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Stock-Based Compensation

12 Months Ended

Dec. 31, 2019

(13) Stock-Based Compensation

As of December 31, 2019, the Company maintains one stock incentive plan, the Second Amended and Restated 2004 Stock Incentive Plan (the “2004 Stock Incentive Plan”). At December 31, 2019, 1,148,907 shares of Class A common stock were authorized for future grants of new equity awards under this plan. The Company currently grants shares of deferred stock awards to key employees and stock awards to non-employee members of the Company’s Board of Directors under the 2004 Stock Incentive Plan. The Company also previously granted shares of restricted stock to key employees. Stock awards to non-employee members of the Company’s Board of Directors vest immediately. Employees’ restricted stock awards and deferred stock awards typically vest over a three-year period at the rate of one-third per year. The restricted stock awards are outstanding upon grant whereas the deferred stock awards are outstanding upon vesting. The restricted stock awards and deferred stock awards are amortized to expense on a straight-line basis over the vesting period.

The Company also grants performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units cliff vest at the end of a performance period set by the Compensation Committee of the Board of Directors at the time of grant. Upon vesting, the number of shares of the Company’s Class A common stock awarded to each performance stock unit recipient will be determined based on the Company’s performance relative to certain performance goals set at the time the performance stock units were granted. The recipient of a performance stock unit award may earn from zero shares to twice the number of target shares awarded to such recipient. The performance stock units are amortized to expense over the vesting period, and based on the Company’s performance relative to the performance goals, may be adjusted. Changes to the estimated shares expected to vest will result in adjustments to the related share-based compensation expense that will be recorded in the period of change. If the performance goals are not met, no awards are earned and previously recognized compensation expense is reversed. The Company granted performance stock units in 2019, 2018, and 2017. The performance goals for the performance stock units are based on the compound annual growth rate of the Company’s revenue over the three-year performance period and the Company’s return on invested capital (“ROIC”) for the third year of the performance period.

Beginning in 2019, the Company included “retirement vesting” provisions in the agreements for its deferred stock awards and performance stock units. These provisions provide that an employee who retires from the Company after attaining age 55 and 10 years of service and who meets certain other requirements, including non-competition and non-solicitation requirements, would be allowed to continue to vest in his or her deferred stock awards for the duration of the vesting periods and would be entitled to receive a pro rata portion of his or her performance stock units based on the period of service elapsed during the performance period.

Beginning in 2015, the Company stopped granting stock options as part of its annual equity awards to employees. Previously under the 2004 Stock Incentive Plan, key employees were granted nonqualified stock options to purchase the Company’s Class A common stock. Minimal options remain outstanding, all of which are vested and expire ten years from the date of grant. Options granted under the plan may have exercise prices of not less than 100% of the fair market value of the Class A common stock on the date of grant. The Company’s practice was to grant all options at fair market value on the grant date. Upon exercise of options, the Company issues shares of Class A common stock.

The Company also has a Management Stock Purchase Plan that allows for the granting of restricted stock units (RSUs) to key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Participating employees may use up to 50% of their annual incentive bonus to purchase RSUs for a purchase price equal to 80% of the fair market value of the Company’s Class A common stock as of the date of grant. RSUs vest either annually over a three-year period from the grant date or upon the third anniversary of the grant date. Receipt of the shares underlying RSUs is deferred for a minimum of three years, or such greater number of years as is chosen by the employee, from the date of grant. An aggregate of 2,000,000 shares of Class A common stock may be issued under the Management Stock Purchase Plan. At December 31, 2019, 741,048 shares of Class A common stock were authorized for future grants under the Company’s Management Stock Purchase Plan.

2004 Stock Incentive Plan

The following is a summary of unvested restricted stock and deferred stock awards activity and related information:


	Year Ended December 31,
	2019			2018			2017
		Weighted			Weighted			Weighted
		Average			Average			Average
		Grant Date			Grant Date			Grant Date
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
	(Shares in thousands)
Unvested at beginning of year	216	$	71.28	217	$	57.31	210	$	53.79
Granted	96		78.54	153		80.52	139		60.88
Vested	(102)		68.83	(126)		59.52	(123)		55.35
Cancelled/Forfeitures	(14)		56.97	(28)		66.24	(9)		55.55
Unvested at end of year	196	$	76.56	216	$	71.28	217	$	57.31

The total fair value of shares vested during 2019, 2018 and 2017 was $8.4 million, $10.2 million and $7.7 million, respectively. At December 31, 2019, total unrecognized compensation cost related to unvested restricted stock and deferred stock awards was approximately $8.8 million with a total weighted average remaining term of 1.53 years. For 2019, 2018 and 2017, the Company recognized compensation costs of $8.5 million, $7.6 million and $6.9 million, respectively.

The aggregate intrinsic value of restricted stock and deferred shares granted and outstanding approximated $19.6 million representing the total pre-tax intrinsic value based on the Company’s closing Class A common stock price of $99.76 as of December 31, 2019.

The following is a summary of unvested performance stock award activity and related information:


	Year Ended December 31,
	2019			2018			2017
		Weighted			Weighted			Weighted
		Average			Average			Average
		Grant Date			Grant Date			Grant Date
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
	(Shares in thousands)
Unvested at beginning of year	249	$	66.15	273	$	58.23	267	$	56.96
Granted	88		77.58	96		81.51	98		60.45
Vested	(82)		55.27	(80)		58.96	(54)		56.81
Cancelled/Forfeitures	(17)		71.50	(40)		63.43	(38)		57.12
Unvested at end of year	238	$	73.84	249	$	66.15	273	$	58.23

The total fair value of shares vested during 2019, 2018 and 2017 was $6.3 million, $5.8 million and $3.5 million, respectively. At December 31, 2019, total unrecognized compensation cost related to unvested performance stock awards was approximately $7.8 million with a total weighted average remaining term of 1.50 years. For 2019, 2018 and 2017, the Company recognized compensation costs of $8.5 million, $5.2 million and $4.8 million, respectively.

The aggregate intrinsic value of performance shares granted and outstanding approximated $23.7 million representing the total pre-tax intrinsic value based on the Company’s closing Class A common stock price of $99.76 as of December 31, 2019.

The following is a summary of stock option activity and related information:


	Year Ended December 31,
	2019					2018			2017
		Weighted		Weighted			Weighted			Weighted
		Average		Average			Average			Average
		Exercise		Intrinsic			Exercise			Exercise
	Options	Price		Value		Options	Price		Options	Price
	(Options in thousands)
Outstanding at beginning of year	49	$	55.25			95	$	54.91	130	$	54.46
Cancelled/Forfeitures	(1)		57.47			—		—	(3)		55.81
Exercised	(38)		55.63			(46)		54.55	(32)		53.19
Outstanding at end of year	10	$	53.65	$	46.11	49	$	55.25	95	$	54.91
Exercisable at end of year	10	$	53.65	$	46.11	49	$	55.25	93	$	54.85

For 2019 and 2018, the Company did not recognize any compensation costs for options. For 2017, the Company recognized compensation cost for options of $0.5 million. As of December 31, 2019, there was no unrecognized compensation cost related to unvested options. As of December 31, 2019, the aggregate intrinsic value of exercisable options was approximately $0.5 million, representing the total pre-tax intrinsic value, based on the Company’s closing Class A common stock price of $99.76 as of December 31, 2019, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of options exercised for 2019, 2018 and 2017 was approximately $1.3 million, $1.2 million, $0.5 million, respectively.

The following table summarizes information about options outstanding at December 31, 2019:


	Options Outstanding				Options Exercisable
		Weighted Average	Weighted Average			Weighted Average
	Number	Remaining Contractual	Exercise		Number	Exercise
Range of Exercise Prices	Outstanding	Life (years)	Price		Exercisable	Price
	(Options in thousands)
$37.41-$37.41	1,000	2.59	$	37.41	1,000	$	37.41
$54.76–$57.47	8,862	3.85		55.48	8,862		55.48
	9,862	3.72	$	53.65	9,862	$	53.65

Management Stock Purchase Plan

Total unrecognized compensation cost related to unvested RSUs was approximately $0.9 million at December 31, 2019 with a total weighted average remaining term of 1.41 years. The Company recognized compensation cost of $0.8 million for 2019, and $1.0 million in 2018 and 2017. Dividends declared for RSUs, that are paid to individuals but remain unpaid at December 31, 2019 totaled approximately $0.1 million.

A summary of the Company’s RSU activity and related information is shown in the following table:


	Year Ended December 31,
	2019					2018				2017
		Weighted			Weighted			Weighted			Weighted
		Average			Average			Average			Average
		Purchase			Intrinsic			Purchase			Purchase
	RSUs	Price			Value	RSUs		Price		RSUs	Price
	(RSU’s in thousands)
Outstanding at beginning of year	154	$	45.02				174	$	39.68	148	$	36.37
Granted	37		63.77				36		61.84	47		49.92
Settled	(79)		35.63				(46)		37.34	(18)		39.09
Cancelled/Forfeitures	(2)		56.25				(10)		48.82	(3)		41.55
Outstanding at end of year	110	$	57.91	$	41.85	$	154	$	45.02	174	$	39.68
Vested at end of year	35	$	52.67	$	47.09	$	66	$	38.17	57	$	36.26

As of December 31, 2019, the aggregate intrinsic values of outstanding and vested RSUs were approximately $4.6 million and $1.6 million, respectively, representing the total pre-tax intrinsic value, based on the Company’s closing Class A common stock price of $99.76 as of December 31, 2019, which would have been received by the RSUs holders had all RSUs settled as of that date. The total intrinsic value of RSUs settled for 2019, 2018 and 2017 was approximately $3.5 million, $1.8 million and $0.4 million, respectively. Upon settlement of RSUs, the Company issues shares of Class A common stock.

The following table summarizes information about RSUs outstanding at December 31, 2019:


	RSUs Outstanding			RSUs Vested
		Weighted Average			Weighted Average
	Number	Purchase		Number	Purchase
Range of Purchase Prices	Outstanding	Price		Vested	Price
	(RSUs in thousands)
$35.41-$40.27	2	$	36.61	2	$	36.61
$49.92-$63.77	108		58.27	33		53.57
	110	$	57.91	35	$	52.67

The fair value of each share issued under the Management Stock Purchase Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:


	Year Ended
	December 31,
	2019		2018		2017
Expected life (years)	3.0		3.0		3.0
Expected stock price volatility	23.3	%	24.1	%	25.0	%
Expected dividend yield	1.1	%	1.0	%	1.2	%
Risk-free interest rate	2.5	%	2.4	%	1.5	%

The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company’s best estimate of the expected future dividend yield.

The above assumptions were used to determine the weighted average grant-date fair value of RSUs granted of $22.16, $21.80 and $16.84 during 2019, 2018 and 2017, respectively.

At December 31, 2019, the Company had total unrecognized compensation costs related to unvested stock-based compensation arrangements of approximately $17.5 million and a total weighted average remaining term of 1.51 years. For 2019, 2018 and 2017, the Company recognized compensation costs related to stock-based programs of $17.8 million, $13.8 million and $13.9 million, respectively. For 2019, 2018 and 2017, stock compensation expense of $0.9 million, $0.9 million and $0.8 million, respectively, was recorded in cost of goods sold and $16.9 million, $12.9 million and $13.1 million, respectively, was recorded in selling, general and administrative expenses. For 2017, the Company

recorded approximately $0.1 million of tax benefits for the compensation expense relating to its stock options. For 2019, 2018 and 2017, the Company recorded $3.1 million, $2.8 million and $3.9 million, respectively, of tax benefit for its other stock-based plans. For 2019, 2018 and 2017, the recognition of total stock-based compensation expense impacted both basic and diluted net income per common share by $0.42, $0.32 and $0.28, respectively.