Compensation and Benefits | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and benefits | Note 9. Compensation and Benefits |
Total compensation and benefits consists of the following: |
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| | | | | | | | |
| | For the Three Months Ended March 31, |
| | 2015 | | 2014 |
Salaries, incentive compensation and benefits (1) | | $ | 89,904 | | | $ | 81,597 | |
|
Restricted share-based award compensation expense | | 8,523 | | | 4,258 | |
|
Total salaries, incentive compensation and benefits | | 98,427 | | | 85,855 | |
|
Pre-offering related compensation - share-based awards | | 10,414 | | | 23,637 | |
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Total compensation and benefits | | $ | 108,841 | | | $ | 109,492 | |
|
(1) Excluding restricted share-based award compensation expense |
Incentive compensation |
Cash incentive compensation paid to members of Artisan’s portfolio management teams and members of its distribution teams is generally based on formulas that are tied directly to revenues. These payments are made in the quarter following the quarter in which the incentive was earned with the exception of fourth quarter payments which are paid in the fourth quarter of the year. Cash incentive compensation paid to most other employees is discretionary and subjectively determined based on individual performance and Artisan’s overall results during the applicable year and has historically been paid in the fourth quarter of the year. The cash incentive compensation earned by the named executive officers for the year ended December 31, 2014, was paid in the three months ended March 31, 2015. |
Restricted share-based awards |
Artisan has registered 14,000,000 shares of Class A common stock for issuance under the 2013 Omnibus Incentive Compensation |
Plan (the “Plan”). Pursuant to the Plan, APAM has issued a combination of restricted stock awards and restricted stock units of Class A common stock to employees. The restricted share-based awards generally vest on a pro rata basis over five years. Certain share-based awards will vest upon a combination of both (1) pro-rata annual time vesting and (2) qualifying retirement (as defined in the award agreements). Unvested awards are subject to forfeiture upon termination of employment. Grantees receiving the awards are entitled to dividends on unvested and vested shares and units. As of March 31, 2015, 10,358,885 shares of Class A common stock were reserved and available for issuance under the Plan. |
During the three months ended March 31, 2015, Artisan issued 541,000 restricted stock awards and 80,000 restricted stock units of Class A common stock to employees of the Company. Total compensation expense associated with the January 2015 grant is expected to be approximately $29.5 million. |
Compensation expense related to the restricted share-based awards is recognized based on the estimated grant date fair value, for only those awards expected to vest, on a straight-line basis over the requisite service period of the award. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, based on actual forfeiture activity. |
The following table summarizes the restricted share-based award activity for the three months ended March 31, 2015: |
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| | | | | | | | |
| | Weighted-Average Grant Date Fair Value | | Number of Awards | |
Unvested at January 1, 2015 | | $ | 52.59 | | | 2,700,634 | | |
|
Granted | | $ | 48.26 | | | 621,000 | | |
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Forfeited | | $ | 52.71 | | | (12,415 | ) | |
|
Vested | | $ | — | | | — | | |
|
Unvested at March 31, 2015 | | $ | 51.78 | | | 3,309,219 | | |
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Compensation expense recognized related to awards was $8.5 million and $4.3 million for the three months ended March 31, 2015 and 2014, respectively. The unrecognized compensation expense for the unvested awards as of March 31, 2015 was $147.1 million with a weighted average recognition period of 4.2 years remaining. |
Pre-offering related compensation - share-based awards |
Historical Class B share-based awards |
Holdings historically granted Class B share-based awards to certain employees. These awards vested over a period of five years. Prior to the IPO, all vested Class B awards were subject to mandatory redemption on termination of employment for any reason and were reflected as liabilities measured at fair value; unvested Class B awards were forfeited on termination of employment. |
The vested Class B liability awards of a terminated employee were historically redeemed in cash in annual installments, generally over the five years following termination of employment. The change in value of Class B liability awards and distributions to Class B limited partners were treated as compensation expense. |
Historical redemption of Class B awards |
Holdings historically redeemed the Class B awards of partners whose employment was terminated. The redemption value of the awards was determined in accordance with the terms of the grant agreement pursuant to which the award was granted. The remaining redemption payments for Class B awards of partners whose services to Holdings terminated prior to the IPO were $10.4 million and $14.3 million as of March 31, 2015 and December 31, 2014, respectively. Payments of $3.9 million and $3.4 million were made for the three months ended March 31, 2015 and 2014, respectively. |
Modification of Class B share-based awards |
As a part of the IPO Reorganization, the Class B grant agreements were amended to eliminate the cash redemption feature. The amendment was considered a modification under ASC 718 and the Class B awards have been classified as equity awards since such modification. Compensation expense is recorded for unvested Class B awards on a straight-line basis over the remaining vesting period. |
The following table summarizes the activity related to unvested Class B awards for the three months ended March 31, 2015: |
| | |
| | | | | | | | |
| Weighted-Average Grant Date Fair Value | | Number of Class B Awards | | |
Unvested Class B awards at January 1, 2015 | $ | 30 | | | 4,045,016 | | | |
| |
Granted | — | | | — | | | |
| |
Forfeited | $ | 30 | | | (54,730 | ) | | |
| |
Vested | $ | 30 | | | (667,106 | ) | | |
| |
Unvested at March 31, 2015 | $ | 30 | | | 3,323,180 | | | |
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Compensation expense recognized related to the unvested Class B awards was $10.4 million and $23.6 million for the three months ended March 31, 2015 and 2014, respectively. The unrecognized compensation expense for the unvested Class B awards as of March 31, 2015, was $75.2 million with a weighted average recognition period of 2.0 years remaining. |