Stock-based compensation | Stock-based Compensation 2017 Merger Impact — Refer to Note 5 for a summary of the 2017 Merger transaction. Accounting Perspective — Pursuant to the Merger Agreement, the following stock transactions occurred on September 8, 2017 (the "Merger Date"): (1) each outstanding Swift stock option fully vested as a result of the 2017 Merger, was converted into a stock option to acquire the Company's shares using a 0.72-for-one share consolidation ratio and adjusting the exercise price using the same consolidation ratio; (2) each outstanding unvested Swift restricted stock award (except for the awards granted in May 2017 that excluded acceleration of vesting related to mergers within the award notices) fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one share consolidation ratio; (3) each outstanding unvested Swift restricted stock unit (except for the awards granted in May 2017 that excluded acceleration of vesting related to mergers within the award notices) fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one share consolidation ratio; and (4) each outstanding unvested Swift performance share unit (except for one director) fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one consolidation ratio. Except for the conversion of stock options, unvested restricted stock awards, unvested restricted stock units, and unvested performance units discussed herein, the material terms of the awards remained unchanged. Prior to the closing of the 2017 Merger, Swift had various unvested equity awards outstanding, of which the vesting was accelerated as of the Merger Date (with the exceptions noted above). In accordance with authoritative guidance on accounting for stock-based compensation, the Company revalued the awards upon the 2017 Merger closing and allocated the revised fair value between purchase consideration and continuing compensation expense, based on the ratio of service performed through the Merger Date over the total service period of the awards. The total value of Swift awards earned as of the Merger Date included as purchase consideration was $13.1 million . The revised fair value allocated to post-merger services resulted in incremental expense, which is recognized over the remaining service period of the awards. The total value of Swift awards not earned as of the Merger Date was $6.3 million , which is being expensed over the remaining future vesting period. Refer to Note 5 to the consolidated financial statements for further information regarding the 2017 Merger. Legal Perspective — Pursuant to the Merger Agreement, the following stock transactions occurred on the Merger Date: (1) each outstanding vested and unvested Knight stock option was assumed by the Company and automatically converted into a stock option to acquire an equal number of Company shares; (2) each outstanding vested and unvested Knight restricted stock unit was assumed by the Company and automatically converted into a restricted stock unit award of the Company; and (3) each outstanding vested and unvested Knight performance unit was assumed by the Company and automatically converted into a performance unit award of the Company. Except for the conversion of stock options, restricted stock awards, restricted stock unit awards, and performance unit awards discussed herein, the material terms of the awards remained unchanged. Certain of the Knight performance unit awards vested upon the consummation of the 2017 Merger, as described below. Compensatory Stock Plans Before the 2017 Merger, Knight and Swift granted stock-based awards under their respective stock-based compensation plans, discussed below. 2014 Stock Plan — Currently, the 2014 Stock Plan, as amended and restated, is the Company’s only compensatory stock-based incentive plan. The previous 2014 stock plan replaced Swift's 2007 Omnibus Incentive Plan when it was adopted by Swift's board of directors in March 2014 and then approved by the Swift stockholders in May 2014. The previous 2014 stock plan was amended and restated to rename the plan and for other administrative changes relating to the 2017 Merger. The terms of the 2014 Stock Plan, as amended and restated, remain substantially the same as the previous 2014 stock plan. The 2014 Stock Plan, as amended and restated, permits the payment of cash incentive compensation and authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units, cash-based awards, and stock-based awards to the Company's employees and non-employee directors. As of December 31, 2019 , the aggregate number of shares remaining available under the 2014 Stock Plan was approximately 1.8 million . Legacy Plans — In connection with the 2017 Merger, the registered securities under the Knight Amended and Restated 2003 Stock Option Plan, the Knight 2012 Equity Compensation Plan, the Knight Amended and Restated 2015 Omnibus Incentive Plan, and the Swift 2007 Omnibus Incentive Plan (collectively, the "Legacy Plans") were deregistered. As such, no future awards may be granted under these Legacy Plans. Outstanding awards granted under the Legacy Plans were assumed by the combined company and continue to be governed by such Legacy Plans until such awards have been exercised, forfeited, canceled, or have otherwise expired or terminated. See Note 2 regarding the Company's accounting policy for stock-based compensation. Stock-based Compensation Expense Stock-based compensation expense, net of forfeitures, which is included in "Salaries, wages, and benefits" in the consolidated statements of comprehensive income is comprised of the following: 2019 2018 2017 (In thousands) Stock options $ 1,149 $ 1,678 $ 1,788 Restricted stock units and restricted stock awards 9,734 8,019 4,004 Performance units 2,492 1,791 450 Stock-based compensation expense – equity awards $ 13,375 $ 11,488 $ 6,242 Stock-based compensation expense – liability awards ¹ 2,663 899 148 Total stock-based compensation expense, net of forfeitures $ 16,038 $ 12,387 $ 6,390 Income tax benefit ² $ 3,344 $ 3,097 $ 2,415 1 Includes awards granted to executive management in November of 2019 , 2018 , and 2017 that ultimately settle in cash upon fulfilling a requisite service period (for restricted stock units) and fulfilling a requisite service period and achieving performance targets (for performance units). 2 The income tax benefit is calculated by applying the effective tax rate to stock-based compensation expense for equity awards, as the expense associated with liability awards is not tax deductible. Unrecognized Stock-based Compensation Expense The following table presents the total unrecognized stock-based compensation expense and the expected weighted average period over which these expenses will be recognized: December 31, 2019 Expense Weighted Average Period (In thousands) (In years) Equity awards – Stock options $ 853 1.0 Equity awards – Restricted stock units and restricted stock awards 28,463 2.1 Equity awards – Performance units 5,644 2.6 Liability awards – Restricted stock units and performance units 5,757 2.1 Total unrecognized stock-based compensation expense $ 40,717 2.2 Stock Award Grants 2019 2018 2017 Stock options — — 497,421 Restricted stock units and restricted stock awards 588,819 420,014 266,958 Performance units 102,776 106,785 44,244 Equity awards granted 691,595 526,799 808,623 Liability awards granted ¹ ² 80,927 91,268 77,620 Total stock awards granted 772,522 618,067 886,243 1 Includes 48,556 , 54,761 , and 46,572 performance units in 2019 , 2018 , and 2017 , respectively. 2 Includes 32,371 , 36,507 , and 31,048 restricted stock units in 2019 , 2018 , and 2017 , respectively. Stock Options Stock options are the contingent right of award holders to purchase shares of the Company's common stock at a stated price for a limited time. The exercise price of options granted equals the fair value of the Company's common stock determined by the closing price of the Company's common stock quoted on the NYSE on the grant date. Most stock options granted by the Company cannot be exercised until at least one year after the grant date and have a five to ten -y ear contractual term. Stock options are forfeited upon termination of employment for reasons other than death, disability, or retirement. A summary of 2019 stock option activity follows: Stock options outstanding: Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ¹ (In years) (In thousands) Stock options outstanding at December 31, 2018 1,321,605 $ 27.13 2.6 $ 2,690 Granted — — Exercised ² (443,288 ) 23.80 Expired (150,399 ) 32.69 Forfeited (27,245 ) 30.68 Stock options outstanding at December 31, 2019 700,673 $ 27.90 1.7 $ 5,563 Aggregate number of stock options expected to vest at a future date as of December 31, 2019 ³ 271,965 $ 30.34 2.0 $ 1,496 Exercisable at December 31, 2019 425,090 $ 26.28 1.5 $ 4,064 1 The aggregate intrinsic value was computed using the closing share price on December 31, 2019 of $35.84 and on December 31, 2018 of $25.07 , as applicable. 2 Includes 1,721 swapped shares which were excluded from the "Common stock issued to employees" activity on the Consolidated Statements of Stockholders' Equity. 3 Net of the applied, estimated forfeiture rate. The fair value of each stock option grant is estimated on the grant date using the Black-Scholes option-valuation model. The following table presents the weighted average assumptions used in the fair value computation: Stock option fair value assumptions: 2017 Dividend yield ¹ 0.72% Risk-free rate of return ² 1.49% Expected volatility ³ 27.95% Expected term (in years) 4 3.2 Weighted average fair value of stock options granted $6.78 1 The dividend yield assumption is based on Knight's historical experience and anticipated future dividend payouts. 2 The risk-free interest rate assumption is based on the US Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the stock option award. 3 Expected volatility of the Company's common stock is determined based on Knight's historical data. 4 The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and was determined based on an analysis of historical exercise behavior. The following table summarizes stock option exercise information for the years presented: Stock option exercises 2019 2018 2017 (In thousands, except share data) Number of stock options exercised 443,288 533,226 589,020 Intrinsic value of stock options exercised $ 5,183 $ 11,745 $ 8,792 Cash received upon exercise of stock options $ 10,478 $ 10,815 $ 13,159 Income tax benefit $ 221 $ 1,685 $ 1,833 The following table is a rollforward of the Company's unvested stock options: Unvested stock options: Shares Weighted Average Fair Value Unvested stock options at December 31, 2018 582,341 $ 5.69 Granted — — Vested (278,076 ) 5.38 Forfeited and canceled (28,682 ) 5.98 Unvested stock options at December 31, 2019 275,583 $ 5.97 The total fair value of the shares vested during 2019 , 2018 , and 2017 was $1.5 million , $2.0 million , and $1.7 million , respectively. Restricted Stock Units A restricted stock unit represents a right to receive a common share of stock when the unit vests. Restricted stock unit recipients do not have voting rights with respect to the shares underlying unvested awards. Employees forfeit their units if their employment terminates before the vesting date. The following table is a rollforward of unvested restricted stock units, including restricted stock units classified as equity and those classified as liabilities: Unvested restricted stock units: Number of Awards Weighted Average Fair Value ¹ Unvested restricted stock units at December 31, 2018 1,169,974 $ 30.14 Granted 621,190 29.32 Vested ² (266,277 ) 31.46 Forfeited (76,692 ) 34.03 Unvested restricted stock units at December 31, 2019 1,448,195 $ 29.78 1 The fair value of each restricted stock unit is based on the closing market price on the grant date. 2 Includes 75,559 shares withheld for taxes and 10,556 units settled in cash which were excluded from the "Common stock issued to employees" activity on the Consolidated Statements of Stockholders' Equity. Performance Units The Company issues performance units to selected key employees, that may be earned based on achieving performance targets approved by the compensation committee annually. The initial award is subject to an adjustment determined by the Company's performance achieved over a three-year performance period when compared to the objective performance standards adopted by the compensation committee. Furthermore, the performance units have additional service requirements subsequent to the achievement of the performance targets. Performance units do not earn dividend equivalents. Performance units granted prior to the 2017 Merger were accelerated on September 8, 2017, the 2017 Merger date, pursuant to the terms of the award agreements. On the 2017 Merger date, awards granted in 2014, 2015, and 2016 were accelerated, but only the performance measurement period for the 2014 award was complete allowing for the final award to be expensed and paid out. The performance period for the 2015 and 2016 awards ended December 31, 2017. The performance criteria were not met based on the performance period results ended December 31, 2017, therefore, no expense was recorded, and no payout was made related to the 2015 or 2016 awards. The following table is a rollforward of unvested performance units, including performance units classified as equity and those classified as liabilities: Unvested performance units: Shares Weighted Average Fair Value Unvested performance units at December 31, 2018 309,179 $ 29.50 Granted 151,332 $ 37.24 Vested — $ — Forfeited (56,817 ) $ 26.59 Unvested performance units at December 31, 2019 ¹ 403,694 $ 35.53 1 The performance measurement period for performance units granted in 2017 is January 1, 2018 to December 31, 2020 (three full calendar years). The performance measurement period for performance units granted in 2018 is January 1, 2019 to December 31, 2021 (three full calendar years). The performance measurement period for performance units granted in 2019 is January 1, 2020 to December 31, 2022 (three full calendar years). All performance units will vest one month following the expiration of the performance measurement period. The following table presents the weighted average assumptions used in the fair value computation for performance units, including performance units classified as equity and those classified as liabilities: Performance unit fair value assumptions: 2019 2018 2017 Dividend yield ¹ 0.66 % 0.81 % 0.59 % Expected volatility ² 34.88 % 32.30 % 31.28 % Average peer volatility ² 27.96 % 28.61 % 28.45 % Average peer correlation coefficient ³ 0.60 0.58 0.60 Risk-free interest rate 4 1.60 % 2.80 % 1.88 % Expected term (in years) 5 3.1 3.1 3.1 Weighted-average fair value of performance units granted $ 37.24 $ 34.34 $ 40.81 1 The dividend yield, used to project stock price to the end of the performance period, is based on the Company's historical experience and future expectation of dividend payouts. Total stockholder return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield. 2 Management (or peer company) estimated volatility using the Company's (or peer company's) historical share price performance over the remaining performance period as of the grant date. 3 The correlation coefficients are used to model the way in which each entity tends to move in relation to each other; the correlation assumptions were developed using the same stock price data as the volatility assumptions. 4 The risk-free interest rate assumption is based on US Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the performance award. 5 Since the Monte Carlo Simulation valuation is an open form model that uses an expected life commensurate with the performance period, the expected life of the performance units was assumed to be the period from the grant date to the end of the performance period. Non-compensatory Stock Plan: ESPP In 2012, Swift's board of directors adopted, and its stockholders approved, the 2012 ESPP. The 2012 ESPP continues to be administered by the Company following the 2017 Merger, is intended to qualify under Section 423 of the Internal Revenue Code, and is considered noncompensatory. Pursuant to the 2012 ESPP, the Co mpany is authorized to issue up to 1.4 million shares of its common stock to eligible employees who participate in the plan. Employees are eligible to participate in the 2012 ESPP following at least 90 days of employment with the Company or any of its participating subsidiaries. Under the terms of the 2012 ESPP, eligible employees may elect to purchase common stock through payroll deductions, not to exceed 15% of their gross cash compensation. The purchase price of the common stock is 95% of the common stock's fair market value quoted on the NYSE on the last trading day of each offering period. There are four three -month offering periods corresponding to the calendar quarters. Each eligible employee is restricted to purchasing a maximum of $6,250 of common stock during an offering period, determined by the fair market value of the common stock as of the first day of the offering period, and $25,000 of common stock during a calendar year. Officers or employees who own 5% or more of the total voting power or value of common stock are restricted from participating in the 2012 ESPP. The 2012 ESPP was amended and restated in January 2018 to be a Knight-Swift plan, thus permitting Knight employees to participate in the plan in addition to Swift employees. The terms and definitions of the amended and restated 2012 ESPP remain substantially the same as the original 2012 ESPP. The plan was amended effective January 1, 2019 to align with new federal tax legislation that lifted the restriction on contributing to the ESPP if the participant had a hardship withdrawal on the 401(k) plan. In 2019 , the Company issued approximately 78,000 shares under the 2012 ESPP at a weighted average discounted price per share of $29.62 . As of December 31, 2019 , the Company is authorized to issue an additional 1.1 million shares under the 2012 ESPP. |