Stock-Based Compensation | Note 17 . Stock-Based Compensation In connection with our initial public offering, our board of directors and stockholders adopted the Omnibus Incentive Plan. Prior to our initial public offering, our board of directors and stockholders had adopted the Amended and Restated ServiceMaster Global Holdings, Inc. Stock Incentive Plan, as amended as of October 25, 2012 (the “ MSIP ”) . Upon adoption of the Omnibus Incentive Plan, we froze the MSIP and will make no further grants thereunder. However, awards previously granted under the MSIP are unaffected by the termination of the MSIP. The Omnibus Incentive Plan provides for awards in the form of stock options, stock purchase rights, restricted stock, RSUs, performance shares, performance units, stock appreciation rights, dividend equivalents, DSUs , deferred share equivalents, and other stock-based awards. The MSIP provided for the sale of shares and DSUs of our stock to our executives, officers and other employees and to our directors as well as the grant of RSUs, performance-based RSUs and options to purchase our shares to those individuals. Our Compensation Committee selects our executive officers, employees and directors eligible to participate in the Omnibus Incentive Plan and determines the specific number of shares to be offered or options to be granted to an individual. On February 24, 2015, our board of directors approved and recommended for approval by our stockholders the Employee Stock Purchase Plan, which became effective for offering periods commencing July 1, 2015. The Employee Stock Purchase Plan is intended to qualify for the favorable tax treatment under the Code. Under the plan, eligible employees may purchase common stock, subject to Internal Revenue Service limits, during pre-specified offering periods at a discount established by us not to exceed ten percent of the then-current fair market value. On April 27, 2015, our stockholders approved the Employee Stock Purchase Plan with a maximum of one million shares of common stock authorized for sale under the plan. Under the Employee Stock Purchase Plan, we sold 52,051 shares in 2017 and 70,063 shares in 2016 . As a result of the American Home Shield s pin-off described in Note 1 to the consolidated financial statements, the Employee Stock Purchase Plan was suspended effective January 1, 2018. A maximum of 16,396,667 shares of our stock is authorized for issuance under the MSIP, the Omnibus Incentive Plan and the Employee Stock Purchase Plan, of which, as of December 31, 201 8 , 6,661,265 shares remain available for future grants. We currently intend to satisfy any need for our shares of common stock associated with the vesting of RSUs, exercise of options or purchase of shares issued under the Omnibus Incentive Plan, MSIP or Employee Stock Purchase Plan through new shares available for issuance or any shares repurchased, forfeited or surrendered from participants in the MSIP and the Omnibus Incentive Plan. All option grants under the Omnibus Incentive Plan and the MSIP have been, and we expect that all future option grants will be, non-qualified options with a per-share exercise price no less than the fair market value of one share of our stock on the grant date. Any stock options granted will generally have a term of 10 years and vesting will be subject to an employee’s continued employment. Our Compensation Committee may accelerate the vesting of an option at any time. In addition, vesting of options will be accelerated if we experience a change in control (as defined in the Omnibus Incentive Plan and the MSIP) unless options with substantially equivalent terms and economic value are substituted for existing options in place of accelerated vesting. Our stock option awards also have a “double trigger provision” that provides for acceleration in the event of a change in control and subsequent termination of the employee from the acquiring company within 24 months of the change in control. For RSUs granted in July 2018 or thereafter, the Compensation Committee revised the RSU award agreements to include a double trigger provision relating to the acceleration of vesting RSUs on a change in control and subsequent termination of the employee from the acquiring company within 24 months of the change in control. Vesting of options and RSUs granted under the Omnibus Incentive Plan and the MSIP will also be accelerated , in whole or in part, in the event of an employee’s death or disability (as defined in the Omnibus Incentive Plan and the MSIP). Upon termination for cause (as defined in the Omnibus Incentive Plan and the MSIP), all options and RSUs held by an employee are immediately cancelled. Following a termination without cause, vested options will generally remain exercisable through the earlier of the expiration of their term or three months following termination of employment ( one year in the case of death, disability or retirement at normal retirement age). Unless sooner terminated by our board of directors, the Omnibus Incentive Plan will remain in effect until June 26, 2024. In 2018, 2017 and 2016 , we completed various equity offerings to certain of our executives, officers and employees pursuant to the Omnibus Incentive Plan. The shares sold and options granted in connection with these equity offerings are subject to and governed by the terms of the Omnibus Incentive Plan. No other shares of common stock were sold by us in 2018, 2017 or 2016. Stock Options We granted our executives, officers and employees options to purchase 502,004 ; 747,761 ; and 684,329 shares of our common stock in 2018, 2017 and 2016, respectively, at a weighted-average exercise price of $55.18 per share for options issued in 2018, $39.27 per share for options issued in 2017, and $39.54 per share for options issued in 2016. These options are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. The per share purchase price and exercise price was based on the determination by our Compensation Committee of the fair market value of our common stock as of the purchase/grant dates. All options granted to date generally will vest in four equal annual installments, subject to an employee’s continued employment. The four -year vesting period is the requisite service period over which compensation cost will be recognized on a straight-line basis for all grants. All options issued are accounted for as equity-classified awards. The value of each option award was estimated on the grant date using the Black-Scholes option valuation model that incorporates the assumptions noted in the following table. For options granted in 2018, 201 7 and 201 6 , the expected volatility was based on historical and implied volatilities of our publicly traded stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method as outlined by the SEC in Staff Accounting Bulletins No. 107 and 110 as we do not have sufficient historical exercise s to provide a reasonable basis upon which to estimate expected life due to the limited period of time our equity shares have been publicly traded. The risk-free interest rates were based on U.S. Treasury securities with terms similar to the expected lives of the options as of the grant dates. Year Ended December 31, Assumption 2018 2017 2016 Expected volatility 25.9 % 27.7 % 32.3 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life (in years) 6.3 6.3 6.3 Risk-free interest rate 2.63% - 2.94 % 1.83% - 2.29 % 1.25% - 1.46 % The weighted-average grant-date fair value of the options granted during 201 8 , 2017 and 2016 was $17.68 , $12.45 and $13.58 per option, respectively. During the year ended December 31, 2018, we applied a forfeiture assumption of 19.22 percent per annum in the recognition of the expense related to these options, with the exception of the options held by our CEO for which we applied a forfeiture rate of zero . The total intrinsic value of stock options exercised during the years ended December 31, 2018, 2017 and 2016, was $6 million, $60 million and $20 million , respectively. The total fair value of stock options vested during t he years ended December 31, 2018, 2017 and 2016 , was $3 million, $6 million and $6 million , respectively. A summary of option activity under the MSIP and Omnibus Incent ive Plan as of December 31, 2018 and changes during the year then ended is presented below: Weighted Avg. Aggregate Remaining Weighted Avg. Intrinsic Contractual Stock Exercise Value Term Options Price (in millions) (in years) Total outstanding, December 31, 2017 1,125,162 $ 34.84 $ 18 8.15 Granted to employees 502,004 $ 55.18 Equitable Adjustment 581,231 $ 29.48 Exercised (232,527) $ 27.41 Forfeited (624,641) $ 38.21 Expired (8,386) $ 39.55 Total outstanding, December 31, 2018 1,342,843 $ 29.34 $ 10 8.01 Total exercisable, December 31, 2018 329,287 $ 21.81 $ 5 6.64 RSUs We granted our executives, officers and employees 354,931 ; 416,604 ; and 267,739 ; RSUs in 2018, 2017 and 2016 , respectively, with weighted-average grant date fair values of $ 52.40 per unit for 2018, $40.51 per unit for 2017 , and $39.15 per unit for 2016 , which was equivalent to the then current fair value of our common stock at the grant date. All RSUs out standing as of December 31, 2018 will vest in three equal annual installments, subject to an employee’s continued employment. Upon vesting, each RSU will be converted into one share of our common stock. The total fair value of RSUs vested during t he years ended December 31, 2018, 2017 and 2016 , was $18 million, $7 million and $10 million , respectively. A summary of RSU activity under the Omnibus Incent ive Plan as of December 31, 2018, and changes during the year then ended is presented below: Weighted Avg. Grant Date RSUs Fair Value Total outstanding, December 31, 2017 571,924 $ 39.26 Granted to employees 354,931 $ 52.40 Equitable Adjustment 147,082 $ 32.06 Vested (306,145) $ 36.09 Forfeited (241,048) $ 41.19 Total outstanding, December 31, 2018 526,744 $ 35.75 Included within the vested RSUs in the summary of RSU activity above are 97,920 grants of performance RSUs to certain executives who were key to the American Home Shield spin-off. All such performance RSUs were contingent upon the successful completion of the spin-off and subject to the employee’s continued employment. All of these performance RSUs vested on October 1, 2018, the date the spin-off occurred. Performance Shares We granted our executives 120,778 performa nce shares in 2017 with a weighted–average grant date fair value of $38.98 per share and 131,352 performance shares in 2016 with a weighted-average grant date fair value of $39.59 per share, which were equivalent to the then current fair value of our common stock at the grant date. The performance shares were scheduled to vest at the end of a three -year period based on the achievement of a cumulative adjusted EPS target established at the grant date and subject to an executive’s continued employment. As the performance shares contain a performance condition, stock-based compensation exp ense, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards expected to vest. No performance shar es were granted in 2018 due the complexities in determining longer-term financial goals given the spin-off and financial separation of the American Home Shield business . Effective July 23, 2018, the performance shares granted in 2016 and 2017 were cancelled by the Compensation Committee to the Board of Directors due to the complexities of adjusting such awards as a consequence of the spin-off of the American Home Shield business and because the awards were tracking below payout threshold at the time of cancellation. A summary of performance share activity under the Omnibus Incent ive Plan as of December 31, 2018, and changes during the year then ended is presented below: Weighted Avg. Performance Grant Date Shares Fair Value Total outstanding, December 31, 2017 93,928 $ 38.86 Forfeited (93,928) $ 38.86 Total outstanding, December 31, 2018 — $ — Stock-based compensation expense During t he years ended December 31, 2018, 2017 and 2016 , we recognized stock-based compensation expense of $14 million ( $11 million, net of tax), $10 million ( $6 million, net of tax) and $12 million ( $8 million, net of tax ), respectively. These charges are recorded within Selling and administrative expenses in the consolidated statements of operations and comprehensive (loss) income and included $3 million of stock-based compensation expense related to retention awards granted to employees instrumental to the spin-off. For the years ended December 31, 2018, 2017 and 2016, stock-based compensation expense recognized related to employees of Frontdoor is included within Gain on discontinued operations, net of income taxes on the consolidated statements of operations and comprehensive (loss) income. Additionally, during the year s ended December 31, 2017 and 2016 , we recognized $ 5 million and $3 million, respectively, of stock-based compensation expense due to the modification of non-vested stock options and RSUs as part of the severance agreements with the former CEO (2017) and president of Terminix (2016), which has been included in Restructuring charges in the consolidated statements of operations and comprehensive (loss) income. As of December 31, 2018 , there was $ 20 million of total unrecognized compensation costs related to non-vested stock options and RSUs granted under the MSIP and Omnibus Incentive Plan. These remaining costs are expected to be recognized over a weighted-average period of 2.23 years. American Home Shield Spin-o ff On October 1, 2018, in connection with the spin-off transaction, we adjusted our outstanding share-based awards issued to employees and directors in accordance with the Separation and Distribution Agreement (the “Equitable Adjustment”). For purposes of the vesting of these share-based awards, continued employment or service with the Company or with Frontdoor is treated as continued employment for purposes of the Company’s and Frontdoor’s share-based awards. The adjustments were as follows: In connection with the spin-off, stock options were converted to stock options of each participant’s employer post spin-off. We completed the Equitable Adjustment by adjusting the exercise price of options held by our employees to reflect the fair market value of our common stock after giving effect to the spin-off by multiplying the exercise price of such options immediately prior to the spin-off by a fraction, the numerator of which was the fair market value of a share of our common stock immediately after the spin-off and the denominator of which was the fair market value of a share of our common stock immediately prior to the spin-off. To allow our employees to retain the intrinsic value of their stock options prior to the spin-off, we also adjusted the number of shares underlying the options of such employees. The number of shares underlying the options was adjusted by dividing the total intrinsic value of the underlying options held by each employee by the fair value of each underlying option immediately following the spin-off. In connection with the spin-off, we implemented an RSU Election Program whereby participants could elect to amend their RSU Awards so that the employee received only RSUs in the participant’s employer post spin-off (“Concentration Election”). If a Concentration Election was not made the employee would retain their existing ServiceMaster RSUs and receive Frontdoor RSUs pursuant to the Distribution. If the Concentration Election was made, we adjusted the number of RSU awards to allow employees to retain the intrinsic value of their RSUs prior to the spin-off. The number of RSUs was adjusted by dividing the total intrinsic value of the RSUs prior to the spin-off by the share price of the participant’s employer immediately following the spin-off. The change in the number of shares underlying options and the adjustment of the exercise price pursuant to the Equitable Adjustment represent modifications to our share-based compensation awards. As a result, we compared the fair value of the awards following the spin-off with the fair value of the original awards. The comparison did not yield incremental value. Accordingly, we did not record any incremental compensation expense pursuant to the Equitable Adjustment. |