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Share-based Payment Arrangements
9 Months Ended
Sep. 26, 2020
Share-based Payment Arrangements
(3)
Share-based Payment Arrangements
As of September 26, 2020, the Company had two employee equity incentive plans, the 2002 employee stock option and stock incentive plan (the “ESOSIP”) and the 2011 equity incentive plan (the “2011 EIP”). No further grants can be made under the ESOSIP. The Company also has a stock compensation plan for members of its Board of Directors, the Amended and Restated 2013 Directors Stock
Compensation Plan (as amended and restated as of May 17, 2016, the “2013 DSCP”). 6,000,000 shares of the Company’s common stock
were
authorized for issuance under the 2011 EIP and 115,000 shares of the Company’s common stock were authorized for issuance under the 2013 DSCP. The ESOSIP, 2011 EIP and 2013 DSCP are each referred to herein as a “Plan,” and, collectively, as the “Plans.” Amounts recognized in the financial statements with respect to these Plans are as follows (in thousands):
 
    
Thirty Nine Weeks Ended
    
Thirteen Weeks Ended
 
    
September 26,

2020
    
September 28,

2019
    
September 26,

2020
    
September 28,

2019
 
Total cost of the Plans during the period
   $ 2,691      $ 4,470      $  1,490      $  1,102  
Amount of related income tax benefit recognized during the period
     (1,618      (4,125      (483      (391
  
 
 
    
 
 
    
 
 
    
 
 
 
Net cost of the Plans during the period
     $ 1,073      $ 345      $ 1,007      $ 711  
  
 
 
    
 
 
    
 
 
    
 
 
 
Included in income tax benefits recognized in the thirty-nine-week periods ended September 26, 2020 and September 28, 2019 were excess tax benefits from stock-based awards of $927,000 and $2,968,000, respectively.
As of September 26, 2020, there were 60,586 shares of the Company’s common stock reserved for issuance under the 2013 DSCP and 3,675,862 shares of the Company’s common stock reserved for issuance in the aggregate under the ESOSIP and 2011 EIP.
Restricted Stock Units
The following table summarizes information regarding the Company’s outstanding restricted stock unit (“RSU”) awards with either a performance condition or a market condition under the Plans:
 
    
Number of
RSUs
    
Weighted Average

Grant Date
Fair Value
 
Outstanding at December 28, 2019
     198,875      $ 84.37  
Granted
     59,719      $  102.62  
Shares earned in excess of target
(1)
     11,648      $ 77.00  
Vested shares, including shares earned in excess of target
     (76,290    $ 73.44  
Forfeited
     (10,987    $ 100.55  
  
 
 
    
Outstanding at September 26, 2020
     182,965      $ 93.44  
  
 
 
    
 
(1)
Represents additional shares earned under the February 2, 2017 RSU awards as 2019 financial results exceeded target performance level.
During the thirty-nine-week period ended September 26, 2020, the Company granted RSUs with a performance condition. Outstanding RSUs at both December 28, 2019 and September 26, 2020 include RSUs with a performance condition and RSUs with a market condition, as further described below and in the Company’s 2019 Annual Report on Form
10-K.
RSUs with a performance condition granted on January 31, 2020 may vest on January 31 of 2023, 2024 and 2025 based on growth in operating income and
pre-tax
income per diluted share from continuing operations attributable to Landstar System, Inc. and subsidiary as compared to the results from the 2019 fiscal year.
The Company recognized approximately $415,000 and $2,477,000 of share-based compensation expense related to RSU awards in the thirty-nine-week periods ended September 26, 2020 and September 28, 2019, respectively. As of September 26, 2020, there was a maximum of $34.6 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.1 years. With respect to RSU awards with a performance condition, the amount of future compensation expense to be recognized will be determined based on future operating results.
 
Stock Options
The following table summarizes information regarding the Company’s outstanding stock options under the Plans:
 
    
Number of

Options
    
Weighted Average
Exercise Price

per Share
    
Weighted Average

Remaining
Contractual

Term (years)
    
Aggregate Intrinsic

Value (000s)
 
Options outstanding at December 28, 2019
     44,467      $  51.24        
Exercised
     (23,717    $ 49.31        
  
 
 
          
Options outstanding at September 26, 2020
     20,750      $ 53.44        1.9      $  1,499  
  
 
 
          
Options exercisable at September 26, 2020
     20,750      $ 53.44        1.9      $ 1,499  
  
 
 
          
The total intrinsic value of stock options exercised during the thirty-nine-week periods ended September 26, 2020 and September 28, 2019 was $1,599,000 and $1,877,000, respectively.
As of September 26, 2020, there was no unrecognized compensation cost related to stock options granted under the Plans.
Non-vested
Restricted Stock and Deferred Stock Units
The following table summarizes information regarding the Company’s outstanding shares of
non-vested
restricted stock and Deferred Stock Units (defined below) under the Plans:
 
    
Number of Shares

and Deferred Stock
Units
    
Weighted Average

Grant Date

Fair Value
 
Non-vested
at December 28, 2019
     64,808      $ 98.24  
Granted
     26,604      $ 111.88  
Vested
     (28,621    $ 98.83  
Forfeited
     (2,351    $ 106.34  
  
 
 
    
Non-vested
at September 26, 2020
     60,440      $ 103.65  
  
 
 
    
The fair value of each share of
non-vested
restricted stock issued and Deferred Stock Unit granted under the Plans is based on the fair value of a share of the Company’s common stock on the date of grant. Shares of non-vested restricted stock are generally subject to vesting in three equal annual installments either on the first, second and third anniversary of the date of the grant or the third, fourth and fifth anniversary of the date of the grant, or 100% on the first or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2013 DSCP plan, each recipient may elect to defer receipt of shares and instead receive restricted stock units (“Deferred Stock Units”), which represent contingent rights to receive shares of the Company’s common stock on the date of recipient separation from service from the Board of Directors, or, if earlier, upon a change in control event of the Company. Deferred Stock Units become vested 100% on the first anniversary of the date of the grant. Deferred Stock Units do not represent actual ownership in shares of the Company’s common stock and the recipient does not have voting rights or other incidents of ownership until the shares are issued. However, Deferred Stock Units do contain the right to receive dividend equivalent payments prior to settlement into shares.
As of September 26, 2020, there was $4,074,000 of total unrecognized compensation cost related to
non-vested
shares of restricted stock and Deferred Stock Units granted under the Plans. The unrecognized compensation cost related to these
non-vested
shares of restricted stock and Deferred Stock Units is expected to be recognized over a weighted average period of 1.9 years.