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Share-Based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation Share-Based Compensation

In February 2015, the Company adopted the 2015 Incentive Award Plan (the "2015 Plan"), replacing the 2005 Equity Incentive Plan (the "2005 Plan") which expired in January 2015. The 2015 Plan was approved at the Company's Annual Meeting of Shareholders in May 2015. A maximum of 4,900,000 shares of common stock under the 2015 Plan are authorized for issuance upon exercise of stock options, stock appreciation rights and other awards, or upon vesting of RSU or deferred stock awards. As of December 31, 2019, the Company had 70,000 stock options granted and outstanding and 4,830,000 shares of common stock available for future grant under the 2015 Plan.

The following table presents a summary of cash received, compensation costs recognized and excess tax expense (benefit), related to the Company's share-based awards:
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
 
 
(Amounts in thousands)
Cash received from stock option exercises
 
$
701

 
$
358

 
$
2,162

Compensation cost, all share-based awards
 
123

 
145

 
60

Excess tax (benefit) expense, all share-based awards
 
(7
)
 
4

 
8



Stock Option Awards
Stock option awards become exercisable at a rate of 25% per year beginning one year from the date granted, are granted at the closing price of the Company's stock on the date of grant, and expire after 10 years

In February 2018, the Compensation Committee of the Company's Board of Directors awarded a total of 80,000 stock options to four senior executives under the 2015 Plan which will vest over the four-year requisite service period. 10,000 of these stock options were forfeited in February 2019 following the departure of a senior executive. The fair values of these stock options were estimated on the date of grant using a closed-form option valuation model (Black-Scholes). No stock options were awarded in 2019 and 2017 under the 2015 Plan.

The following table provides the assumptions used in the calculation of grant-date fair values of these stock options based on the Black-Scholes option pricing model:
Weighted-average grant-date fair value
$
8.09

Expected volatility
33.18
%
Risk-free interest rate
2.62
%
Expected dividend yield
5.40
%
Expected term in months
72



Expected volatility is based on historical volatility of the Company’s stock over the term of the stock options. The Company estimated the expected term of stock options, which represents the period of time that stock options granted are expected to be outstanding, by using historical exercise patterns and post-vesting termination behavior. The risk free interest rate is determined based on U.S. Treasury yields with equivalent remaining terms in effect at the time of the grant.

The following table presents a summary of the stock option activity for the year ended December 31, 2019:
 
Shares
 
Weighted-Average
Exercise Price
 
Weighted-Average
Remaining Contractual Term
(Years)
 
Aggregate
Intrinsic Value
(in 000’s)
Outstanding at January 1, 2019
99,500

 
$
42.77

 
 
 
 
Exercised
(22,000
)
 
$
41.92

 
 
 
 
Canceled or expired
(10,000
)
 
$
43.01

 
 
 
 
Outstanding at December 31, 2019
67,500

 
$
43.01

 
8.1
 
$
376

Exercisable at December 31, 2019
15,000

 
$
43.01

 
8.1
 
$
84



The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the Company’s closing stock price and the stock option exercise price, multiplied by the number of in-the-money stock options) that would have been received by the stock option holders had all stock options been exercised on December 31, 2019. The aggregate intrinsic values of stock options exercised were $217,064, $42,000, and $371,000 for 2019, 2018, and 2017, respectively. The total fair value of stock options vested during 2019, 2018, and 2017 was $141,584, $0, and $142,000, respectively.





The following table presents information regarding stock options outstanding at December 31, 2019:
 
Options Outstanding
 
Options Exercisable
Range of Exercise Prices
Number of
Options
 
Weighted-Average
Remaining
Contractual Life
(Years)
 
Weighted-
Average  Exercise
Price
 
Number of
Options
 
Weighted-
Average  Exercise
Price
$43.01
67,500
 
8.1
 
$
43.01

 
15,000
 
$
43.01



As of December 31, 2019, the Company had $0.3 million of unrecognized compensation expense related to stock options awarded under the 2015 Plan, which will be recognized ratably over the remaining vesting period of approximately 2.1 years.

Restricted Stock Unit Awards

Under the 2015 Plan and 2005 Plan, the Compensation Committee of the Company’s Board of Directors granted performance-based vesting RSU awards to the Company’s senior management and key employees prior to 2017. No RSUs were awarded in 2019, 2018, and 2017 under the 2015 Plan.

The following table presents a summary of RSU awards activity, based on target vesting, during the years indicated:
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
Shares
 
Weighted-
Average Fair
Value per Share
 
Shares
 
Weighted-
Average  Fair
Value per Share
 
Shares
 
Weighted-
Average  Fair
Value per Share
Outstanding at January 1
75,250

 
$
53.49

 
169,000

 
$
53.66

 
271,000

 
$
51.09

Vested

 
$

 

 
$

 
(82,000
)
 
$
45.17

Forfeited/Canceled
(6,000
)
 
$
53.49

 
(8,000
)
 
$
53.49

 
(20,000
)
 
$
53.62

Expired
(69,250
)
 
$
53.49

 
(85,750
)
 
$
53.80

 

 
$

Outstanding at December 31

 
$

 
75,250

 
$
53.49

 
169,000

 
$
53.66



The RSU awards vested at the end of a three-year performance period beginning with the year of the grant, and then only if, and to the extent that, the Company’s performance during the performance period achieved the threshold established by the Compensation Committee of the Company’s Board of Directors. Performance thresholds were based on the Company’s cumulative underwriting income, annual underwriting income, and net earned premium growth. Shares were forfeited or canceled when employees were no longer employed by the Company. Expired shares represent shares that did not meet the vesting requirements.

The fair value of each RSU grant was determined based on the closing price of the Company's common stock on the grant date for awards classified as equity and on each reporting date for awards classified as a liability. Compensation cost is recognized based on management’s best estimate of the performance goals that will be achieved. If the minimum performance goals are not met, no compensation cost will be recognized and any recognized compensation cost would be reversed.

In February 2019, based on certification by the Compensation Committee of the Company's Board of Directors of the results of the three-year performance period ended December 31, 2018, all of the outstanding RSUs granted in 2016 expired unvested because the Company did not meet the minimum three-year performance threshold.

In March 2018, based on certification by the Compensation Committee of the Company's Board of Directors of the results of the three-year performance period ended December 31, 2017, all of the outstanding RSUs granted in 2015 expired unvested because the Company did not meet the minimum three-year performance threshold.

In March 2017, a total of approximately $3.6 million was paid upon vesting of 61,445 RSUs awarded in 2014 resulting from the attainment of performance goals above the target threshold during the three-year performance period ended December 31, 2016.

At December 31, 2016, the Company determined that it was probable that the Company's Board of Directors would modify the payment method for the vested 2014 grant awards and pay for the vested awards in cash in lieu of shares of the Company's common stock. As a result, the 2014 grants were reclassified from equity to liability awards at December 31, 2016. $3.4 million of the amount previously recognized in additional paid-in capital for the 2014 grant awards was reclassified to other liabilities in
the consolidated balance sheets at December 31, 2016. Additional $0.2 million was reclassified from additional paid-in capital to other liabilities at the vesting date of February 28, 2017 for the 2014 grant awards, based on the additional amount of awards vested from December 31, 2016 to the vesting date.