Share-Based Compensation | 3 Months Ended |
Mar. 30, 2014 |
Share-based Compensation [Abstract] | ' |
Share-Based Compensation | ' |
Share-Based Compensation |
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As of March 30, 2014, we have one share-based compensation plan. The Amended and Restated 1999 Stock Option and Incentive Plan (the “1999 Stock Plan”), which was adopted by our Board of Directors and approved by our shareholders, permits the grant of the following types of awards to our officers, other employees and non-employee directors: incentive stock options; non-qualified stock options; deferred stock awards; restricted stock awards; unrestricted stock awards; performance share awards; cash-based awards; stock appreciation rights and dividend equivalent rights. The 1999 Stock Plan provides for the issuance of up to 3,000,000 shares of common stock (subject to adjustment for stock splits and similar events). New options granted under the 1999 Stock Plan could have varying vesting provisions and exercise periods. Options granted vest in periods ranging from one year to five years and expire either seven years or ten years after the grant date. Restricted stock units granted generally vest from two years to six years. Vested restricted stock units will be settled in shares of our common stock. As of March 30, 2014, there were 505,007 stock options (including the CEO and CFO stock option awards noted below) and 251,664 restricted stock units outstanding. In addition, there were 259,453 shares available for grant under the 1999 Stock Plan as of March 30, 2014. As of March 30, 2014, there were 1,010 outstanding restricted stock units that contain rights to nonforfeitable dividend equivalents and are considered participating securities that are included in our computation of basic and fully diluted earnings per share. There is no difference in the earnings per share amounts between the two class method and the treasury stock method, which is why we continue to use the treasury stock method. |
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The Black-Scholes option pricing model was used to estimate the fair value of each stock option grant at the date of grant excluding the 2013 and 2014 CEO and CFO stock option awards noted below. Black-Scholes utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield and employee exercise behavior. Expected volatilities utilized in the model are based on the historic volatility of the Company’s stock price. The risk free interest rate is derived from the U.S. Treasury Yield curve in effect at the time of the grant. |
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On April 9, 2013, the Company granted stock options to purchase 200,000 shares of common stock to its newly appointed President and Chief Executive Officer at an exercise price of $41.17 per share ("2013 CEO Option Award"). On December 2, 2013, the Company granted stock options to purchase 100,000 shares of common stock to its newly appointed Executive Vice President and Chief Financial Officer at an exercise price of $79.33 per share ("2013 CFO Option Award"). On March 5, 2014, the Company granted stock options to purchase 100,000 shares of common stock to its President and Chief Executive Officer at an exercise price of $70.42 per share ("2014 CEO Option Award"). Both the 2013 CEO Option Award and the 2013 CFO Option Award were considered inducement awards and were granted outside of the Company's 1999 Stock Plan. All three of these option awards include a service period and a market performance vesting condition. The stock options will vest if the following stock price targets are met based on the stock price closing at or above these targets for 60 consecutive trading days: |
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2013 CEO Option Award | | |
Stock Price Target | Cumulative Vested Portion of Stock Options (in Shares) | |
$50.00 | 50,000 | |
$60.00 | 100,000 | |
$70.00 | 150,000 | |
$80.00 | 200,000 | |
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2013 CFO and 2014 CEO Option Award | | |
Stock Price Target | Cumulative Vested Portion of Stock Options (in Shares) | |
$87.50 | 25,000 | |
$100.00 | 50,000 | |
$112.50 | 75,000 | |
$125.00 | 100,000 | |
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Vested options may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting. On August 8, 2013, the $50.00 Stock Price Target for the 2013 CEO Option Award was met. On January 6, 2014 and January 28, 2014, the $60.00 and $70.00 Price targets for the 2013 CEO Option Award were met, respectively. Therefore, 150,000 options have vested of which 37,500 are currently exercisable under the 2013 CEO Option Award. These stock option awards are being expensed utilizing a graded method and are subject to forfeiture in the event of employment termination (whether voluntary or involuntary) prior to vesting. All three of these option awards have a 10 year term but to the extent that the market conditions above (Stock Price Targets) are not met, these options will not vest and will forfeit 5 years from grant date. The Company used a Monte Carlo simulation option pricing model to value these option awards. |
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During the three months ended March 30, 2014, the Company granted 164,503 stock options (including the 2014 CEO Option Award noted above). This compares with no stock options granted during the first three months of 2013. The average fair value of stock options granted during the first three months of 2014 was $26.32 and was estimated using the following weighted-average assumptions: |
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Risk-free interest rate | 1.8 | % |
Expected life (years) | 3.7 | |
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Expected stock volatility | 41.4 | % |
Expected dividend yield | 0.2 | % |
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We account for Restricted Stock Unit Awards (“RSU Awards”) by expensing the weighted average fair value to selling, general and administrative expenses ratably over vesting periods generally ranging from two to six years. During the three months ended March 30, 2014 and March 31, 2013, we granted 31,954 and 109,468 RSU Awards with approximate fair values of $71.75 and $42.12 per RSU Award, respectively. During the first three months of 2014 and 2013, the Company granted performance-based RSUs as part of the overall mix of RSU Awards. These performance-based RSUs include metrics for achieving Return on Invested Capital and Adjusted Operating Margin with target payouts ranging from 0% to 200%. Of the 31,954 RSUs granted during the three months ended March 30, 2014, 11,881 are performance-based RSU awards. This compares to 24,641 performance-based RSU awards granted during the three months ended March 31, 2013. |
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The CIRCOR Management Stock Purchase Plan, which is a component of the 1999 Stock Plan, provides that eligible employees may elect to receive restricted stock units in lieu of all or a portion of their pre-tax annual incentive bonus and, in some cases, make after-tax contributions in exchange for restricted stock units (“RSU MSPs”). In addition, non-employee directors may elect to receive restricted stock units in lieu of all or a portion of their annual directors’ fees. Each RSU MSP represents a right to receive one share of our common stock after a three year vesting period. RSU MSPs are granted at a discount of 33% from the fair market value of the shares of common stock on the date of grant. This discount is amortized as compensation expense, to selling, general and administrative expenses, over a four year period. RSU MSPs totaling 32,752 and 28,463 with per unit discount amounts representing fair values of $23.61 and $13.90 were granted under the CIRCOR Management Stock Purchase Plan during the three months ended March 30, 2014 and March 31, 2013, respectively. |
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Compensation expense related to our share-based plans for the three month periods ended March 30, 2014 and March 31, 2013 was $1.8 million and $1.2 million, respectively, and was recorded as selling, general and administrative expense. As of March 30, 2014, there was $17.1 million of total unrecognized compensation costs related to our outstanding share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 2.4 years. |
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The weighted average contractual term for stock options outstanding and options exercisable as of March 30, 2014 was 8.9 years and 7.8 years, respectively. The aggregate intrinsic value of stock options exercised during the three months ended March 30, 2014 was $0.2 million and the aggregate intrinsic value of stock options outstanding and options exercisable as of March 30, 2014 was $7.7 million and $2.5 million, respectively. |
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The aggregate intrinsic value of RSU Awards settled during the three months ended March 30, 2014 was $1.6 million and the aggregate intrinsic value of RSU Awards outstanding and RSU Awards vested and deferred as of March 30, 2014 was $12.4 million and $0.1 million, respectively. |
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The aggregate intrinsic value of RSU MSPs settled during the three months ended March 30, 2014 was $0.8 million and the aggregate intrinsic value of RSU MSPs outstanding and RSU MSPs vested and deferred as of March 30, 2014 was $2.9 million and $0.0 million, respectively. |
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The Company also grants Cash Settled Stock Unit Awards to its international participants. These Cash Settled Stock Unit Awards typically cliff-vest in three years and are settled in cash based on the company's closing stock price at the time of vesting. As of March 30, 2014, there were 42,365 Cash Settled Stock Unit Awards outstanding compared to 44,327 Cash Settled Stock Unit Awards as of March 31, 2013. During the three months ended March 30, 2014, the aggregate cash used to settle Cash Settled Stock Unit Awards was $0.6 million. As of March 30, 2014, the company had $1.0 million in accrued expenses and current liabilities for Cash Settled Stock Unit Awards compared with $0.6 million as of March 31, 2013. Cash Settled Stock Unit Awards related compensation costs for the three month periods ended March 30, 2014 and March 31, 2013 was $0.1 million and $0.3 million, respectively, and was recorded as selling, general, and administrative expense. |