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Share-Based Compensation Plans
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation Plans

 


 

(3) Share-Based Compensation Plans

During 2020, 2019 and 2018, we recognized $24.2, $26.3 and $27.8, respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock and performance share units, all of which is recorded in selling and administrative expenses. Consideration received from share-based awards for 2020, 2019 and 2018 was $7.4, $7.0 and $5.2, respectively. The total income tax benefit recognized related to share-based compensation during 2020, 2019 and 2018 was $1.7, $1.8 and $4.5, respectively. We recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award.

Stock Options

All share-based compensation is granted under the 2011 Equity Incentive Plan of ManpowerGroup Inc. (“2011 Plan”). Options and stock appreciation rights are granted at a price not less than 100% of the fair market value of the common stock at the date of grant. Generally, options are granted with a ratable vesting period of up to four years and expire ten years from date of grant. No stock appreciation rights had been granted or were outstanding as of December 31, 2020 or 2019. A summary of stock option activity is as follows:

 

 

 

Shares (000)

 

Wtd. Avg.

Exercise Price

Per Share

 

Wtd. Avg.

Remaining

Contractual

Term (years)

 

Aggregate

Intrinsic Value

(in millions)

Outstanding, January 1, 2018

 

574

 

$77

 

 

 

 

Granted

 

122

 

123

 

 

 

 

Exercised

 

(24)

 

78

 

 

 

$1

Expired or cancelled

 

 

 

 

 

 

Outstanding, December 31, 2018

 

672

 

$85

 

5.9

 

$1

Exercisable, December 31, 2018

 

401

 

$76

 

4.5

 

$1

Outstanding, January 1, 2019

 

672

 

$85

 

 

 

 

Granted

 

174

 

84

 

 

 

 

Exercised

 

(79)

 

65

 

 

 

$2

Expired or cancelled

 

(44)

 

91

 

 

 

 

Outstanding, December 31, 2019

 

723

 

$87

 

6.1

 

$10

Exercisable, December 31, 2019

 

426

 

$82

 

4.5

 

$8

Outstanding, January 1, 2020

 

723

 

$87

 

 

 

 

Granted

 

156

 

93

 

 

 

 

Exercised

 

(90)

 

59

 

 

 

$3

Expired or cancelled

 

(1)

 

54

 

 

 

 

Outstanding, December 31, 2020

 

788

 

$91

 

6.2

 

$4

Exercisable, December 31, 2020

 

455

 

$90

 

4.5

 

$3

 

 


 

Options outstanding and exercisable as of December 31, 2020 were as follows:

 

 

 

Options Outstanding

 

Options Exercisable

Exercise Price

 

Shares (000)

 

Weighted-

Average

Remaining

Contractual

Life (years)

 

Weighted-

Average

Exercise

Price

 

Shares (000)

 

Weighted-

Average

Exercise

Price

$75-$79

 

208

 

4.3

 

$76

 

208

 

$76

$80-$89

 

180

 

7.5

 

84

 

65

 

84

$90-$99

 

287

 

7.1

 

95

 

108

 

97

$100-$123

 

113

 

5.2

 

123

 

74

 

123

 

 

788

 

6.2

 

$91

 

455

 

$90

 

We recognized expense of $3.3, $4.0 and $4.0 related to stock options for the years ended December 31, 2020, 2019 and 2018, respectively. The total fair value of options vested during the same periods was $2.3, $2.3 and $3.1, respectively. As of December 31, 2020, total unrecognized compensation cost was approximately $2.0, net of estimated forfeitures, which we expect to recognize over a weighted-average period of approximately 1 year.

We estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model and the following assumptions:

 

Year Ended December 31

 

2020

 

 

2019

 

 

2018

 

Average risk-free interest rate

 

 

1.5

%

 

 

2.5

%

 

 

2.6

%

Expected dividend yield

 

 

2.5

%

 

 

2.9

%

 

 

1.6

%

Expected volatility

 

 

27.0

%

 

 

27.0

%

 

 

27.0

%

Expected term (years)

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

 

The average risk-free interest rate is based on United States Treasury security rates corresponding to the expected term in effect as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. We determined expected volatility using a weighted average of daily historical volatility (weighted 75%) of our stock price over the past five years and implied volatility (weighted 25%) based upon exchange traded options for our common stock. We believe that a blend of historical volatility and implied volatility better reflects future market conditions and better indicates expected volatility than considering purely historical volatility. We determined the expected term of the stock options using historical data. The weighted-average grant-date fair value per option granted during the year was $18.95, $17.78 and $31.46 in 2020, 2019 and 2018, respectively.

Deferred Stock

Our non-employee directors may elect to receive deferred stock in lieu of part or all of their annual cash retainer otherwise payable to them. The number of shares of deferred stock is determined pursuant to a formula set forth in the terms and conditions adopted under the 2011 Plan; the deferred stock is settled in shares of common stock according to these terms and conditions. During December 31, 2020, 2019 and 2018, there were 1,432, 1,275 and 5,551, respectively, shares of deferred stock awarded under this arrangement, all of which are vested.

Non-employee directors also receive an annual grant of deferred stock (or restricted stock, if they so elect) as additional compensation for board service. The award vests in equal quarterly installments over one year and the vested portion of the deferred stock is settled in shares of common stock either upon a director’s termination of service or three years after the date of grant (which may in most cases be extended at the directors’ election) in accordance with the terms and conditions under the 2011 Plan. During 2020, 2019 and 2018, there were 11,004, 18,172 and 10,152, respectively, shares of deferred stock and 7,208, 7,407 and 6,345, respectively, shares of restricted stock granted under this arrangement, all of which are vested except for 1,666 shares of restricted stock granted in 2018 that were cancelled. We recognized expense of $1.3, $1.4 and $1.9 related to deferred stock in 2020, 2019 and 2018, respectively.


 

Restricted Stock

We grant restricted stock and restricted stock unit awards to certain employees and to non-employee directors who may elect to receive restricted stock rather than deferred stock as described above. Restrictions lapse over periods ranging up to six years, and in some cases upon retirement. We value restricted stock awards at the closing market value of our common stock on the date of grant.

A summary of restricted stock activity is as follows:

 

 

 

Shares (000)

 

Wtd. Avg.

Price Per Share

 

Wtd. Avg.

Remaining

Contractual

Term (years)

 

Aggregate

Intrinsic Value

(in millions)

Unvested, January 1, 2018

 

448

 

$77

 

1.2

 

 

Granted

 

145

 

119

 

 

 

 

Vested

 

(174)

 

77

 

 

 

 

Forfeited

 

(23)

 

89

 

 

 

 

Unvested, December 31, 2018

 

396

 

$92

 

1.3

 

 

Granted

 

236

 

$84

 

 

 

 

Vested

 

(150)

 

76

 

 

 

 

Forfeited

 

(36)

 

93

 

 

 

 

Unvested, December 31, 2019

 

446

 

$97

 

1.5

 

 

Granted

 

200

 

$92

 

 

 

 

Vested

 

(145)

 

95

 

 

 

 

Forfeited

 

(17)

 

93

 

 

 

 

Unvested, December 31, 2020

 

484

 

$94

 

1.4

 

$44

 

During 2020, 2019 and 2018, we recognized $15.7, $15.5 and $13.3, respectively, of expense related to restricted stock awards. As of December 31, 2020, there was approximately $17.2 of total unrecognized compensation cost related to unvested restricted stock, which we expect to recognize over a weighted-average period of approximately 2.0 years.

Performance Share Units

Our 2011 Plan allows us to grant performance share units. Historically, our performance shares have been granted with a typical performance period of three years. Vesting of units occurs at the end of the performance period or after a subsequent holding period, except in the case of termination of employment where the units are forfeited immediately. Upon retirement, a prorated number of units vest depending on the period worked from the grant date to retirement date or in certain cases all of the units vest. In the case of death or disability, the units immediately vest at the Target Award level if the death or disability date is during the performance period, or at the level determined by the performance criteria met during the performance period if the death or disability occurs during the subsequent holding period. The units are settled in shares of our common stock. A payout multiple is applied to the units awarded based on the performance criteria determined by the Executive Compensation and Human Resources Committee of the Board of Directors at the time of grant.

In the event the performance criteria exceeds the Target Award level, an additional number of shares, up to the Outstanding Award level, may be granted. In the event the performance criteria falls below the Target Award level, a reduced number of shares, as low as the Threshold Award level, may be granted. If the performance criteria falls below the Threshold Award level, no shares will be granted.

A summary of the performance share units detail by grant year is as follows:

 

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

Grant Date(s)

 

February 9, 2017

 

 

February 15, 2018

 

 

February 15, 2019

 

 

February 14, 2020

 

Performance Period (years)

 

2017-2019

 

 

2018-2020

 

 

2019-2021

 

 

2020-2022

 

Vesting Date

 

February 2020(a)

 

 

February 2021(a)

 

 

February 2022(a)

 

 

February 2023(a)

 

Payout Levels (in units):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold Award

 

 

57,563

 

 

 

42,361

 

 

 

61,381

 

 

 

59,698

 

Target Award

 

 

115,125

 

 

 

84,726

 

 

 

122,761

 

 

 

119,395

 

Outstanding Award

 

 

230,250

 

 

 

169,452

 

 

 

245,522

 

 

 

238,790

 

Shares Issued in 2020

 

 

88,807

 

 

 

 

 

 

 

 

 

 

Payout Achieved Over Performance Period

 

 

 

 

 

42,361

 

 

 

 

 

 

 

 

(a) 2018, 2019 and 2020 awards are scheduled to vest in February 2021, 2022 and 2023, respectively, when the Executive Compensation and Human Resources Committee of the Board of Directors determines the achievement of the performance criteria.

We recognize and adjust compensation expense based on the likelihood of the performance criteria specified in the award being achieved. The compensation expense is recognized over the performance and holding periods and is recorded in selling and administrative expenses. We have recognized total compensation expense of $3.7, $5.2 and $8.4 in 2020, 2019 and 2018, respectively, related to the performance share units.