茄子污污视频

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.22.4
Stock-Based Compensation
12 Months Ended
Dec. 31, 2022
Stock-Based Compensation

(15)听听Stock-Based Compensation

Liberty鈥擨ncentive Plans

Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock (鈥淩SAs鈥), restricted stock units (鈥淩SUs鈥) and stock options to purchase shares of its common stock (collectively, 鈥淎wards鈥). 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). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Pursuant to the 茄子污污视频 2022 Omnibus Incentive Plan (the 鈥2022 Plan鈥), the Company may grant Awards in respect of a maximum of 20.0 million shares of Series A, Series B and Series C 茄子污污视频 common stock plus the shares remaining available for Awards under the prior 茄子污污视频 2017 Omnibus Incentive Plan (the 鈥2017 Plan鈥), as of close of business on May 24, 2022, the effective date of the 2022 Plan. Any forfeited shares from the 2017 Plan shall also be available again under the 2022 Plan. Awards generally vest over 1-5 years and have a term of 7-10 years. Liberty issues new shares upon exercise of equity awards.

Liberty鈥擥rants of Awards

Awards granted in 2022, 2021 and 2020 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,

2022

2021

2020

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)

42

$

13.31

66

$

14.54

372

$

12.12

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

212

$

14.45

257

$

13.73

1,053

$

11.03

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

34

$

23.94

55

$

18.79

305

$

14.29

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

181

$

21.31

$

791

$

12.42

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

86

$

21.31

718

$

15.96

1,435

$

7.55

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

10

$

12.40

23

$

9.93

146

$

7.79

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

95

$

9.16

$

489

$

7.26

Series C Liberty Braves common stock, Braves employees (4)

$

$

1,585

$

8.52

(1) Mainly vests between two and four years for employees and in one year for directors.
(2) Grants made in March 2022 cliff vested in December 2022. Grant made in March 2021 cliff vested in December 2021. Grants made in March 2020 cliff vested in December 2020, and grants made in December 2020 in connection with the CEO鈥檚 employment agreement cliff vest in December 2024. See discussion in note 14 regarding the compensation agreement with the Company鈥檚 CEO.
(3) Grants made in 2022 and 2021 vested in equal quarterly installments over one year. Grants made in 2020 vested monthly over one year.
(4) Grants made in December 2020 vested 50% in December 2022 and vest 50% in December 2023.

In addition to the stock option grants to the Liberty CEO, and in connection with his employment agreement, the Company granted time-based and performance-based RSUs. During the year ended December 31, 2020, the Company granted 9 thousand, 7 thousand and 3 thousand time-based RSUs of Series C common stock of Liberty SiriusXM, Liberty Formula One and Liberty Braves, respectively, to our CEO. 听The RSUs had a GDFV of $33.11, $24.68 and $18.17 per share, respectively, and cliff vested on December 10, 2020. These RSU grants were issued in lieu of our CEO receiving 50% of his remaining base salary for the last three quarters of calendar year 2020, and he waived his right to receive the other 50%, in each case, in light of the ongoing financial impact of COVID-19. During the year ended December听31, 2021, the Company granted 65 thousand and 31 thousand performance-based RSUs of Series听C common stock of Liberty Formula One and Liberty Braves, respectively, to our CEO. Such RSUs had a GDFV of $45.88 per share and $31.24 per share, respectively, and cliff vested 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 re-measured at each reporting period.

The Company did not grant any options to purchase shares of Series听A or Series听B Liberty SiriusXM, Liberty Formula One or Liberty Braves common stock during the year ended December 31, 2022.

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 2022, 2021 and 2020, the range of expected terms was 5.3 to 5.6 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 2022, 2021 and 2020 grants.

Volatility

2022 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

25.5

%

-

37.4

%

2021 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

30.9

%

-

37.4

%

2020 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

21.8

%

-

37.2

%

Liberty鈥擮utstanding Awards

The following tables present the number and weighted average exercise price (鈥淲AEP鈥) of options 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 options.

Liberty SiriusXM

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

Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2022

7,369

$

38.79

Granted

254

$

44.29

Exercised

(760)

$

31.22

Forfeited/Cancelled

(1)

$

31.87

Outstanding at December 31, 2022

6,862

$

39.83

2.8

years

$

14

Exercisable at December听31, 2022

4,883

$

37.89

2.2

years

$

14

Liberty Formula One

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Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2022

9,114

$

34.38

Granted

301

$

57.92

Exercised

(2,329)

$

31.96

Forfeited/Cancelled

$

Outstanding at December 31, 2022

7,086

$

36.18

3.8

years

$

167

Exercisable at December听31, 2022

5,625

$

34.19

3.5

years

$

144

Liberty Braves

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

Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2022

3,125

$

25.86

Granted

105

$

26.20

Exercised

(122)

$

18.12

Forfeited/Cancelled

$

Outstanding at December 31, 2022

3,108

$

26.17

4.4

years

$

19

Exercisable at December听31, 2022

1,493

$

24.92

3.9

years

$

11

As of December 31, 2022, there were no outstanding Series A or Series B options to purchase shares of Series A or Series听B Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Braves common stock, respectively.

As of December听31, 2022, the total unrecognized compensation cost related to unvested Liberty Awards was approximately $31听million. Such amount will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 1.4听years.

As of December 31, 2022, 6.9听million, 7.1听million and 3.1听million shares of Series听C Liberty SiriusXM, Liberty Formula One and Liberty Braves common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.

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, 2022, 2021 and 2020 was $84听million, $144听million and $8听million, respectively.

Liberty鈥擱estricted Stock and Restricted Stock Units

The Company had approximately 73 thousand, 74 thousand and 178 thousand unvested RSAs and RSUs 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 31, 2022. These Series听A and Series听C unvested RSAs and RSUs of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Braves common stock had a weighted average GDFV of $41.28, $55.34 and $31.55 per share, respectively.

The aggregate fair value of all RSAs and RSUs of Liberty common stock that vested during the years ended December听31, 2022, 2021 and 2020 was $16听million, $13听million and $45听million, respectively.

Sirius XM Holdings鈥擲tock-based Compensation

During the years ended December 31, 2022, 2021 and 2020, 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鈥檚 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 2022, 2021 and 2020 was 31%, 33% and 28%, respectively. During the year ended December听31, 2022, Sirius XM Holdings granted approximately 11听million stock options with a weighted-average exercise price of $6.46 per share and a grant date fair value of $1.48 per share. As of December听31, 2022, Sirius XM Holdings has approximately 134听million options outstanding of which approximately 78听million are exercisable, each with a weighted-average exercise price per share of $5.55 and $5.18, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $69听million and $69听million, respectively. During the year ended December听31, 2022, Sirius XM Holdings granted approximately 46听million RSUs and PRSUs with a grant date fair value of $6.55 per share. The stock-based compensation related to Sirius XM Holdings stock options and restricted stock awards was $197听million, $202听million and $223听million for the years ended December听31, 2022, 2021 and 2020, respectively. As of December听31, 2022, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options was $472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 2.5 years.