Annual report pursuant to Section 13 and 15(d)

Note 23 - Stock-based Compensation Plan

v3.24.0.1
Note 23 - Stock-based Compensation Plan
12 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

23. STOCK-BASED COMPENSATION PLAN

 

Under the 2016 Stock Incentive Plan, we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance share units and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants under both the 2016 Stock Incentive Plan and the Prior Plan are fixed at the grant date. Initially, there were approximately 8.2 million shares available for issuance under the 2016 Stock Incentive Plan. However, the number of shares available for issuance may be adjusted to include any shares surrendered, exchanged, forfeited or settled in cash pursuant to the Prior Plan. As of December 31, 2023, we had approximately 6 million shares remaining under the 2016 Stock Incentive Plan available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest over a three-year period. 

 

The compensation cost under the 2016 Stock Incentive Plan and the Prior Plan for our Company and Huntsman International were as follows (dollars in millions):

 

   

Year ended December 31,

 
   

2023

   

2022

   

2021

 

Huntsman Corporation compensation cost

  $ 28     $ 29     $ 30  

Huntsman International compensation cost

    27       27       29  

 

The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $3 million, $8 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

 

Stock Options

 

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted averages of the assumptions utilized for all stock options granted during the year. During both of the years ended  December 31, 2023 and 2022, no stock options were granted.

 

 

   

Year ended December 31,

 
   

2021

 

Dividend yield

    2.3 %

Expected volatility

    53.3 %

Risk-free interest rate

    0.7 %

Expected life of stock options granted during the period (in years)

    5.9  

 

A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of December 31, 2023 and changes during the year then ended is presented below:

 

                   

Weighted

         
           

Weighted

   

average

         
           

average

   

remaining

   

Aggregate

 
           

exercise

   

contractual

   

intrinsic

 

Option awards

 

Shares

   

price

   

term

   

value

 
   

(in thousands)

           

(years)

   

(in millions)

 

Outstanding at January 1, 2023

    3,413     $ 21.93                  

Exercised

    (467 )     20.09                  

Forfeited

    (56 )     30.44                  

Outstanding at December 31, 2023

    2,890       22.06       3.7     $ 12  

Exercisable at December 31, 2023

    2,818       21.90       3.6       12  

 

The weighted-average grant-date fair value of stock options granted during 2021 was $11.48 per option. As of December 31, 2023, there was less than $1 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.2 years.

 

During the years ended December 31, 2023, 2022 and 2021, the total intrinsic value of stock options exercised was approximately $3 million, $12 million and $13 million, respectively. Cash received from stock options exercised during the years ended December 31, 2023, 2022 and 2021 was approximately $5 million, $6 million and $10 million, respectively. The cash tax benefit from stock options exercised during each of the years ended December 31, 2023, 2022 and 2021 was approximately nil, $2 million and $2 million, respectively.

 

Nonvested Shares

 

Nonvested shares granted under the 2016 Stock Incentive Plan and the Prior Plan consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. The fair value of each restricted stock and phantom stock award is estimated to be the closing stock price of Huntsman’s stock on the date of grant.

 

We grant two types of performance share unit awards. For one type of performance share unit award, the performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the three-year performance periods. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the years ended December 31, 2023, 2022 and 2021, the weighted-average expected volatility rate was 37.6%, 43.5% and 44.9%, respectively, and the weighted average risk-free interest rate was 4.38%, 1.67% and 0.2%, respectively. For the performance share unit awards granted during the year ended December 31, 2023, 2022 and 2021, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period.

 

During the first quarter of 2022, we issued a second type of performance award, which also includes a market condition. The performance criteria are our corporate free cash flow achieved relative to targets set by management, modified for the total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the two-year performance period. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the year ended December 31, 2022, the weighted-average expected volatility rate was 37.9% and the weighted average risk-free interest rate was 1.43%. For the performance share unit awards granted during the year ended December 31, 2022, the number of shares earned varies based upon the Company achieving certain performance criteria over a two-year performance period. No performance share unit awards of this type were granted during the year ended December 31, 2023.

 

A summary of the status of our nonvested shares as of December 31, 2023 and changes during the year then ended is presented below:

 

   

Equity awards

   

Liability awards

 
           

Weighted

           

Weighted

 
           

average

           

average

 
           

grant-date

           

grant-date

 
   

Shares

   

fair value

   

Shares

   

fair value

 
   

(in thousands)

           

(in thousands)

         

Nonvested at January 1, 2023

    1,802     $ 35.15       257     $ 31.61  

Granted

    945       36.54       114       30.83  

Vested

    (724 )

(1)(2)

  27.23       (165 )     29.51  

Forfeited

    (100 )     37.08       (25 )     33.58  

Nonvested at December 31, 2023

    1,923       38.71       181       32.75  

(1)

As of December 31, 2023, a total of 115,685 restricted stock units were vested but not yet issued, of which 9,400 vested during 2023. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

(2)

A total of 264,624 performance share unit awards are reflected in the vested shares in this table, which represents the target number of performance share unit awards for this grant and were included in the balance at December 31, 2023. During the year ended December 31, 2023, an additional 132,314 performance share unit awards with a grant date fair value of $22.85 were issued related to this vest due to the target performance criteria being exceeded.

 

As of December 31, 2023, there was $31 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.8 years. The value of share awards that vested during the years ended December 31, 2023, 2022 and 2021 was $28 million, $31 million and $18 million, respectively.