麻豆最新出品

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.8.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2017
Stock-Based Compensation
Stock-Based Compensation

(14)听听Stock-Based Compensation

麻豆最新出品鈥擨ncentive Plans

Pursuant to the 麻豆最新出品 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 麻豆最新出品 common stock. The 2017 Plan provides for Awards to be made in respect of a maximum of 50.0听million shares of 麻豆最新出品 common stock. Awards generally vest over 4-5 years and have a term of 7-10 years. 麻豆最新出品 issues new shares upon exercise of equity awards. The Company measures the cost of employee services received in exchange for an Award of equity instruments (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).

In connection with the Recapitalization during 2016, all outstanding Awards with respect to 麻豆最新出品 common stock (鈥溌槎棺钚鲁銎 Awards鈥) were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that a holder of a 麻豆最新出品 Award received new corresponding equity awards relating to shares of one or more series of 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Braves common stock and 麻豆最新出品 Formula One common stock (collectively, the 鈥淎djusted 麻豆最新出品 Awards鈥).

All of the pre-Recapitalization value of the 麻豆最新出品 Awards was allocated among the Adjusted 麻豆最新出品 Awards.

麻豆最新出品鈥擥rants of stock options

Awards granted in 2017, 听2016 and 2015 are summarized as follows:

Years听ended听December听31,

2017

2016

2015

Options

Weighted

Options

Weighted

Options

Weighted

granted

average

granted

average

granted

average

(000's)

GDFV

(000's)

GDFV

(000's)

GDFV

Series听C 麻豆最新出品 common stock, 麻豆最新出品 employees and directors (1)

NA

NA

10

$

8.33

2,056

$

13.62

Series听C 麻豆最新出品 common stock, 麻豆最新出品 CEO (2)

NA

NA

775

$

8.91

420

$

12.15

Series听C 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 employees and directors (1)

263

$

10.39

415

$

7.50

NA

NA

Series听C 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 CEO (3)

920

$

8.50

NA

NA

NA

NA

Series听C 麻豆最新出品 Formula One common stock, 麻豆最新出品 employees and directors (1)

153

$

9.42

101

$

4.89

NA

NA

Series听C 麻豆最新出品 Formula One common stock, 麻豆最新出品 CEO (3)

171

$

8.96

NA

NA

NA

NA

Series听C 麻豆最新出品 Formula One common stock, Formula 1 employees (4)

2,015

$

8.16

NA

NA

NA

NA

Series听C 麻豆最新出品 Braves common stock, 麻豆最新出品 employees and directors (1)

35

$

6.14

41

$

3.79

NA

NA

Series听C 麻豆最新出品 Braves common stock, 麻豆最新出品 CEO (3)

149

$

6.02

NA

NA

NA

NA


(1)

Mainly vests between three and five years for employees and in one year for directors.

(2)

Grant in 2016 cliff vested in December 2016; grant in 2015 cliff vested in March 2016. Grants were made in connection with the CEO鈥檚 employment agreement.

(3)

Grants in 2017 mainly cliff vested in December 2017.

(4)

Vest monthly over one year.

In addition to the stock option grants to the 麻豆最新出品 CEO, and in connection with his employment agreement, 麻豆最新出品 granted performance-based restricted stock units (鈥淩SUs鈥). During the year ended December听31, 2017, 麻豆最新出品 granted 50 thousand RSUs of Series听C 麻豆最新出品 Formula One common stock with a GDFV of $33.92 per share. During the years ended December听31, 2016 and 2015, 麻豆最新出品 granted 39 thousand RSUs and 34 thousand RSUs, respectively, of Series听C 麻豆最新出品 common stock. Such RSUs had a GDFV of $37.76 per share and $38.20 per share, respectively. The 2017, 2016 and 2015 performance-based RSUs cliff vested in one year, 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 Company did not grant any options to purchase Series听A or Series听B of 麻豆最新出品 SiriusXM, 麻豆最新出品 Braves or 麻豆最新出品 Formula One common stock during the year ended December听31, 2017.

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 2017, 听2016 and 2015, the range of expected terms was 3.5 to 6.7 years. The volatility used in the calculation for Awards is based on the historical volatility of 麻豆最新出品鈥檚 stocks and the implied volatility of publicly traded 麻豆最新出品 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 2017, 听2016 and 2015 grants.

Volatility

2017 grants

听听听听

听听听听

听听听听

听听听听

麻豆最新出品 options

22.6

%

-

29.8

%

2016 grants

听听听听

听听听听

听听听听

听听听听

麻豆最新出品 options

22.6

%

-

26.8

%

2015 grants

听听听听

听听听听

听听听听

听听听听

麻豆最新出品 options

24.7

%

-

36.7

%

麻豆最新出品鈥擮utstanding Awards

The following table presents the number and weighted average exercise price (鈥淲AEP鈥) of Awards to purchase 麻豆最新出品 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.

麻豆最新出品 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

麻豆最新出品

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2017

2,018

$

19.39

Granted

听鈥

$

听鈥

Exercised

(392)

$

17.74

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at December 31, 2017

1,626

$

19.78

2.0

years

$

32

Exercisable at December听31, 2017

1,615

$

19.73

2.0

years

$

32

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

麻豆最新出品

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2017

11,008

$

25.91

Granted

1,183

$

37.65

Exercised

(810)

$

18.14

Forfeited/Cancelled

(53)

$

32.74

Outstanding at December 31, 2017

11,328

$

27.66

4.1

years

$

136

Exercisable at December听31, 2017

5,882

$

25.77

3.6

years

$

82

麻豆最新出品 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

麻豆最新出品

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2017

455

$

11.55

Granted

听鈥

$

听鈥

Exercised

(55)

$

10.55

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at December 31, 2017

400

$

11.69

2.0

years

$

听8

Exercisable at December听31, 2017

397

$

11.66

2.0

years

$

听8

Series听C

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

麻豆最新出品

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2017

2,611

$

15.18

Granted

2,339

$

34.04

Exercised

(177)

$

11.08

Forfeited/Cancelled

(13)

$

19.78

Outstanding at December 31, 2017

4,760

$

24.59

5.0

years

$

46

Exercisable at December听31, 2017

2,380

$

24.42

4.7

years

$

23

麻豆最新出品 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

麻豆最新出品

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2017

189

$

11.30

Granted

听鈥

$

听鈥

Exercised

(10)

$

8.83

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at December 31, 2017

179

$

11.43

2.0

years

$

听2

Exercisable at December听31, 2017

178

$

11.41

2.0

years

$

听2

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

麻豆最新出品

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2017

1,073

$

14.92

Granted

184

$

23.37

Exercised

(21)

$

9.05

Forfeited/Cancelled

(5)

$

19.01

Outstanding at December 31, 2017

1,231

$

16.27

4.1

years

$

听8

Exercisable at December听31, 2017

686

$

15.71

3.7

years

$

听5

There were no outstanding Series听B options to purchase shares of Series听B 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Formula One common stock or 麻豆最新出品 Braves common stock during 2017.

As of December听31, 2017, the total unrecognized compensation cost related to unvested 麻豆最新出品 Awards was approximately $30听million. Such amount will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 1.7听years.

As of December听31, 2017, 13.0听million, 5.2听million and 1.4听million shares of Series听A and Series听C 麻豆最新出品 SiriusXM, 麻豆最新出品 Formula One and 麻豆最新出品 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, 2017, 听2016 and 2015 was $31听million, $24听million and $40听million, respectively.

麻豆最新出品鈥擱estricted Stock

The Company had approximately 229 thousand,听137 thousand and 26 thousand unvested restricted shares of 麻豆最新出品 SiriusXM, 麻豆最新出品 Formula One, and 麻豆最新出品 Braves common stock, respectively, held by certain directors, officers and employees of the Company as of December听31, 2017. These Series听A and Series听C unvested restricted shares of 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Formula One common stock and 麻豆最新出品 Braves common stock had a weighted average GDFV of $25.30,听$28.43, and $17.04 per share, respectively.

The aggregate fair value of all restricted shares of 麻豆最新出品 common stock that vested during the years ended December听31, 2017, 听2016 and 2015 was $85听million, $7听million and $2听million, respectively.

SIRIUS听XM鈥擲tock-based Compensation

During the year ended December听31, 2017, SIRIUS听XM granted stock options and restricted stock units (鈥淩SUs鈥) to its employees and members of its board of directors. During the years ended December听31, 2017 and 2016, SIRIUS听XM also granted performance-based restricted stock units (鈥淧RSUs鈥) to certain employees, the vesting of which is subject to the employee鈥檚 continuing employment and SIRIUS听XM鈥檚 achievement of certain performance goals. The PRSUs awards cliff vest on the three-year anniversary of the grant date. SIRIUS听XM also 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听XM鈥檚 option grants during 2017, 听2016 and 2015 was 24%, 听22%听and 29%, respectively. During the year ended December听31, 2017, SIRIUS听XM granted approximately 27.3听million stock options with a weighted-average exercise price of $5.49 per share and a grant date fair value of $1.17 per share. As of December听31, 2017, SIRIUS听XM has approximately 280.5听million options outstanding of which approximately 131听million are exercisable, each with a weighted-average exercise price per share of $3.76 and $3.23, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $454听million and $279.1听million, respectively. During the year ended December听31, 2017, SIRIUS听XM granted approximately 11.7听million RSUs and PRSUs with a grant date fair value of $5.35 per share. The stock-based compensation related to SIRIUS听XM stock options and restricted stock awards was $124听million, $109听million and $157听million for the years ended December听31, 2017, 听2016, and 2015, respectively. As of December听31, 2017, the total unrecognized compensation cost related to unvested SIRIUS听XM stock options was $242听million. The SIRIUS听XM unrecognized compensation cost will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 2.5 years.