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Compensation Plans
6 Months Ended
May 31, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Compensation Plans Compensation Plans
Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units ("RSUs") may be granted to new employees as "sign-on" awards, to existing employees as "retention" awards and to certain executive officers as incentive awards. Sign-on and retention awards are generally subject to annual ratable vesting over a multi-year service period and are amortized as compensation expense on a straight-line basis over the service period. Restricted stock and RSUs are granted to certain senior executives and may contain market, performance and/or service conditions. Market conditions are incorporated into the grant-date fair value of senior executive awards using a Monte Carlo valuation model. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market conditions are not met. Awards with performance conditions are amortized over the service period if, and to the extent, it is determined to be probable that the performance condition will be achieved. If awards are forfeited due to failure to achieve performance conditions or failure to satisfy service conditions, any previously recognized expense for such awards is reversed.

Senior Executive Compensation Plan.

In December 2021, our senior executives were granted RSUs containing service conditions, including a special leadership continuity grant, as well as RSUs that contain both service and performance conditions. For the three and six months ended May 31, 2022, we recorded $6.6 million and $11.9 million, respectively, of stock-based compensation related to these awards.

In December 2020, our senior executives were granted nonqualified stock options and stock appreciation rights ("SARs"). The total initial fair value of the stock options and SARs were recorded as expense at the time of the grant, as both awards have no future service requirements. For the three and six months ended May 31, 2021, we recorded $2.2 million and $48.6 million, respectively, of total Compensation and benefits expense relating to the stock options and SARs, of which $0.0 million and $12.9 million, respectively, was stock-based compensation and $2.2 million and $35.7 million, respectively, related to the SAR awards.

Share-Based Compensation Expense. Share-based compensation expense relating to grants made under our share-based compensation plans was $13.3 million and $10.1 million (including $2.2 million related to the senior executive stock option and SAR awards, as discussed above) for the three months ended May 31, 2022 and 2021, respectively, and $23.0 million and $64.3 million (including $48.6 million related to the senior executive stock option award and SAR awards, as discussed above) for the six months ended May 31, 2022 and 2021, respectively. Total compensation cost includes the amortization of sign-on, retention and senior executive awards, less forfeitures and clawbacks. At May 31, 2022, total unrecognized compensation cost related to nonvested share-based compensation plans was $107.0 million; this cost is expected to be recognized over a weighted average period of 3.6 years.

At May 31, 2022, there were 836,000 shares of restricted stock outstanding with future service required, 4,205,000 RSUs outstanding with future service required (including target RSUs that may be issued under the senior executive compensation plan), 12,424,000 RSUs outstanding with no future service required, 5,061,000 stock options outstanding and 1,141,000 shares issuable under other plans. Additionally, the Preferred Shares are currently convertible into 4,440,863 common shares at an effective conversion price of $28.15 per share. The maximum potential increase to common shares outstanding resulting from these outstanding awards and the Preferred Shares is 27,272,000 at May 31, 2022.

Restricted Cash Awards. Jefferies Group provides compensation to certain new and existing employees in the form of loans and/or other cash awards that are subject to ratable vesting terms with service requirements. These awards are amortized as compensation expense over the relevant service period, which is generally considered to start at the beginning of the annual compensation year. At May 31, 2022, the remaining unamortized amount of the restricted cash awards was $279.8 million and is included within Other assets in the Consolidated Statement of Financial Condition; this cost is expected to be recognized over a weighted average period of 3 years.