Quarterly report pursuant to Section 13 or 15(d)

Note 17 - Stock-based Compensation Plans

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Note 17 - Stock-based Compensation Plans
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

17. STOCK-BASED COMPENSATION PLANS

As of September 30, 2024, we had approximately 5 million shares remaining under the stock-based compensation plans 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 annually over a three-year period or in total at the end of a three-year period. 

 

The compensation cost from continuing operations under the stock-based compensation plans for our Company and Huntsman International were as follows (dollars in millions):

 

   

Three months

   

Nine months

 
   

ended

   

ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Huntsman Corporation compensation cost

  $ 7     $ 7     $ 23     $ 22  

Huntsman International compensation cost

    7       7       22       21  

 

The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was $1 million and $2 million for the nine months ended September 30, 2024 and 2023, respectively.

Stock Options

The fair value of each stock option award was estimated on the date of grant using the Black-Scholes valuation model. Expected volatilities were 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. 

 

During each of the nine months ended September 30, 2024 and 2023, no stock options were granted.

 

A summary of stock option activity under the stock-based compensation plans as of September 30, 2024 and changes during the nine months 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, 2024

    2,890     $ 22.06                  

Exercised

    (409 )     20.59                  

Forfeited

    (32 )     32.05                  

Outstanding and exercisable at September 30, 2024

    2,449       22.18       3.4     $ 8  

As of  September 30, 2024, there was no unrecognized compensation cost related to nonvested stock option arrangements granted under the stock-based compensation plans. 

 

The total intrinsic value of stock options exercised during the nine months ended September 30, 2024 and 2023 was approximately $1 million and $3 million, respectively. Cash received from stock options exercised during the nine months ended September 30, 2024 and 2023 was approximately nil and $4 million, respectively. The cash tax benefit from stock options exercised during both of the nine months ended September 30, 2024 and 2023 was approximately nil.

 

Nonvested Shares

Nonvested shares granted under the stock-based compensation plans 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.

For our performance share unit awards, 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 nine months ended September 30, 2024 and 2023, the weighted-average expected volatility rate was 31.8% and 37.6%, respectively, and the weighted average risk-free interest rate was 4.39% and 4.38%, respectively. For the performance share unit awards granted during the nine months ended September 30, 2024 and 2023, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period.

 

A summary of the status of our nonvested shares as of September 30, 2024 and changes during the nine months 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, 2024

    1,923       $ 38.71       181     $ 32.75  

Granted

    1,264         26.57       143       23.93  

Vested

    (641 )

(1)

    32.97       (87 )     32.49  

Forfeited

    (258 )

(2)

    42.50       (9 )     31.40  

Nonvested at September 30, 2024

    2,288         33.19       228       27.39  

 


(1)

As of September 30, 2024, a total of 136,370 restricted stock units were vested but not yet issued, of which 20,685 vested during the nine months ended September 30, 2024. 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 191,959 performance share unit awards with a grant date fair value of $45.04 that were included in the December 31, 2023 nonvested balance did not meet the minimum performance criteria of these awards and were effectively forfeited during the first quarter of 2024.

As of September 30, 2024, there was approximately $42 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years. The value of share awards that vested during the nine months ended September 30, 2024 and 2023 was approximately $24 million and $28 million, respectively.

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