Share-Based Compensation | Share-Based Compensation On May 4, 2017, the Company’s stockholders approved the Kansas City Southern 2017 Equity Incentive Plan (the “2017 Plan”). Upon approval, the Company ceased issuing awards under the Kansas City Southern 2008 Stock Option and Performance Award Plan (the “2008 Plan”). The Board of Directors and its Compensation and Organization Committee had previously adopted the 2017 Plan, subject to stockholder approval, on January 26, 2017, and February 17, 2017, respectively. The 2017 Plan provided for the granting of up to 3,750,000 shares of the Company’s common stock to eligible persons as defined in the 2017 Plan. Outstanding equity awards granted under the 2008 Plan and the 2017 Plan (the “Plans”) were governed by the terms and conditions of each individual plan and the related award agreements. In March 2021, pursuant to the merger agreement in affect at that time, the number of share available to grant from the 2017 Plan was limited to a pool of 64,051 shares to be granted in the form of restricted share awards with a vesting period of not less than 1 year. The pool expired in August 2021 and no further awards were granted. In December 2021, upon the effective date of the merger, the 2017 Plan was terminated. On December 14, 2021, upon CP’s acquisition of the Company’s common stock per the Merger Agreement, the vesting of certain unvested share-based compensation arrangements of the Company was accelerated. These awards included unvested restricted shares awarded prior to the initial merger announcement on March 21, 2021, and unvested options, which were cash settled at the Merger Consideration value less the option’s exercise price. Unvested restricted shares awarded after the initial announcement of the merger on March 21, 2021, were replaced with a fixed, cash-based award that entitled the holder thereof, upon vesting at the end of the requisite service period, to receive an amount in cash equal to the Merger Consideration. Unvested performance share awards were replaced with a fixed, cash-based award that entitles the holder thereof, upon vesting at the end of the award’s original, three-year requisite service period, to receive an amount in cash equal to the Merger Consideration value of $301.20 for each performance share award held multiplied by the maximum performance factor of 200% of the original target award. In the fourth quarter of 2021, the Company recognized $55.9 million of compensation expense from the accelerated vesting, increase in fair value and replacement of awards into a fixed, cash-based award in merger costs, net within the consolidated statements of income. Stock Options. The exercise price for options granted under the Plans equaled the closing market price of the Company’s stock on the date of grant. Options generally had a 3-year vesting period and were exercisable over the 10-year contractual term. The grant date fair value was recorded to expense on a straight-line basis over the vesting period. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average assumptions used were as follows: 2021 2020 2019 Expected dividend yield 0.83 % 1.04 % 1.33 % Expected volatility 30.86 % 26.07 % 26.38 % Risk-free interest rate 0.74 % 1.27 % 2.64 % Expected term (years) 6.0 5.7 5.7 Weighted-average grant date fair value of stock options granted $ 58.74 $ 37.79 $ 27.70 The expected dividend yield was calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant. The expected volatility was based on the historical volatility of the Company’s stock price over a term equal to the estimated life of the options. The risk-free interest rate was determined based on U.S. Treasury rates for instruments with terms approximating the expected term of the options granted, which represents the period of time the awards are expected to be outstanding and based on the historical experience of similar awards. A summary of stock option activity is as follows: Number of Weighted- Options outstanding at December 31, 2020 571,948 $ 109.46 Granted 57,253 211.10 Exercised (189,775) 84.82 Forfeited or expired (17,272) 162.67 Settled under the Merger Agreement (422,154) $ 123.09 Options outstanding at December 31, 2021 — $ — Exercisable at December 31, 2021 — $ — Compensation cost, excluding the cost recognized in connection with the merger, of $3.9 million, $4.0 million, and $3.6 million was recognized for stock option awards for the years ended December 31, 2021, 2020, and 2019, respectively. The total income tax benefit recognized in the consolidated statements of income was $0.9 million, $1.0 million, and $0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Upon CP’s acquisition of the Company’s common stock per the Merger Agreement, the unvested stock options were fully vested, and the Company recognized an additional $12.3 million in merger costs, net within the consolidated statements of income for the acceleration of vesting and the increase in fair value of the awards to the Merger Consideration of $301.20 less the applicable option’s exercise price. The outstanding and unexercised options at the acquisition date were then cash settled by the Company for approximately $75.2 million prior to December 31, 2021, with a corresponding reduction to additional paid-in capital. The income tax benefit recognized within the consolidated statements of income from cash settling the stock options was $15.6 million. Additional information regarding stock option exercises appears in the table below (in millions) : 2021 2020 2019 Aggregate grant-date fair value of stock options vested $ 8.5 $ 3.7 $ 3.0 Intrinsic value of stock options exercised 34.9 13.9 7.2 Cash received from option exercises 19.9 9.9 7.0 Tax benefit from options exercised during the annual period 7.8 3.5 1.8 Nonvested Stock. The Plans provided for the granting of nonvested stock awards to officers and other designated employees. The grant date fair value was based on the closing market price on the date of the grant. These awards are subject to forfeiture if employment terminates during the vesting period, which is generally 1 year or 5 years of vesting for employees. Awards granted to the Company’s directors vested immediately on date of grant. The grant date fair value of nonvested shares was recognized to compensation expense on a straight-line basis over the vesting period. A summary of nonvested stock activity is as follows: Number of Weighted- Nonvested stock at December 31, 2020 194,031 $ 119.35 Granted 63,085 248.88 Vested (215,259) 136.32 Forfeited (16,808) 158.81 Replaced with cash liability awards (25,049) $ 299.63 Nonvested stock at December 31, 2021 — $ — The fair value (at vest date) of shares vested during the years ended December 31, 2021, 2020, and 2019 was $59.2 million, $15.3 million, and $15.2 million, respectively. The income tax benefit recognized for the shares vested during 2021 was $13.1 million. The weighted-average grant date fair value of nonvested stock granted during 2021, 2020, and 2019 was $248.88, $147.82 and $114.69, respectively. Compensation cost for nonvested stock, excluding the cost recognized in connection with the Merger Agreement was $9.8 million, $10.5 million, and $10.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. The total income tax benefit recognized within the consolidated statements of income was $2.4 million for the year ended December 31, 2021, and $2.6 million for both the years ended 2020, and 2019. For the nonvested stock granted prior to March 21, 2021, the awards were fully vested on December 3, 2021, at a price of $290.71 per share. The grantee received KCS common shares, net of shares withheld for taxes, based on the $290.71 price per share for each nonvested share held at that date. The acceleration of vesting resulted in $9.6 million of additional expense recognized in merger costs, net within the consolidated statements of income. The income tax benefit recognized from the acceleration of vesting was $2.4 million. Upon CP’s acquisition of the Company’s common stock per the Merger Agreement, the grantee received the per share Merger Consideration value for each KCS common share held. For the nonvested stock granted after March 21, 2021, each nonvested share was replaced with a cash-based award that entitles the holder to receive a fixed amount in cash equal to the Merger Consideration value of $301.20 upon rendering of the requisite service. The remaining unamortized expense of $5.3 million will be recognized to merger costs on a straight-line basis over the remaining vesting period, which is through 2026 and is subject to the terms of the original award agreement as modified by the Merger Agreement. Performance Based Awards. The Company granted performance based nonvested stock awards during 2021 (the “2021 Awards”), 2020 (the “2020 Awards”) and 2019 (the “2019 Awards”). The awards granted provided a target number of shares that generally vest at the end of a 3-year requisite service period following the grant date. In addition to the service condition, the number of nonvested shares to be received depended on the attainment of defined Company-wide performance goals based on operating ratio (“OR”) and return on invested capital (“ROIC”) over a 3-year performance period. The awards were also subject to a revenue growth multiplier based on a 3-year performance period calculated as defined in the related award agreement that can range from 80% to 120% of the award earned based on the OR and ROIC achieved. The number of nonvested shares ultimately earned would range between zero to 200% of the target award. A summary of performance based nonvested stock activity at target is as follows: Target Number of Shares Weighted-Average Grant Date Fair Value Nonvested stock, at December 31, 2020 140,560 $ 124.98 Granted 37,650 211.10 Vested (52,878) 114.11 Forfeited (11,698) 169.44 Replaced with a cash liability awards (113,634) $ 155.02 Nonvested stock, at December 31, 2021 — $ — _____________________ The weighted-average grant date fair value of performance based nonvested stock granted during 2021, 2020 and 2019 was $211.10, $157.75 and $110.13, respectively. The Company expensed the grant date fair value of the awards which were probable of being earned over the performance periods. Compensation cost on performance based awards, excluding the cost recognized in connection with the Merger Agreement was $10.1 million, $8.6 million and $8.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Total income tax benefit recognized within the consolidated statements of income for performance based awards was $2.5 million, $2.1 million and $2.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The fair value (at vest date) of shares vested for the years ended December 31, 2021, 2020 and 2019 was $11.7 million, $7.8 million, and $5.7 million, respectively. Upon CP’s acquisition of the Company’s common stock per the Merger Agreement, the unvested performance share awards were replaced with a fixed, cash-based award that entitles the holder thereof, upon vesting at the end of the award’s original, three-year requisite service period, to receive an amount in cash equal to the Merger Consideration value of $301.20 for each performance share award held multiplied by the maximum performance factor of 200% of the original target award. The increase in the fair value of the award and the number of awards to be issued resulted in additional expense of $34.0 million recognized in merger costs, net within the consolidated statements of income for the requisite service that had been provided as of December 31, 2021. The income tax benefit recognized for the additional expense was $10.7 million. The remaining unamortized expense of $16.2 million will be recognized to merger costs over the remaining vesting period, which is through 2024 and is subject to the terms of the original award agreement as modified by the Merger Agreement. Employee Stock Purchase Plan. The employee stock purchase plan (“ESPP”) provided substantially all U.S. full-time employees of the Company, certain subsidiaries and certain other affiliated entities, with the right to subscribe to an aggregate of 4.0 million shares of common stock of the Company. Under the ESPP, eligible employees could contribute, through payroll deductions, up to 10% of their regular base compensation during six-month purchase periods at a purchase price equal to 85% of the closing market price on either the exercise date or the offering date, whichever was lower. The Company terminated its ESPP program upon entering into its initial merger agreement with CP in March 2021, thus only the January period was offered during 2021 and there were no remaining shares available for future ESPP offerings. At the end of each purchase period, the accumulated deductions were applied toward the purchase of the Company’s common stock. Both the discount in grant price and the share option purchase price were valued to derive the award’s fair value. The awards vest and the expense was recognized ratably over the offering period. The following table summarizes activity related to the various ESPP offerings: Exercise Date Received Date Purchase Shares January 2021 offering July 1, 2021 $ 170.83 18,046 $ 3.1 July 2020 offering January 5, 2021 $ 122.91 23,292 $ 2.9 January 2020 offering July 2, 2020 $ 126.90 23,709 $ 3.0 July 2019 offering January 3, 2020 $ 104.83 27,949 $ 2.9 January 2019 offering July 2, 2019 $ 81.83 36,735 $ 3.0 _____________________ (i) Represents amounts received from employees through payroll deductions for share purchases under applicable offering. The fair value of the ESPP stock purchase rights was estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average assumptions used for each of the respective periods were as follows: Years Ended December 31, 2021 2020 2019 Expected dividend yield 0.88 % 1.07 % 1.36 % Expected volatility 18.65 % 30.55 % 17.43 % Risk-free interest rate 0.05 % 1.01 % 2.31 % Expected term (years) 0.5 0.5 0.5 Weighted-average grant date fair value $ 40.40 $ 35.14 $ 21.56 |