Annual report pursuant to Section 13 and 15(d)

Note 23 - Stock-based Compensation Plan

v3.25.0.1
Note 23 - Stock-based Compensation Plan
12 Months Ended
Dec. 31, 2024
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, 2024, we had approximately 5 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,

 
   

2024

   

2023

   

2022

 

Huntsman Corporation compensation cost

  $ 30     $ 28     $ 29  

Huntsman International compensation cost

    29       27       27  

 

The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $2 million, $3 million and $8 million for the years ended December 31, 2024, 2023 and 2022, 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 the years ended  December 31, 2024, 2023 and 2022, no stock options were granted.

 

A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of December 31, 2024 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, 2024

    2,890     $ 22.06                  

Exercised

    (440 )     20.57                  

Forfeited

    (36 )     32.15                  

Outstanding and exercisable at December 31, 2024

    2,414       22.18       3.2     $ 3  

 

As of December 31, 2024, there was no unrecognized compensation cost related to nonvested stock option arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. 

 

During the years ended December 31, 2024, 2023 and 2022, the total intrinsic value of stock options exercised was approximately $1 million, $3 million and $12 million, respectively. Cash received from stock options exercised during the years ended December 31, 2024, 2023 and 2022 was approximately nil, $5 million and $6 million, respectively. The cash tax benefit from stock options exercised during each of the years ended December 31, 2024, 2023 and 2022 was approximately nil, nil 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, 2024, 2023 and 2022, the weighted-average expected volatility rate was 31.8%, 37.6% and 43.5%, respectively, and the weighted average risk-free interest rate was 4.39%, 4.38% and 1.67%, respectively. For the performance share unit awards granted during the year ended December 31, 2024, 2023 and 2022, 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 years ended December 31, 2024 and 2023.

 

A summary of the status of our nonvested shares as of December 31, 2024 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, 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

    (270 )

(2)

  41.82       (12 )     30.80  

Nonvested at December 31, 2024

    2,276       33.22       225       27.36  

(1)

As of December 31, 2024, a total of 136,370 restricted stock units were vested but not yet issued, of which 20,685 vested during 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 December 31, 2024, there was $34 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 1.7 years. The value of share awards that vested during the years ended December 31, 2024, 2023 and 2022 was $24 million, $28 million and $31 million, respectively.