Annual report pursuant to Section 13 and 15(d)

Note 15 - Share Based Compensation

v3.19.1
Note 15 - Share Based Compensation
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
15.
SHARE BASED COMPENSATION
 
Equity Incentive Plan.
During
2017,
the Company adopted the SEACOR Marine Holdings Inc.
2017
Equity Incentive Plan (the
"2017
Plan"). The
2017
Plan authorizes the Compensation Committee, or another committee designated by the Board and made up of
two
or more non-employee directors and outside directors, to provide equity-based or other incentive-based compensation for the purpose of attracting and retaining the Company and its affiliates' directors, employees and certain consultants, and providing those directors, employees and consultants incentive opportunities and rewards for superior performance. The Board has authorized the issuance of
2,174,000
shares of Common Stock in connection with awards pursuant to the
2017
Plan, which is equal to
10%
of the total number shares of SEACOR Marine Common Stock. The types of awards under the
2017
Plan
may
include stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards. As of
December 31, 2018,
a total of
1,157,924
shares remained available for issuance under the
2017
Plan.
 
Restricted stock typically vests from
one
to
four
years after the date of grant and options to purchase shares of Common Stock typically vest and become exercisable from
one
to
four
years after date of grant. Options to purchase shares of Common Stock granted under the
2017
Plan expire
no
later than the
tenth
anniversary of the date of grant. In the event of a participant's death, retirement, termination by the Company without cause or a change in control of the Company, as defined in the
2017
Plan, restricted stock vests immediately and in the event of participant's death or retirement, options to purchase shares of Common Stock vest and become immediately exercisable.
 
Distribution of SEACOR Marine Restricted Stock by SEACOR Holdings.
Certain officers and employees of the Company previously received compensation through participation in SEACOR Holdings share award plans. Pursuant to the Employee Matters Agreement with SEACOR Holdings, participating Company personnel vested in all outstanding SEACOR Holdings share awards upon the Spin-off in
2017
and received SEACOR Marine restricted stock from the Spin-off distribution in connection with outstanding SEACOR Holdings restricted stock held. As a consequence, the Company paid SEACOR Holdings
$2.7
million upon completion of the Spin-off for the distribution of
120,693
shares of SEACOR Marine restricted stock, which is being amortized over the participants' remaining original vesting periods (see Note
16
).
 
Employee Stock Purchase Plan.
During
2017,
the Company adopted the SEACOR Marine Holdings Inc.
2017
Employee Stock Purchase Plan (the "Marine ESPP"). The Marine ESPP, if implemented by the Company's board of directors, will permit the Company to offer shares of its Common Stock for purchase by eligible employees at a price equal to
85%
of the lesser of (i) the fair market value of a share of its Common Stock on the
first
day of the offering period or (ii) the fair market value of a share of its Common Stock on the last day of the offering period. There are
300,000
shares of the Company's Common Stock reserved for issuance under the Marine ESPP during the
ten
years following its adoption.
 
Share Award Transactions.
The following transactions have occurred in connection with the Company's share-based compensation under the
2017
Plan during the years ended
December 
31:
 
   
2018
   
2017
 
Director Stock Awards Granted
   
19,285
     
3,000
 
                 
Restricted Stock Activity:
               
Outstanding as of the beginning of year
   
121,693 
     
 
Granted - 2017 Plan
   
120,600 
     
1,000
 
Distributed by SEACOR Holdings in connection with the Spin-off
   
— 
     
120,693
 
Vested
   
49,947 
     
 
Forfeited
   
— 
     
 
Outstanding as of the end of year
   
192,346 
     
121,693
 
                 
Stock Option Activity:
               
Outstanding as of the beginning of year
   
613,700 
     
 
Granted - 2017 Plan
   
258,491 
     
613,700
 
Exercised
   
66,625 
     
 
Forfeited
   
— 
     
 
Expired
   
— 
     
 
Outstanding as of the end of year
   
805,566 
     
613,700
 
 
During the year ended
December 
31,
2018,
the Company recognized
$4.4
million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the
2017
Plan. As of
December 31, 2018,
the Company had approximately
$6.8
million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately
1.7982
and
1.4542
years for stock options and restricted stock, respectively.
 
During the year ended
December 31, 2017,
the Company recognized
$0.8
million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the
2017
Plan and
$0.6
million of compensation expense related to SEACOR Marine restricted stock distributed to employees by SEACOR Holdings in connection with the Spin-off (collectively referred to as "share awards"). As of
December 31, 2017,
the Company had approximately
$5.2
million in total unrecognized compensation costs.
 
The weighted average fair value of restricted stock granted under the
2017
Plan was
$21.63
and
$12.50
for the year ended
December 
31,
2018
and
2017,
respectively. The fair value was based the closing price of the Company's stock on the day of the grant. The weighted average fair value of stock options granted under the
2017
Plan was
$9.99
and
$6.42
for the year ended
December 31, 2018
and
2017,
respectively. The fair value of each option granted during the years ended
December 31, 2018
and
2017,
was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (a)
no
dividend yield; (b) weighted average expected volatility of
50.4
and
52.5,
respectively; (c) weighted average discount rate of
2.79%
and
2.22%,
respectively and (d) expected life of
6.00
years. The intrinsic value of stock options exercised during
2018
was
$0.8
million. 
 
During the year ended
December 31, 2018,
the number of shares and the weighted average grant price of restricted stock transactions were as follows:
 
   
Restricted Stock
   
Number of Shares
   
Weight Average Grant Price
   
Non-Vested as of December 31, 2017    
121,693
     $
24.01
   
Granted    
120,600
     
12.63
   
Vested    
49,947
     
24.85
   
Non-Vested as of December 31, 2018    
192,346
     
22.32
   
 
During the year ended
December 31,
the number of shares and the weighted average exercise price on stock option transactions were as follows:
 
   
Stock Options 
   
Number of Shares
   
Weight Average Grant Price
   
Non-Vested as of December 31, 2017    
613,700
     $
12.50
   
Granted    
258,491
     
19.70
   
Exercised     
66,625
     
12.50
   
Non-Vested as of December 31, 2018    
805,566
     
14.81
   
Exercisable as of December 31, 2018
(1)
   
261,691
     
14.02
   

(
1
)
The weighted average remaining contractual term is
8.9849
years.
 
          As of
December 31, 2018,
there were
805,566
stock options outstanding with a weighted average exercise price of
$14.81
and a weighted average remaining contractual term of
9.0224
years. As of
December 31, 2018,
there was
no
aggregate intrinsic value for options outstanding.