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Share-Based Compensation
9 Months Ended
Sep. 30, 2020
Share Based Compensation [Abstract]  
Disclosure Of Compensation Related Costs Share Based Payments [Text Block]
Note 8 – Share-Based Compensation
The Company recognized the following share-based compensation
 
expense in its Condensed Consolidated Statements of
Operations for the three and nine months ended
 
September 30, 2020 and 2019:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2020
2019
2020
2019
Stock options
$
353
$
455
$
1,138
$
888
Non-vested restricted stock awards and restricted stock
 
units
1,259
867
3,782
2,005
Non-elective and elective 401(k) matching contribution in
 
stock
910
2,072
Employee stock purchase plan
21
68
Director stock ownership plan
243
27
337
81
Performance stock units
280
560
Annual incentive plan
7,102
9,931
Total share-based
 
compensation expense
$
10,147
$
1,370
$
17,820
$
3,042
Share-based compensation expense is recorded in SG&A,
 
except for approximately $
0.4
 
million and $
1.2
 
million for the three
and nine months ended September 30, 2020, respectively,
 
and $
0.3
 
million and $
0.4
 
million for the three and nine months ended
September 30, 2019,
 
respectively, recorded
 
within Combination, integration and other acquisition-related expenses.
 
The increase in
total share-based compensation expense for the nine months
 
ended September 30, 2020 includes performance stock unit
 
s, annual
incentive
 
plan accruals, and non-elective and elective 401(k) matching
 
contributions
 
in stock as components
 
of share-based
compensation beginning in 2020, described further
 
below.
Stock Options
 
During the first quarter of 2020, the Company granted
 
stock options under its long-term incentive plan (“LTIP”)
 
that are subject
only to time-based vesting over a
three
-year period.
 
For the purposes of determining the fair value of stock option
 
awards, the
Company used a Black-Scholes option pricing model and
 
the assumptions set forth in the table below:
Number of options granted
49,115
Dividend yield
0.99
%
Expected volatility
31.57
%
Risk-free interest rate
0.36
%
Expected term (years)
4.0
The fair value of these options is amortized on a straight
 
-line basis over the vesting period.
 
As of September 30, 2020,
unrecognized compensation expense related to all stock options
 
granted was $
1.8
 
million, to be recognized over a weighted average
remaining period of
2.0
 
years.
Restricted Stock Awards
 
and Restricted Stock Units
 
During the nine months ended September 30, 2020, the
 
Company granted
27,841
 
non-vested restricted shares and
6,030
 
non-
vested restricted stock units under its LTIP
 
,
 
subject to time-based vesting, generally over a three-year period.
 
The fair value of these
grants is based on the trading price of the Company’s
 
common stock on the date of grant. The Company adjusts the
 
grant date fair
value of these awards for expected forfeitures based
 
on historical experience.
 
As of September 30, 2020, unrecognized compensation
expense related to the non-vested restricted shares was $
5.7
 
million, to be recognized over a weighted average remaining
 
period of
1.7
years, and unrecognized compensation expense
 
related to non-vested restricted stock units was $
1.0
 
million, to be recognized over a
weighted average remaining period of
2.1
 
years.
Performance Stock Units
In March 2020, the Company included performance
 
-dependent stock awards (“PSUs”) as a component of its LTIP,
 
which will be
settled in a certain number of shares subject to market
 
-based and time-based vesting conditions.
 
The number of fully vested shares
that may ultimately be issued as settlement for each
 
award may range from
0
% up to
200
% of the target award, subject to the
achievement of the Company’s
 
total shareholder return (“TSR”) relative to the performance
 
of the Company’s peer
 
group, the S&P
Midcap 400 Materials group.
 
The service period required for the PSUs is three years and
 
the TSR measurement period for the PSUs is
from January 1, 2020 through December 31, 2022.
 
Compensation expense for PSUs is measured based on
 
their grant date fair value and is recognized on a straight-line basis over
the three-year vesting period.
 
The grant-date fair value of the PSUs was estimated using a
 
Monte Carlo simulation on the grant date
and using the following assumptions: (i) a risk-free
 
rate of
0.28
%; (ii) an expected term of
3.0
 
years; and (iii) a three-year daily
historical volatility for each of the companies in the
 
peer group, including Quaker Houghton.
 
As of September 30, 2020, the Company estimates that it will
 
issue approximately
28,000
 
fully vested shares as of the settlement
date of the award based on the conditions of the
 
PSUs and Company’s closing
 
stock price on September 30, 2020.
 
As of September
30, 2020, there was approximately $
2.8
 
million of total unrecognized compensation cost related to PSUs which
 
the Company expects
to recognize over a weighted-average period of
2.5
 
years.
Annual Incentive Plan
The Company maintains an Annual Incentive Plan
 
(“AIP”), which may be settled in cash or a certain number of
 
shares subject to
performance-based and time-based vesting conditions.
 
It is the Company’s current
 
intention to settle the 2020 AIP in shares, and
therefore, expense associated with the AIP in 2020 is recorded
 
as a component of share-based compensation expense.
 
The number of
fully vested shares that may ultimately be issued as settlement
 
for each award is subject to the achievement of the Company’s
performance against certain internal financial and non-financial
 
metrics and approval by the Company’s
 
Compensation Committee.
 
Compensation expense for the AIP is measured based on the estimated
 
total value of the award.
 
The number of shares that will
ultimately be issued under the AIP award will be equal
 
to the final value of the award converted into a number of shares based on
 
the
trading price of the Company’s
 
common stock on the date of settlement.
 
As of September 30, 2020, the Company estimates that it
will issue approximately
74,000
 
fully vested shares as of the settlement date of the award
 
based on the conditions of the AIP,
 
the
Company’s projected
 
performance against its performance metrics and Company’s
 
closing stock price on September 30, 2020.
Defined Contribution Plan
 
The Company has a 401(k) plan with an employer
 
match covering a majority of its U.S. employees.
 
The Company matches
50
%
of the first
6
% of compensation that is contributed to the plan, with a maximum
 
matching contribution of
3
% of compensation.
 
Additionally, the
 
plan provides for non-elective nondiscretionary contributions
 
on behalf of participants who have completed one year
of service equal to
3
% of the eligible participant's compensation.
 
The Company’s matching contributions
 
and non-elective
contributions may be made in cash or in fully vested shares
 
of the Company’s common
 
stock.
 
Beginning in April 2020,
 
the Company
began matching both non-elective and elective 401(k)
 
contributions in fully vested shares of its common stock rather than
 
cash.
 
For
the three and nine months ended September 30, 2020,
 
total contributions were $
0.9
 
million and $
2.1
 
million, respectively.