Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans Our stock-based compensation expense has included expense associated with KAR Auction Services, Inc. service-based options ("service options"), market-based options ("market options"), performance-based restricted stock units ("PRSUs") and service-based restricted stock units ("RSUs"). We have determined that the KAR Auction Services, Inc. service options, market options, PRSUs and RSUs should be classified as equity awards. In addition, as further discussed below, holders of some of these awards received an equivalent number of PRSUs, RSUs and options in IAA as they had in KAR at June 28, 2019. These awards are scheduled to vest over the period from February 2020 to February/March 2022. In connection with the spin-off of IAA, the Company modified its stock-based compensation awards under the "equitable adjustments" clause in the Omnibus Plan, which provides anti-dilution protection. Generally, the award adjustments were intended to maintain the economic value of the awards before and after the Separation date. The post-spin KAR awards and post-spin IAA awards are generally subject to the same terms and conditions, and will continue to vest on the same schedule as the pre-spin KAR awards, except as noted in the equity-conversion related provisions of the employee matters agreement. There was no incremental compensation expense recorded as a result of these modifications. The post-spin expense is comprised of the combined KAR and IAA awards held by KAR employees and did not change as a result of the spin-off. The compensation cost that was charged against income for all stock-based compensation plans was $15.6 million, $14.0 million and $19.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, and the total income tax benefit recognized in the consolidated statement of income for options, PRSUs and RSUs was approximately $2.0 million, $2.0 million and $2.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. We did not capitalize any stock-based compensation cost in the years ended December 31, 2021, 2020 or 2019. The following table summarizes our stock-based compensation expense by type of award (in millions) : Year Ended December 31, 2021 2020 2019 PRSUs $ 2.0 $ 4.8 $ 10.0 RSUs 6.4 9.2 9.6 Service options 1.1 — — Market options 6.1 — — Total stock-based compensation expense $ 15.6 $ 14.0 $ 19.6 KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan - PRSUs, RSUs, Service Options and Market Options We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan in December 2009, which was approved by shareholders and amended and restated in June 2014 and further amended and restated in June 2021 ("Omnibus Plan"). The Omnibus Plan is intended to provide equity and/or cash-based awards to our executive officers and key employees. The maximum number of shares of the Company's common stock that may be issued pursuant to awards under the Omnibus Plan is approximately 7.3 million, of which approximately 3.9 million shares remained available for future grants as of December 31, 2021. The Omnibus Plan provides for the grant of stock options, restricted stock, stock appreciation rights, other stock-based awards and cash-based awards. The grants described below were made pursuant to the Company's Policy on Granting Equity Awards. PRSUs In the years ended December 31, 2021, 2020 and 2019 we granted a target amount of approximately 0.7 million, 0.4 million and 0.3 million, respectively, PRSUs to certain executive officers and other employees of the Company. Approximately 0.5 million of the PRSUs granted in 2021 and all of the PRSUs granted in 2020 vest if and to the extent that the Company's three-year cumulative operating adjusted net income per share attains certain specified goals. Approximately 0.2 million of the PRSUs granted in 2021 vest if and to the extent that certain operational goals are attained by year-end 2023 or 2024. The weighted average grant date fair value of the PRSUs was $15.37 per share, $22.24 per share and $47.09 per share in 2021, 2020 and 2019, respectively, which was determined using the closing price of the Company's common stock on the dates of grant. Dividend equivalents accrue on the PRSUs, as applicable, and are subject to the same vesting and forfeiture terms as the PRSUs. The following table summarizes PRSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2021: Performance Restricted Stock Units Number Weighted Average Grant Date Fair Value PRSUs at January 1, 2021 791,158 $ 20.97 Granted 664,680 15.37 Vested (192,884) 20.36 Forfeited (8,322) 21.22 PRSUs at December 31, 2021 1,254,632 $ 18.10 KAR employees hold all of the non-vested PRSUs at December 31, 2021. KAR employees also hold 230,228 of non-vested PRSUs in IAA at December 31, 2021. The fair value of shares that vested during the years ended December 31, 2021 and 2020 was $2.7 million and $5.1 million, respectively. As of December 31, 2021, an estimated $1.0 million of unrecognized compensation expense related to non-vested PRSUs is expected to be recognized over a weighted average term of approximately 2.0 years. RSUs In the years ended December 31, 2021, 2020 and 2019, approximately 0.5 million, 0.4 million and 0.3 million RSUs were granted to certain executive officers and management members of the Company. The RSUs are contingent upon continued employment and generally vest in three equal annual installments. The fair value of RSUs is the value of the Company's common stock at the date of grant and the weighted average grant date fair value of the RSUs was $13.93 per share, $22.24 per share and $46.95 per share in 2021, 2020 and 2019, respectively. Dividend equivalents accrue on the RSUs, as applicable, and are subject to the same vesting and forfeiture terms as the RSUs. The following table summarizes RSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2021: Restricted Stock Units Number Weighted Average Grant Date Fair Value RSUs at January 1, 2021 578,342 $ 21.73 Granted 482,664 13.93 Vested (257,800) 20.61 Forfeited (55,591) 17.71 RSUs at December 31, 2021 747,615 $ 16.81 KAR employees hold 730,412 of the non-vested RSUs at December 31, 2021 and IAA employees hold 17,203 of the non-vested RSUs at December 31, 2021. KAR employees also hold 49,907 of non-vested RSUs in IAA at December 31, 2021. The fair value of shares that vested during the years ended December 31, 2021, 2020 and 2019 was $3.8 million, $6.0 million and $11.8 million, respectively. As of December 31, 2021, there was approximately $6.6 million of unrecognized compensation expense related to non-vested RSUs which is expected to be recognized over a weighted average term of 1.7 years. Service Options For the year ended December 31, 2021, we granted approximately 1.1 million service options with a weighted average exercise price of $16.15 per share to certain executive officers of the Company. The service options have a life of ten years and vest in equal annual installments on each of the first four anniversaries of the grant dates. Service options have been accounted for as equity awards and, as such, compensation expense was measured based on the fair value of the award at the date of grant and is being recognized ratably over the four The expected life of the service options was calculated in accordance with Staff Accounting Bulletin No. 107, which allows for the use of a simplified method. Under the simplified method, the expected life is based on the midpoint of the average time to vest and the full contractual term of the time-vested options. The computation of expected volatility was based on historical stock volatility. The expected dividend yield is based upon an anticipated return to historical dividends during the life of the time-vested options. The risk free interest rate is based upon observed interest rates appropriate for the term of the options. The following table summarizes service option activity under the Omnibus Plan for the year ended December 31, 2021: Service Options Number Weighted Weighted Aggregate Outstanding at January 1, 2021 487,156 $ 10.66 Granted 1,071,609 16.15 Exercised (54,892) 7.99 Forfeited (2,796) 5.39 Canceled 2,250 11.57 Outstanding at December 31, 2021 1,503,327 $ 14.70 7.2 years $ 2.8 Exercisable at December 31, 2021 431,718 $ 11.06 2.0 years $ 2.0 The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2021. The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $15.62 on December 31, 2021. The total intrinsic value of service options exercised during the years ended December 31, 2021, 2020 and 2019 was $0.5 million, $2.8 million and $7.1 million, respectively. The fair market value of all vested and exercisable service options at December 31, 2021 and 2020 was $6.7 million and $9.1 million, respectively. As of December 31, 2021, there was approximately $3.2 million of unrecognized compensation expense related to non-vested service options which is expected to be recognized over a weighted average term of 3.5 years. Market Options For the year ended December 31, 2021, we granted approximately 4.3 million market options with a weighted average exercise price of $16.15 per share to certain executive officers of the Company. The market options have a life of ten years and have a service component along with an additional market component. The market options become eligible to vest and become exercisable in equal increments, each upon the later to occur of (i) the first four anniversaries of the grant dates, respectively, and (ii) for each respective 25% increment, the attainment of KAR's closing stock price at or above $5, $10, $15 and $20 over each respective exercise price, for 20 consecutive trading days. The weighted average fair value of the market options granted for the year ended December 31, 2021 was $3.91 per share. The fair value and requisite service period of the market options was developed with a Monte Carlo simulation using a multivariate Geometric Brownian Motion with a drift equal to the risk free rate. The following table summarizes market option activity under the Omnibus Plan for the year ended December 31, 2021: Market Options Number Weighted Weighted Aggregate Outstanding at January 1, 2021 — N/A Granted 4,286,426 16.15 Exercised — N/A Forfeited — N/A Canceled — N/A Outstanding at December 31, 2021 4,286,426 $ 16.15 9.4 years $ 3.5 Exercisable at December 31, 2021 — N/A N/A N/A The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2021. The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $15.62 on December 31, 2021. As of December 31, 2021, there was approximately $10.7 million of unrecognized compensation expense related to non-vested market options which is expected to be recognized over a weighted average term of 3.6 years. KAR Auction Services, Inc. Employee Stock Purchase Plan We adopted the KAR Auction Services, Inc. Employee Stock Purchase Plan ("ESPP") in December 2009. The ESPP, which was approved by shareholders, is designed to provide an incentive to attract, retain and reward eligible employees and is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. At the Company's annual meeting of stockholders in June 2020, the stockholders approved an amendment to the ESPP. As a result, the maximum number of shares reserved for issuance under the ESPP was increased from 1,000,000 shares to 2,500,000 shares, of which 1,227,298 shares remained available for future ESPP purchases as of December 31, 2021. The ESPP provides for one month offering periods with a 15% discount from the fair market value of a share on the date of purchase. A participant's annual contribution to the ESPP may not exceed $25,000 per year. Unless terminated earlier, the ESPP will terminate on December 31, 2028. In accordance with ASC 718, Compensation—Stock Compensation , the entire 15% purchase discount is recorded as compensation expense. Share Repurchase Programs In October 2019, the board of directors authorized a repurchase of up to $300 million of the Company's outstanding common stock, par value $0.01 per share, through October 30, 2021. In October 2021, the board of directors authorized an extension of the October 2019 share repurchase program through December 31, 2022. At December 31, 2021, approximately $109.0 million of the Company's outstanding common stock remained available for repurchase under the 2019 share repurchase program. Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. This program does not oblige the Company to repurchase any dollar amount or any number of shares under the authorization, and the program may be suspended, discontinued or modified at any time, for any reason and without notice. In 2021 and 2020, we repurchased and retired 10,847,800 and 585,086 shares of common stock, respectively, in the open market at a weighted average price of $16.66 and $17.50 per share, respectively, under the October 2019 authorization. No shares of common stock were repurchased in 2019 under the October 2019 authorization. In October 2016, the board of directors authorized a repurchase of up to $500 million of the Company’s outstanding common stock, par value $0.01 per share, through October 26, 2019. Repurchases were made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases was subject to market and other conditions. In 2019, we repurchased and retired 4,753,300 shares of common stock in the open market at a weighted average price of $25.18 per share, under the October 2016 authorization. |