Equity-Based Compensation, Profit Sharing and Deferred Compensation Plans

Equity-Based Compensation Plans

NVR’s equity-based compensation plans provide for the granting of Options and RSUs to key management employees, including executive officers and members of our Board of Directors ("Directors"), of the Company. The exercise price of Options granted is equal to the closing price of the Company’s common stock on the New York Stock Exchange (the “NYSE”) on the day prior to the date of grant. Options are granted for a ten-year term and typically vest in separate tranches over periods of 3 to 6 years. RSUs generally vest in separate tranches over periods of 2 to 6 years. Grants are generally divided such that vesting for 50% of the grant is contingent solely on continued employment or service as a Director, while vesting for the remaining 50% of the grant is contingent upon both continued employment or service as a Director and the achievement of a performance metric based on the Company’s return on capital performance relative to a peer group during a three year period specified on the date of Option grant.

The following table provides a summary of each of the Company’s equity-based compensation plans for any plan with grants outstanding at December 31, 2018:



Equity-Based Compensation Plans	Shares Authorized	Options/RSUs Outstanding	Shares Available to Issue
2000 Broadly-Based Stock Option Plan	2,000	63	—
2010 Equity Incentive Plan (1)	700	160	26
2014 Equity Incentive Plan (2)	950	701	102
2018 Equity Incentive Plan (3)	275	146	129

(1)

During 2010, the Company’s shareholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan authorizes the Company to issue Options and RSUs to key management employees, including executive officers and Directors. Of the 700 aggregate shares available to issue, up to 240 may be granted in the form of RSUs. There were 139 Options and 21 RSUs outstanding as of December 31, 2018. Of the 26 shares available to be issued under the 2010 Plan, 22 may be granted as RSUs.


(2)	During 2014, the Company’s shareholders approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan authorizes the Company to issue Options to key management employees, including executive officers and Directors.

(3)

The Company’s shareholders approved the 2018 Equity Incentive Plan (the "2018 Plan") at the Company’s Annual Meeting of Shareholders held on May 2, 2018. The 2018 Plan authorizes the Company to issue up to an aggregate of 275 shares of the Company’s common stock in the form of Options and RSUs to key management employees, including executive officers and Directors. Of the 275 aggregate shares available to issue, all may be granted in the form of Options and up to 40 may be granted in the form of RSUs.

During 2018, the Company issued 345 Options and 16 RSUs under the 2010 Plan, the 2014 Plan, and the 2018 Plan as follows:



	2010 Plan	2014 Plan	2018 Plan
Options Granted
Options (4)	6	93	73
Performance-based Options (5)	—	100	73
Total Options Granted	6	193	146

RSUs Granted
RSUs (6)	8	—	—
Performance-based RSUs (7)	8	—	—
Total RSUs Granted	16	—	—

(4) Of the 172 service-only Options granted, 34 will generally vest over two years in 50% increments on December 31, 2020 and 2021; the remaining 138 Options will generally vest over four years in 25% increments on December 31, 2020, 2021, 2022, and 2023. Vesting for the Options is contingent solely upon continued employment or continued service as a Director.

(5) Of the 173 performance-based Options granted, 34 will vest over two years in 50% increments on December 31, 2020 and 2021; the remaining 139 performance-based Options will generally vest over four years in 25% increments on December 31, 2020, 2021, 2022, and 2023. Vesting for the performance-based Options is contingent upon both continued employment or continued service as a Director and the Company's return on capital performance during 2018 through 2020.

(6) The service-only RSUs granted will vest over two years in 50% increments on December 31, 2022 and 2023. Vesting for the RSUs is contingent solely upon continued employment.

(7) The performance-based RSUs granted will vest over two years in 50% increments on December 31, 2022 and 2023. Vesting for the performance-based RSUs is contingent upon both continued employment and the Company's return on capital performance during 2018 through 2020.

The following table provides additional information relative to NVR’s equity-based compensation plans for the year ended December 31, 2018:



	Shares		Weighted Avg. Per Share Exercise Price		Weighted Avg. Remaining Contract Life (years)	Aggregate Intrinsic Value
Stock Options
Outstanding at December 31, 2017	916		$	1,119.92
Granted	345		3,013.61
Exercised	(182	)	954.49
Forfeited	(30	)	1,283.48
Outstanding at December 31, 2018	1,049		$	1,766.87	6.5	$	703,087
Exercisable at December 31, 2018	466		$	1,032.44	4.6	$	655,141

RSUs
Outstanding at December 31, 2017	10
Granted	16
Vested	(5	)
Forfeited	—
Outstanding at December 31, 2018	21					$	50,719
Vested, but not issued at December 31, 2018	5					$	11,532

To estimate the grant-date fair value of its Options, the Company uses the Black-Scholes option-pricing model (the “Pricing Model”). The Pricing Model estimates the per share fair value of an option on its date of grant based on the following factors: the option’s exercise price; the price of the underlying stock on the date of grant; the estimated dividend yield; a risk-free interest rate; the estimated option term; and the expected volatility. For the risk-free interest rate, the Company uses U.S. Treasury STRIPS which mature at approximately the same time as the option’s expected holding term. For expected volatility, NVR has concluded that its historical volatility over the option’s expected holding term provides the most reasonable basis for this estimate.

The fair value of the Options granted during 2018, 2017 and 2016 was estimated on the grant date using the Pricing Model, based on the following assumptions:



	2018			2017			2016
Estimated option life (years)	5.06			5.26			5.27
Risk free interest rate (range)	2.19%-3.13%			1.53%-2.38%			0.86%-2.21%
Expected volatility (range)	16.57%-20.05%			15.09%-17.95%			15.91%-23.49%
Expected dividend rate	—		%	—		%	—		%
Weighted average grant-date fair value per share of options granted	$	687.81		$	494.17		$	320.21

The weighted-average grant date fair value per share of $3,015.83 for the RSUs was the closing price of the Company’s common stock on the day immediately preceding the date of grant.

Compensation cost for Options and RSUs is recognized on a straight-line basis over the requisite service period for the entire award (from the date of grant through the period of the last separately vesting portion of the grant). For the recognition of equity-based compensation, the Options and RSUs which are subject to a performance condition are treated as a separate award from the “service-only” Options and RSUs, and compensation expense is recognized when it becomes probable that the stated performance target will be achieved. The Company currently believes that it is probable that the stated performance condition will be satisfied at the target level and is recognizing compensation expense related to such Options and RSUs accordingly. Compensation cost is recognized within the income statement in the same expense line as the cash compensation paid to the respective employees.

In connection with the adoption of ASU 2016-09 on January 1, 2017, the Company made the election to recognize forfeitures of equity-based awards as a reduction to compensation costs in the period in which they occur. For the year ended December 31, 2016, the Company estimated forfeitures based on its historical forfeiture rate. In 2018, 2017 and 2016, the Company recognized $75,701, $44,562, and $43,598 in equity-based compensation costs, respectively, and approximately $17,200, $17,100, and $17,000 in tax benefit related to equity-based compensation costs, respectively.

As of December 31, 2018, the total unrecognized compensation cost for all outstanding Options and RSUs equaled approximately $302,000. The unrecognized compensation cost will be recognized over each grant’s applicable vesting period with the latest vesting date being December 31, 2024. The weighted-average period over which the unrecognized compensation will be recorded is equal to approximately 2.6 years.

The Company settles Option exercises and vesting of RSUs by issuing shares of treasury stock. Shares are relieved from the treasury account based on the weighted average cost of treasury shares acquired. During the years ended December 31, 2018, 2017 and 2016, the Company issued 188, 165 and 83 shares, respectively, from the treasury account for Option exercises and vesting of RSUs. Information with respect to the vested RSUs and exercised Options is as follows:



	Year Ended December 31,
	2018		2017		2016
Aggregate exercise proceeds	$	174,110	$	140,525	$	38,106
Aggregate intrinsic value on exercise dates	$	355,318	$	206,890	$	96,600

Profit Sharing Plans

NVR has a trustee-administered, profit sharing retirement plan (the “Profit Sharing Plan”) and an Employee Stock Ownership Plan (“ESOP”) covering substantially all employees. The Profit Sharing Plan and the ESOP provide for annual discretionary contributions in amounts as determined by the NVR Board of Directors. The combined plan contribution for the years ended December 31, 2018, 2017 and 2016 was approximately $19,500, $18,400 and $16,700, respectively. The ESOP purchased approximately 7 and 6 shares of NVR common stock in the open market for the 2018 and 2017 plan year contributions, respectively, using cash contributions provided by the Company. As of December 31, 2018, all shares held by the ESOP had been allocated to participants’ accounts. The 2018 plan year contribution was funded and fully allocated to participants in February 2019.

Deferred Compensation Plans

The Company has two deferred compensation plans (“Deferred Comp Plans”). The specific purpose of the Deferred Comp Plans is to i) establish a vehicle whereby named executive officers may defer the receipt of salary and bonus that otherwise would be nondeductible for Company tax purposes into a period where the Company would realize a tax deduction for the amounts paid, and ii) to enable certain employees who are subject to the Company’s stock holding requirements to acquire shares of the Company’s common stock on a pre-tax basis in order to more quickly meet, and maintain compliance with those stock holding requirements. Amounts deferred into the Deferred Comp Plans are invested in NVR common stock, held in a rabbi trust account, and are paid out in a fixed number of shares upon expiration of the deferral period.

The rabbi trust account held 107 and 109 shares of NVR common stock as of December 31, 2018 and 2017, respectively. Shares held by the Deferred Comp Plans are treated as outstanding shares in the Company’s earnings per share calculation for each of the years ended December 31, 2018, 2017 and 2016.