Equity-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

NOTE 15 - Stock-Based Compensation

At March 31, 2020, we had five active stock-based compensation plans: the Non-Employee Directors’ Stock Retirement Plan (“Directors’ Plan”), the 2004 Omnibus Long-Term Incentive Plan (“2004 Plan”), the 2009 Omnibus Equity and Performance Incentive Plan (“2009 Plan”), the 2014 Performance & Incentive Plan (“2014 Plan”), and the 2018 Equity and Incentive Compensation Plan ("2018 Plan"). Future grants can only be made under the 2018 Plan.

These plans allow for grants of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares, performance units, and other stock awards subject to the terms of the specific plans under which the awards are granted.

The following table summarizes the compensation expense included in selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings related to stock-based compensation plans:



	Three Months Ended
	March 31,			March 31,
	2020			2019
Service-based RSUs	$	580		$	606
Performance-based RSUs	(368		)	548
Cash-settled RSUs	16			60
Total	$	228		$	1,214
Income tax benefit	51			274
Net expense	$	177		$	940

The following table summarizes the unrecognized compensation expense related to non-vested RSUs by type and the weighted-average period in which the expense is to be recognized:



	Unrecognized
	Compensation		Weighted-
	Expense at		Average
	March 31, 2020		Period
Service-based RSUs	$	3,020	1.56
Performance-based RSUs	3,919		2.24
Total	$	6,939	1.94

We recognize expense on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards.

The following table summarizes the status of these plans as of March 31, 2020:



	2018 Plan	2014 Plan	2009 Plan	2004 Plan	Directors' Plan
Awards originally available	2,500,000	1,500,000	3,400,000	6,500,000	N/A
Performance-based options outstanding	—	225,000	—	—	—
Maximum potential RSU and cash settled awards outstanding	452,250	218,272	92,600	35,952	5,522
Maximum potential awards outstanding	452,250	443,272	92,600	35,952	5,522
RSUs and cash settled awards vested and released	27,037	—	—	—	—
Awards available for grant	2,020,713	—	—	—	—

Performance-Based Stock Options

During 2015 and 2016, the Compensation Committee of the Board of Directors of the Company (the “Committee”) granted a total of 350,000 performance-based stock option awards (“Performance-Based Option Awards”) for certain employees under the 2014 Plan, of which 225,000 remain outstanding after considering forfeitures. The Performance-Based Option Awards have an exercise price of $18.37, a term of five years, and generally will become exercisable (provided the optionee remains employed by the Company or an affiliate) upon our attainment of at least $600,000 in revenues during any of our trailing four quarterly periods (as determined by the Committee) during the term. We have not recognized any expense on these Performance-Based Option Awards for the three-month periods ended March 31, 2020 and 2019, since the revenue target was not deemed likely to be attained based on our current forecast.

Service-Based Restricted Stock Units

The following table summarizes the service-based RSU activity for the three months ended March 31, 2020:



	Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2019	364,396		$	19.87
Granted	64,796		30.13
Vested and released	(47,195	)	27.05
Forfeited	(3,624	)	28.45
Outstanding at March 31, 2020	378,373		$	20.65
Releasable at March 31, 2020	224,974		$	15.02

Performance and Market-Based Restricted Stock Units

The following table summarizes the performance and market-based RSU activity for the three months ended March 31, 2020:



	Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2019	217,229		$	27.73
Granted	72,521		32.56
Attained by performance	38,820		23.84
Released	(111,838	)	23.74
Forfeited	(11,884	)	25.69
Outstanding at March 31, 2020	204,848		$	30.85
Releasable at March 31, 2020	—		$	—

The following table summarizes each grant of performance awards outstanding at March 31, 2020.



Description	Grant Date	Vesting Year	Vesting Dependency	Target Units Outstanding	Maximum Number of Units to be Granted
2018 - 2020 Performance RSUs	February 8, 2018	2020	35% RTSR, 35% sales growth, 30% operating cash flow	31,398	62,796
2018 - 2020 Performance RSUs	February 16, 2018	2020	35% RTSR, 35% sales growth, 30% operating cash flow	31,820	63,640
2019 - 2021 Performance RSUs	February 7, 2019	2021	35% RTSR, 35% sales growth, 30% operating cash flow	60,414	120,828
2019 Supplemental Performance RSUs	February 7, 2019	2021	Succession Planning Targets	6,945	13,890
2020 - 2022 QTI Performance RSUs	September 24, 2019	2022	50% EBITDA growth, 50% Sales growth	1,750	3,500
2020 - 2022 Performance RSUs	February 6, 2020	2022	25% RTSR, 40% sales growth, 35% operating cash flow	72,521	145,042
Total				204,848	409,696

Cash-Settled Restricted Stock Units

Cash-Settled RSUs entitle the holder to receive the cash equivalent of one share of common stock for each unit when the unit vests. These RSUs are issued to key employees residing in foreign locations as direct compensation. Generally, these RSUs vest over a three-year period. Cash-Settled RSUs are classified as liabilities and are remeasured at each reporting date until settled. At March 31, 2020 and December 31, 2019 we had 16,547 and 17,271 cash-settled RSUs outstanding, respectively. At March 31, 2020 and December 31, 2019, liabilities of $135 and $353, respectively, were included in Accrued expenses and other liabilities on our Condensed Consolidated Balance Sheets.