As of December 31, 2020, the Company had 150.0 million authorized shares of common stock, par value $0.10 per share, of which 76.8 million shares were issued and outstanding, and 21.5 million shares were reserved for future issuance for the exercise of stock options (seven year contractual life) and restricted stock (no maximum contractual life), payment of awards under stock-based compensation plans, and conversion of the Company’s convertible debt.

As of December 31, 2020 and 2019, the Company had 2.1 million and 0.8 million, respectively, of its common shares classified as treasury stock. During 2020, the Company repurchased 1.3 million of its common shares at a cost of $51.7 million. On September 10, 2018, the Company made a discretionary contribution of 2.7 million treasury stock, or $95.0 million, of its common stock to the Aerojet Rocketdyne Master Retirement Trust, which is a trust maintained in connection with the Aerojet Rocketdyne (GenCorp) Consolidated Pension Plan. Treasury stock is stated at cost (first-in, first-out basis). The Company reflects stock repurchases in its financial statements on a "settlement" basis

On December 19, 2020, the Company’s Board of Directors declared the one-time Pre-Closing Dividend in cash of $5.00 per share (including shares underlying the 2¼% Notes participating on an as-converted basis). The Pre-Closing Dividend is payable on March 24, 2021, to the holders of the Company’s shares and 2¼% Notes as of the close of business on March 10, 2021.


	Year Ended December 31,

	2020		2019		2018
	(In millions)
SARs	$	8.1	$	11.4	$	6.2
Restricted stock and restricted stock units, service based	8.6		5.2		4.5
Restricted stock and restricted stock units, performance based	12.6		9.4		9.1
Employee stock purchase plan ("ESPP")	1.1		0.9		0.6
Stock options	1.0		0.4		0.1
Total stock-based compensation expense	$	31.4	$	27.3	$	20.5

Stock Appreciation Rights: As of December 31, 2020, a total of 0.9 million SARs were outstanding. SARs granted to employees generally vest in one-third increments at one year, two years, and three years from the date of grant and have a seven year contractual life. SARs granted to directors of the Company typically vest over a one year service period (half after six months and half after one year) and have a seven year contractual life. These awards are similar to the Company’s employee stock options, but are settled in cash rather than in shares of common stock, and are classified as liability awards. Compensation cost for these awards is determined using a fair-value method and remeasured at each reporting date until the date of settlement.


	SARs (In millions)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (In millions)



Outstanding at December 31, 2019	1.2	$	27.32

Exercised	(0.2)	19.97
Canceled	(0.1)	31.46
Outstanding at December 31, 2020	0.9	$	29.09	4.2	$	21.0
Exercisable at December 31, 2020	0.6	$	28.27	4.0	$	15.3
Expected to vest at December 31, 2020	0.3	$	31.01	4.5	$	5.7

The weighted average grant date fair value for SARs granted in 2019 and 2018 was $37.26 and $27.53, respectively. The total intrinsic value for SARs liabilities paid in 2020, 2019, and 2018 was $7.6 million, $4.3 million, and $3.5 million, respectively. As of December 31, 2020, there was $0.8 million of unrecognized stock-based compensation related to nonvested SARs that is expected to be recognized over an estimated weighted-average amortization period of eleven months.

Restricted Stock, service-based: As of December 31, 2020, a total of 0.2 million shares of service-based restricted stock were outstanding which vest based on years of service. Restricted shares are granted to employees and directors of the Company. The fair value was based on the closing market price of the Company’s common stock on the date of award and is being amortized on a straight line basis over the service period.

The following table summarizes the status of the Company’s service-based restricted stock:


	Service Based Restricted Stock (In millions)	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2019	0.3	$	36.33





Exercised	(0.1)	34.81

Outstanding and expected to vest at December 31, 2020	0.2	$	39.90

As of December 31, 2020, there was $3.9 million of unrecognized stock-based compensation related to nonvested service-based restricted stock that is expected to be recognized over an estimated weighted-average amortization period of seventeen months. At December 31, 2020, the intrinsic value of the service-based restricted stock outstanding and expected to vest was $9.4 million. The weighted average grant date fair values for service-based restricted stock granted in 2019 and 2018 was $40.70 and $29.74, respectively.

Restricted Stock Units, service-based: As of December 31, 2020, a total of 0.1 million shares of service-based restricted stock units were outstanding which vest based on years of service. Restricted stock units are granted to employees of the Company. The fair value was based on the closing market price of the Company’s common stock on the date of award and is being amortized on a straight line basis over the service period.

The following table summarizes the status of the Company’s service-based restricted stock units:


	Service Based Restricted Stock Units (In millions)	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2019	—	$	—




Granted	0.1	46.00


Outstanding and expected to vest at December 31, 2020	0.1	$	46.00

As of December 31, 2020, there was $3.5 million of unrecognized stock-based compensation related to nonvested service-based restricted stock units that is expected to be recognized over an estimated weighted-average amortization period of thirty months. At December 31, 2020, the intrinsic value of the service-based restricted stock units outstanding and expected to vest was $5.1 million.

Restricted Stock, performance-based Company metrics: As of December 31, 2020, a total of 0.5 million shares of performance-based restricted shares were outstanding. The performance-based restricted stock vests if the Company meets various operations and earnings targets set by the Organization & Compensation Committee of the Board of Directors. The fair value was based on the closing market price of the Company’s common stock on the date of award and is being amortized over the estimated service period to achieve the operations and earnings targets.

The following table summarizes the status of the Company’s performance-based restricted stock:


	Performance Based Restricted Stock (In millions)	Weighted Average Grant Date Fair Value




Outstanding at December 31, 2019	1.0	$	29.41

Exercised	(0.4)	25.01
Canceled	(0.1)	29.00
Outstanding at December 31, 2020	0.5	$	36.59
Expected to vest at December 31, 2020	0.4	$	35.52

As of December 31, 2020, there was $4.4 million of unrecognized stock-based compensation related to nonvested performance-based restricted stock that is expected to be recognized over an estimated weighted-average amortization period of fourteen months. At December 31, 2020, the intrinsic value of the performance-based restricted stock outstanding was $26.6 million and the intrinsic value of the performance-based restricted stock expected to vest was $21.5 million. The weighted average grant date fair values for performance-based restricted stock granted in 2019 and 2018 was $37.27 and $26.36, respectively.

Restricted Stock Units, performance-based Company metrics: As of December 31, 2020, a total of 0.4 million shares of performance-based restricted stock units were outstanding. The performance-based restricted stock units vest if the Company meets various operations and earnings targets set by the Organization & Compensation Committee of the Board of Directors. The fair value was based on the closing market price of the Company’s common stock on the date of award and is being amortized over the estimated service period to achieve the operations and earnings targets.

The following table summarizes the status of the Company’s performance-based restricted stock units:


	Performance Based Restricted Stock Units (In millions)	Weighted Average Grant Date Fair Value




Outstanding at December 31, 2019	—	$	—
Granted	0.4	50.00


Outstanding at December 31, 2020	0.4	$	50.00
Expected to vest at December 31, 2020	0.2	$	50.00

As of December 31, 2020, there was $6.2 million of unrecognized stock-based compensation related to nonvested performance-based restricted stock units that are expected to be recognized over an estimated weighted-average amortization period of twenty-six months. At December 31, 2020, the intrinsic value of the performance-based restricted stock units outstanding was $19.7 million and the intrinsic value of the performance-based restricted stock expected to vest was $9.8 million.

Employee Stock Purchase Plan: The ESPP enables eligible employees the opportunity to purchase the Company’s common stock at a price not less than 85% of the fair market value of the common stock on the last day of the respective offering period. A maximum of 1.5 million shares are authorized for issuance. During 2020, 0.2 million shares were issued under the ESPP at an average price of $45.65. During 2019, 0.1 million shares were issued under the ESPP at an average price of $45.25. During 2018, 0.1 million shares were issued under the ESPP at an average price of $32.11.

The total intrinsic value for options exercised in 2020, 2019, and 2018 was $11.0 million, $0.8 million, and $0.9 million, respectively. The fair value of the stock option grant in 2019 was estimated using a Black-Scholes model with an expected life of seven years, volatility of 33.48%, and a risk-free rate of 2.62%. The Company did not grant stock options in 2020 and 2018.

Performance Common Shares: In February 2018, the Company granted senior executives 0.1 million performance common shares that vest according to the attainment of share prices ranging from $34.00 per share to $42.00 per share of the Company's stock. The performance common shares were valued at a weighted average price of $18.67 using a Monte Carlo model. The Company recognized the grant-date fair value of these awards as stock-based compensation expense ratably over

the estimated vesting period based on the number of awards expected to vest at each reporting date or earlier if the market condition was satisfied. All of the performance based common shares have vested as a result of the attainment of the share prices ranging from $34.00 per share to $42.00 per share of the Company's stock. The following table presents the weighted average assumptions used to value the awards for 2018:


	Performance- based common shares
Expected life (in years)	1.25
Volatility	31.52	%
Risk-free interest rate	2.65	%
Dividend yield	—	%

Performance Stock Units: In March 2020, the Company granted the Executive Chairman 0.1 million performance stock units that vest according to the attainment of share prices ranging from $57.80 per share to $67.85 per share of the Company's stock. The performance stock units were valued at a weighted average price of $37.12 using a Monte Carlo model. The Company recognized the grant-date fair value of these awards as stock-based compensation expense ratably over the estimated vesting period based on the number of awards expected to vest at each reporting date or earlier if the market condition was satisfied. As of December 31, 2020, there was $0.1 million of unrecognized stock-based compensation related to nonvested performance stock units that are expected to be recognized over an estimated weighted-average amortization period of thirty-six months. At December 31, 2020, the intrinsic value and expected to vest of the performance stock units outstanding was $3.8 million. The following table presents the weighted average assumptions used to value the units for 2020:



Expected life (in years)	0.67
Volatility	35.41	%
Risk-free interest rate	0.72	%
Dividend yield	—	%

Expected Term: The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules.