.92

 
 
 
 
Vested and expected to vest at December 31, 2019
 
3.0

 
$
25.92

 
$
15.1

 
5.85
Exercisable at December 31, 2019
 
2.0

 
$
24.86

 
$
12.6

 
4.49

Cash received by the Company upon exercise of options in 2019 was $50.3 million. Tax benefits on these exercises were $11.6 million. For the years ended December 31, 2019, 2018 and 2017, the intrinsic value of options exercised was $56.6 million, $33.6 million and $42.2 million, respectively.
The fair value of shares vested during 2019, 2018 and 2017 was $5.4 million, $6.8 million and $5.2 million, respectively.
At December 31, 2019, there was $2.8 million of unrecognized compensation cost relating to outstanding unvested stock options expected to be recognized over the weighted average period of 1.5 years.
Restricted Stock Awards and Restricted Stock Units
During the year ended December 31, 2019, we issued 0.7 million shares of restricted stock units. A majority of these awards vest ratably over three years. The other awards granted cliff vest over a period of four years or less.
A summary of restricted stock and restricted stock unit award activity as of December 31, 2019 is presented below:
 
 
Awards
(in millions)
 
Weighted-Average
Fair Value
Outstanding at December 31, 2018
 
1.6

 
$
29.12

Granted
 
0.7

 
$
26.99

Vested
 
(0.7
)
 
$
28.43

Forfeited
 
(0.4
)
 
$
28.51

Outstanding at December 31, 2019
 
1.2

 
$
28.45


At December 31, 2019, there was $11.9 million of unamortized expense relating to unvested restricted stock awards and restricted stock units that is expected to be amortized over a weighted average period of 1.4 years.
The intrinsic value of awards vested during 2019, 2018 and 2017 was $19.7 million, $36.2 million and $30.1 million, respectively. The total fair value of awards vested during 2019, 2018 and 2017 was $20.9 million, $35.3 million and $29.4 million, respectively. Tax shortfalls on these exercises were $0.2 million.
Performance Stock Awards and Performance Share Units
During the year ended December 31, 2019, the Company granted performance share units ("PSUs") to certain employees of the Company as part of their annual equity compensation award. During the years prior to December 31, 2019, the Company granted performance share awards and performance share units (collectively referred to as "PSAs").
PSAs granted prior to 2019 are tied to the Company’s total shareholder return ("TSR") relative to the TSR of a selected industry peer group or S&P 500. Each award vests over its applicable service period and covers a TSR performance cycle of three years starting at the beginning of the fiscal year in which the shares were granted. The actual number of shares awarded will be between zero and 200% of the target award amount. TSR relative to peers is considered a market condition under applicable authoritative guidance. 
PSUs granted in 2019 are subject to the same service conditions, but also include performance conditions related to internal profitability and return on invested capital metrics over a cumulative performance period of three years, as well as three individual one-year performance periods. At the end of the three-year performance period, the number of PSUs earned based on performance relative to the profitability and invested capital metrics are subject to a market condition in the form of a positive or negative TSR modifier relative to the S&P 500 over the same three-year performance period. The actual number of shares awarded will be between zero and 200% of the target award amount.
A summary of PSA and PSU activity as of December 31, 2019 is presented below:
 
 
Awards
(in millions)
 
Weighted-Average
Fair Value
Outstanding at December 31, 2018
 
0.8

 
$
31.82

Granted
 
0.3

 
$
29.10

Vested
 

 
$

Forfeited
 
(0.6
)
 
$
30.38

Outstanding at December 31, 2019
 
0.5

 
$
32.11


At December 31, 2019, there was $6.9 million of unamortized expense relating to unvested PSAs that are expected to be amortized over a weighted average period of 1.9 years. The forfeitures include performance stock awards and performance share units granted in 2016 that did not meet the performance target required for vesting.