jvid视频

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.19.3.a.u2
Stock-Based Compensation
12 Months Ended
Dec. 31, 2019
Stock-Based Compensation

(14)听听Stock-Based Compensation

Liberty鈥擨ncentive Plans

Pursuant to the jvid视频 2017 Omnibus Incentive Plan (the 鈥2017 Plan鈥), the company may grant Awards to purchase shares of Series听A, Series听B and Series听C jvid视频 common stock. The 2017 Plan provides for Awards to be made in respect of a maximum of 50.0听million shares of jvid视频 common stock. Awards generally vest over 1-5 years and have a term of 7-10 years. Liberty issues new shares upon exercise of equity awards. The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (鈥淕DFV鈥) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).

Liberty鈥擥rants of stock options

Awards granted in 2019, 2018 and 2017 are summarized as follows:

驰别补谤蝉听别苍诲别诲听顿别肠别尘产别谤听31,

2019

2018

2017

Options

Weighted

Options

Weighted

Options

Weighted

granted

average

granted

average

granted

average

(000's)

GDFV

(000's)

GDFV

(000's)

GDFV

Series听C Liberty SiriusXM common stock, Liberty employees and directors (1)

179

$

11.62

33

$

11.09

263

$

10.39

Series听C Liberty SiriusXM common stock, Liberty CEO (2)

1,419

$

11.23

633

$

11.56

920

$

8.50

Series听C Liberty Formula One common stock, Liberty employees and directors (1)

139

$

12.70

21

$

8.99

153

$

9.42

Series听C Liberty Formula One common stock, Liberty CEO (2)

815

$

11.67

139

$

8.80

171

$

8.96

Series听C Liberty Formula One common stock, Formula 1 employees (3)

2,005

$

9.79

1,888

$

8.64

2,015

$

8.16

Series听C Liberty Braves common stock, Liberty employees and directors (1)

62

$

7.33

5

$

7.14

35

$

6.14

Series听C Liberty Braves common stock, Liberty CEO (2)

320

$

7.36

46

$

6.44

149

$

6.02

(1) Mainly vests between three and five years for employees and in one year for directors.
(2) Grants made in March 2019 mainly cliff vested in December 2019, and grants made in December 2019 in connection with the CEO鈥檚 new employment agreement cliff vest in December 2023. Grants in 2018 and 2017 mainly vested in December 2018 and December 2017, respectively.
(3) Vest monthly over one year.

In addition to the stock option grants to the Liberty CEO, and in connection with his employment agreement, Liberty granted time-based and performance-based restricted stock units (鈥淩SUs鈥). During the year ended December 31, 2019, Liberty granted 12 thousand and 2 thousand time-based RSUs of Series C Liberty Formula One common stock and Series C Liberty Braves common stock, respectively. Such RSUs had a GDFV of $33.94 per share and $27.73 per share, respectively, at the time they were granted and cliff vested on March 11, 2019. 听During the years ended December听31, 2019, 2018 and 2017, Liberty granted 60 thousand, 86 thousand and 50 thousand performance-based RSUs, respectively, of Series听C Liberty Formula One common stock. Such RSUs had a GDFV of $33.94 per share, $31.99 per share and $33.92 per share, respectively. During the years ended December 31, 2019 and 2018, Liberty granted 38 thousand and 12 thousand performance-based RSUs, respectively, of Series C Liberty Braves common stock. Such RSUs had a GDFV of $27.73 per share and $23.34 per share, respectively. The 2019, 2018 and 2017 performance-based RSUs cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is remeasured at each reporting period. The stock option grants include the first upfront award related to the CEO鈥檚 new employment agreement. See discussion in note 13 regarding the new compensation agreement with the Company鈥檚 CEO.

The Company did not grant any options to purchase Series听A or Series听B of Liberty SiriusXM, Liberty Formula One or Liberty Braves common stock during the year ended December听31, 2019.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made in 2019, 2018 and 2017, the range of expected terms was 3.5 to 6.3 years. The volatility used in the calculation for Awards is based on the historical volatility of Liberty鈥檚 stocks and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

The following table presents the volatilities used by the Company in the Black-Scholes Model for the 2019, 2018 and 2017 grants.

Volatility

2019 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

21.8

%

-

27.5

%

2018 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

23.5

%

-

26.0

%

2017 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

22.6

%

-

29.8

%

Liberty鈥擮utstanding Awards

The following tables present the number and weighted average exercise price (鈥淲AEP鈥) of Awards to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards.

Liberty SiriusXM

Series听A

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2019

1,403

$

19.84

Granted

$

Exercised

(1,381)

$

19.79

Forfeited/Cancelled

$

Outstanding at December 31, 2019

22

$

22.62

0.4

years

$

1

Exercisable at December听31, 2019

22

$

22.62

0.4

years

$

1

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2019

11,495

$

28.85

Granted

1,598

$

45.08

Exercised

(2,923)

$

20.42

Forfeited/Cancelled

(353)

$

31.69

Outstanding at December 31, 2019

9,817

$

33.90

3.6

years

$

140

Exercisable at December听31, 2019

7,997

$

32.18

3.2

years

$

128

Liberty Formula One

Series听A

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2019

360

$

11.71

Granted

$

Exercised

(359)

$

11.71

Forfeited/Cancelled

$

Outstanding at December 31, 2019

1

$

12.63

3.0

years

$

Exercisable at December听31, 2019

1

$

12.63

3.0

years

$

Series听C

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2019

6,684

$

26.92

Granted

2,959

$

36.38

Exercised

(1,273)

$

21.80

Forfeited/Cancelled

(86)

$

19.26

Outstanding at December 31, 2019

8,284

$

31.16

4.9

years

$

123

Exercisable at December听31, 2019

6,427

$

29.61

4.5

years

$

105

Liberty Braves

Series听A

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2019

177

$

11.44

Granted

$

Exercised

(175)

$

11.43

Forfeited/Cancelled

$

Outstanding at December 31, 2019

2

$

11.89

2.5

years

$

Exercisable at December听31, 2019

2

$

11.89

2.5

years

$

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2019

1,276

$

16.58

Granted

382

$

28.93

Exercised

(358)

$

11.37

Forfeited/Cancelled

(33)

$

15.19

Outstanding at December 31, 2019

1,267

$

21.82

4.3

years

$

10

Exercisable at December听31, 2019

815

$

18.81

3.1

years

$

9

There were no outstanding Series听B options to purchase shares of Series听B Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Braves common stock during 2019.

As of December听31, 2019, the total unrecognized compensation cost related to unvested Liberty Awards was approximately $34听million. Such amount will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 2.1听years.

As of December听31, 2019, 9.8听million, 8.3听million and 1.3听million shares of Series听A and Series听C Liberty SiriusXM, Liberty Formula One and Liberty Braves common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock Awards.

尝颈产别谤迟测鈥抬虫别谤肠颈蝉别蝉

The aggregate intrinsic value of all options exercised during the years ended December听31, 2019, 2018 and 2017 was $163听million, $22听million and $31听million, respectively.

Liberty鈥擱estricted Stock

The Company had approximately 94 thousand, 149 thousand and 73 thousand unvested restricted shares of Liberty SiriusXM, Liberty Formula One and Liberty Braves common stock, respectively, held by certain directors, officers and employees of the Company as of December听31, 2019. These Series听A and Series听C unvested restricted shares of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Braves common stock had a weighted average GDFV of $36.07, $34.03 and $27.31 per share, respectively.

The aggregate fair value of all restricted shares of Liberty common stock that vested during the years ended December听31, 2019, 2018 and 2017 was $17听million, $9听million and $85听million, respectively.

Sirius XM Holdings鈥擲tock-based Compensation

During the years ended December听31, 2019, 2018 and 2017, Sirius XM Holdings granted various types of stock awards to its employees and members of its board of directors. Stock-based awards are generally subject to a graded vesting requirement, which is generally three to four years from the grant date.听听Stock options generally expire ten years from the date of grant.听听Restricted stock units include performance-based restricted stock units (鈥淧RSUs鈥), the vesting of which are subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the third anniversary of the grant date. Sirius XM Holdings calculates the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The weighted average volatility applied to the fair value determination of Sirius XM Holdings鈥 option grants during 2019, 2018 and 2017 was 26%, 23% and 24%, respectively. During the year ended December听31, 2019, Sirius XM Holdings granted approximately 15听million stock options with a weighted-average exercise price of $6.10 per share and a grant date fair value of $1.26 per share. As of December听31, 2019, Sirius XM Holdings has approximately 208听million options outstanding of which approximately 148听million are exercisable, each with a weighted-average exercise price per share of $4.46 and $3.96, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $560听million and $472听million, respectively. During the year ended December听31, 2019, Sirius XM Holdings granted approximately 38听million RSUs and PRSUs with a grant date fair value of $6.01 per share. In addition, 48 million RSUs with a grant date fair value per share of $5.83 were granted during the year ended December 31, 2019 in connection with the Pandora acquisition. The stock-based compensation related to Sirius XM Holdings stock options and restricted stock awards was $229听million, $133听million and $124听million for the years ended December听31, 2019, 2018, and 2017, respectively. In addition, the acquisition and other costs recognized by Sirius XM Holdings during the year ended December 31, 2019 includes $21 million of stock-based compensation. As of December听31, 2019, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options was $415听million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 2.4 years.