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Stock-Based Compensation and Directors Stock Purchase Plan
Feb. 08, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation Stock-Based Compensation and Directors Stock Purchase Plan*
The Company’s stock-based compensation is provided under a stockholder-approved plan that allows for issuance of various types of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and stock-based awards. During the past three years, stock-based compensation has been issued in the form of nonvested restricted stock awards and stock appreciation rights. At December 31, 2022, 1,586,377 shares remained available for issuance under the plan. The stock-based compensation expense that was charged against income was $17.0 million, $15.4 million and $14.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $3.0 million, $2.7 million and $3.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Nonvested Restricted Stock Awards
Nonvested stock is awarded to key employees by action of the Company's Compensation and Human Resources Committee and Board of Directors. These awards generally vest after 4 to 7 years of continued employment, but vesting terms may vary according to the specifics of the individual grant agreement. There are restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the vesting period. Dividend and voting rights are conferred upon grant of restricted stock awards. A summary of the status of the Company’s nonvested share awards as of December 31, 2022 and changes during the year then ended is presented below.

 

Shares
Weighted Average Grant Date Fair Value
Nonvested at January 1, 20221,176,253 $52.93 
Granted283,970 67.40 
Vested(282,845)45.45 
Forfeited(28,505)57.94 
Nonvested at December 31, 20221,148,873 $58.20 

The total fair value (at vest date) of shares vested during 2022, 2021 and 2020 was $18.8 million, $17.6 million and $18.0 million, respectively.
Stock Appreciation Rights
Stock appreciation rights (SARs) are granted with exercise prices equal to the market price of the Company’s stock at the date of grant. SARs generally vest ratably over 4 years of continuous service and have 10-year contractual terms. All SARs must be settled in stock under provisions of the plan. A summary of SAR activity during 2022 is presented below.

(Dollars in thousands, except per share data)
SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual TermAggregate Intrinsic Value
Outstanding at January 1, 2022940,722 $44.01 
Granted
101,044 67.28 
Forfeited
(9,057)58.82 
Expired
(2,493)54.17 
Exercised
(81,489)38.14 
Outstanding at December 31, 2022
948,727 $46.82 5.2years$20,163 
Exercisable at December 31, 2022
667,936 $41.11 4.2years$18,007 

In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs on date of grant. The Black-Scholes model is a closed-end model that uses various assumptions as shown in the following table. Expected volatility is based on historical volatility of the Company’s stock. The Company uses historical exercise behavior and other factors to estimate the expected term of the SARs, which represents the period of time that the SARs granted are expected to be outstanding. The risk-free rate for the expected term is based on the U.S. Treasury zero coupon spot rates in effect at the time of grant. The per share average fair value and the model assumptions for SARs granted during the past three years are shown in the table below.

202220212020
Weighted per share average fair value at grant date$16.59 $15.22 $8.74 
Assumptions:
Dividend yield
1.5 %1.4 %1.7 %
Volatility
28.4 %28.2 %20.2 %
Risk-free interest rate
1.6 %.7 %1.0 %
Expected term
5.7 years5.7 years5.8 years

Additional information about SARs exercised is presented below.

(In thousands)202220212020
Intrinsic value of SARs exercised
$2,448 $7,664 $6,278 
Tax benefit realized SARs exercised
462 1,488 1,252 

As of December 31, 2022, there was $31.6 million of unrecognized compensation cost related to unvested SARs and stock awards. This cost is expected to be recognized over a weighted average period of approximately 3.2 years.

Directors Stock Purchase Plan
The Company has a directors stock purchase plan whereby outside directors of the Company and its subsidiaries may elect to use their directors’ fees to purchase Company stock at market value each month end. Remaining shares available for issuance under this plan were 129,665 at December 31, 2022. Shares authorized for issuance under the plan were increased to 150,000 shares in February 2022. In 2022, 21,725 shares were purchased at an average price of $67.27, and in 2021, 14,057 shares were purchased at an average price of $65.86.

* All share and per share amounts in this note have been restated for the 5% common stock dividend distributed in 2022.