Share-based Compensation | 17. Share-Based Compensation Corning maintains long-term incentive plans (the “Plans”) for key employees and non-employee members of its Board of Directors. The Plans allow us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards or a combination of awards (collectively, share-based awards). At September 30, 2020, there were approximately 36 million unissued common shares available for future grants authorized under the Plans. Beginning in 2020, Corning increased the equity component in its Long-Term Incentive (“LTI”) Plan from 40 % to 75 % of an executive’s annual targeted compensation opportunity. On May 20, 2020, the Company announced temporary compensation actions in response to the impact of the global COVID-19 pandemic on the Company. Effective June 1, 2020, the base salary of the Company’s CEO was reduced by 40 % and each of the other named executive officers’ salaries were reduced by 30 %. Each non-employee director’s cash compensation was reduced by 40 %. Additionally, the Company reduced salaries, from 5 % to 30 %, for all other salaried employees in the United States from June 1, 2020 through December 31, 2020. The Company took similar actions outside the United States based on local regulations and mutual consent requirements. The Company took these and other actions to preserve cash in 2020, and has issued equity to each employee, including the named executive officers, in the form of restricted stock units and stock options, in an amount equivalent to the employee’s salary reduction on the grant date, which vest over a period of three year s . Similarly, each non-employee director received restricted stock units in an amount equivalent to the director’s fee reduction. Share-based compensation expense is allocated to the selling, general and administrative, research, development and engineering, and cost of sales expenses lines in the consolidated statements of income. Stock Compensation Plans The Company measures and recognizes compensation cost for all share-based payment awards made to employees and directors based on estimated fair values. Total share-based compensation expense was approximately $ 62 million and $ 13 million, respectively, and $ 127 million and $ 43 million, respectively, for the three and nine months ended September 30, 2020 and 2019. The incremental change in expense was $ 49 million and $ 84 million for the three and nine months ended September 30, 2020, respectively. The increase was primarily driven by a larger equity component for Director and Executive compensation and issuance of employee share-based compensation awards. The income tax benefit realized from share-based compensation was not significant for the three and nine months ended September 30, 2020 and 2019. Refer to Note 8 (Income Taxes) to the consolidated financial statements for additional information. Stock Options Corning’s stock option plans provide non-qualified and incentive stock options to purchase authorized but unissued common shares, or treasury shares, at the market price on the grant date and generally become exercisable in installments from one year to five years from the grant date. The maximum term of non-qualified and incentive stock options is 10 years from the grant date. An award is considered vested when the employee’s retention of the award is no longer contingent on providing subsequent service (the “non-substantive vesting period approach”). The following table summarizes information concerning stock options outstanding, including the related transactions under the stock option plans for the nine months ended September 30, 2020: Weighted- average Weighted- remaining Aggregate Number average contractual intrinsic of shares exercise term in value (in thousands) price years (in thousands) Options Outstanding as of December 31, 2019 13,172 $ 21.94 Granted 10,653 19.65 Exercised ( 2,560 ) 18.88 Forfeited and Expired ( 166 ) 20.04 Options Outstanding as of September 30, 2020 21,099 21.17 7.24 $ 239,564 Options Expected to Vest as of September 30, 2020 20,703 21.19 7.19 234,719 Options Exercisable as of September 30, 2020 7,400 19.38 3.56 96,460 Corning uses a multiple-point Black-Scholes valuation model to estimate the fair value of stock option grants. Corning utilizes a blended approach for calculating the volatility assumption used in the multiple-point Black-Scholes valuation model defined as the weighted average of the short-term implied volatility, the most recent volatility for the period equal to the expected term, and the most recent 15-year historical volatility. The expected term is the period the options are expected to be outstanding and is calculated using a combination of historical exercise experience adjusted to reflect the current vesting period of options being valued, and partial life cycles of outstanding options. The risk-free rates used in the multiple-point Black-Scholes valuation model are the implied rates for a zero-coupon U.S. Treasury bond with a term equal to the option’s expected term. The ranges given below reflect results from separate groups of employees exhibiting different exercise behavior. The following inputs were used for the valuation of option grants under the stock option plans (1) : Three months ended Nine months ended September 30, September 30, 2019 2020 2019 Expected volatility 29.5 % 32.9 - 32.9 % 29.5 - 29.9 % Weighted-average volatility 29.5 % 32.9 - 32.9 % 29.5 - 29.9 % Expected dividends 2.95 % 4.48 - 4.48 % 2.36 - 2.95 % Risk-free rate 1.5 % 0.5 - 0.5 % 1.5 - 2.4 % Average risk-free rate 1.5 % 0.5 - 0.5 % 1.5 - 2.4 % Expected term (in years) 7.4 7.4 - 7.4 7.4 - 7.4 Pre-vesting executive departure rate 0.6 % 0.6 - 0.6 % 0.6 - 0.6 % Pre-vesting non-executive departure rate 2.5 - 2.5 % (1) Stock options were granted during the three months ended June 30, 2020, and three months ended June 30 and September 30, 2019. There were no stock options granted during the three months ended March 31 and September 30, 2020, and the three months ended March 31, 2019 . Incentive Stock Plans The Corning Incentive Stock Plan permits restricted stock and restricted stock unit grants, either determined by specific performance goals or issued directly, in most instances, subject to the possibility of forfeiture and without cash consideration. Restricted stock and restricted stock units under the Incentive Stock Plan are granted at the closing market price on the grant date, contingently vest over a period of generally one year to ten years , and generally have contractual lives of one year to ten years . The fair value of each restricted stock grant or restricted stock unit awarded under the Incentive Stock Plan is based on the grant date closing price of the Company’s stock. The following table represents a summary of the status of the Company’s non-vested time-based restricted stock and restricted stock units as of December 31, 2019 and changes which occurred during the nine months ended September 30, 2020: Weighted Number average of shares grant-date (in thousands) fair value Non-vested shares and share units at December 31, 2019 5,189 $ 27.58 Granted 9,272 20.69 Vested ( 1,176 ) 27.50 Forfeited ( 192 ) 24.42 Non-vested shares and share units at September 30, 2020 13,093 $ 22.76 |