XML 146 R25.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Share-Based Compensation Arrangements
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Arrangements Share-Based Compensation Arrangements
Washington Trust’s share-based compensation plans are described below.

The 2013 Stock Option and Incentive Plan (the “2013 Plan”) was approved by shareholders on April 23, 2013. Under the 2013 Plan, the maximum number of shares of the Bancorp’s common stock to be issued is 1,748,250. The 2013 Plan permits the granting of stock options and other equity incentives to officers, employees, directors and other key persons.

The 2003 Stock Incentive Plan (the “2003 Plan”) was amended and restated and approved by shareholders in April 2009.  Under the 2003 Plan, as amended and restated, the maximum number of shares of Bancorp’s common stock to be issued was 1,200,000 shares and the number of shares that could be issued in the form of awards other than stock options or stock appreciation rights was 400,000.  The 2003 Plan permitted the granting of stock options and other equity incentives to officers, employees, directors and other key persons until the 2003 Plan’s expiration on April 28, 2019.

The exercise price of each stock option may not be less than the fair market value of the Bancorp’s common stock on the date of grant, and options shall have a term of no more than ten years. Stock options are designated as either non-qualified or incentive stock options. In general, the stock option price is payable in cash, by the delivery of shares of common stock already owned by the grantee, or a combination thereof.  With respect only to non-qualified stock option grants issued under the 2013 Plan, the exercise may also be accomplished by withholding the exercise price from the number of shares that would otherwise be delivered upon a cash exercise of the option.

Performance share awards are granted in order to provide certain key employees of the Corporation the opportunity to earn shares of common stock, the number of which is determined pursuant to, and subject to the attainment of, performance goals during a specified measurement period.  The number of shares vested and earned will be contingent upon the Corporation’s attainment of certain performance measures as detailed in the performance share award agreements.

Vesting of stock options and share awards may accelerate or may be subject to proportional vesting if there is a change in control, disability, retirement or death (as defined in the 2013 Plan and the 2003 Plan).

The following table presents share-based compensation expense and the related income tax benefits recognized in the Consolidated Statements of Income for stock options, nonvested share units and nonvested performance share units:
(Dollars in thousands)
 
 
 
 
 
Years ended December 31,
2019

 
2018

 
2017

Share-based compensation expense

$3,124

 

$2,602

 

$2,577

Related income tax benefits (1)

$982

 

$1,108

 

$1,114


(1)
Includes $248 thousand, $496 thousand, and $508 thousand, respectively, of excess tax benefits recognized upon the settlement of share-based compensation awards in 2019, 2018 and 2017.

As of December 31, 2019, there was $5.0 million of total unrecognized compensation cost related to share-based compensation arrangements, including stock options, nonvested share units and performance share units granted under the Plans.  That cost is expected to be recognized over a weighted average period of 2.01 years.

Stock Options
Washington Trust uses historical data to estimate stock option exercise and employee departure behavior in the option-pricing model. The expected term of options granted was derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding.  Expected volatility was based on historical volatility of Washington Trust shares.  The risk-free rate for periods within the contractual life of the stock option was based on the U.S. Treasury yield curve in effect at the date of grant.

The following presents the assumptions used in determining the grant date fair value of the stock option awards granted to certain key employees:
 
2019

 
2018

 
2017

Options granted
61,800
 
47,950
 
47,725
Cliff vesting period (years)
3

 
3

 
3

Expected term (years)
6.5

 
6.5

 
7.0

Expected dividend yield
3.40
%
 
3.39
%
 
3.57
%
Weighted average expected volatility
23.05
%
 
22.73
%
 
27.10
%
Weighted average risk-free interest rate
1.71
%
 
3.14
%
 
1.70
%
Weighted average grant-date fair value
$7.44
 
$9.74
 
$10.60

The following table presents a summary of the status of Washington Trust’s stock options outstanding as of and for the year ended December 31, 2019:
 
Number of Stock Options
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (Years)
 
Aggregate Intrinsic Value (000’s)
Beginning of period
222,615

 

$42.92

 
 
 
 
Granted
61,800

 
48.65

 
 
 
 
Exercised
(35,600
)
 
35.70

 
 
 
 
Forfeited or expired

 

 
 
 
 
End of period
248,815

 

$45.38

 
7.27
 

$2,308

At end of period:
 
 
 
 
 
 
 
Options exercisable
95,240

 

$33.57

 
4.71
 

$1,926

Options expected to vest in future periods
153,575

 

$52.70

 
8.85
 

$382



The total intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of an option on the exercise date.

The following table presents additional information concerning options outstanding and options exercisable at December 31, 2019:
 
Options Outstanding
 
Options Exercisable
Exercise Price Ranges
Number of
Shares
 
Weighted Average
Remaining Life (Years)
 
Weighted Average
Exercise Price
 
Number of Shares
 
Weighted Average
Exercise Price
$15.01 to $20.00
4,100

 
0.42

 

$17.52

 
4,100

 

$17.52

$20.01 to $25.00
22,015

 
2.14

 
22.89

 
22,015

 
22.89

$25.01 to $30.00

 

 

 

 

$30.01 to $35.00
19,775

 
4.16

 
32.76

 
19,775

 
32.76

$35.01 to $40.00
22,100

 
5.72

 
39.22

 
18,100

 
39.55

$40.01 to $45.00
31,250

 
6.80

 
40.25

 
31,250

 
40.25

$45.01 to $50.00
61,800

 
9.80

 
48.65

 

 

$50.01 to $55.00
47,950

 
8.80

 
54.74

 

 

$55.01 to $60.00
39,825

 
7.80

 
58.05

 

 

 
248,815

 
7.27

 

$45.38

 
95,240

 

$33.57



The total intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was $580 thousand, $833 thousand and $1.0 million, respectively.

Nonvested Share Units
In 2019, 2018 and 2017, the Corporation granted to directors and certain key employees 26,070, 13,430 and 15,900 nonvested share units, respectively, with 3- to 5-year cliff vesting.

The following table presents a summary of the status of Washington Trust’s nonvested share units as of and for the year ended December 31, 2019:
 
Number of Shares
 
Weighted Average Grant Date Fair Value
Beginning of period
45,350

 

$48.73

Granted
26,070

 
49.81

Vested
(17,530
)
 
40.26

Forfeited

 

End of period
53,890

 

$52.01



Nonvested Performance Share Units
The Corporation granted performance share units to certain key employees providing the opportunity to earn shares of common stock over a 3- to 5-year performance period.

The following table presents a summary of the performance share unit awards as of December 31, 2019:
 
 
 
Grant Date Fair Value per Share
 
Weighted Average Current Performance Assumption
 
Expected Number of Shares
Performance share units awarded in:
2019
 
$52.84
 
138%
 
43,360

 
2018
 
54.25
 
140%
 
41,454

 
2017
 
51.85
 
150%
 
24,150

Total
 
 
 
 
 
 
108,964



The following table presents a summary of the status of Washington Trust’s performance share units as of and for the year ended December 31, 2019:
 
Number of Shares
 
Weighted Average Grant Date Fair Value
Beginning of period
93,604

 

$48.20

Granted
43,360

 
52.84

Vested
(28,239
)
 
36.11

Forfeited
239

 
36.11

End of period
108,964

 

$53.16