Equity Incentive Program | 3 Months Ended |
Mar. 31, 2014 |
Share-based Compensation [Abstract] | ' |
Equity Incentive Program | ' |
Equity Incentive Program |
|
Stock-based compensation expense recognized in the Consolidated Statements of Earnings was $1,487 and $565 during the three months ended March 31, 2014 and 2013, respectively. Prior to the Separation, stock-based compensation expense was allocated to Knowles based on the portion of Dover's equity incentive program in which Knowles employees participated. |
|
Prior to the Separation, Knowles employees participated in Dover's equity incentive program. Adopted in connection with the Separation, Knowles' Equity and Cash Incentive Plan provides for the assumption of certain awards granted under Dover's equity incentive program and authorizes the grant of several different forms of benefits, including stock options, restricted stock units ("RSUs"), and stock-settled stock appreciation rights ("SSARs"). |
|
In connection with the Separation, Dover equity awards previously granted to employees of the Company were converted to Knowles equity awards under the Company's Equity and Cash Incentive Plan. In general, each award is subject to the same terms and conditions as were in effect prior to the Separation, except that Dover performance shares converted to time-based RSUs. In addition, the Company made a grant comprised of both stock options and time-based RSUs that will vest 50% on the third and fourth anniversaries from the date of the grant. The Company also made a grant of both stock options and time-based RSUs that will vest evenly over the next three years. Lastly, the independent directors received a grant of Company shares that vested immediately, receipt of which was deferred by some of the recipients. The Company has elected to use the straight-line method to attribute the expense over the service period of the awards. |
|
Stock Options |
|
The expense related to stock options granted in the three months ended March 31, 2014, was estimated on the date of grant using a Black-Scholes option-pricing model with the following assumptions: |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Risk-free interest rate | 1.32 | % | to | 1.63% | | | | | | | | | | | | | | | | | | | | | |
Dividend yield | —% | | | | | | | | | | | | | | | | | | | | | |
Expected life (years) | 4.5 | | to | 5.3 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Volatility | 44.4 | % | to | 49.90% | | | | | | | | | | | | | | | | | | | | | |
Fair value at date of grant | $11.25 | to | $13.50 | | | | | | | | | | | | | | | | | | | | | |
|
The following table summarizes the Company's SSAR and stock option activity for the three months ended March 31, 2014. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| SSARs | | Stock Options |
| Number of Shares | | Weighted-Average Exercise Price | | Aggregate Intrinsic Value | | Weighted-Average Remaining Contractual Term (Years) | | Number of Shares | | Weighted-Average Exercise Price | | Aggregate Intrinsic Value | | Weighted-Average Remaining Contractual Term (Years) |
Outstanding at December 31, 2013 | — | | | $ | — | | | | | | | — | | | $ | — | | | | | |
|
Converted | 1,085,643 | | | 20.85 | | | | | | | 13,680 | | | 12.65 | | | | | |
|
Granted | — | | | — | | | | | | | 1,291,995 | | | 29.53 | | | | | |
|
Outstanding at March 31, 2014 | 1,085,643 | | | $ | 20.85 | | | $ | 11,643 | | | 7.5 | | 1,305,675 | | | $ | 29.35 | | | $ | 2,894 | | | 6.9 |
|
| | | | | | | | | | | | | | | |
Exercisable at March 31, 2014 | 393,527 | | | $ | 17.33 | | | $ | 5,604 | | | 6 | | 13,680 | | | $ | 12.65 | | | $ | 258 | | | 0.9 |
|
|
Unrecognized compensation expense related to SSARs and stock options not yet exercisable at March 31, 2014 was $2,093 and $15,718, respectively. This cost is expected to be recognized over a weighted-average period of 1.6 years for SSARs and 2.6 years for stock options. |
|
RSUs |
|
The following table summarizes the Company's RSU balances for the three months ended March 31, 2014. |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Share units | | Weighted-average grant date fair value | | | | | | | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | — | | | $ | — | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Converted (1) | 21,557 | | | 12.36 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Granted | 361,674 | | | 29.53 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Outstanding at March 31, 2014 | 383,231 | | | $ | 28.56 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
(1) The weighted-average grant date fair value is equal to the fair value at the date of conversion as opposed to the fair value when originally issued under Dover's plan. |
|
At March 31, 2014, $10,734 of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 2.6 years. |
|
Director Awards |
|
On March 7, 2014, the independent directors received grants totaling 16,930 shares with a grant date fair value of $29.53 per share. These shares vested immediately upon issuance. |