SHARE-BASED COMPENSATION AND BENEFIT PLANS | 10. SHARE-BASED COMPENSATION AND BENEFIT PLANS Share-Based Compensation Plans We have two share-based compensation plans for employees. The 2021 Incentive Compensation Plan (the “2021 Plan”) provides for the award of a broad variety of share-based compensation alternatives such as restricted stock, non-qualified non-qualified Under the 2021 Plan, the number of shares of common stock available for issuance is (i) , plus (ii) shares of common stock that remained available for grant in connection with awards under the Watsco, Inc. 2014 Incentive Compensation Plan (the “2014 Plan”) on the date on which our shareholders approved the 2021 Plan, plus (iii) shares underlying currently outstanding awards issued under the 2014 Plan, which shares become reissuable under the 2021 Plan to the extent that such underlying shares are not issued due to their forfeiture, expiration, termination or otherwise. A total of shares of common stock, net of cancellations, had been awarded under the 2021 Plan as of December 31, 2024. As of December 31, 2024, shares of common stock were reserved for future grants under the 2021 Plan. Options under the 2021 Plan vest over two to seven of service and have contractual terms of five and ten years. Awards of restricted stock, which are granted at no cost to the employee, vest upon attainment of a specified age, generally toward the end of an employee’s career at age or older. Vesting may be accelerated in certain circumstances prior to the original vesting date. Our second plan, the 2014 Plan, expired in 2021; therefore, no additional options may be granted, but awards remain outstanding in accordance with their respective terms. There were 65,850 options to p urchase two The following is a summary of stock option activity under the 2021 Plan and the 2014 Plan as of and for the year ended December 31, 2024: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at December 31, 2023 410,865 $ 260.82 Granted 41,200 431.36 Exercised (137,320 ) 222.78 Forfeited (11,250 ) 288.67 Expired (3,000 ) 164.30 Options outstanding at December 31, 2024 300,495 $ 301.50 2.50 $ 51,907 Options exercisable at December 31, 2024 78,102 $ 249.19 1.36 $ 17,560 The following is a summary of restricted stock activity as of and for the year ended December 31, 2024: Shares Weighted- Restricted stock outstanding at December 31, 2023 2,736,681 $ 124.56 Granted 110,160 428.46 Vested (199,329 ) 33.18 Forfeited (21,215 ) 261.60 Restricted stock outstanding at December 31, 2024 2,626,297 $ 143.14 The weighted-average grant date fair value of restricted stock granted during 2024, 2023, and 2022 was $428.46, $302.71, and $290.55, respectively. The fair value of restricted stock that vested during 2024, 2023, and 2022 was $102,328, $5,745, and $271,781, respectively. During 2024, 78,378 shares of common stock with an aggregate fair market value of $39,613 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. During 2023, 7,585 shares of common stock with an aggregate fair market value of $2,215 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. During 2022, 320,468 shares of Class B common stock, which include the 311,408 surrendered shares referenced below, with an aggregate fair market value of $87,049 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. These shares were retired upon delivery. 2022 Vesting of Restricted Stock Held by our CEO On October 15, 2022, 975,622 shares of Class B restricted stock previously granted to our CEO during the period from 1997 to 2011 under various performance-based incentive plans vested. The vested shares had a value of $265,106 based on the closing price of our Class B common stock as of that date, which wa our provision for income taxes in 2022 by approximately $ . This vested value constitute d in statutory withholding, which, in turn, was satisfied by the CEO through a cash payment to us of $ and by the surrendering of shares of Class B common stock. Accordingly, shares of Class B common stock were retained by the CEO, and we retired the surrendered shares. Share-Based Compensation Fair Value Assumptions The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing valuation model based on the weighted-average assumptions noted in the table below. The fair value of each stock option award, which is subject to graded vesting, is expensed, net of estimated forfeitures, on a straight-line basis over the requisite service period for each separately vesting portion of the stock option. We use historical data to estimate stock option forfeitures. The expected term of stock option awards granted represents the period of time that stock option awards granted are expected to be outstanding and was calculated using the simplified method for plain vanilla options, which we believe provides a reasonable estimate of expected life based on our historical data. The risk-free rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon The following table presents the weighted-average assumptions used for stock options granted: Years Ended December 31, 2024 2023 2022 Expected term in years 5.16 4.25 4.25 Risk-free interest rate 4.17 % 4.11 % 3.04 % Expected volatility 24.72 % 25.38 % 23.10 % Expected dividend yield 2.55 % 3.15 % 2.84 % Grant date fair value $ 93.88 $ 67.32 $ 46.60 Exercise of Stock Options The total intrinsic value of stock options exercised during 2024, 2023, and 2022 was $32,481, $30,515, and $13,046, respectively. Cash received from the exercise of stock options during 2024, 2023, and 2022 was $28,791, $26,835, and $18,425, respectively. The tax benefit from stock option exercises during 2024, 2023, and 2022 was $7,040, $6,617, and $2,658, respectively. During 2024, 2023, and 2022, 3,999 shares of Common stock with an aggregate fair market value of $1,860, 17,687 shares of Common stock with an aggregate fair market value of $5,489 and 1,592 shares of Common stock with an aggregate fair market value of $438, respectively, were withheld as payment in lieu of cash for stock option exercises and related tax withholdings. These shares were retired upon delivery. Share-Based Compensation Expense The following table provides information on share-based compensation expense: Years Ended December 31, 2024 2023 2022 Stock options $ 3,798 $ 3,603 $ 3,856 Restricted stock 31,224 26,397 24,965 Share-based compensation expense $ 35,022 $ 30,000 $ 28,821 At December 31, 2024, there was $7,188 of unrecognized pre-tax At December 31, 2024, there was $ of unrecognized pre-tax compensation expense related to restricted stock, which is expected to be recognized over a weighted-average period of approximately years. Of this amount, approximately $ is related to awards granted to our CEO, of which approximately $ , $ , $ , and $ vest in approximately , , and years upon his attainment of age , , , and respectively, and approximately $ is related to awards granted to our President, of which approximately $ and $ vest in approximately and years upon his attainment of age and , respectively. In the event that vesting is accelerated for any circumstance, as defined in the related agreements, the remaining unrecognized share-based compensation expense would be immediately recognized as a charge to earnings with a corresponding tax benefit. At December 31, 2024, we were obligated to issue shares of restricted stock to our CEO that vest in approximately years, shares of restricted stock to our President that vest in approximately years, and an estimated shares of restricted stock to various key leaders that vest in approximately - years in connection with 2024’s performance-based incentive compensation program. Employee Stock Purchase Plan The Watsco, Inc. Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan (the “ESPP”) provides for up to 1,500,000 shares of Common stock to be available for purchase by our full-time employees with at least 90 days of service. The ESPP allows participating employees to purchase shares of Common stock at a 5% discount to the fair market value at specified times. During 2024, 2023, and 2022, employees purchased 2,935, 4,096, and 4,101 shares of Common stock at an average price of $429.60, $306.80, and $262.57 per share, respectively. Cash dividends received by the ESPP were reinvested in Common stock and resulted in the issuance of 2,308, 3,079, and 3,365 additional shares during 2024, 2023, and 2022, respectively. We received proceeds of $2,292, $2,292, and $1,997, respectively, during 2024, 2023, and 2022, for shares of our Common stock purchased and reinvested under the ESPP. At December 31, 2024, 431,061 shares remained available for purchase under the ESPP. 401(k) Plan We have a profit sharing retirement plan for our employees that is qualified under Section 401(k) of the Internal Revenue Code. Annual matching contributions are made based on a percentage of eligible employee compensation deferrals. The contribution has historically been made with the issuance of Common stock to the plan on behalf of our employees. For the years ended December 31, 2024, 2023, and 2022, we issued 20,387, 35,533, and 21,560 shares of Common stock, respectively, to the plan, representing the Common stock discretionary matching contribution of $8,735, $8,862, and $6,746, respectively. |