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Incentive Plans
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Incentive Plans
Note I – Incentive Plans
The costs resulting from all share-based and cash-based incentive plans are recognized as an expense in the Consolidated Statements of Operations using a fair value-based measurement method over the periods that the awards vest.
The Annual Incentive Plan (AIP) authorizes the Compensation Committee (the Committee) to establish specific performance goals associated with annual cash awards that may be earned by officers, executives and certain other employees. Cash awards under the AIP are determined based on the Company’s actual financial and operating results as measured against the performance goals established by the Committee.
The 2020 Long-Term Incentive Plan (2020 Long-Term Plan) authorizes the Committee to make grants of the Company’s common stock to employees. These grants may be in the form of stock options (nonqualified or incentive), stock appreciation rights (SAR), restricted stock, restricted stock units (RSU), performance units, performance shares, dividend equivalents and other stock-based incentives. The 2020 Long-Term Plan expires in 2030. A total of five million shares are issuable during the term of the 2020 Long-Term Plan. Shares issued pursuant to awards granted under the 2020 Long-Term Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market. Shares underlying awards that have been canceled, expired, forfeited or otherwise not issued under an award shall not count as shares issued under the Plan.
During the six months ended June 30, 2024, the Committee granted the following awards from the 2020 Long-Term Plan:
Type of AwardNumber of Awards GrantedGrant DateGrant Date
Fair Value
Valuation Methodology
Performance-based RSUs (TSR) 1
423,640 February 6, 2024$41.95 Monte Carlo
Performance-based RSUs (ROACE) 1
105,980 February 6, 2024$38.08 Average Stock Price
Time-based RSUs (Stock-Settled) 2
658,420 February 6, 2024$38.08 Average Stock Price
Time-based RSUs (Cash-Settled) 2
102,900 February 6, 2024$38.08 Average Stock Price
Performance-based RSUs (TSR) 1
5,830 April 1, 2024$50.81 Monte Carlo
Performance-based RSUs (ROACE) 1
1,450 April 1, 2024$45.98 Average Stock Price
Time-based RSUs (Stock-Settled) 2
4,840 April 1, 2024$45.98 Average Stock Price
Time-based RSUs (Cash-Settled) 2
460 April 1, 2024$45.98 Average Stock Price
1 Performance-based RSUs are tied to the achievement of Total Shareholder Return (TSR) and Return on Average Capital Employed (ROACE) performance goals and are scheduled to vest three years from the date of grant if performance conditions are met.
2 Time-based RSUs generally vest on the third anniversary of the date of grant.
The Company also has a Stock Plan for Non-Employee Directors that permits the issuance of restricted stock, restricted stock units and stock options or a combination thereof to the Company’s Non-Employee Directors.
The Company currently has outstanding incentive awards issued to Directors under the 2021 Stock Plan for Non-Employee Directors (2021 NED Plan) and the 2018 Stock Plan for Non-Employee Directors. All awards on or after May 12, 2021, were made under the 2021 NED Plan.
During the six months ended June 30, 2024, the Committee granted the following awards to Non-Employee Directors under the 2021 NED Plan:
Type of AwardNumber of Awards GrantedGrant DateGrant Date Fair ValueValuation Methodology
Time-Based RSUs 1
47,412 February 07, 2024$37.97 Closing Stock Price
Time-Based RSUs 2
1,230 March 28, 2024$45.70 Closing Stock Price
Time-Based RSUs 2
1,364 June 28, 2024$41.24 Closing Stock Price
1 Non-employee directors time-based RSUs are scheduled to vest on the first anniversary of the date of grant. Non-employee directors may elect to defer settlement of their vested time-based RSUs until (1) termination of service from the Board or (2) a future date selected by the director at the time of their deferral election. These unvested time-based RSUs are included in the table above, will vest in one year, and become deferred RSUs.
2 Effective January 1, 2024, non-employee directors can elect to receive their annual cash retainers in the form of deferred RSUs. Director fees which are deferred into RSUs are calculated and expensed each quarter by taking fees earned in respect of the applicable quarter and dividing by the closing price of our common stock on the last trading day of the quarter. Each deferred RSU represents the right to receive one share of common stock following (1) termination of service from the Board or (2) a future date selected by the director at the time of their deferral election.
In 2017, the Company ceased granting stock options and SARs as a part of the Company’s long-term incentive compensation program. As of June 30, 2024 there were no outstanding stock options or SARs remaining.
Amounts recognized in the financial statements with respect to share-based plans are shown in the following table:
Six Months Ended
June 30,
(Thousands of dollars)20242023
Compensation charged against income before tax benefit$19,987 $23,684 
Related income tax benefit recognized in income2,067 3,444 
Certain incentive compensation granted to the Company’s named executive officers, to the extent their total compensation exceeds $1.0 million per executive per year, is not eligible for a U.S. income tax deduction under the Tax Cuts and Jobs Act (2017 Tax Act).