Common Stock and Stock-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Common Stock and Stock-Based Compensation

Stockholders' Equity

Repurchase Agreement with ValueAct

On April 29, 2021, we entered into a stock repurchase agreement with ValueAct Capital Master Fund, L.P. (“ValueAct”), the Company's largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $27.47 per share, for an aggregate purchase price of $222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the previous share repurchase program described below.

New Share Repurchase Authorization

In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. There were no shares repurchased under this program during the three months ended September 30, 2021.

Previous Share Repurchase Authorization

In October 2020, our Board of Directors authorized a share repurchase program effective October 23, 2020 through December 31, 2021. The share repurchase program authorized the Company to repurchase up to $250.0 million of its common stock and was completed in the third quarter of 2021. Share repurchase activity under this program is as follows:

	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
October 23, 2020 Authorization				$	250.0
October 23, 2020 through December 31, 2020	2,974,922	$	67.8	$	182.2
January 1, 2021 through March 31, 2021	1,291,860	36.8		$	145.4
April 1, 2021 through June 30, 2021	2,440,793	68.3		$	77.1
July 1, 2021 through September 30, 2021	2,815,307	77.1		$	—
Total	9,522,882	$	250.0

During the three and nine months ended September 30, 2021, total share repurchases were 2.8 million and 14.6 million, respectively, at a cost of approximately $77.1 million and $404.7 million, respectively. During the three and nine months ended September 30, 2020, share repurchases totaled 4.5 million and 6.3 million, respectively, at a cost of approximately $89.9 million and $125.3 million, respectively, under a previous share repurchase program, which was completed in the third quarter of 2020. Certain shares of stock repurchased during September 2020, totaling $4.9 million, were cash settled in October 2020 in accordance with normal settlement practices.

Stock-Based Compensation

Stock-based compensation totaled approximately $6.5 million and $16.3 million for the three and nine months ended September 30, 2021, respectively. Stock-based compensation totaled approximately $4.8 million and $19.7 million for the three and nine months ended September 30, 2020, respectively. The Company's annual grant of share-based awards generally occurs in the second quarter under our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”). Our stock options have contractual terms of ten years. Expense related to stock options issued to eligible employees under the Plan is recognized on a straight-line basis over their vesting period. Expense related to restricted stock units ("RSUs") issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years. Beginning in 2020, certain RSU grants provide for full vesting when the award recipients reach 60 years of age and have provided at least 10 years of service to the Company, provided that the awards remain outstanding for a period of six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to RSUs and restricted stock awards ("RSAs") granted to non-employee directors under the Plan is recognized ratably over the vesting period, generally one year. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years.

The following table summarizes stock-based compensation awards granted during the nine months ended September 30, 2021:

	Number of Shares Granted	Weighted Average Grant-Date Fair Value per Award
Restricted stock units	617,165	$	28.40
Restricted stock awards	22,734	$	28.48
Performance units	240,931	$	30.85