Stock-Based Compensation | Note 18. 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 14,429 shares in 2019, no shares in 2018, and 52,051 shares in 2017 . 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, 2019, 5,749,297 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 prior to 2019 generally have a term of 10 years and vesting will be subject to an employee’s continued employment. In February 2019, our board of directors approved an amended Employee Stock Option Agreement, whereby all options granted in 2019 and thereafter will generally vest in three equal annual installments (rather than four), have a term of eight years (rather than 10 years) and remain subject to an employee’s continued employment. The three 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. 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 2019, 2018 and 2017, 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 2019, 2018 or 2017. Stock Options We granted our executives, officers and employees options to purchase 634,743 ; 502,004 ; and 747,761 shares of our common stock in 2019, 2018 and 2017, respectively, at a weighted-average exercise price of $ 40.04 per share for options issued in 2019, $ 55.18 per share for options issued in 2018, and $ 39.27 per share for options issued in 2017. 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 prior to 2019 generally will vest in four equal annual installments, while all options granted in 2019 generally will vest in three equal annual installments, subject to an employee’s continued employment. The three year and four year vesting periods are the requisite service period over which compensation cost will be recognized on a straight-line basis for all grants made in 2019 and prior to 2019, respectively. 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 2019, 2018 and 2017, 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 exercises 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 2019 2018 2017 Expected volatility 28.4 % 25.9 % 27.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life (in years) 5.0 6.3 6.3 Risk-free interest rate 2.49 % 2.63 % - 2.94 % 1.83 % - 2.29 % The weighted-average grant-date fair value of the options granted during 2019, 2018 and 2017 was $ 11.91 , $ 17.68 and $ 12.45 per option, respectively. During the year ended December 31, 2019, we applied a forfeiture assumption of 22.56 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, 2019, 2018 and 2017, was $ 10 million, $ 6 million and $ 60 million, respectively. The total fair value of stock options vested during the years ended December 31, 2019, 2018 and 2017, was $ 3 million, $ 3 million and $ 6 million, respectively. A summary of option activity under the MSIP and Omnibus Incentive Plan as of December 31, 2019 and changes during the year then ended is presented below: Aggregate Weighted Avg. Weighted Avg. Intrinsic Remaining Stock Exercise Value Contractual Options Price (in millions) Term (in years) Total outstanding, December 31, 2018 1,342,843 $ 29.34 $ 10 8.01 Granted to employees 634,743 $ 40.04 Exercised ( 407,337 ) $ 23.82 Forfeited ( 339,728 ) $ 34.38 Expired ( 1 ) $ 26.81 Total outstanding, December 31, 2019 1,230,520 $ 35.30 $ 5 7.36 Total exercisable, December 31, 2019 261,788 $ 29.38 $ 2 7.17 RSUs We granted our executives, officers and employees 516,775 ; 354,931 ; and 416,604 ; RSUs in 2019, 2018 and 2017, respectively, with weighted-average grant date fair values of $ 42.11 per unit for 2019, $ 52.40 per unit for 2018, and $ 40.51 per unit for 2017, which was equivalent to the then current fair value of our common stock at the grant date. All RSUs outstanding as of December 31, 2019, 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 the years ended December 31, 2019, 2018 and 2017, was $ 8 million, $ 18 million and $ 7 million, respectively. On January 1, 2019, in connection with an acquisition, we granted 136,092 RSUs to an executive key to our urban markets strategy. All such RSUs cliff vest on the third anniversary of their grant and are subject to the executive’s continued employment. A summary of RSU activity under the Omnibus Incentive Plan as of December 31, 2019, and changes during the year then ended is presented below: Weighted Avg. Grant Date RSUs Fair Value Total outstanding, December 31, 2018 526,744 $ 35.75 Granted to employees 516,775 $ 42.11 Vested ( 227,616 ) $ 33.45 Forfeited ( 122,977 ) $ 41.02 Total outstanding, December 31, 2019 692,926 $ 40.11 Performance Shares We granted our executives 107,149 performance shares in 2019 with a weighted–average grant date fair value of $ 40.04 per share and 120,778 performance shares in 2017 with a weighted-average grant date fair value of $ 38.98 per share, which were equivalent to the then current fair value of our common stock at the grant date. The 2019 performance shares 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 expense, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards expected to vest. No performance shares 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 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. In 2019 we granted 87,920 of performance shares to Nomor executives in connection with the acquisition. The grant had a grant date fair value of $ 56.87 per share, which represented the then current fair value of our common stock at the grant date. These performance shares are scheduled to vest on December 31, 2022, based on the achievement of three year cumulative Adjusted EPS and revenue targets established at the grant date and subject to an executive’s continued employment. As the performance shares contain a performance condition, stock-based compensation expense, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards expected to vest. Additionally, in 2019, we granted 8,912 of performance shares to an executive in connection with a strategic acquisition. The grant had a grant date fair value of $ 56.11 per share, which represented the then current fair value of our common stock at the grant date. These performance shares are scheduled to vest on December 31, 2023, based on the achievement of four year cumulative Adjusted EPS and revenue targets established at the grant date and subject to an executive’s continued employment. As the performance shares contain a performance condition, stock-based compensation expense, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards expected to vest. A summary of performance share activity under the Omnibus Incentive Plan as of December 31, 2019, and changes during the year then ended is presented below: Weighted Avg. Performance Grant Date Shares Fair Value Total outstanding, December 31, 2018 — $ — Granted to executives 203,981 $ 49.46 Forfeited ( 16,235 ) $ 40.04 Total outstanding, December 31, 2019 187,746 $ 50.13 Stock-based compensation expense During the years ended December 31, 2019, 2018 and 2017, we recognized stock-based compensation expense of $ 15 million ($ 11 million, net of tax), $ 14 million ($ 11 million, net of tax) and $ 10 million ($ 6 million, net of tax), respectively. These charges are recorded within Selling and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) and, in the year ended December 31, 2018, 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, 2019, 2018 and 2017, 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 Income (Loss). Additionally, during the year ended December 31, 2017 we recognized $ 5 million 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, which has been included in Restructuring and other charges in the Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2019, there was $ 37 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 2.34 years. |