CHESAPEAKE UTILITIES CORPCPK
CHESAPEAKE UTILITIES CORP Stock Compensation Disclosure
SHARE-BASED COMPENSATION PLANS
Our key employees and non-employee directors have been granted share-based awards through our SICP, which has awards outstanding under the current 2023 plan and the previous 2013 plan. We record these share-based awards as compensation costs over the respective service period for which services are received in exchange for an award of equity or equity-based compensation. The compensation cost is based primarily on the fair value of the shares awarded, using the estimated fair value of each share on the date it was granted, and the number of shares expected to be issued at the end of the service period. We have 524,579 shares of common stock reserved for issuance under the SICP.
The table below presents the amounts included in net income related to share-based compensation expense for the awards granted under the SICP for the years ended December 31, 2024, 2023 and 2022:
| For the Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Awards to key employees | $ | 7.5 | $ | 6.7 | $ | 5.5 | |||||||||||
| Awards to non-employee directors | 0.9 | 0.9 | 1.0 | ||||||||||||||
| Total compensation expense | 8.4 | 7.6 | 6.5 | ||||||||||||||
| Less: tax benefit | (2.2) | (1.9) | (1.7) | ||||||||||||||
| Share-based compensation expense included in net income | $ | 6.2 | $ | 5.7 | $ | 4.8 | |||||||||||
Officers and Key Employees
Our Compensation Committee is authorized to grant our key employees the right to receive awards of shares of our common stock, contingent upon the achievement of established performance goals and subject to SEC transfer restrictions once awarded. Our President and CEO has the right to issue awards of shares of our common stock, to other officers and key employees of the Company, contingent upon various performance goals and subject to SEC transfer restrictions.
We currently have several outstanding multi-year performance awards under various plans, which are based upon the successful achievement of long-term goals, growth and financial results and comprise both market-based and performance-based conditions and targets. The fair value per share, tied to a performance-based condition or target, is equal to the market price per share on the grant date. For the market-based conditions, we used a Monte Carlo valuation to estimate the fair value of each share granted.
The table below presents the summary of the stock activity for awards to all officers and key employees:
| (in thousands, except per share data) | Number of Shares | Weighted Average Fair Value | |||||||||
Outstanding — December 31, 2022 | 204 | $ | 103.17 | ||||||||
| Granted | 81 | 126.06 | |||||||||
| Vested | (68) | 91.59 | |||||||||
| Expired | (2) | 94.64 | |||||||||
| Forfeited | (2) | 113.44 | |||||||||
Outstanding — December 31, 2023 | 213 | 117.74 | |||||||||
| Granted | 110 | 105.21 | |||||||||
| Vested | (43) | 103.95 | |||||||||
| Expired | (27) | 86.24 | |||||||||
| Forfeited | — | — | |||||||||
Outstanding — December 31, 2024 | 253 | $ | 117.96 | ||||||||
During the year ended December 31, 2024, we granted awards of 110 thousand shares of common stock to officers and key employees under the SICP, including awards granted in February 2024. The shares granted are multi-year awards that will vest no later than the three-year service period ending December 31, 2026.
The aggregate intrinsic value of the SICP awards granted was $30.8 million, $22.5 million, and $24.1 million at December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, there was $6.1 million of unrecognized compensation cost related to these awards, which is expected to be recognized through 2026.
In March 2024, 2023 and 2022, upon the election by certain of our executive officers, we withheld shares with a value at least equivalent to each such executive officer’s minimum statutory obligation for applicable income and other employment taxes related to shares that vested and were paid in March 2024, 2023 and 2022 for the performance periods ended December 31, 2023, 2022, and 2021. We paid the balance of such awarded shares to each such executive officer and remitted the cash equivalent of the withheld shares to the appropriate taxing authorities. The below table presents the number of shares withheld and amounts remitted:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| (dollars in millions, shares in thousands) | ||||||||||||||||||||
| Shares withheld to satisfy tax obligations | 14 | 20 | 22 | |||||||||||||||||
| Amounts remitted to tax authorities to satisfy obligations | $ | 1.5 | $ | 2.5 | $ | 2.8 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Feb 26, 2025 | Showing above |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 29, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.