Quarterly report pursuant to Section 13 or 15(d)

Stockholders Equity and Stock Compensation

v3.23.1
Stockholders Equity and Stock Compensation
3 Months Ended
Mar. 31, 2023
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stockholders Equity and Stock Compensation

(5)

Stockholders Equity and Stock Compensation

SHARE REPURCHASE PROGRAM

On January 31, 2022, the Company’s Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its Class A common stock, for an aggregate repurchase price not to exceed $500 million. The Share Repurchase Program expires on January 31, 2025 and does not obligate the Company to acquire any particular amount of shares. As of March 31, 2023, there was $395.7 million remaining to repurchase shares under the Share Repurchase Program.

The following table provides a summary the Company’s stock repurchase activities:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Shares repurchased

 

 

676,190

 

 

 

651,774

 

Average cost per share

 

$

44.39

 

 

$

38.36

 

Total cost of shares repurchased (in thousands)

 

$

30,014

 

 

$

25,000

 

INCENTIVE AWARD PLAN

In the three months ended March 31, 2023, the Company granted restricted stock with time-based vesting as well as performance-based awards. The performance-based awards include a market condition tied to the Company’s total shareholder return in relation to its peer companies as well as a financial performance condition tied to annual earnings per share (“EPS”) growth. The vesting and ultimate payout of performance awards is determined at the end of the three-year performance period and can vary from zero to 200% based on actual results. As of March 31, 2023, there were 2,213,612 shares available for grant as equity awards under the 2017 Incentive Award Plan if target levels are achieved for performance-based awards and 1,271,162 if maximum levels are achieved.

The Company issued the following stock-based instruments:

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

 

 

Granted

 

 

Weighted-Average Grant-Date Fair Value

 

 

Granted

 

 

Weighted-Average Grant-Date Fair Value

 

Restricted stock

 

 

300,970

 

 

$

43.77

 

 

 

1,221,950

 

 

$

38.58

 

Performance-based restricted stock

 

 

121,225

 

 

$

43.34

 

 

 

116,250

 

 

$

42.46

 

Market-based restricted stock

 

 

121,225

 

 

$

59.71

 

 

 

116,250

 

 

$

58.85

 

 

A summary of the status and changes of the Company’s unvested shares is presented below:

 

 

Shares

 

 

Weighted-Average Grant-Date Fair Value

 

Unvested at December 31, 2022

 

 

3,423,902

 

 

$

40.62

 

Granted

 

 

543,420

 

 

 

47.23

 

Vested

 

 

(224,750

)

 

 

38.82

 

Cancelled

 

 

(7,500

)

 

 

43.36

 

Unvested at March 31, 2023

 

 

3,735,072

 

 

$

41.68

 

 

The Company determines the fair value of restricted stock awards and any performance-related components based on the closing market price of the Company’s common stock on the date of grant. For share-based awards with a performance-based vesting requirement, the Company evaluates the probability of achieving the performance criteria throughout the performance period and will adjust stock compensation expense up or down based on its estimated probable outcome. Certain performance-based awards contain market condition components which are valued on the date of grant using a Monte Carlo simulation model.

 

For the three months ended March 31, 2023 and 2022, the Company recognized $13.5 million and $17.2 million of incentive stock compensation expense. As of March 31, 2023, the unamortized stock compensation of $102.3 million is expected to be recognized over a weighted-average period of 1.77 years.

STOCK PURCHASE PLAN

A total of 5,000,000 shares of Class A Common Stock are available for sale under the 2018 Employee Stock Purchase Plan (“2018 ESPP”). The 2018 ESPP provides eligible employees of the Company and its subsidiaries the opportunity to purchase shares of the Company’s Class A Common Stock at a purchase price equal to 85% of the fair market value on the first trading day or last trading day of each purchase period, whichever is lower. Eligible employees can invest up to 15% of their compensation through payroll deductions during each purchase period. The purchase price discount and the look-back feature cause the 2018 ESPP to be compensatory and the Company recognizes compensation expense, which is computed using the Black-Scholes valuation model.

For the three months ended March 31, 2023 and 2022, the Company recognized $0.7 million and $0.8 million of ESPP stock compensation expense. As of March 31, 2023, there were 3,815,746 shares available for sale under the 2018 ESPP.