Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation Plans

v3.20.2
Stock-Based Compensation Plans
 6 Months Ended
Jun. 30, 2020
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation Plans
12.
Stock-Based Compensation Plans
2013 Omnibus Equity Incentive Plan
The Company’s board of directors adopted the 2013 Omnibus Equity Incentive Plan (the “2013 Plan”), which became effective upon the Company’s IPO. In February 2017, the board of directors amended and restated the 2013 Plan, which was approved by the Company’s stockholders in May 2017. Grants are made from time to time by the compensation committee of the Company’s board of directors at its discretion
,
subject to certain restrictions as to the number and value of shares that may be granted to any individual. In addition,
non-employee
directors receive annual grants under a director compensation policy. As of June 30, 2020, there were 4,994,198 shares available for future grants under the 2013 Plan.
 
Awards Granted and Settled
Under the 2013 Plan, the Company has issued RSAs to
non-employee
directors and restricted stock units (“RSUs”) to employees and independent contractors. RSAs vest in equal annual installments over a
one-year
period from the date of grant. RSUs generally vest in equal annual installments over a five-year period from the date of grant or earlier as approved by the compensation committee of the Company’s board of directors. Any unvested awards are canceled upon termination as a service provider. As of June 30, 2020, there were no issued or outstanding options, SARs, performance units or performance share awards under the 2013 Plan.
During the six months ended June 30, 2020, 197,479 shares of RSUs vested and 58,096 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on the vesting date. The shares withheld for taxes were returned to the share reserve and are available for future issuance in accordance with provisions of the 2013 Plan. During the six months ended June 30, 2020, there were no deferred stock units (“DSUs”) that settled.
Outstanding Awards
Activity under the 2013 Plan consisted of the following (dollars in thousands, except weighted average per share data):
 
     RSA Grants to
Non-employee

Directors		    
RSU Grants 
to
Employees
     RSU Grants to
Independent
Contractors		     Total     Weighted-
Average Grant
Date Fair Value
Per Share		  
Nonvested shares at December 31, 2019
      17,480       525,115       257,480       800,075     $ 33.91  
Granted
      19,516       282,104       32,462       334,082       34.25  
Vested
      (18,004 )      (158,007 )      (39,472 )      (215,483 )      32.48  
Transferred
      —       (19,059 )      19,059       —       33.37  
Forfeited/canceled
      —       (12,874 )      (1,575 )      (14,449 )      36.16  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Nonvested shares at June 30, 2020
      18,992       617,279       267,954       904,225     $ 34.35  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Unrecognized stock-based compensation expense as of June 30, 2020 
(1)
    $ 386     $ 19,687     $ 7,778     $ 27,851    
  
 
 
    
 
 
    
 
 
    
 
 
    
Weighted average remaining vesting period (years) as of June 30, 2020
      0.84       3.92       3.20       3.68    
  
 
 
    
 
 
    
 
 
    
 
 
    
(1)
The total unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately 3.68 years.
Employee Stock Purchase Plan
In 2013, the Company adopted the 2013 Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and provides for consecutive,
non-overlapping
6-month
offering periods. The offering periods generally start on the first trading day on or after May 15 and November 15 of each year. Qualifying employees may purchase shares of the Company stock at a 10% discount based on the lower of the market price at the beginning or end of the offering period, subject to IRS limitations. The Company determined that the ESPP was a compensatory plan and is required to expense the fair value of the awards over each
6-month
offering period.
The ESPP initially had 366,667 shares of common stock reserved, and 188,550 shares of common stock remain available for issuance as of June 30, 2020. The ESPP provides for annual increases in the number of shares available for issuance under the ESPP, equal to the least of (i) 366,667 shares, (ii) 1% of the outstanding shares on such date, or (iii) an amount determined by the compensation committee of the board of directors. Pursuant to the provisions of the ESPP, the board of directors has determined to not provide for any annual increases to date. At June 30, 2020, total unrecognized compensation cost related to the ESPP was $92,000 and is expected to be recognized over a weighted average period of
0.38
 
years.
Prior to the IPO, certain employees were granted SARs. As of March 31, 2013, the outstanding SARs were frozen at the liability amount, and will be paid out to each participant in installments upon retirement or departure under the terms of the revised SARs agreements. To replace beneficial ownership in the SARs, the difference between the book value liability and the fair value of the awards was granted to plan participants in the form of DSUs, which were fully vested upon receipt and will be settled in actual stock at a rate of 20% per year if the participant remains employed by the Company during that period (otherwise all unsettled shares of stock upon termination from service will be settled five years from the termination date, unless otherwise agreed to by the Company). In the event of death or termination of service after reaching the age of 67, 100% of the DSUs will be settled. As of June 30, 2020, the remaining future share settlements of fully vested DSUs by year consisted of the following:
 
     June 30, 2020  
2021
      60,373  
2022
      281,193  
  
 
 
  
     341,566  
  
 
 
  
Summary of Stock-Based Compensation
Components of stock-based compensation are included in selling, general and administrative expense in the condensed consolidated statements of net and comprehensive income and consisted of the following (in thousands):
 
     Three Months Ended
June 30,		      Six Months Ended
June 30,		  
     2020      2019      2020      2019  
ESPP
    $ 36      $ 38      $ 83      $ 68  
RSAs –
non-employee
directors
      213        154        373        324  
RSUs – employees
      1,514        1,622        3,170        2,967  
RSUs – independent contractors
      773        771        1,542        1,567  
  
 
 
     
 
 
     
 
 
     
 
 
  
   $ 2,536      $ 2,585      $ 5,168      $ 4,926