Stock Based Compensation | Stock Based Compensation The Company adopted the A. O. Smith Combined Incentive Compensation Plan (the Incentive Plan) effective January 1, 2007. The Incentive Plan was most recently reapproved by stockholders on April 15, 2020. The Incentive Plan is a continuation of the A. O. Smith Combined Executive Incentive Compensation Plan which was originally approved by stockholders in 2002. The number of shares available for granting of options or share units at September 30, 2022 was 7,134,900. Upon stock option exercise or share unit vesting, shares are issued from treasury stock. Total stock based compensation expense recognized in the three months ended September 30, 2022 and 2021 was $1.4 million and $1.4 million, respectively. Total stock based compensation expense recognized in the nine months ended September 30, 2022 and 2021 was $10.4 million and $10.3 million, respectively. Stock Options The stock options granted in the nine months ended September 30, 2022 and 2021 have three year pro rata vesting from the date of grant. Stock options are issued at exercise prices equal to the fair value of the Company’s Common Stock on the date of grant. For active employees, all options granted in 2022 and 2021 expire ten years after the date of grant. The Company’s stock options are expensed ratably over the three year vesting period; however, included in the stock option expense for the nine months ended September 30, 2022 and 2021 was expense associated with the accelerated vesting of stock option awards for certain employees who either are retirement eligible or become retirement eligible during the vesting period. Stock based compensation expense attributable to stock options in the three months ended September 30, 2022 and 2021 was $0.5 million and $0.5 million, respectively. Stock based compensation expense attributable to stock options in the nine months ended September 30, 2022 and 2021 was $5.0 million and $4.6 million, respectively. Changes in options, all of which relate to the Company’s Common Stock, were as follows for the nine months ended September 30, 2022: Weighted- Number of Average Aggregate Outstanding at January 1, 2022 $ 47.73 2,252,498 Granted 74.11 322,460 Exercised 38.31 (45,751) Forfeited 61.09 (17,383) Outstanding at September 30, 2022 51.19 2,511,824 7 years $ 9.9 Exercisable at September 30, 2022 46.89 1,703,369 6 years $ 8.4 The weighted-average fair value per option at the date of grant during the nine months ended September 30, 2022 and 2021 using the Black-Scholes option-pricing model was $17.57 and $14.03, respectively. Assumptions were as follows: Nine Months Ended 2022 2021 Expected life (years) 5.7 5.8 Risk-free interest rate 1.9 % 1.2 % Dividend yield 1.5 % 1.6 % Expected volatility 26.8 % 27.4 % The expected lives of options for purposes of these models are based on historical exercise behavior. The risk-free interest rates for purposes of these models are based on the U.S. Treasury yield curve in effect on the date of grant for the respective expected lives of the option. The expected dividend yields for purposes of these models are based on the dividends paid in the preceding four quarters divided by the grant date market value of the Common Stock. The expected volatility for purposes of these models are based on the historical volatility of the Common Stock. Restricted Stock and Share Units Participants may also be awarded shares of restricted stock or share units under the Incentive Plan. Share units vest three years after the date of grant. The Company granted 94,604 and 104,223 share units under the Incentive Plan in the nine months ended September 30, 2022 and 2021, respectively. The share units were valued at $6.9 million and $6.4 million at the date of issuance in 2022 and 2021, respectively, based on the price of the Company’s Common Stock at the date of grant. The share units are recognized as compensation expense ratably over the three-year vesting period; however, included in share unit expense in the three and nine months ended September 30, 2022 and 2021 was expense associated with accelerated vesting of restricted stock and share unit awards for certain employees who either are retirement eligible or will become retirement eligible during the vesting period. Stock based compensation expense attributable to share units of $1.0 million and $0.9 million was recognized in the three months ended September 30, 2022 and 2021, respectively. Stock based compensation expense attributable to share units of $5.5 million and $5.7 million was recognized in the nine months ended September 30, 2022 and 2021, respectively. Certain non-U.S.-based employees receive the cash value of the share price at the vesting date in lieu of shares. Unvested cash-settled awards are remeasured at each reporting period. A summary of share unit activity under the Incentive Plan is as follows for the nine months ended September 30, 2022: Number of Units Weighted-Average Issued and unvested at January 1, 2022 421,138 $ 47.28 Granted 94,604 73.41 Vested (126,631) 49.49 Forfeited (8,439) 56.31 Issued and unvested at September 30, 2022 380,672 52.92 |