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Stock Based Compensation Plans and Other Benefit Plans
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation Plans and Other Benefit Plans
12.
Stock Based Compensation Plans and Other Benefit Plans

The Company has non-qualified options outstanding under the Church & Dwight Co., Inc. 2022 Omnibus Equity Compensation Plan (the "Omnibus Equity Plan"). Under the Omnibus Equity Plan, the Company may grant stock options and other stock-based awards to employees and directors. Stock options outstanding under the Omnibus Equity Plan are issued at market value on the date of grant (with the exception of options granted to former WATERPIK employees as part of the WATERPIK Acquisition), vest on the third anniversary of the date of grant and must be exercised within 10 years of the date of grant.

However, upon a participant’s termination of employment (other than termination for cause, death, disability or retirement), a
participant will generally have 30 days (90 days for grants made after May 13, 2022) to exercise any vested stock options, subject to specified
conditions. If, upon termination of a participant’s employment (other than a termination for cause), a participant is at least
55 years old, has at least five years of service, and the sum of the participant’s age and years of service is at least 65, the participant may exercise any vested stock options granted between 2007 through 2017 within a period of three years from the date of termination or, if earlier, the date such stock options otherwise would have expired, subject to specified conditions. Starting with stock options granted in 2018, a terminated employee who meets the above conditions may exercise any stock options until the date such stock options otherwise would have expired, subject to specified conditions. Issuances of Common Stock to satisfy employee stock option exercises currently are made from treasury stock.

Stock option transactions for the year ended December 31, 2022 were as follows:

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

Options

 

 

Price

 

 

Term

 

 

Value

 

Outstanding as of December 31, 2021

 

11.3

 

 

$

58.83

 

 

 

 

 

 

 

Granted

 

1.6

 

 

 

85.14

 

 

 

 

 

 

 

Exercised

 

(0.7

)

 

 

41.54

 

 

 

 

 

 

 

Cancelled

 

(0.3

)

 

 

79.19

 

 

 

 

 

 

 

Outstanding as of December 31, 2022

 

11.9

 

 

$

62.64

 

 

 

5.7

 

 

$

227.4

 

Exercisable as of December 31, 2022

 

7.3

 

 

$

50.90

 

 

 

4.0

 

 

$

216.3

 

 

The following table summarizes information relating to options outstanding and exercisable as of December 31, 2022:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

Outstanding

 

 

Average

 

 

Average

 

 

Exercisable

 

 

Average

 

Range of

 

as of

 

 

Remaining

 

 

Exercise

 

 

as of

 

 

Exercise

 

Exercise Prices

 

12/31/2022

 

 

Contractual Life

 

 

Price

 

 

12/31/2022

 

 

Price

 

$30.01 - $40.00

 

 

1.2

 

 

 

1.3

 

 

$

34.07

 

 

 

1.2

 

 

$

34.07

 

$40.01 - $50.00

 

 

2.3

 

 

 

2.9

 

 

$

43.90

 

 

 

2.3

 

 

$

43.90

 

$50.01 - $60.00

 

 

2.5

 

 

 

5.0

 

 

$

51.98

 

 

 

2.5

 

 

$

51.98

 

$60.01 - $70.00

 

 

0.1

 

 

 

5.9

 

 

$

65.27

 

 

 

0.1

 

 

$

65.27

 

$70.01 - $80.00

 

 

2.9

 

 

 

7.0

 

 

$

75.35

 

 

 

1.2

 

 

$

77.26

 

$80.01 - $90.00

 

 

2.8

 

 

 

9.0

 

 

$

84.74

 

 

 

0.0

 

 

$

0.0

 

$90.01 - $100.00

 

 

0.1

 

 

 

8.3

 

 

$

92.78

 

 

 

0.0

 

 

$

0.0

 

 

 

 

11.9

 

 

 

5.7

 

 

$

62.64

 

 

 

7.3

 

 

$

50.90

 

The table above represents the Company’s estimate of stock options fully vested and expected to vest. Expected forfeitures are not material and, therefore, are not reflected in the table above.

The following table provides information regarding the intrinsic value of stock options exercised and stock compensation expense related to stock option awards:

 

2022

 

 

2021

 

 

2020

 

Intrinsic Value of Stock Options Exercised

$

32.1

 

 

$

157.3

 

 

$

159.8

 

Stock Compensation Expense Related to Stock Option Awards

$

25.7

 

 

$

23.3

 

 

$

21.1

 

Issued Stock Options

 

1.6

 

 

 

1.5

 

 

 

1.9

 

Weighted Average Fair Value of Stock Options issued (per share)

$

21.50

 

 

$

17.32

 

 

$

12.85

 

Fair Value of Stock Options Issued

$

33.6

 

 

$

26.6

 

 

$

24.5

 

 

The following table provides a summary of the assumptions used in the valuation of issued stock options:

 

 

2022

 

 

2021

 

 

2020

 

Risk-free interest rate

 

2.9

%

 

 

1.3

%

 

 

0.5

%

Expected life in years

 

7.1

 

 

 

7.2

 

 

 

7.3

 

Expected volatility

 

21.7

%

 

 

20.7

%

 

 

19.9

%

Dividend yield

 

1.2

%

 

 

1.2

%

 

 

1.3

%

 

The fair value of stock options is based upon the Black Scholes option pricing model. The Company determined the stock options’ lives based on historical exercise behavior and their expected volatility and dividend yield based on the historical changes in stock price and dividend payments. The risk-free interest rate is based on the yield of an applicable term Treasury instrument.

As of December 31, 2022, there was a fair value of $23.5 related to unamortized stock option compensation expense, which is expected to be recognized over the next three years. The Company’s Consolidated Statements of Cash Flow reflect an add back to Net Cash Provided by Operating Activities of $32.3, $23.7 and $21.5 in 2022, 2021 and 2020, respectively, for non-cash compensation expense, primarily stock option expense.

In January 2021, the Company issued cash-settled stock units under the Omnibus Equity Plan to all employees at the level of vice president and below. These restricted stock units are scheduled to vest and be settled on the third anniversary of the date of grant, subject to continued employment through such date.

In May 2018, the Company issued cash-settled stock units under the Omnibus Equity Plan to all employees at the level of vice president and below. These restricted stock units were scheduled to vest and be settled on the third anniversary of the date of grant. In December 2020, the Company accelerated the grant to vest in December 2020.

As a result of the issued cash-settled stock units, the Company recorded stock compensation expense of $0.3, $1.9 and $3.1 in 2022, 2021 and 2020, respectively. The liability was approximately $2.2 and $1.9 as of December 31, 2022 and 2021, respectively, and there was no liability as of December 31, 2020.

In connection with the Hero Acquisition, 854,882 shares of restricted stock were issued in October 2022. The restricted stock will be recognized as compensation expense as the stock is subject to vesting requirements for individuals who received the restricted stock and will continue to be employed by the Company. The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition. The Company’s Consolidated Statements of Cash Flow reflect an add back to Net Cash Provided by Operating Activities of $6.0, for non-cash compensation expense related to the Hero restricted stock.

Other Benefit Plans

Deferred Compensation Plans

The Company maintains a non-qualified deferred compensation plan under which certain members of management are eligible to defer a maximum of 85% of their regular compensation (i.e., salary) and, in general, up to 85% of their incentive bonus. The amounts deferred under this plan are credited with earnings or losses based upon changes in values of notional investments selected by the plan participant. The investment options available include notional investments in various stock, bond and money market funds as well as the Company’s Common Stock. Each plan participant is fully vested in the amounts the participant defers. The plan permits the Company to make profit sharing contributions that cannot otherwise be contributed to the qualified savings and profit-sharing plan due to limitations established by the Internal Revenue Service. These contributions vest under the same vesting schedule applicable to the qualified plan.

The liability to plan participants for contributions designated for notional investment in Common Stock is based on the quoted fair value of the Common Stock plus any dividends credited. The Company uses cash-settled hedging instruments to minimize the cost related to the volatility of Common Stock. At December 31, 2022 and 2021, the amount of the Company’s liability under the deferred compensation plan is included in Current and Deferred and Other Long-term Liabilities and was $105.8 and $131.9, respectively and the funded balances recorded in Other Assets amounted to $92.6 and $107.3, respectively. The amounts charged to earnings, including the effect of the hedges, totaled expense of $1.2, $2.2 and $2.1 in 2022, 2021 and 2020, respectively.

Non-employee members of the Company’s Board are eligible to defer up to 100% of their directors’ compensation into a similar plan; however, the only option for investment is Common Stock. Members of the Board are fully vested in their account balance. As of December 31, 2022, there were approximately 129,000 shares of Common Stock from shares held as Treasury Stock in a rabbi trust to protect the interest of the directors’ deferred compensation plan participants in the event of a change of control.