Stock-based Compensation | 3 Months Ended |
Mar. 31, 2015 |
Stock-based Compensation | |
Stock-based Compensation | |
Note 8. Stock-based Compensation |
|
On May 7, 2014, the stockholders of the Company approved the Air Lease Corporation 2014 Equity Incentive Plan (the “2014 Plan”). Upon approval of the 2014 Plan, no new awards may be granted under the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”). As of March 31, 2015, the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) authorized under the 2014 Plan is approximately 6,648,524, which includes 1,648,524 shares which were previously reserved for issuance under the 2010 Plan. Options are generally granted for a term of 10 years and generally vest over a three year period. The Company has issued RSUs with three different vesting criteria: those RSUs that vest based on the attainment of book value goals, those RSUs that vest based on the attainment of Total Shareholder Return (“TSR”) goals and time based RSUs that vest ratably over a time period of three years. The book value RSUs generally vest ratably over three years, if the performance condition has been met. Book value RSUs for which the performance metric has not been met are forfeited. The TSR RSUs vest at the end of a three year period. The number of TSR RSUs that will ultimately vest is based upon the percentile ranking of the Company’s TSR among a peer group. The number of shares that will ultimately vest will range from 0% to 200% of the RSUs initially granted depending on the extent to which the TSR metric is achieved. |
|
The Company recorded $3.1 million and $3.4 million of stock-based compensation expense for the three months ended March 31, 2015 and 2014, respectively. |
|
Stock Options |
|
A summary of stock option activity for the three month period ended March 31, 2015 follows: |
|
| | Shares | | Exercise | | Remaining | | Aggregate | |
Price | Contractual Term | Intrinsic Value |
| (in years) | (in thousands)(1) |
Balance at December 31, 2014 | | 3,312,158 | | $ | 20.40 | | 5.49 | | $ | 46,077 | |
Granted | | — | | $ | — | | — | | $ | — | |
Exercised | | — | | $ | — | | — | | $ | — | |
Forfeited/canceled | | — | | $ | — | | — | | $ | — | |
Balance at March 31, 2015 | | 3,312,158 | | $ | 20.40 | | 5.24 | | $ | 57,438 | |
Vested and exercisable as of March 31, 2015 | | 3,312,158 | | $ | 20.40 | | 5.24 | | $ | 57,438 | |
|
| -1 | | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of our Class A common stock as of the respective date. | | | | | | | | |
|
The Company’s outstanding stock options fully vested on June 30, 2013 and there were no unrecognized compensation costs related to outstanding stock options as of March 31, 2015. As a result, there was no stock-based compensation expense related to stock options for the three months ended March 31, 2015 and the three months ended March 31, 2014. |
|
The following table summarizes additional information regarding exercisable and vested stock options at March 31, 2015: |
|
| | Stock options exercisable | | | | | | | |
and vested | | | | | | |
Range of exercise prices | | Number of | | Weighted- | | | | | | | |
Shares | Average | | | | | | |
| Remaining Life | | | | | | |
| (in years) | | | | | | |
$20.00 | | 3,162,158 | | 5.21 | | | | | | | |
$28.80 | | 150,000 | | 6.07 | | | | | | | |
$20.00 - $28.80 | | 3,312,158 | | 5.24 | | | | | | | |
|
Restricted Stock Units |
|
Compensation cost for stock awards is measured at the grant date based on fair value and recognized over the vesting period. The fair value of book value and time based RSUs is determined based on the closing market price of the Company’s Class A common stock on the date of grant, while the fair value of TSR RSUs is determined at the grant date using a Monte Carlo simulation model. Included in the Monte Carlo simulation model were certain assumptions regarding a number of highly complex and subjective variables, such as expected volatility, risk-free interest rate and expected dividends. To appropriately value the award, the risk-free interest rate is estimated for the time period from the valuation date until the vesting date and the historical volatilities were estimated based on a historical timeframe equal to the time from the valuation date until the end date of the performance period. |
|
During the three months ended March 31, 2015, the Company granted 395,584 RSUs of which 174,784 are TSR RSUs. The following table summarizes the activities for our unvested RSUs for the three months ended March 31, 2015: |
|
| | Unvested Restricted Stock Units | | | | | | |
| | Number of | | Weighted-Average | | | | | | |
Shares | Grant-Date | | | | | |
| Fair Value | | | | | |
Unvested at December 31, 2014 | | 969,225 | | $ | 33.51 | | | | | | |
Granted | | 395,584 | | 45.26 | | | | | | |
Vested | | (296,073 | ) | 27.36 | | | | | | |
Forfeited/canceled | | (85,768 | ) | 25.13 | | | | | | |
Unvested at March 31, 2015 | | 982,968 | | $ | 40.82 | | | | | | |
Expected to vest after March 31, 2015(1) | | 970,840 | | 41.55 | | | | | | |
|
| -1 | | RSUs expected to vest reflect an estimated forfeiture rate. | | | | | | | | |
|
The Company recorded $3.1 million and $3.4 million of stock-based compensation expense related to RSUs for the three months ended March 31, 2015 and 2014, respectively. |
|
As of March 31, 2015, there was $26.9 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs granted to employees. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures and is expected to be recognized over a weighted-average remaining period of 2.3 years. |
|
|