Stock-Based Compensation | Note 9. Stock-Based Compensation The Omnibus Plan permits the grant to certain employees, consultants and non-employee directors of Frontdoor different forms of awards, including stock options, performance options, RSUs, performance shares, RSAs and deferred share equivalents. Upon adoption, 14,500,000 shares were reserved for grants under the Omnibus Plan. Our Compensation Committee determines the long-term incentive mix of awards to our employees and may authorize new grants annually. As of December 31, 2022, 10,941,586 shares remain available for future grants. Stock Options Stock options are exercisable based on the terms outlined in the applicable award agreement. Stock options generally vest over a period of four years . The grant date fair value of stock options is determined using the Black-Scholes option pricing model with the assumptions noted in the following table. A historical daily measurement of volatility is determined based on our and our peer companies’ average volatility. The risk-free interest rate is determined by reference to the outstanding U.S. Treasury note with a term equal to the expected life of the option granted. The expected life represents the period of time that options are expected to be outstanding and was calculated using the simplified approach due to our lack of historical experience upon which to estimate the expected lives of the options. Year Ended December 31, Assumption 2022 2021 2020 Expected volatility 50.7 % 54.1 % 50.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life (in years) 6.1 6.1 6.1 Risk-free interest rate 2.38 % 1.09 % 0.51 % During the years ended December 31, 2022, 2021 and 2020, we granted options to purchase 568,623 shares, 271,735 shares and 579,507 shares of our common stock, respectively, at weighted-average exercise prices of $ 28.64 per share, $ 54.36 per share and $ 35.56 per share, respectively. The weighted-average grant-date fair values of the options granted during the years ended December 31, 2022, 2021 and 2020 were $ 14.54 per share, $ 27.78 per share and $ 16.94 per share, respectively. During the year ended December 31, 2022, we applied a forfeiture assumption of five percent per annum in the recognition of the expense related to these options, with the exception of the options held by our CEO for which we applied a forfeiture rate of zero percent. The total intrinsic value of options exercised was less than $ 1 million, $ 2 million and less than $ 1 million for the years ended December 31, 2022, 2021 and 2020, respectively. A summary of option activity under the Omnibus Plan during the year ended December 31, 2022 is presented below: Weighted- average Weighted- Aggregate Remaining average Intrinsic Contractual Stock Exercise Value Term Options Price (in millions) (in years) Outstanding as of December 31, 2021 1,315,460 $ 37.82 $ 3 7.54 Granted to employees 568,623 28.64 Exercised ( 1,741 ) 34.91 Forfeited ( 319,310 ) 34.31 Expired ( 374,864 ) 37.01 Outstanding as of December 31, 2022 1,188,168 $ 34.63 $ — 7.45 Exercisable as of December 31, 2022 575,051 $ 35.22 $ — 6.06 Performance Options We granted options to purchase 272,503 shares of our common stock during the year ended December 31, 2022 with a weighted-average exercise price of $ 24.74 per share and a weighted-average grant date fair value of $ 11.50 per share. The grant date fair value of performance options is determined using a Monte Carlo simulation model . We did no t issue any performance options under the Omnibus Plan during the years ended December 31, 2021 and 2020. In addition to service conditions, the ultimate number of performance options to be earned depends on the achievement of a market condition prior to the fourth anniversary of the grant date , which is based on a share price target. Performance options granted during the year ended December 31, 2022 have a weighted-average service period of approximately 1.6 years from the initial grant date. As of December 31, 2022, there were 272,503 performance options outstanding. RSUs RSUs are exercisable based on the terms outlined in the applicable award agreement. The RSUs generally vest over a period of three years. The grant date fair value of RSUs is determined using the closing market price of our common stock on the trading day that immediately precedes the grant date. During the years ended December 31, 2022, 2021 and 2020, we granted 1,146,733 RSUs, 443,040 RSUs and 507,426 RSUs, respectively, with weighted-average grant date fair values of $ 28.00 per unit, $ 53.36 per unit and $ 36.58 per unit, respectively. During the year ended December 31, 2022, we applied a forfeiture assumption of five percent per annum in the recognition of the expense related to these RSUs, with the exception of the awards held by our CEO for which we applied a forfeiture rate of zero percent. The total fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020 was $ 13 million, $ 10 million and $ 5 million, respectively. A summary of RSU activity under the Omnibus Plan during the year ended December 31, 2022 is presented below: Weighted- average Grant Date RSUs Fair Value Outstanding as of December 31, 2021 719,525 $ 45.38 Granted to employees 1,146,733 28.00 Vested ( 311,737 ) 42.86 Forfeited ( 531,551 ) 35.20 Outstanding as of December 31, 2022 1,022,970 $ 31.95 Performance Shares During the years ended December 31, 2022 and 2021, we granted 285,801 performance shares and 98,017 performance shares, respectively, with a weighted-average grant date fair value of $ 28.03 per share and $ 54.81 per share, respectively. The grant date fair value of performance shares is determined using the closing market price of our common stock on the trading day that immediately precedes the grant date. We did no t issue any performance shares under the Omnibus Plan during the year ended December 31, 2020. For the performance shares granted during the years ended December 31, 2022 and 2021, in addition to service conditions, the ultimate number of performance shares to be earned depends on the achievement of a performance condition, which is based on a revenue target. Performance shares granted during the years ended December 31, 2022 and 2021 vest approximately three years from the initial grant date. During the year ended December 31, 2022, we applied a forfeiture assumption of five percent per annum in the recognition of the expense related to these performance shares, with the exception of the awards held by our CEO for which we applied a forfeiture rate of zero percent. A summary of performance share activity under the Omnibus Plan during the year ended December 31, 2022 is presented below: Weighted- average Performance Grant Date Shares Fair Value Outstanding as of December 31, 2021 247,671 $ 39.82 Granted to employees 285,801 28.03 Vested — — Forfeited ( 303,294 ) 34.77 Outstanding as of December 31, 2022 230,178 $ 31.84 RSAs In 2019, in connection with the acquisition of Streem, we issued 575,370 RSAs to certain employees of Streem that were not part of the Omnibus Plan. These awards are subject to time-vesting, certain performance milestone-vesting restrictions, continued employment and transfer restrictions. The grant date fair value of RSAs is determined using the closing market price of our common stock on the trading day that immediately precedes the grant date. As of December 31, 2021, 134,318 RSAs were unvested. During the year ended December 31, 2022, 42,122 RSAs vested and 78,896 RSAs were forfeited, and as of December 31, 2022, 13,300 RSAs were unvested. ESPP On March 21, 2019, our board of directors approved and recommended for approval by our stockholders the ESPP, which was approved by our stockholders on April 29, 2019 and became effective for offering periods commencing July 1, 2019. The ESPP is intended to qualify for favorable tax treatment under Section 423 of the Code. Under the plan, eligible employees may purchase common stock, subject to IRS limits, during pre-specified offering periods at a discount established by Frontdoor not to exceed 15 percent of the then current fair market value. A maximum of 1,250,000 shares of our common stock are authorized for sale under the plan. During the years ended December 31, 2022, 2021 and 2020, we issued 53,353 shares, 44,211 shares and 35,589 shares, respectively, under the ESPP. There were 1,105,770 shares available for issuance under the ESPP as of December 31, 2022. Stock-based compensation expense We recognized stock-based compensation expense of $ 22 million ($ 19 million, net of tax), $ 25 million ($ 19 million, net of tax) and $ 17 million ($ 14 million, net of tax) for the years ended December 31, 2022, 2021 and 2020, respectively. These charges are included in Selling and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Stock-based compensation expense for stock options, RSUs and RSAs is recognized over the vesting period of the award using a straight-line vesting method, net of estimated forfeitures. In addition, for performance shares with a performance condition, we evaluate the probability of achieving the performance condition at the end of each reporting period and record the related stock-based compensation expense over the service period. For performance shares and performance options with a market condition, the related stock-based compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. As of December 31, 2022, there was $ 36 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options, performance options, RSUs, performance shares and RSAs. These costs are expected to be recognized over a weighted-average period of 2.7 years. |