Stock-Based Compensation | Stock-Based Compensation We have established and maintain an Omnibus Incentive Plan (2020 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards, performance restricted stock units, and other stock-based and cash-based awards. The 2020 Plan is administered by the Compensation and Management Development Committee of the Board of Directors. The aggregate number of shares of common stock authorized for grant under the 2020 Plan is 3,139,895 as approved by shareholders. Any officer, key employee and/or non-employee director is eligible for awards under the 2020 Plan. We grant restricted stock units to non-employee directors on the first business day of each fiscal year. As approved by the Compensation & Management Development Committee of our Board of Directors annually, we grant a mix of restricted stock awards, restricted stock units, performance shares and/or performance restricted stock units to officers, management and key employees. We also historically granted stock options to certain officers, directors and key employees. Occasionally, we may make additional grants to key employees at other times during the year. Restricted Stock Awards Restricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three-year period with service and continued employment as the only vesting criteria. The recipient of the restricted stock award is entitled to all of the rights of a shareholder, except that the award is nontransferable during the vesting period. The fair value of the restricted stock award is established on the grant date and then expensed over the vesting period resulting in an increase in additional paid-in-capital. Shares are generally issued from treasury stock at the time of grant. A summary of non-vested restricted stock awards activity during the three months ended January 31, 2021 is presented below: Restricted Stock Awards Weighted Average Non-vested at October 31, 2020 187,500 $ 16.82 Granted 73,300 20.68 Forfeited — — Vested (44,400) 20.70 Non-vested at January 31, 2021 216,400 $ 17.28 The total weighted average grant-date fair value of restricted stock awards that vested during each of the three months ended January 31, 2021 and 2020 was $0.9 million and $1.1 million, respectively. As of January 31, 2021, total unrecognized compensation cost related to unamortized restricted stock awards was $2.7 million. We expect to recognize this expense over the remaining weighted average vesting period of 2.2 years. Stock Options Historically, stock options have been awarded to key employees, officers and non-employee directors. In December 2017, the Compensation & Management Development Committee of the Board of Directors approved a change to the long-term incentive award program eliminating the grant of stock options and replacing this award with a grant of performance restricted stock units as further described below. As a result, the final stock options were granted during the fiscal year ended October 31, 2017. Stock options typically vested ratably over a three-year period with service and continued employment as the vesting conditions. Our stock options may be exercised up to a maximum of ten years from the date of grant. The fair value of the stock options was determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital. For employees who were nearing retirement-eligibility, we recognized stock option expense ratably over the shorter of the vesting period or the period from the grant-date to the retirement-eligibility date. We use a Black-Scholes pricing model to estimate the fair value of stock options. A description of the methodology for the valuation assumptions was disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020. The following table summarizes our stock option activity for the three months ended January 31, 2021: Stock Options Weighted Average Weighted Average Aggregate Outstanding at October 31, 2020 1,095,329 $ 18.88 Granted — Exercised (536,561) 18.69 Forfeited/Expired (1,000) 16.90 Outstanding at January 31, 2021 557,768 $ 19.07 4.3 $ 1,628 Vested at January 31, 2021 557,768 $ 19.07 4.3 $ 1,628 Exercisable at January 31, 2021 557,768 $ 19.07 4.3 $ 1,628 Intrinsic value is the amount by which the market price of the common stock on the date of exercise exceeds the exercise price of the stock option. The total intrinsic value of stock options exercised during the three months ended January 31, 2021 and 2020 was $2.3 million and $0.5 million, respectively. The weighted-average grant date fair value of stock options that vested during the three months ended January 31, 2020 was $0.4 million. As of January 31, 2020, all compensation cost related to stock options has been recognized. Restricted Stock Units Restricted stock units may be awarded to key employees and officers from time to time, and annually to non-employee directors. The non-employee director restricted stock units vest immediately but are payable only upon the director's cessation of service unless an election is made by the non-employee director to settle and pay the award on an earlier specified date. Restricted stock units awarded to employees and officers typically cliff vest after a three-year period with service and continued employment as the vesting conditions. Restricted stock units are not considered outstanding shares and do not have voting rights, although the holder does receive a cash payment equivalent to the dividend paid, on a one-for-one basis, on our outstanding common shares. Once the criteria is met, each restricted stock unit is payable to the holder in cash based on the market value of one share of our common stock. Accordingly, we record a liability for the restricted stock units on our balance sheet and recognize any changes in the market value during each reporting period as compensation expense. During the three months ended January 31, 2021 and 2020, non-employee directors received 28,826 and 25,326 restricted stock units, respectively, at a grant date fair value of $18.79 per share and $19.02 per share, respectively, which vested immediately. As of January 31, 2021, there were 21,774 non-vested restricted stock units, which were awarded in January 2020 to key employees at a weighted average grant date fair value of $17.08. During the three months ended January 31, 2021 we paid $0.1 million to settle vested restricted stock units. There were no corresponding payments to settle vested restricted stock during the three months ended January 31, 2020. Performance Share Awards We have awarded annual grants of performance shares to key employees and officers. Beginning with the fiscal year ended October 31, 2019, performance share awards issued vest with return on net assets (RONA) as the vesting condition and pay out 100% in cash, and are accounted for as liability. The expected cash settlement of the performance share award is recorded as a liability and is being marked to market over the three-year term of the award and can fluctuate depending on the number of shares ultimately expected to vest. Depending on the achievement of the performance conditions, 0% to 200% of the awarded performance shares may ultimately vest. The following table summarizes our performance share grants and the grant date fair value for the RONA performance metrics: Grant Date Shares Awarded Return on Net Assets Shares Forfeited December 5, 2018 131,500 $ 13.63 40,900 December 5, 2019 57,400 $ 19.40 5,300 December 2, 2020 65,300 $ 20.68 — In December 2020, the December 2017 grant vested, however, no shares were awarded as performance criteria were not met. We recorded compensation expense of $2.7 million for the three months ended January 31, 2021 related to the expected payout of our performance share awards that were outstanding as of January 31, 2021. We recorded a decrease in compensation expense of $0.5 million for the three months ended January 31, 2020 related to the expected payout of our performance share awards that were outstanding as of January 31, 2020. Performance share awards are not considered outstanding shares and do not have voting rights, although dividends are accrued over the performance period and will be payable in cash based upon the number of performance shares ultimately earned. Performance Restricted Stock Units We award performance restricted stock units to key employees and officers. These awards cliff vest upon a three-year service period with the absolute total shareholder return of our common stock over this three-year term as the vesting criteria. The number of shares earned is variable depending on the metric achieved, and the settlement method is 100% in our common stock, with accrued dividends paid in cash at the time of vesting, assuming the shares had been outstanding throughout the performance period. To value the performance restricted stock units, we used a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be adjusted for forfeitures and expensed over the three-year term of the award with a credit to additional paid-in-capital. Depending on the achievement of the performance conditions, a minimum of 0% and a maximum of 150% of the awarded performance restricted stock units may vest. Specifically, the awards vest on a continuum with the following Absolute Total Shareholder Return (A-TSR) milestones: Vesting Level Vesting Criteria Percentage of Award Vested Level 1 A-TSR greater than or equal to 50% 150% Level 2 A-TSR less than 50% and greater than or equal to 20% 100% Level 3 A-TSR less than 20% and greater than or equal to -20% 50% Level 4 A-TSR less than -20% —% The following table summarizes our performance restricted stock unit grants and the grant date fair value for the A-TSR performance metric: Grant Date Shares Awarded Grand Date Fair Value Shares Forfeited December 5, 2018 89,200 $ 13.63 25,500 December 5, 2019 35,000 $ 19.40 — December 2, 2020 38,400 $ 20.68 — During the three months ended January 31, 2021, 32,322 performance restricted stock units vested. We recorded compensation expense of approximately $0.2 million and $0.1 million, respectively, for the three months ending January 31, 2021 and 2020 related to our performance restricted stock units. The performance restricted stock units are not considered outstanding shares, do not have voting rights, and are excluded from diluted weighted-average shares used to calculate earnings per share until the performance criteria is probable to result in the issuance of contingent shares. As of January 31, 2021, we have deemed 71,484 shares related to the December 2018 grant of performance restricted stock units as probable to vest. Treasury Shares We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Shares are generally issued from treasury stock at the time of grant of restricted stock awards, upon the exercise of stock options, and upon the vesting of performance shares and performance restricted stock units. On the subsequent issuance of treasury shares, we record proceeds in excess of cost as an increase in additional paid in capital. A deficiency of such proceeds relative to costs would be applied to reduce paid-in-capital associated with prior issuances to the extent available, with the remainder recorded as a charge to retained earnings. There were no charges to retained earnings during the three months ended January 31, 2021. The following table summarizes the treasury stock activity during the three months ended January 31, 2021: Three Months Ended January 31, 2021 Beginning Balance as of November 1, 2020 4,491,429 Restricted stock awards granted (73,300) Performance share awards vested (32,322) Stock options exercised (536,561) Treasury stock repurchases 76,495 Balance at January 31, 2021 3,925,741 |