Quarterly report pursuant to Section 13 or 15(d)

Stockholders Equity and Stock Compensation

v3.24.3
Stockholders Equity and Stock Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [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 “2022 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 2022 Share Repurchase Program expires on January 31, 2025 and does not obligate the Company to acquire any particular amount of shares.

On July 23, 2024, the Company's Board of Directors authorized a new share repurchase program effective July 25, 2024, 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 $1.0 billion. This repurchase program expires on July 25, 2027, does not obligate the Company to acquire any particular amount of shares, and replaced the prior share repurchase authorization. Remaining repurchase authorization under the 2022 Share Repurchase Program was terminated upon authorization of the new program. At September 30, 2024, there was $910.0 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 September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Shares repurchased

 

 

1,379,206

 

 

 

805,486

 

 

 

3,252,321

 

 

 

2,061,151

 

Average cost per share

 

$

65.27

 

 

$

49.68

 

 

$

64.59

 

 

$

48.54

 

Total cost of shares repurchased (in thousands)

 

$

90,027

 

 

$

40,015

 

 

$

210,065

 

 

$

100,041

 

 

INCENTIVE AWARD PLAN

In the nine months ended September 30, 2024, 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 (“TSR”) 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. At September 30, 2024, there were 5,759,278 shares available for grant as equity awards under the 2023 Incentive Award Plan if target levels are achieved for performance-based awards and 5,174,828 if maximum levels are achieved.

The Company issued the following stock-based instruments:

 

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

Granted

 

 

Weighted-Average Grant-Date Fair Value

 

 

Granted

 

 

Weighted-Average Grant-Date Fair Value

 

Restricted stock

 

 

1,196,960

 

 

$

59.05

 

 

 

901,140

 

 

$

45.97

 

Performance-based restricted stock

 

 

93,500

 

 

$

60.91

 

 

 

121,225

 

 

$

43.34

 

Market-based restricted stock

 

 

93,500

 

 

$

78.80

 

 

 

121,225

 

 

$

59.71

 

 

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.

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, 2023

 

 

3,462,705

 

 

$

43.54

 

Granted

 

 

1,383,960

 

 

 

60.51

 

Vested

 

 

(1,830,791

)

 

 

42.85

 

Cancelled

 

 

(51,400

)

 

 

51.83

 

Performance Adjustment

 

 

224,809

 

 

 

46.87

 

Unvested at September 30, 2024

 

 

3,189,283

 

 

$

51.40

 

For the nine months ended September 30, 2024, shares were issued based on achievement of certain EPS and TSR metrics.

A summary of the payout for EPS and TSR grants is presented below:

 

 

Nine Months Ended September 30, 2024

 

 

 

Target Shares

 

 

Payout Factor

 

 

Performance Adjustment

 

December 2020 EPS Grant

 

 

125,000

 

 

 

133

%

 

 

41,665

 

December 2020 TSR Grant

 

 

125,000

 

 

 

162

%

 

 

77,250

 

March 2021 EPS Grant

 

 

108,750

 

 

 

133

%

 

 

36,250

 

March 2021 TSR Grant

 

 

108,750

 

 

 

164

%

 

 

69,644

 

Total Performance Adjustments

 

 

 

 

 

 

 

 

224,809

 

For the three months ended September 30, 2024 and 2023, the Company recognized $20.3 million and $17.4 million of incentive stock compensation expense. For the nine months ended September 30, 2024 and 2023, the Company recognized $62.6 million and $47.8 million of incentive stock compensation expense. At September 30, 2024, the unamortized stock compensation of $104.1 million is expected to be recognized over a weighted-average period of 1.42 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 September 30, 2024 and 2023, the Company recognized $0.7 million and $0.6 million ESPP stock compensation expense. For the nine months ended September 30, 2024 and 2023, the Company recognized $2.6 million and $2.1 million of ESPP stock compensation expense. At September 30, 2024, there were 3,437,873 shares available for sale under the 2018 ESPP.