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  
Stock-Based Compensation

(9) Stock-Based Compensation

Included in the accompanying consolidated statements of operations are the following amounts of stock-based compensation for the years ended December 31, 2019, 2018 and 2017 (amounts in thousands).

December 31,

 

2019

2018

2017

 

Operating expense

    

$

113

    

108

    

178

Selling, general and administrative

 

10,398

 

5,599

 

5,114

$

10,511

 

5,707

 

5,292

Liberty Broadband - Incentive Plans

Pursuant to the Liberty Broadband 2019 Omnibus Incentive Plan, the Company may grant Awards to be made in respect of a maximum of 6.0 million shares of Liberty Broadband common stock. Awards generally vest over 1-5 years and have a term of 7-10 years.  Liberty Broadband issues new shares upon exercise of equity awards.

Liberty Broadband – Grants of Stock Options

During the year ended December 31, 2019, Liberty Broadband granted 302 thousand options to purchase shares of Series C Liberty Broadband common stock and 25 thousand performance-based restricted stock units (“RSUs”) of Series C Liberty Broadband common stock to our CEO. Such options had a weighted average grant-date fair value (“GDFV”) of $31.12 per share. The RSUs had a GDFV of $88.99 per share at the time they were granted. The options mainly vest on December 31, 2023 and the RSUs cliff vest one year from the month of grant, subject to 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.  This grant includes the first upfront option grant related to the CEO’s new employment agreement. See discussion in note 1 regarding the new compensation agreement with the Company’s CEO.

Also during the year ended December 31, 2019, Liberty Broadband granted to its employees 41 thousand options to purchase shares of Series C Liberty Broadband common stock. Such options had a weighted average GDFV of $32.21 and vest between three and five years.

During the years ended December 31, 2019, 2018 and 2017, Liberty Broadband granted 8 thousand, 10 thousand and 16 thousand options, respectively, to purchase shares of Series C Liberty Broadband common stock to its non-employee directors with a weighted average GDFV of $31.18, $24.04 and $22.68 per share, respectively, which cliff vest over a one year vesting period. There were no options to purchase shares of Series A common stock granted during 2019.

The Company has calculated the GDFV for all of its equity classified awards and any subsequent remeasurement of its liability 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 5.3 to 6.3 years.  The volatility used in the calculation for Awards is based on the historical volatility of Liberty Broadband common stock. For grants made in 2019, 2018 and 2017, the range of volatilities was 24.4% to 25.7%.  The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject option.

Liberty Broadband – Outstanding Awards

The following tables present the number and weighted average exercise price (“WAEP”) of Awards to purchase Liberty Broadband 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.

    

    

    

    

    

Weighted

    

    

 

average

 

remaining

Aggregate

 

contractual

intrinsic

 

Series A

WAEP

life

value

 

(in thousands)

(in years)

(in millions)

 

Outstanding at January 1, 2019

 

393

$

33.31

 

Granted

 

$

 

Exercised

 

(389)

$

33.16

 

Forfeited/Cancelled

 

$

Outstanding at December 31, 2019

 

4

$

47.92

 

2.0

$

Exercisable at December 31, 2019

 

4

$

47.92

 

2.0

$

    

    

    

    

    

Weighted

    

    

 

average

 

remaining

Aggregate

 

contractual

intrinsic

 

Series C

WAEP

life

value

 

(in thousands)

(in years)

(in millions)

 

Outstanding at January 1, 2019

 

2,356

$

43.77

 

Granted

 

351

$

117.52

 

Exercised

 

(775)

$

33.14

 

Forfeited/Cancelled

 

$

Outstanding at December 31, 2019

 

1,932

$

61.43

 

5.3

$

124

Exercisable at December 31, 2019

 

1,622

$

50.00

 

4.9

$

123

The Company had no outstanding Series B options during 2019.

As of December 31, 2019, the total unrecognized compensation cost related to unvested Liberty Broadband Awards was approximately $9.7 million. Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 2.5 years.

As of December 31, 2019, Liberty Broadband reserved 1.9 million shares of Series A and Series C common stock for issuance under exercise privileges of outstanding stock Awards.

Liberty Broadband – Exercises

The aggregate intrinsic value of all options exercised during the years ended December 31, 2019, 2018 and 2017 was $91.7 million, $3.0 million and $8.1 million, respectively.

Liberty Broadband – Restricted Shares

The aggregate fair value of all Series A and Series C restricted shares of Liberty Broadband common stock that vested during the years ended December 31, 2019, 2018 and 2017 was $2.6 million, $112 thousand and $116 thousand, respectively.

As of December 31, 2019, the Company had approximately 47 thousand unvested restricted shares of Series A and Series C Liberty Broadband common stock held by certain directors, officers and employees of the Company with a weighted average GDFV of $84.85 per share.

Skyhook equity incentive plans

Long-Term Incentive Plans

Skyhook has a long-term incentive plan which provides for the granting of PARs and PSUs to employees, directors, and consultants of Skyhook that is not significant to Liberty Broadband. As of December 31, 2019 and 2018, $1.2 million and $1.1 million, respectively, are included in other liabilities for the fair value (Level 2) of the Company's LTIP obligations.