Annual report pursuant to Section 13 and 15(d)

Share Based Compensation

v3.20.4
Share Based Compensation
12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Share Based Compensation
15. SHARE BASED COMPENSATION
Share Incentive Plans. During the year ended December 31, 2020, SEACOR's stockholders approved an amendment to the 2014 Share Incentive Plan increasing the shares of Common Stock available for issuance under the plan by 900,000 and extending the expiration date to ten years from the date on which it was approved by the Board. The 2014 Share Incentive Plan provides for the grant of options to purchase shares of Common Stock, stock appreciation rights, restricted stock, stock awards, performance awards and restricted stock units to non-employee directors, key officers and employees of the Company. The 2014 Share Incentive Plan superseded the 2007 Share Incentive Plan (collectively including all predecessor plans, the “Share Incentive Plans”). The Compensation Committee of the Board of Directors administers the Share Incentive Plans. A total of 7,550,000 shares of Common Stock have been authorized for grant under the Share Incentive Plans. All shares issued pursuant to such grants are newly issued shares of Common Stock. The exercise price per share of options granted cannot be less than 100% of the fair market value of Common Stock at the date of grant under the Share Incentive Plans. Grants to date have been limited to stock awards, restricted stock, restricted stock units and options to purchase shares of Common Stock.
Restricted stock typically vests over a period of one to five years after date of grant and options to purchase shares of Common Stock typically vest and become exercisable from one to five years after date of grant. Options to purchase shares of Common Stock granted under the Share Incentive Plans expire no later than the tenth anniversary of the date of grant. In the event of a participant’s death, retirement, termination by the Company without cause or a change in control of the Company, as defined in the Share Incentive Plans, restricted stock vests immediately and options to purchase shares of Common Stock vest and become immediately exercisable.
Employee Stock Purchase Plans. During the year ended December 31, 2018, SEACOR’s stockholders approved an amendment to the 2009 Employee Stock Purchase Plan (collectively including all predecessor plans, the “Employee Stock Purchase Plans”) increasing the shares of Common Stock available for issuance under the plan by 300,000 and extending the term to ten years from the date of the Company’s 2018 annual meeting of stockholders. The Employee Stock Purchase Plans permit the Company to offer Common Stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of Common Stock on the first day of the offering period or (ii) the fair market value of Common Stock on the last day of the offering period. Common Stock is made available for purchase under the Employee Stock Purchase Plans for six-month offering periods. The Employee Stock Purchase Plans are intended to comply with Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), but is not intended to be subject to Section 401(a) of the Code or the Employee Retirement Income Security Act of 1974. The Board of Directors of SEACOR may amend or terminate the Employee Stock Purchase Plans at any time; however, no increase in the number of shares of Common Stock reserved for issuance under the Employee Stock Purchase Plans may be made without stockholder approval. A total of 900,000 shares of Common Stock have been approved for purchase under the Employee Stock Purchase Plans with all shares issued from those held in treasury.
Share Award Transactions. The following transactions have occurred in connection with the Company’s share based compensation plans during the years ended December 31,:
2020 2019 2018
Restricted stock awards granted 167,650  149,950  121,850 
Restricted stock awards forfeited —  (4,230) — 
Director stock awards granted 2,375  2,125  2,875 
Stock Option Activities:
Outstanding as of the beginning of year 1,454,074  1,467,391  1,546,014 
Granted
175,800  165,650  142,550 
Exercised (123,829) (165,893) (220,694)
Forfeited —  (5,200) — 
Expired (5,986) (7,874) (479)
Outstanding as of the end of year 1,500,059  1,454,074  1,467,391 
Employee Stock Purchase Plans shares issued 62,161  44,383  45,251 
Shares available for issuance under Share Incentive and Employee Stock Purchase Plans as of the end of year
1,037,414  539,414  884,218 

During the years ended December 31, 2020, 2019 and 2018, the Company recognized $6.4 million, $5.2 million and $4.0 million, respectively, of compensation expense related to stock awards, stock options, employee stock purchase plans purchases and restricted stock (collectively referred to as “share awards”). As of December 31, 2020, the Company had approximately $14.3 million in total unrecognized compensation costs of which $5.3 million and $4.4 million are expected to be recognized in 2021 and 2022, respectively, with the remaining balance recognized through 2025.
The weighted average values of grants under the Company’s Share Incentive Plans were $21.33, $27.67 and $29.72 for the years ended December 31, 2020, 2019 and 2018, respectively. The fair value of each option granted during the years ended December 31, 2020, 2019 and 2018, is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: (a) no dividend yield, (b) weighted average expected volatility of 33.5%, 28.2% and 26.6%, respectively, (c) weighted average discount rates of 0.55%, 1.88% and 2.78%, respectively, and (d) expected lives of 5.88 years, 5.75 years and 5.58 years, respectively.
During the year ended December 31, 2020, the number of shares and the weighted average grant price of restricted stock transactions were as follows:
Restricted Stock
Number of
Shares
Weighted
Average
Grant Price
Nonvested as of December 31, 2019 241,180  $ 44.55 
Granted 167,650  $ 32.65 
Vested (55,940) $ 44.39 
Nonvested as of December 31, 2020 352,890  $ 38.92 
During the years ended December 31, 2020 and 2019, the total grant date fair value of restricted stock that vested was $2.5 million and $1.2 million, respectively. During the year ended December 31, 2018, no restricted stock vested.
During the year ended December 31, 2020, the number of shares and the weighted average exercise price on stock option transactions were as follows:
Total Options
Number of
Shares
Weighted
Average
Exercise Price
Outstanding, as of December 31, 2019 1,454,074  $ 43.19 
Granted 175,800  $ 31.88 
Exercised (123,829) $ 35.79 
Expired (5,986) $ 49.71 
Outstanding, as of December 31, 2020 1,500,059  $ 42.45 
Outstanding and Exercisable, as of December 31, 2020 1,070,779  $ 44.08 
During the years ended December 31, 2020, 2019 and 2018, the aggregate intrinsic value of exercised stock options was $0.5 million, $2.5 million and $3.9 million, respectively. As of December 31, 2020, the weighted average remaining contractual term for total outstanding stock options and vested/exercisable stock options was 4.92 and 3.69 years, respectively. As of December 31, 2020, the aggregate intrinsic value of all options outstanding and all vested/exercisable options outstanding was $3.7 million and $1.7 million, respectively.