XML 28 R14.htm IDEA: XBRL DOCUMENT v3.21.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2021
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 Condensed Consolidated Statements of
Operations for the three months ended March 31, 2021
 
and 2020:
Three Months Ended
March 31,
 
2021
2020
Stock options
$
308
$
432
Non-vested stock awards and restricted stock units
1,396
1,264
Non-elective and elective 401(k) matching contribution in
 
stock
1,553
Director stock ownership plan
203
40
Performance stock units
319
Annual incentive plan
2,946
Total share-based
 
compensation expense
$
3,779
$
4,682
Share-based compensation expense is recorded in SG&A,
 
except for $
0.3
 
million and $
0.5
 
million during the three months ended
March 31, 2021 and 2020, respectively,
 
recorded within Combination, integration and other acquisition
 
-related expenses.
 
The change
in total share-based compensation expense for the three
 
months ended March 31, 2021 includes performance stock units
 
and non-
elective 401(k) matching contributions in stock but excludes annual
 
incentive plan costs as a component of share-based compensation
beginning in 2020, each described further below.
Stock Options
During the first quarter of 2021, the Company granted
 
stock options under its long-term incentive plan (“LTIP
 
”) that are subject
only to time 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
23,733
Dividend yield
0.85
%
Expected volatility
37.33
%
Risk-free interest rate
0.60
%
Expected term (years)
4.0
The fair value of these options is amortized on a straight
 
-line basis over the vesting period.
 
As of March 31, 2021, unrecognized
compensation expense related to all stock options
 
granted was $
2.8
 
million, to be recognized over a weighted average remaining
period of
2.5
 
years.
Restricted Stock Awards
 
and Restricted Stock Units
During the first quarter of 2021, the Company granted
12,610
 
nonvested restricted shares and
2,791
 
nonvested 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 March 31, 2021, unrecognized compensation expense
 
related to the
nonvested restricted shares was $
6.3
 
million, to be recognized over a weighted average remaining period
 
of
2.1
 
years, and
unrecognized compensation expense related to nonvested
 
restricted stock units was $
1.3
 
million, to be recognized over a weighted
average remaining period of
2.3
 
years.
Performance Stock Units
During the first quarter of 2021,
 
the Company granted 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 of the year of grant
 
through December 31 of the year prior to issuance.
 
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 granted during
 
the first quarter of 2021 was estimated using a
Monte Carlo simulation on the grant date and using the
 
following assumptions: (i) a risk-free rate of
0.29
%; (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 March 31, 2021, the Company estimates that it will issue
 
approximately
28,000
 
fully vested shares as of the applicable
settlement dates of all outstanding PSU awards, based
 
on the conditions of the PSUs and performance to date for each
 
award. As of
March 31, 2021, there was approximately $
4.8
 
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.
 
As of March 31, 2020, it was the Company’s
 
intention 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.
In the fourth quarter of 2020, the Company determined
 
that it would settle the 2020 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
 
Condensed Consolidated Statement of Operations for
 
the periods as both are a component of SG&A.
 
As of March 31, 2021, it is the Company’s
 
intention to settle the 2021 AIP in cash.
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 participants’ compensation.
 
Beginning in April 2020 and continuing until April 2021, the
Company matched both non-elective and elective 401(k)
 
contributions in fully vested shares
 
of the Company’s common
 
stock rather
than cash.
 
Total Company contributions
 
were $
1.5
 
million for the three months ended March 31, 2021.
 
There were no similar
matching contributions in stock for the three months
 
ended March 31, 2020.