Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2021

Share-Based Compensation Plans [Abstract]

Share-based incentive awards are granted to employees under the 2021 Incentive Award Plan, or the 2021 Plan, which was approved by the shareholders in May 2021. The 2021 Plan is administered by the Compensation Committee of the Board of Directors, or the Compensation Committee. Awards include stock options, restricted stock and other stock awards. The maximum number of shares of common stock that can be granted under the 2021 Plan is 14.7 million shares plus any shares awarded under the 2021 Plan and any prior plan that have been forfeited or have expired. All awards reduce the number of shares available for grant on a one-for-one basis. The terms of each award and the exercise date are determined by the Compensation Committee. The 2021 Plan does not permit the holder of an award to elect cash settlement under any circumstances. At December 31, 2021, there were 10,157,026 shares available for grant under the 2021 Plan.

Share-based compensation expense in 2021, 2020 and 2019 was $84.7 million, $70.8 million and $72.5 million, respectively. At December 31, 2021, unamortized share-based compensation that will be expensed over the next five years is $198.2 million.

We record a deferred tax asset for the share-based compensation expense recognized for financial reporting purposes that has not been deducted on our income tax return. Excess tax benefits and deficiencies represent the difference between the actual compensation deduction for tax purposes, which is calculated as the difference between the grant date price of the award, and the price of our common stock on the vesting or exercise date. Any excess tax benefit or deficiency related to share-based compensation is recorded in results of operations, as a component of income tax expense, upon vesting of restricted stock awards or exercise of stock options. In 2021, we recognized a tax benefit of $2.9 million, and in 2020, we recognized a tax deficiency of $3.6 million.

Stock Options

The exercise price of stock option awards cannot be less than 100% of the market price of our common stock on the grant date and have a maximum contractual life of 10 years.

Stock option activity was:


	Year Ended December 31,
	2021		2020			2019
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
January 1	768,750	$83.65		866,000	$83.80		988,050	$80.37
Granted	4,025,000	$72.47		—	—		—	—
Exercised	(60,000)	$60.17		—	—		(57,300)	$23.40
Forfeited	(44,500)	$77.93		(97,250)	$84.94		(64,750)	$84.94
December 31	4,689,250	$74.30		768,750	$83.65		866,000	$83.80

Exercisable December 31	689,250	$84.94		768,750	$83.65		60,000	$68.42

At December 31, 2021, options outstanding and exercisable were:


			Options Outstanding			Options Exercisable
Exercise Price Range			Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price

$72.00	to	$73.00	4,000,000	9.9 years	$72.47	—	—
$84.00	to	$85.00	689,250	1.3 years	$84.94	689,250	$84.94
			4,689,250			689,250

The 2021 option award grant date fair value of $8.47 was determined using the Black-Scholes option valuation model. The assumptions used, without adjusting for forfeitures and lack of liquidity were: expected life of 8 years, risk free interest rate of 1.4%, expected volatility of 23%, and dividend yield of 4.6%. On the grant date, the exercise price of the award was greater than the closing price of our common stock.

Restricted Stock

Restricted stock activity was:


	Year Ended December 31,
	2021	2020	2019
January 1	3,012,988	2,547,001	2,553,902
Granted	1,017,895	1,511,719	956,135
Vested	(899,372)	(874,431)	(798,468)
Forfeited	(198,675)	(171,301)	(164,568)
December 31	2,932,836	3,012,988	2,547,001

Weighted average grant date fair value of shares granted in the period	$68.99	$51.26	$72.13
Weighted average grant date fair value at December 31	$63.09	$61.44	$70.89

Generally, restricted shares vest ratably over five years from the grant date provided the employee remains employed by us. Restricted shares may not be sold, transferred, pledged or otherwise encumbered until the forfeiture restrictions lapse. Under most circumstances, the employee forfeits the shares if employment ceases prior to the end of the restriction period.

Performance Restricted Stock Units

The Compensation Committee grants certain employees performance restricted stock units, or PRSU. Each PRSU represents the right to receive one share of common stock on vesting. The ultimate number of PRSUs received by the employee depends on the Company's average return on equity over a three year period compared to the average return on equity of a peer group of principal competitors over the same period. The PRSUs vest three years from the grant date. The PRSUs have a service and performance vesting condition and compensation expense is recognized on a graded-vesting basis. Over the performance period, compensation expense is adjusted upward or downward based on our estimate of the probability of achieving the performance target for the portion of the awards subject to the performance vesting condition. We have assumed that all the PRSUs will vest.

PRSU activity was:


	Year Ended December 31,
	2021		2020			2019
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
January 1	550,561	$70.17		538,134	$77.99		509,844	$80.41
Granted	165,911	$74.89		186,197	$61.36		181,782	$75.64
Distributed	(182,582)	$73.72		(173,770)	$84.94		(153,492)	$83.23

December 31	533,890	$70.42		550,561	$70.17		538,134	$77.99

Employee Stock Purchase Plan

The employee stock purchase plan, or ESPP, enables employees to purchase our common stock through payroll deductions over each plan quarter at 95% of the market price on the last trading day of the plan quarter. Purchases are limited to 10% of eligible compensation as defined by the Employee Retirement Income Security Act of 1974, or ERISA. In 2021, 2020 and 2019, employees purchased 73,250 shares, 91,605 shares and 76,040 shares, respectively. All shares purchased were treasury stock, for which we received $5.0 million, $5.2 million and $5.6 million, respectively. At December 31, 2021, there were 8,434,456 shares available under the ESPP.