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EQUITY-BASED COMPENSATION
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
EQUITY-BASED COMPENSATION

NOTE 19—EQUITY-BASED COMPENSATION

GeneralIn May 2019, our stockholders approved the 2019 McDermott International, Inc. Long-Term Incentive Plan (the “2019 LTIP”). Under the 2019 LTIP we can award stock-based compensation to members of our Board of Directors, employees and consultants in a number of forms, including incentive and non-qualified stock options, restricted stock, restricted stock units (“RSUs”), and performance shares or units. As of December 31, 2019, there were 3.2 million shares remaining available for future awards under these equity-based compensation plans.

Our plans are administered by the Compensation Committee of our Board of Directors, which selects those employees eligible to receive awards and determines the number of shares or stock options subject to each award, as well as the terms, conditions, performance measures and other provisions of the award.

CombinationAs of the Combination Date, unvested and unexercised stock-settled equity-based awards (which included approximately 2.1 million RSUs and stock options and stock appreciation rights with respect to 0.1 million shares) relating to shares of CB&I’s common stock were cancelled and converted into comparable McDermott stock-settled awards with generally the same terms and conditions as those prior to the Combination Date. The restricted stock units generally vest over a period ranging from three to four years from the original grant date.

Equity-Based Compensation Expense― Compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards we expect to ultimately vest. We recognize forfeitures as they occur, rather than estimating expected forfeitures.

Equity instruments, such as RSUs, are measured at fair value on the grant date. Equity awards expected to be settled in cash are designated as liability awards and are valued at the market price of the underlying stock on the date of payment. Compensation cost for the liability awards is re-measured at the end of each reporting period and is recognized as an expense over the applicable service period.

Total compensation expense, primarily recognized within SG&A, was as follows:

 

 

 

2019

 

 

2018 (1)

 

 

2017

 

 

 

(In millions)

 

RSUs

 

$

20

 

 

$

44

 

 

$

15

 

Liability awards

 

 

1

 

 

 

8

 

 

 

8

 

Total

 

$

21

 

 

$

52

 

 

$

23

 

 

(1)

Compensation expense in 2018 included $26 million, recorded within Restructuring costs in our Consolidated Statements of Operations, associated with accelerated vesting for employees who were terminated as a result of the Combination.

The components of the total gross unrecognized estimated compensation expense for equity awards and their expected remaining weighted-average periods for expense recognition are as follows:

 

 

 

Amount

(In millions)

 

 

Weighted-Average

Period(years)

 

Restricted stock and restricted stock units (1)

 

$

24

 

 

 

1.7

 

 

(1)

Excludes liability awards.

Stock Options―There were no stock options granted in 2019, 2018 or 2017. CB&I’s stock options that were cancelled and converted in connection with the Combination were not material.

There were no stock options exercised during 2019 and 2017, and stock options exercised during 2018 were not material.

As of December 31, 2019, we had outstanding stock options to purchase 0.5 million shares with a weighted-average exercise price per share of approximately $37. All outstanding stock options vested prior to December 31, 2019.

Had all option holders exercised their options on December 31, 2019, the aggregate intrinsic value of the options would have been negative, as their exercise price was higher than the closing price of our common stock on December 31, 2019.

Restricted Stock Units (“RSUs”)― RSUs and changes during 2019 were as follows (share data in millions):

 

 

 

 

 

 

 

 

 

 

Number of Shares

 

 

 

Weighted-Average Grant

Date Fair Value

 

Outstanding as of December 31, 2018

 

 

3

 

 

$

19.39

 

Granted

 

 

2

 

 

 

8.67

 

Vested

 

 

(2)

 

 

 

11.52

 

Outstanding as of December 31, 2019

 

 

3

 

 

 

12.32

 

There were no tax benefits realized related to RSUs and RSAs that lapsed or vested during 2019, 2018 and 2017.

 

Liability awards―Approximately 2 million, 0.4 million and 0.2 million shares awarded in 2019, 2018 and 2017, respectively, were classified as liability awards. As of December 31, 2019, we had approximately 3 million shares classified as liability awards outstanding.

As of December 31, 2019, the unrecognized compensation cost related to liability awards was $1.3 million, calculated based on the December 31, 2019 fair value of these awards, and is expected to be recognized over a weighted average period of two years.

Effects of the Chapter 11 Cases on the Common Stock — The provisions of the RSA and the Plan of Reorganization contemplate that the obligations to issue securities under our equity compensation plans will be cancelled and discharged in connection with the Chapter 11 Cases.