MSA Safety IncMSA
MSA Safety Inc Stock Compensation Disclosure
Stock Plans
The 2023 Management Equity Incentive Plan and its predecessor, the 2016 Management Equity Incentive Plan, provide for various forms of stock-based compensation for eligible employees through, in the case of the 2023 Management Equity Incentive Plan, May 2033, including stock options, restricted stock awards, restricted stock units and performance stock units. The 2024 Non-Employee Directors' Equity Incentive Plan and its predecessor, the 2017 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through, in the case of the 2024 Non-Employee Directors' Equity Incentive Plan, May 2034. Stock options are granted at market prices and expire after ten years. The 2014 MSA Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company's shares of common stock at a 15% discount from fair market value, semi-annually, from the stock market. The ESPP plan is considered a compensatory plan. The discount is recorded as a component of selling, general and administrative expense in the Company's Consolidated Statements of Operations. As of December 31, 2025, there were 1,612,699; 79,844; and 53,126 shares, respectively, reserved for future grants under the management and non-employee directors’ equity incentive and employee stock purchase plans.
Stock options are exercisable beginning three years after the grant date. Restricted stock and restricted stock units are granted without payment to the Company and generally vest three years after the grant date. Restricted stock and restricted stock units are valued at the market value of the stock on the grant date. Performance stock units with a market condition are valued at an estimated fair value using a Monte Carlo simulation model. The final number of shares to be issued for performance stock units may range from zero to 240% of the target award based on achieving the specified performance targets over the performance period and further range based upon the achieved market metric over the performance period. In general, unvested stock options, restricted stock and performance stock units are forfeited if the participant’s employment with the Company terminates for any reason other than retirement, death or disability. We issue Treasury shares for stock option exercises and grants of restricted stock and performance stock. Please refer to Note 8—Capital Stock for further information regarding stock compensation share issuance.
Stock-based compensation expense was as follows:
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Restricted stock units | $ | 9,979 | $ | 11,239 | $ | 8,062 | |||||||||||
| Performance stock units | 4,862 | 6,760 | 21,961 | ||||||||||||||
| Employee stock purchase program | 356 | 186 | — | ||||||||||||||
| Total stock-compensation expense before income taxes | 15,197 | 18,185 | 30,023 | ||||||||||||||
| Income tax benefit | 3,632 | 4,492 | 7,356 | ||||||||||||||
| Total stock-compensation expense, net of income tax benefit | $ | 11,565 | $ | 13,693 | $ | 22,667 | |||||||||||
We did not capitalize any stock-based compensation expense, and all expense is included in Selling, general and administrative expense in the Consolidated Statements of Income.
A summary of option activity follows:
| Shares | Weighted Average Exercise Price | Exercisable at Year-end | |||||||||||||||
| Outstanding January 1, 2023 | 58,156 | $ | 46.48 | ||||||||||||||
| Exercised | (31,394) | 46.90 | |||||||||||||||
| Forfeited | (226) | 49.44 | |||||||||||||||
| Outstanding December 31, 2023 | 26,536 | 45.95 | 26,536 | ||||||||||||||
| Exercised | (10,666) | 46.93 | |||||||||||||||
| Forfeited | (852) | 48.65 | |||||||||||||||
| Outstanding December 31, 2024 | 15,018 | 45.10 | 15,018 | ||||||||||||||
| Exercised | (12,776) | 44.53 | |||||||||||||||
| Forfeited | (25) | 54.29 | |||||||||||||||
| Outstanding December 31, 2025 | 2,217 | $ | 48.30 | 2,217 | |||||||||||||
For various exercise price ranges, characteristics of outstanding and exercisable stock options at December 31, 2025, were as follows:
| Stock Options Outstanding and Exercisable | |||||||||||||||||
| Range of Exercise Prices | Shares | Weighted-Average | |||||||||||||||
| Exercise Price | Remaining Life | ||||||||||||||||
$33.01 – $45.00 | 500 | $ | 44.50 | 0.08 | |||||||||||||
$45.01 – $57.93 | 1,717 | 49.41 | 2.01 | ||||||||||||||
$33.01 – $57.93 | 2,217 | $ | 48.30 | 1.58 | |||||||||||||
Cash received from the exercise of stock options was $0.6 million, $0.5 million and $1.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The tax benefit we realized from these exercises was $0.7 million, $0.6 million and $0.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Stock options become exercisable when they are vested. The aggregate intrinsic value of stock options exercisable and outstanding at December 31, 2025 was $0.2 million.
Restricted stock awards and restricted stock units are valued at the market value of the stock on the grant date. A summary of restricted stock unit activity follows:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested January 1, 2023 | 145,886 | $ | 137.36 | ||||||||
| Granted | 81,150 | 142.92 | |||||||||
| Vested | (43,107) | 126.27 | |||||||||
| Forfeited | (10,078) | 140.28 | |||||||||
| Unvested at December 31, 2023 | 173,851 | 142.73 | |||||||||
| Granted | 84,282 | 178.50 | |||||||||
| Vested | (50,840) | 163.66 | |||||||||
| Forfeited | (27,709) | 163.49 | |||||||||
| Unvested at December 31, 2024 | 179,584 | 150.39 | |||||||||
| Granted | 73,130 | 160.33 | |||||||||
| Vested | (69,704) | 138.75 | |||||||||
| Forfeited | (14,623) | 152.04 | |||||||||
| Unvested at December 31, 2025 | 168,387 | $ | 159.38 | ||||||||
A summary of performance stock unit activity follows:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested at January 1, 2023 | 178,760 | $ | 146.28 | ||||||||
| Granted | 77,654 | 132.39 | |||||||||
| Vested | (53,407) | 127.36 | |||||||||
| Performance adjustments | (3,009) | 127.40 | |||||||||
| Forfeited | (10,777) | 147.06 | |||||||||
| Unvested at December 31, 2023 | 189,221 | 146.17 | |||||||||
| Granted | 40,787 | 177.34 | |||||||||
| Vested | (77,544) | 174.13 | |||||||||
| Performance adjustments | 20,488 | 194.10 | |||||||||
| Forfeited | (10,956) | 149.16 | |||||||||
| Unvested at December 31, 2024 | 161,996 | 146.50 | |||||||||
| Granted | 63,964 | 162.61 | |||||||||
| Vested | (118,605) | 143.47 | |||||||||
| Performance adjustments | 64,457 | 143.49 | |||||||||
| Forfeited | (20,260) | 156.89 | |||||||||
| Unvested at December 31, 2025 | 151,552 | $ | 153.00 | ||||||||
The 2025 performance adjustments above relate primarily to 2022 performance unit awards which vested in the first quarter of 2025 at 220% of the target award based on both cumulative performance against EBITDA margin and revenue growth targets and MSA's TSR during the three-year performance period.
During the years ended December 31, 2025, 2024 and 2023, the total intrinsic value of stock options exercised (the difference between the market price on the date of exercise and the option price paid to exercise the option) was $1.4 million, $1.5 million and $3.7 million, respectively. The fair values of restricted stock vested during the years ended December 31, 2025, 2024 and 2023 were $9.7 million, $8.3 million and $5.4 million, respectively. The fair value of performance stock units vested during the years ended December 31, 2025, 2024 and 2023 was $17.0 million, $13.5 million and $6.8 million, respectively.
On December 31, 2025, there was $17.3 million of unrecognized stock-based compensation expense. The weighted average period over which this expense is expected to be recognized was approximately 1.5 years.
Free Sentinel
Track for freeWant the next MSA Safety Inc stock compensation disclosure the moment it drops?
Set a Sentinel and we'll alert you the moment MSA Safety Inc's next filing hits EDGAR. No credit card, your email never gets sold.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 16, 2023 | |
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.