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Stock-Based Compensation
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
On April 23, 2019, the Company's stockholders approved the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors. The 2019 Plan also allows the Company to issue awards to employees that are paid in cash or stock on the vesting date in an amount equal to the fair market value, as defined, of one share of the Company’s stock. As of December 31, 2019, 3,714,993 shares were authorized to be awarded pursuant to the 2019 Plan. The Company also maintains the Cousins Properties Incorporated 2009 Incentive Stock Plan (the "2009 Plan") and the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the “RSU Plan”), as amended, although no further issuances are permitted under the 2009 Plan or RSU Plan.
Information on stock options, restricted stock, and restricted stock units granted to employees and directors is discussed below.
Stock Options
At December 31, 2019, the Company had 66,999 stock options outstanding to key employees and outside directors, which are exercisable for common stock, all of which are fully vested. In 2019, 2018, and 2017, there were no stock option grants to employees or directors, and the Company recognized no compensation expense related to stock options. During 2019, the Company issued 10,451 shares for option exercises. During 2018, the Company issued 11,827 shares and paid $945,000 for option exercises. As of December 31, 2019, the intrinsic value of the options outstanding and exercisable was $1.2 million. The intrinsic value is calculated using the exercise prices of the options compared to the market value of the Company’s stock. At December 31, 2019 and 2018, the weighted-average contractual lives for the options outstanding and exercisable were 0.6 years and 1.1 years, respectively.
The following is a summary of stock option activity for the years ended December 31, 2019, 2018, and 2017 (options in thousands):
 
Number of
Options
 
Weighted Average
Exercise Price Per Option
Outstanding at December 31, 2016
565

 
$
43.28

Exercised
(144
)
 
30.04

Forfeited/Expired
(189
)
 
73.88

Outstanding at December 31, 2017
232

 
26.36

Exercised
(114
)
 
26.40

Forfeited/Expired
(4
)
 
74.88

Outstanding at December 31, 2018
114

 
24.00

Exercised
(42
)
 
25.59

Forfeited/Expired
(5
)
 
25.32

Outstanding at December 31, 2019
67

 
$
23.13

Options Exercisable at December 31, 2019
67

 
$
23.13


Restricted Stock
In 2019, 2018, and 2017, the Company issued 65,824, 78,799, and 77,072 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date. In 2019, 2018, and 2017, the Company also issued 37,166, 29,638, and 30,219 shares, respectively, of stock to independent members of the board of directors which vested immediately
on the issuance date. All shares of restricted stock receive dividends and have voting rights during the vesting period. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. Compensation expense related to restricted stock was $2.5 million, $2.3 million, and $2.0 million in 2019, 2018, and 2017, respectively.
As of December 31, 2019, the Company had $2.7 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.7 years. The total fair value of the restricted stock which vested during 2019, 2018, and 2017 was $2.6 million, $2.3 million, and $2.0 million, respectively. The following table summarizes restricted stock activity for the years ended December 31, 2019, 2018, and 2017 (shares in thousands):
 
Number of
Shares
 
Weighted-Average Grant Date
Fair Value
Non-vested restricted stock at December 31, 2016
117

 
$
30.28

Granted
77

 
34.52

Vested
(53
)
 
30.00

Forfeited
(2
)
 
26.12

Non-vested restricted stock at December 31, 2017
139

 
31.72

Granted
78

 
34.04

Vested
(64
)
 
31.32

Forfeited
(5
)
 
32.88

Non-vested restricted stock at December 31, 2018
148

 
33.08

Granted
66

 
35.64

Vested
(72
)
 
34.09

Forfeited
(1
)
 
34.46

Non-vested restricted stock at December 31, 2019
141

 
$
34.81


Restricted Stock Units
During 2019, 2018, and 2017, the Company awarded two types of performance-based RSUs to key employees: one based on the total stockholder return of the Company, as defined, relative to that of office peers included in the SNL US Office REIT Index (the "TSR RSUs") and the other based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “FFO RSUs”). The performance period for these awards is three years and the ultimate payout of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the performance metrics described above. Both of these RSUs are to be settled in cash with payment dependent upon the attainment of required service, market, and performance criteria. The Company expenses an estimate of the fair value of the TSR RSUs over the performance period using a quarterly Monte Carlo valuation. The Company expenses the FFO RSUs over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting. Dividend equivalents on the TSR RSUs and FFO RSUs will also be paid based upon the percentage vested. The targeted number of performance-based RSUs outstanding at December 31, 2019 are 92,649, 110,488, and 94,845 related to the 2019, 2018, and 2017 grants, respectively.








The following table summarizes the performance-based RSU activity for the years ended December 31, 2019, 2018, and 2017 (in thousands):
Outstanding at December 31, 2016
318

Granted
100

Vested
(144
)
Forfeited
(3
)
Outstanding at December 31, 2017
271

Granted
113

Vested
(75
)
Forfeited
(9
)
Outstanding at December 31, 2018
300

Granted
93

Vested
(94
)
Forfeited
(1
)
Outstanding at December 31, 2019
298


During 2019, 2018, and 2017, the Company granted 42,809, 4,459, and 66,181 time-vested RSUs, respectively, to key employees. The vesting period for these awards is three years. The value of each unit is equal to the fair market value of one share of common stock. These RSUs are to be settled in cash with payment dependent upon the attainment of the required service criteria. Dividend equivalent units will be paid based on the number of RSUs granted. For the 2018 and 2017 time-vested RSU grants, these dividend payments have been and will continue to be made concurrently with the payment of common dividends. For the 2019 time-vested RSU grants, dividend equivalent units will be paid out at the time of vesting.
The Company estimates future expense for all types of RSUs outstanding at December 31, 2019 to be $6.5 million (using stock prices and estimated target percentages as of December 31, 2019), which will be recognized over a weighted-average period of 1.1 years. During 2019, total cash paid for all types of RSUs and related dividend payments was $6.1 million.
During 2019, 2018, and 2017, $9.9 million, $4.6 million, and $7.0 million, respectively, was recognized as compensation expense related to RSUs.