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Share-Based Compensation
12 Months Ended
Dec. 31, 2020
Disclosure of Compensation Related Costs, Share-based Payments [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 Consolidated Statements
 
of Income for the years
ended December 31, 2020, 2019 and 2018:
2020
2019
2018
Stock options
$
1,491
$
1,448
$
1,053
Non-vested stock awards and restricted stock units
5,012
3,206
2,459
Non-elective and elective 401(k) matching contribution in
 
stock
3,112
Employee stock purchase plan
84
89
Director stock ownership plan
541
123
123
Performance stock units
840
Annual incentive plan (1)
Total share-based
 
compensation expense
$
10,996
$
4,861
$
3,724
(1) Refer to the section entitled
Annual Incentive Plan
 
below for additional information.
Share-based compensation expense is recorded in SG&A,
 
except for $
1.5
 
million, $
0.9
 
million and $
0.1
 
million during the years
ended December 31, 2020,
 
2019 and 2018,
 
respectively, recorded
 
within Combination,
 
integration and other acquisition-related
expenses.
 
The increase in total share-based compensation expense for
 
the year ended December 31, 2020 includes performance stock
units 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
 
Stock option activity under all plans is as follows:
Weighted
 
Weighted
Average
Average
Exercise
 
Remaining
Aggregate
Number of
Price
 
Contractual
Intrinsic
Options
(per option)
Term
 
(years)
Value
Options outstanding as of January 1, 2020
144,412
$
137.15
Options granted
49,115
136.64
Options exercised
(83,191)
128.42
Options outstanding as of December 31, 2020
110,336
$
143.51
5.2
$
12,015
Options expected to vest after December 31, 2020
92,890
$
144.86
5.6
$
9,990
Options exercisable as of December 31, 2020
17,446
$
136.32
3.4
$
2,025
The total intrinsic value of options exercised during the years ended
 
December 31, 2020, 2019 and 2018 was approximately
$6.5
 
million,
$2.5
 
million and
$2.0
 
million, respectively.
 
Intrinsic value is calculated as the difference between
 
the current market price of
the underlying security and the strike price of a related
 
option.
A summary of the Company’s
 
outstanding stock options as of December 31, 2020 is as follows:
Weighted
Average
Weighted
Weighted
Number
Remaining
Average
Number
Average
Range of
of Options
Contractual
Exercise Price
of Options
Exercise Price
Exercise Prices
Outstanding
Term
 
(years)
(per option)
Exercisable
(per option)
$
70.01
 
-
$
80.00
 
2,133
1.0
$
72.12
2,133
$
72.12
$
80.01
 
-
$
90.00
 
1,309
1.0
87.30
1,309
87.30
$
90.01
 
-
$
130.00
 
$
130.01
 
-
$
140.00
 
51,732
6.0
136.54
2,617
134.60
$
140.01
 
-
$
150.00
 
$
150.01
 
-
$
160.00
 
55,162
4.8
154.14
11,387
154.37
110,336
5.2
143.51
17,446
136.32
As of December 31, 2020, unrecognized compensation expense
 
related to options granted in 2020, 2019 and 2018 was
$1.2
million,
$0.3
 
million and less than
$0.1
 
million, respectively, to be
 
recognized over a weighted average period of
1.9
 
years.
The Company granted stock options under its LTIP
 
plan that are subject only to time vesting generally over a
 
three-year period
during 2020,
 
2019,
 
2018 and 2017.
 
For the purposes of determining the fair value of stock option
 
awards, the Company uses the
Black-Scholes option pricing model and the assumptions
 
set forth in the table below:
2020
2019
2018
2017
Number of stock options granted
49,115
51,610
35,842
42,477
Dividend yield
0.99
%
1.12
%
1.37
%
1.49
%
Expected volatility
31.57
%
26.29
%
24.73
%
25.52
%
Risk-free interest rate
0.36
%
1.52
%
2.54
%
1.67
%
Expected term (years)
4.0
4.0
4.0
4.0
The fair value of these options is being amortized on a
 
straight-line basis over the respective vesting period of each award.
 
The
compensation expense recorded on each award during
 
the years ended December 31, 2020, 2019 and 2018, respectively,
 
is as follows:
2020
2019
2018
2020 Stock option awards
$
385
$
$
2019 Stock option awards
698
665
2018 Stock option awards
357
364
310
2017 Stock option awards
51
369
367
Restricted Stock Awards
Activity of non-vested restricted stock awards granted
 
under the Company’s LTIP
 
plan is shown below:
Number of
Weighted Average
 
Grant
 
Shares
Date Fair Value
 
(per share)
Nonvested awards, December 31, 2019
64,500
$
152.67
 
Granted
28,244
145.63
 
Vested
(19,195)
148.15
 
Forfeited
(1,781)
150.27
 
Nonvested awards, December 31, 2020
71,768
$
151.17
The fair value of the non-vested stock 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 for expected
 
forfeitures based on historical experience for similar
 
awards.
 
As of December
31, 2020, unrecognized compensation expense related to
 
these awards was
$4.7
 
million, to be recognized over a weighted average
remaining period of
1.6
 
years.
Restricted Stock Units
Activity of non-vested restricted stock units granted under
 
the Company’s LTIP
 
plan is shown below:
Number of
Weighted Average
 
Grant
 
Units
Date Fair Value
 
(per unit)
Nonvested awards, December 31, 2019
8,655
$
152.09
 
Granted
6,030
141.65
 
Vested
(1,791)
141.92
 
Forfeited
(2,049)
153.50
 
Nonvested awards, December 31, 2020
10,845
$
147.70
The fair value of the non-vested restricted stock units 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 for expected forfeitures
 
based on historical experience for similar awards.
 
As of
December 31, 2020, unrecognized compensation expense
 
related to these awards was
$0.8
 
million, to be recognized over a weighted
average remaining period of
2.0
 
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 December 31, 2020, the Company estimates that it will issue
 
approximately
20,000
 
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 December 31, 2020.
 
As of December
31, 2020, there was approximately $
2.5
 
million of total unrecognized compensation cost related to PSUs which
 
the Company expects
to recognize over a weighted-average period of
2.2
 
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.
 
As previously disclosed within the Company’s
 
Form 10-Q for the first three
quarters of 2020, it was the Company’s
 
intention at that time to settle the 2020 AIP in shares, and
 
therefore, expense associated with
the AIP in 2020 was recorded as a component of share
 
-based compensation expense during the first nine months of 2020.
 
In the fourth quarter of 2020, the Company determined
 
that it would settle the current year AIP in cash.
 
Therefore, the share-
based compensation associated with the AIP during
 
the year ended December 31, 2020 was reclassified from a
 
component of share-
based compensation expense to incentive compensation.
 
This determination and conclusion had no impact on
 
the classification of
AIP expense within the Company’s
 
Consolidated Statement of Income for the year ended December
 
31, 2020 as both are a component
of SG&A.
 
As a result of the change, there was an immaterial impact
 
on the Company’s calculation
 
of diluted earnings per share for the year
ended December 31, 2020 as the Company no longer considers
 
the estimated number of shares related to a hypothetical
 
AIP
settlement in shares as a component of its diluted earnings
 
per share calculation.
 
In addition, there was no impact on the Company’s
 
Consolidated Balance Sheet as of December 31, 2020, as the
 
AIP was and
continues to be classified as a liability and included within
 
accrued compensation.
 
Similarly, there was a
 
reclassification on the
Company’s Consolidated
 
Statement of Cash Flow between lines within Net cash provided by
 
operating activities in the fourth quarter
of 2020.
 
The expected cash flow impact of the AIP settled in cash is presented
 
as a component of accounts payable and accrued
liabilities for the year ended December 31, 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 year ended December 31, 2020, total contributions
 
were $
3.1
 
million.
Employee Stock Purchase Plan
In 2000, the Board adopted an Employee Stock Purchase
 
Plan (“ESPP”) whereby employees may purchase Company stock
through a payroll deduction plan.
 
Purchases were made from the plan and credited to each
 
participant’s account on
 
the last day of
each calendar month in which the organized
 
securities trading markets in the U.S. were open for business (the
 
“Investment Date”).
 
The purchase price of the stock was
85
% of the fair market value on the Investment Date.
 
The plan was compensatory,
 
and the
15
%
discount was expensed on the Investment Date.
 
All employees, including officers, were eligible to participate
 
in this plan.
 
A
participant could withdraw all uninvested payment
 
balances credited to a participant’s
 
account at any time.
 
An employee whose stock
ownership of the Company exceeds five percent of
 
the outstanding common stock was not eligible to participate in this plan.
 
Effective January 1, 2020, the Company
 
discontinued the ESPP.
2013 Director Stock Ownership Plan
In 2013, the Company adopted the 2013 Director Stock
 
Ownership Plan (the “Plan”), to encourage the Directors to increase their
investment in the Company,
 
which was approved at the Company’s
 
May 2013 shareholders’ meeting.
 
The Plan authorizes the
issuance of up to
75,000
 
shares of Quaker common stock in accordance with
 
the terms of the Plan in payment of all or a portion of the
annual cash retainer payable to each of the Company’s
 
non-employee directors in 2013 and subsequent years during
 
the term of the
Plan.
 
Under the Plan, each director who, on May 1
 
of the applicable calendar year, owns less than
400
% of the annual cash retainer
for the applicable calendar year,
 
divided by the average of the closing price of a share of
 
Quaker Common Stock as reported by the
composite tape of the New York
 
Stock Exchange for the previous calendar year (the “Threshold Amount”),
 
is required to receive
75
%
of the annual cash retainer in Quaker common stock and
25
% of the retainer in cash, unless the director elects to receive a
 
greater
percentage of Quaker common stock, up to
100
% of the annual cash retainer for the applicable year.
 
Each director who owns more
than the Threshold Amount may elect to receive
 
common stock in payment of a percentage (up to
100
%) of the annual cash retainer.
 
The annual retainer is $
0.1
 
million and the retainer payment date is June 1.