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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation STOCK-BASED COMPENSATION
The AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”) provides for the grant of time-based and performance-based RSUs, restricted stock, stock options, stock appreciation rights, and other stock-based and cash-based awards to employees. A maximum of 5.5 million shares may be issued under the 2017 Plan.
The AutoNation, Inc. 2014 Non-Employee Director Equity Plan (the “2014 Director Plan”) provides for the grant of stock options, restricted stock, RSUs, stock appreciation rights, and other stock-based awards to our non-employee directors. As of December 31, 2022, the maximum number of shares authorized for issuance under the 2014 Director Plan was 600,000.
Restricted Stock Units
On January 3, 2022, each of our non-employee directors received a grant of 2,192 RSUs under the 2014 Director Plan. RSUs granted to our non-employee directors are fully vested on the grant date and are settled in shares of the Company’s common stock on the first trading day of February in the third year following the grant date, unless the non-employee director elects to defer delivery in accordance with the terms of the award and the 2014 Director Plan. Settlement of the RSUs will be accelerated in certain circumstances as provided in the terms of the award and the 2014 Director Plan, including in the event the non-employee director ceases to serve as a non-employee director of the Company. Compensation cost is recognized on the grant date and is based on the closing price of our common stock on the grant date.
In 2022, our Board’s Compensation Committee approved the grant to employees of 0.4 million RSUs, which included time-based and performance-based RSUs. Time-based RSUs vest in equal installments generally over three or four years.
In addition, certain time-based RSUs are also subject to a one-year earnings performance measure. Performance-based RSUs cliff vest after three years subject to the achievement of certain performance goals measured over a three-year period. The performance goals are based on a measure of earnings, a measure of return on invested capital, and a measure of our performance relative to certain customer satisfaction indices.
The fair value of each RSU award grant is based on the closing price of our common stock on the date of grant. Compensation cost for time-based RSUs is recognized on a straight-line basis over the shorter of the stated vesting period or the period until employees become retirement-eligible, and for performance-based awards is recognized over the requisite service period based on the expected achievement level of the performance goals, which is evaluated over the performance period. We account for forfeitures of stock-based awards as they occur.
The following table summarizes information about vested and nonvested RSUs for 2022:
 RSUs
 SharesWeighted-Average
Grant Date
Fair Value
Nonvested at January 11.7 $54.31 
Granted 0.4 $112.66 
Vested(0.8)$51.68 
Forfeited(0.1)$82.41 
Nonvested at December 311.2 $75.14 
The weighted average grant-date fair value of RSUs and total fair value of RSUs vested are summarized in the following table:
202220212020
Weighted average grant-date fair value of RSUs granted $112.66 $85.45 $44.28 
Total fair value of RSUs vested (in millions)$85.7 $51.8 $23.2 
Stock Options
Prior to 2017, we granted non-qualified stock options with a term of 10 years from the date of grant that vested in equal installments over four years. We used the Black-Scholes valuation model to determine compensation expense and amortized compensation expense on a straight-line basis over the requisite service period of the grants. All stock options were fully vested as of December 31, 2020.
Upon exercise, shares of common stock are issued from our treasury stock. The total intrinsic value of stock options exercised was $5.0 million during 2022, $51.2 million during 2021, and $9.8 million during 2020.
As of December 31, 2022, we had 0.1 million of stock options outstanding and exercisable with a weighted average exercise price of $52.50, a weighted average contractual term of 1.39 years, and an aggregate intrinsic value of $3.2 million. As of December 31, 2021, we had 0.1 million of stock options outstanding with a weighted average exercise price of $50.01.
Restricted Stock
Prior to 2017, we granted restricted stock awards, which were issued from our treasury stock. All restricted stock awards were fully vested as of December 31, 2020. Compensation cost for restricted stock awards was based on the closing price of our common stock on the date of grant and was recognized on a straight-line basis over the requisite service period of the grants. The total fair value of restricted stock awards vested was $0.7 million in 2020.
Compensation Expense
The following table summarizes the total stock-based compensation expense recognized in Selling, General, and Administrative Expenses in the Consolidated Statements of Income and the total recognized tax benefit related thereto:
202220212020
RSUs$31.5 $35.0 $30.0 
Stock options
— — 0.1 
Restricted stock— — 0.1 
Total stock-based compensation expense$31.5 $35.0 $30.2 
Tax benefit related to stock-based compensation expense$4.0 $2.4 $2.6 
As of December 31, 2022, there was $31.0 million of total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted average period of 1.58 years.
Tax benefits related to stock options exercised and vesting of restricted stock and RSUs were $9.7 million in 2022, $17.2 million in 2021, and $4.3 million in 2020.