LOUISIANA-PACIFIC CORPLPX
LOUISIANA-PACIFIC CORP Stock Compensation Disclosure
STOCKHOLDERS' EQUITY
Preferred Stock
We are authorized to issue up to 15,000,000 shares of preferred stock at $1.00 par value. At December 31, 2020, no shares of preferred stock have been issued.
Stock Award Plan
We have a stock-based compensation plan under which stock options, SSARs, restricted stock, restricted stock units, and performance stock units are granted. At December 31, 2020, approximately three million shares were available under the current plan for these awards.
| Year ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Total stock-based compensation expense (costs of sales, selling, general and administrative and other operating credits and charges, net) | $ | 12 | $ | 9 | $ | 8 | |||||||||||
| Income tax benefit related to stock-based compensation | $ | 2 | $ | 1 | $ | 3 | |||||||||||
| Impact on cash flow due to taxes paid related to net share settlement of equity awards | $ | (5) | $ | (5) | $ | (9) | |||||||||||
We recognize the compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years.
SSARs
Prior to January 1, 2018, we granted SSARs to key employees. On exercise, we generally issue these shares from treasury. The SSARs are granted at market price at the date of grant. SSARs become exercisable over three years and expire ten years after the date of grant. All outstanding SSARs were vested as of December 31, 2020.
Restricted Shares, Restricted Stock Units, and Performance Stock Units
We grant time-vested restricted stock units and performance stock units to certain key employees and directors under our stock award plan. Generally, time-vested restricted stock units granted prior to January 1, 2020, are subject to cliff-vesting for a period of three years from the date of grant for employees and one year for directors. Those awards granted after January 1, 2020, vest ratably over the three-year vesting period Performance stock units vest based upon the attainment of certain performance metrics over a three-year cumulative performance period. Certain of these awards are eligible to receive dividend equivalent shares. The grant date fair value of these awards approximates market value of the shares. For awards based upon the achievement of the performance goals, the awards are earned ratably from 0% to 200%. If the performance goals are met at the end of the performance period, the award is adjusted to reflect LP's three-year total shareholder return (TSR) performance relative to a capital market peer group. This TSR modifier can increase or decrease the award by 20%, although the TSR modifier cannot cause the award to exceed the maximum of 200%.
Summary of Stock Awards Outstanding
The following table summarizes stock awards as of December 31, 2020, as well as activity during the last year.
| Stock Options / SSARS | Restricted stock | Restricted Stock Units and Performance Stock Units | |||||||||||||||||||||||||||||||||
| Number of Awards | Weighted Average Exercise Price | Number of Awards | Weighted Average Grant Date Fair Value | Number of Awards | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Outstanding at December 31, 2019 | 640,521 | $ | 15.56 | 78,968 | $ | 20.05 | 1,139,247 | $ | 24.82 | ||||||||||||||||||||||||||
| Granted | — | — | — | — | 540,678 | 30.31 | |||||||||||||||||||||||||||||
| Exercised | (252,980) | 15.57 | — | — | — | — | |||||||||||||||||||||||||||||
| Vested | — | — | (78,968) | 20.05 | (358,987) | 22.55 | |||||||||||||||||||||||||||||
| Forfeited | — | — | — | — | (92,608) | 27.22 | |||||||||||||||||||||||||||||
| Outstanding at December 31, 2020 | 387,541 | $ | 15.56 | — | $ | — | 1,228,330 | $ | 27.42 | ||||||||||||||||||||||||||
Vested and expected to vest at December 31, 2020(1) | 387,541 | $ | 15.56 | — | $ | — | 1,228,330 | $ | 27.42 | ||||||||||||||||||||||||||
| Exercisable at December 31, 2020 | 387,541 | $ | 15.56 | — | — | — | — | ||||||||||||||||||||||||||||
| Unrecognized compensation costs (in millions) | $ | — | $ | — | $ | 14 | |||||||||||||||||||||||||||||
| To be recognized over weighted average period of years | 0 | 0 | 1.5 | ||||||||||||||||||||||||||||||||
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(1)Expected to vest based upon historical forfeiture rate.
The aggregate intrinsic value of the stock options and SSARs is the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of 2020 and the exercise price, multiplied by the number of in-the-money options and SSARs) that would have been received by the holders had all holders exercised their awards on December 31, 2020. This amount changes based on the market value of our stock, as reported by the New York Stock Exchange.The intrinsic value of SSARs exercised in the years ended December 31, 2020, 2019, and 2018 was $8 million, $13 million, and $35 million, respectively.
The total fair value of awards vested during the years ended December 31, 2020, 2019 and 2018, was $13 million, $11 million and $8 million, respectively.
Share Repurchases
On February 6, 2020, LP’s Board of Directors authorized LP to repurchase up to $200 million of shares of LP’s common stock (the Share Repurchase Program). On November 4, 2020, LP’s Board of Directors authorized an expansion of LP's Share Repurchase Program under which the Company may repurchase up to additional $300 million of shares of LP’s common stock.
We repurchased approximately six million shares of our common stock at an average price of $32.69 per share through market purchases during 2020, with a remaining capacity of $300 million under the Share Repurchase Program.
Employee Stock Purchase Plan
Our employee stock purchase plan (ESPP) provides our participating employees an opportunity to obtain shares of our common stock at a discount (through payroll deductions over three-month periods). At December 31, 2020, two million shares of common stock were reserved for issuance under the ESPP provisions.Free Sentinel
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2020 | Feb 18, 2021 | Showing above |
| 2019 | Feb 13, 2020 | |
| 2018 | Feb 14, 2019 | |
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.