Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.19.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2019
Stock-Based Compensation  
Stock-Based Compensation

(2) Stock-Based Compensation

TripCo Incentive Plans

TripCo has granted to certain of its directors and employees restricted stock units (“RSUs”) and stock options to purchase shares of TripCo common stock (collectively, “Awards”). TripCo measures the cost of employee services received in exchange for an equity classified Award based on the grant-date fair value (“GDFV”) 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).

TripCo has calculated the GDFV for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards using the Black-Scholes-Merton model. TripCo estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of TripCo common stock and the implied volatility of publicly traded TripCo options. TripCo uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, the majority of which relates to TripAdvisor as discussed below:

Three months ended

 

Nine months ended

 

September 30,

 

September 30,

 

    

2019

    

2018

    

2019

    

2018

 

amounts in millions

 

Operating expense

$

13

12

40

38

Selling, general and administrative expense

 

18

 

19

54

 

56

$

31

 

31

94

 

94

Stock-based compensation expense related to TripAdvisor was $29 million and $29 million for the three months ended September 30, 2019 and 2018, respectively, and $91 million and $90 million for the nine months ended September 30, 2019 and 2018, respectively.

TripCo - Outstanding Awards

The following tables present the number and weighted average exercise price (“WAEP”) of the Awards to purchase TripCo common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining contractual life and aggregate intrinsic value of the Awards.

Weighted

average

remaining

Aggregate

contractual

intrinsic

Series A

WAEP

life

value

in thousands

in years

in millions

Outstanding at January 1, 2019

 

570

$

15.40

Granted

 

$

Exercised

 

$

Forfeited/Cancelled

 

(1)

$

28.08

Outstanding at September 30, 2019

 

569

$

15.38

 

2.6

$

Exercisable at September 30, 2019

 

510

$

14.90

 

2.2

$

    

    

    

    

    

Weighted

    

    

 

average

 

remaining

Aggregate

 

contractual

intrinsic

 

Series B

WAEP

life

value

 

in thousands

in years

in millions

 

Outstanding at January 1, 2019

 

1,797

$

27.83

 

Granted

 

27

$

14.28

 

Exercised

 

$

 

Forfeited/Cancelled

 

$

Outstanding at September 30, 2019

 

1,824

$

27.63

 

5.3

$

Exercisable at September 30, 2019

 

899

$

27.83

 

5.2

$

During the nine months ended September 30, 2019, TripCo granted 27 thousand options to purchase shares of Series B TripCo common stock and 35 thousand performance-based RSUs of Series B TripCo common stock to our CEO. Such options had a GDFV of $6.41 per share. The RSUs had a GDFV of $14.17 per share at the time they were granted. The options vest on December 31, 2019, and the RSUs cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.

There were no options to purchase shares of Series A common stock granted during the nine months ended September 30, 2019.

As of September 30, 2019, the total unrecognized compensation cost related to unvested Awards was approximately $1 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately one year.

As of September 30, 2019, TripCo reserved 2.4 million shares of Series A and Series B common stock for issuance under exercise privileges of outstanding stock Awards.

TripAdvisor Equity Grant Awards

The following table presents the number and WAEP of the Awards to purchase TripAdvisor common stock granted to certain officers, employees and directors of TripAdvisor.

Weighted

average

TripAdvisor

remaining

Aggregate

stock

contractual

intrinsic

options

WAEP

life

value

in thousands

in years

in millions

Outstanding at January 1, 2019

 

6,041

$

54.00

Granted

 

687

$

53.09

Exercised

 

(193)

$

42.19

Cancelled or expired

(503)

$

57.49

Outstanding at September 30, 2019

 

6,032

$

53.98

 

6.1

$

3

Exercisable at September 30, 2019

 

3,361

$

60.35

 

4.3

$

The weighted average GDFV of options granted was $21.69 for the nine months ended September 30, 2019.

As of September 30, 2019, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $34 million and will be recognized over a weighted average period of approximately 2.7 years. The total intrinsic value of stock options exercised was $2 million and $7 million for the nine months ended September 30, 2019 and 2018, respectively.

Additionally, during the nine months ended September 30, 2019, TripAdvisor granted 3.0 million units, which included primarily service-based RSUs, as well as a limited number of market-based restricted stock units (“MSUs”) under the 2018 Stock and Annual Incentive Plan. The RSUs’ fair value was measured based on the quoted price of TripAdvisor common stock at the date of grant. As the MSUs provide for vesting based upon TripAdvisor’s total shareholder return, or “TSR,” performance, the potential outcomes of future stock prices and TSR of TripAdvisor and the Nasdaq Composite Total Return Index, was used to calculate the GDFV of these awards. The weighted average GDFV for RSUs and MSUs granted during the nine months ended September 30, 2019 was $52.65 per share. As of September 30, 2019, the total unrecognized compensation cost related to TripAdvisor RSUs and MSUs was approximately $257 million and will be recognized over a weighted average period of approximately 2.7 years.