Equity Incentive Program | Stock-based compensation expense recognized in the Consolidated Statements of Earnings totaled $7.1 million and $4.8 million for the three months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 and 2020, stock-based compensation expense was $25.6 million and $12.4 million, respectively. Stock Options and SSARs The expense related to stock options granted in the nine months ended September 30, 2021 and 2020 was estimated on the date of grant using a Black-Scholes option-pricing model based on the assumptions shown in the table below: Nine Months Ended September 30, 2021 2020 Risk-free interest rate 0.06% 0.11% to 1.42% Dividend yield —% —% Expected life (years) 4.5 4.3 to 4.5 Volatility 36.0% 38.8% to 40.6% Fair value at date of grant $6.14 to $6.31 $4.78 to $5.95 The following table summarizes the Company's stock-settled stock appreciation right ("SSAR") and stock option activity for the nine months ended September 30, 2021 (in millions, except share and per share amounts): 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, 2020 596,537 $ 22.72 5,765,903 $ 17.44 Granted — — 216,963 20.61 Exercised — — (867,386) 16.54 Forfeited — — (90,074) 17.01 Expired (106,477) 22.17 (848,452) 29.52 Outstanding at September 30, 2021 490,060 $ 22.84 $ — 0.9 4,176,954 $ 15.34 $ 14.8 3.0 Exercisable at September 30, 2021 490,060 $ 22.84 $ — 0.9 3,309,977 $ 14.75 $ 13.4 2.4 There was no unrecognized compensation expense related to SSARs at September 30, 2021. At September 30, 2021, unrecognized compensation expense related to stock options not yet exercisable of $3.3 million is expected to be recognized over a weighted-average period of 1.4 years. RSUs The following table summarizes the Company's restricted stock unit ("RSU") activity for the nine months ended September 30, 2021: Share units Weighted-average grant date fair value Unvested at December 31, 2020 1,909,786 $ 16.14 Granted 1,117,408 20.58 Vested (1) (1,049,222) 15.79 Forfeited (157,176) 18.26 Unvested at September 30, 2021 1,820,796 $ 18.82 (1) The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements. At September 30, 2021, $23.4 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 1.8 years. PSUs The Company grants performance share units (“PSUs”) to senior management. In each case, the awards will cliff vest three years following the grant date. PSUs will be settled in shares of the Company's common stock. Depending on the Company's overall performance relative to the applicable measures, the size of the PSU awards are subject to adjustment, up or down, resulting in awards at the end of the performance period that can range from 0% to 225% of target. The Company will ratably recognize the expense over the applicable service period for each grant of PSUs and adjust the expense for the expected achievement of performance conditions as appropriate. The fair value of PSUs is determined by using a Monte Carlo simulation. For the awards granted in February 2021, the number of PSUs that may be earned and vest is based on total shareholder return (“TSR”) relative to the component companies of the Russell 2000 Index over a three-year performance period. The COVID-19 pandemic brought on unique and unprecedented challenges to the Company, particularly in the hearing health and medtech markets. Many of the Company's executive compensation programs were affected, including outstanding PSU awards. Due to the impact of the COVID-19 pandemic on the Company’s overall business performance, effective February 8, 2021, the Company’s Compensation Committee approved certain modifications to PSUs granted in February 2018, 2019, and 2020. For the awards granted in February 2018 (the “2018 PSUs”), the number of PSUs that may be earned and vest was originally based on the Company’s revenues and stock price performance over a three-year performance period. The modified award is based on the Company’s revenues and stock price performance over three separate one-year performance periods to isolate the impact of the COVID-19 pandemic on the Company's fiscal 2020 performance. In addition, the performance periods corresponding to fiscal 2018 and 2019 were weighted at 25% each while the performance period corresponding to fiscal 2020 was weighted at 50%, given the impact of fiscal 2020 performance on shareholders. Service conditions were not modified. The modification of the 2018 PSUs affected nine employees and resulted in total incremental compensation expense of $3.9 million, which was recognized in the first quarter of 2021 as there was no remaining service period. In February 2021, the 2018 PSUs were converted from 329,092 PSUs to 190,544 shares of common stock based on achievement of the modified conditions. For the awards granted in February 2019 (the “2019 PSUs”), the number of PSUs that may be earned and vest was originally based on the Company's revenues and TSR relative to the component companies of the S&P Semiconductor Select Industry Index over a three-year performance period. The modified award is based on the Company’s revenues and TSR relative to the component companies of the S&P Semiconductor Select Industry Index over three separate one-year performance periods to isolate the impact of the COVID-19 pandemic on the Company's fiscal 2020 performance. Each period is weighted equally, as the Company expects to face challenges related to the COVID-19 pandemic in fiscal 2021. Service conditions were not modified. The modification of the 2019 PSUs affected eight employees and resulted in total incremental compensation expense of $2.4 million, which will be recognized over the remaining service period. Incremental compensation expense is subject to adjustment for the expected achievement of the performance condition based on fiscal 2021 revenues. For the awards granted in February 2020 (the “2020 PSUs”), the number of PSUs that may be earned and vest was originally based on TSR relative to the component companies of the S&P Semiconductor Select Industry Index over a three-year performance period. The modified award replaces the S&P Semiconductor Select Industry Index with the Russell 2000 Index. The Company is a member of the Russell 2000 Index, which represents a broader, more diversified index that better aligns with the Company's strategy. Service conditions were not modified. The modification of the 2020 PSUs affected eight employees and resulted in total incremental compensation expense of $4.7 million, which will be recognized over the remaining service period. The following table summarizes the Company's PSU activity for the nine months ended September 30, 2021: Share units Weighted-average grant date fair value Unvested at December 31, 2020 920,973 $ 16.04 Granted 277,183 28.46 Vested (1) (329,092) 13.75 Forfeited (101,483) 19.05 Unvested at September 30, 2021 767,581 $ 21.11 (1) The number of PSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements. At September 30, 2021, $11.9 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted-average period of 1.4 years. |