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Share-Based Compensation
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 19. Share-based compensation

The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards. The Company has issued Time-Based Restricted Stock Units ("RSUs"), Performance-Based Restricted Stock Units with EBITDA-based performance conditions (“PSUs”), and Performance-Based Restricted Stock Units with share-price targets ("MSUs"), which are all generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. During the nine months ended September 30, 2022, the Company awarded new RSUs, PSUs, and MSUs, detailed below.

 

Time-Based Restricted Stock Units

 

The RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year service period from date of grant. The RSUs granted to the Company’s recipients vest ratably over the service period, generally on the anniversary date of their grant date. During the nine months ended September 30, 2022, the Company granted 505,609 RSUs at a weighted average grant-date fair value of $19.41 per share. A total of 227,294 shares vested at a weighted average fair value of $14.35 per share during the nine months ended September 30, 2022.

 

Performance-Based Restricted Stock Units

 

EBITDA-based

 

The PSUs entitle the recipient to shares of the Company's common stock if specified performance conditions are achieved. During the nine months ended September 30, 2022, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a three-year performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. During the nine months ended September 30, 2022, the Company granted 545,122 PSUs at a weighted-average grant date fair value of $20.77.

 

Market-based

 

The MSUs entitle the recipient to shares of the Company's common stock if specified market conditions are achieved. During the nine months ended September 30, 2022, the Company approved and granted 444,926 MSUs with certain share-price targets. Total MSUs granted during the nine months ended September 30, 2022 had a weighted-average grant date fair value of $16.31. The MSUs will vest 100%, if at all, on the later of March 9, 2025, the third anniversary of the grant date, and the date that such performance condition is satisfied (but no later than March 9, 2027). For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company's common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The key assumptions used in valuing these market-based awards were as follows:

 

Risk-free interest rate

 

1.85%

Dividend yield

 

                     —

Expected volatility

 

45%

 

The Company recognized compensation expense of $3 and $2 during the three months ended September 30, 2022 and 2021, respectively, and $10 and $6 during the nine months ended September 30, 2022 and 2021, respectively, for the RSUs, PSUs, and MSUs in total. Total unrecognized compensation related to unvested RSUs, PSUs and MSUs as of September 30, 2022 was approximately $29, which is expected to be recognized over a weighted average period of approximately 0.9 years, 1.7 years, and 2.4 years, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs for the three and nine months ended September 30, 2022 was less than $1 and $2, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs was less than $1 and $1, for the three and nine months ended September 30, 2021 respectively.