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Stock-Based Compensation Plans and Employee Benefits
12 Months Ended
Dec. 31, 2023
Postemployment Benefits [Abstract]  
Stock-Based Compensation Plans and Employee Benefits
13.
Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation

The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares. Under the terms of the plans, 1.7 million common shares were available for grant of future awards as of December 31, 2023.

Restricted Share Units

The Board of Directors approved grants to officers of the Company of restricted common share units (“RSUs”) of 0.6 million in 2023, 0.1 million in 2022 and 0.4 million in 2021. These grants generally vest in equal annual amounts over a three- to five-year period. RSUs generally receive cash payments which are equivalent to the cash dividends paid on the Company’s common shares. These grants have a weighted-average fair value at the date of grant ranging from $7.87 to $15.33, which was equal to the market value of the Company’s common shares at the date of grant. As a component of compensation to the Company’s non-employee directors, the Company issued approximately 0.1 million common shares to the non-employee directors for the years ended December 31, 2023 and 2022 and 2021. The grant value was equal to the market value of the Company’s common shares at the date of grant, and these common shares were fully vested upon grant.

Performance-Based Restricted Share Units (PRSUs)

In 2023 and 2022, the Board of Directors approved grants to the Company’s four named executive officers and one additional officer. In 2021 and 2020, the Board of Directors approved grants to the chief executive officer and the chief financial officer. And in 2019 and 2018, the Board of Directors approved grants to the chief executive officer. These PRSUs cover a “target” number of shares, subject to three-year performance periods beginning on the respective March 1 and ending after a three-year period on the respective February 28. In addition, in 2020 the Board of Directors approved grants to the chief financial officer covering a “target” number of shares, subject to one-year, and two-year performance periods beginning on March 1, 2020.

The payout of the PRSUs will vary based on relative total shareholder return performance measured over the applicable performance period, with the ultimate payout ranging from a level of 0% of target to a maximum level of 200% of target. In March 2023, the Company issued 559,559 common shares in settlement of PRSUs granted in 2020. In March 2022, the Company issued 519,255 common shares in settlement of certain PRSUs granted in 2019 and 2020. In March 2021, the Company issued 570,295 common shares in settlement of certain PRSUs granted in 2018 and 2020. The 2023 and 2022 grants had a grant date fair value aggregating $3.9 million and the 2021 grants had a grant date fair value aggregating $3.3 million, all to be amortized ratably over the performance period ending three years from the date of grant.

Under the anti-dilution provisions of the Company’s equity incentive plan and the respective PRSU award agreement, the PRSUs issued in March 2018 were adjusted as of the spin-off of RVI, effective July 1, 2018, as determined by the Company’s compensation committee. The number of PRSUs was adjusted so as to retain the same intrinsic value immediately after the spin-off that the PRSU awards had immediately prior to the spin-off. Effective at the date of the spin-off, because these awards were dual-indexed to both the Company’s and RVI’s stock performance, the 2018 PRSU awards were accounted for as liability awards and marked to fair value on a quarterly basis. In 2021, the Company recorded a mark-to-market expense of $5.6 million in connection with these awards that were settled in March 2021.

Summary of Unvested Share Awards

The following table reflects the activity for the unvested awards pursuant to all restricted stock grants:

 

Awards
(Thousands)

 

 

Weighted-Average
Grant Date
Fair Value

 

Unvested at December 31, 2022

 

733

 

 

$

11.43

 

Granted

 

571

 

 

 

12.48

 

Vested

 

(242

)

 

 

12.61

 

Forfeited

 

(13

)

 

 

12.43

 

Unvested at December 31, 2023

 

1,049

 

 

$

11.72

 

As of December 31, 2023, total unrecognized compensation for the restricted awards granted under the plans as summarized above was $12.3 million, which is expected to be recognized over a weighted-average 1.7-year term, which includes the performance-based and time-based vesting periods.

Stock Options

The Company had 0.2 million, 0.2 million and 0.3 million stock options outstanding at December 31, 2023, 2022 and 2021, respectively, all exercisable, at a weighted-average price of $27.36, $27.31 and $26.96, none of which have any intrinsic value.

Deferred Compensation Plans

The Company maintains a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company in accordance with the provisions of the Code. Also, for certain officers, the Company maintains the Elective Deferred Compensation Plan and Equity Deferred Compensation Plan, both non-qualified plans, which permit the deferral of base salaries, commissions and annual performance-based cash bonuses or receipt of restricted shares. In addition, directors of the Company are permitted to defer all or a portion of their fees pursuant to the Directors’ Deferred Compensation Plan, a non-qualified plan. All of these plans were fully funded at December 31, 2023.