Stock-Based Compensation | Stock-Based Compensation (a) Long-Term Incentive Award Plans The Company grants stock options and restricted stock units to HMS employees and non-employee directors of the Company under the HMS Holdings Corp. 2019 Omnibus Incentive Plan (the “2019 Omnibus Plan”), as approved by the Company’s shareholders on May 22, 2019. The 2019 Omnibus Plan replaces and supersedes the HMS Holdings Corp. 2016 Omnibus Incentive Plan. (b) Stock-Based Compensation Expense Total stock-based compensation expense in the Company’s unaudited Consolidated Statements of Income related to the Company’s long-term incentive award plans was as follows (in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Cost of services-compensation $ 982 $ 1,537 $ 7,825 $ 5,802 Selling, general and administrative 1,952 1,900 10,890 11,843 Total $ 2,934 $ 3,437 $ 18,715 $ 17,645 (c) Stock Options For the three months ended September 30, 2019 and 2018, stock-based compensation expense related to stock options was approximately $0.9 million and $1.6 million, respectively. For the nine months ended September 30, 2019 and 2018, stock-based compensation expense related to stock options was approximately $7.8 million and $7.6 million, respectively. Presented below is a summary of stock option activity for the nine months ended September 30, 2019 ( in thousands, except for weighted average exercise price and weighted average remaining contractual terms ): Number of Options Weighted Weighted Aggregate Outstanding balance at December 31, 2018 4,402 $ 17.07 Granted 634 38.71 Exercised (2,427) 16.18 Forfeitures (146) 19.68 Expired (2) 15.78 Outstanding balance at September 30, 2019 2,461 Expected to vest at September 30, 2019 1,051 $ 28.22 8.75 $ 8,746 Exercisable at September 30, 2019 979 $ 17.18 5.78 $ 16,918 During the three months ended September 30, 2019 and 2018, the Company received proceeds of $12.2 million and $11.2 million, respectively, for the issuance of 740,748 and 535,077 shares of common stock upon the exercise of outstanding stock options, respectively. The total intrinsic value of stock options exercised during the three months ended September 30, 2019 and 2018 was $16.0 million and $4.0 million, respectively. During the nine months ended September 30, 2019 and 2018, the Company received proceeds of $39.2 million and $13.6 million, respectively, for the issuance of 2,427,156 and 686,111 shares of common stock upon the exercise of outstanding stock options, respectively. The total intrinsic value of stock options exercised during the nine months ended September 30, 2019 and 2018 was $45.5 million and $4.7 million, respectively. As of September 30, 2019, there was approximately $5.6 million of total unrecognized compensation cost related to stock options outstanding, which is expected to be recognized over a weighted average period of 1.1 years. The weighted-average grant date fair value per share of the stock options granted during the nine months ended September 30, 2019 and 2018 was $13.87 and $7.52, respectively. HMS estimated the fair value of each stock option grant on the date of grant using a Black-Scholes option pricing model and weighted–average assumptions set forth in the following table: Nine Months Ended 2019 2018 Expected dividend yield 0 % 0 % Risk-free interest rate 2.5 % 2.7 % Expected volatility 40.9 % 42.4 % Expected life (years) 6.35 6.00 The total tax benefits recognized on stock-based compensation related to stock options for the nine months ended September 30, 2019 and 2018 was $16.1 million and $1.0 million, respectively. (d) Restricted Stock Units For the three months ended September 30, 2019 and 2018, stock-based compensation expense related to restricted stock units was approximately $1.9 million and $1.9 million, respectively. For the nine months ended September 30, 2019 and 2018, stock-based compensation expense related to restricted stock units was approximately $10.9 million and $10.0 million, respectively. Presented below is a summary of restricted stock units activity for the nine months ended September 30, 2019 (in thousands, except for weighted average grant date fair value per unit): Number of Weighted Average Outstanding balance at December 31, 2018 1,488 $ 17.60 Granted 473 34.19 Vesting of restricted stock units, net of units withheld for taxes (405) 16.60 Units withheld for taxes (200) 16.60 Forfeitures (99) 19.97 Outstanding balance at September 30, 2019 1,257 $ 25.82 For the three months ended September 30, 2019 and 2018, HMS granted 12,687 and 1,794 restricted stock units, respectively, with an aggregate fair market value of $0.5 million and $0.1 million, respectively. For the nine months ended September 30, 2019 and 2018, HMS granted 474,520 and 762,877 restricted stock units, respectively, with an aggregate fair market value of $16.2 million and $12.8 million, respectively. As of September 30, 2019, 995,860 restricted stock units remained unvested and there was approximately $12.4 million of unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted average vesting period of 1.1 years. |