Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Plans

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Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation Plans Stock-Based Compensation Plans
The VSE Corporation 2006 Restricted Stock Plan, as amended (the "2006 Plan"), provides VSE's employees and directors the opportunity to receive various types of stock-based compensation and cash awards. In May 2020, the stockholders approved amendments to the 2006 Plan extending its term until May 6, 2027 and authorizing an additional 500,000 shares of our common stock for issuance under the 2006 Plan. As of December 31, 2021, we are authorized to issue up to 1,500,000 shares of our common stock and 661,126 shares remained available for issuance. As of December 31, 2021, we have outstanding stock-settled bonus awards, vesting stock awards, and performance share awards under this plan.

Stock-settled bonus awards are a fixed dollar-denominated award that vests over a three-year service period in three equal tranches. As each tranche vests, the fixed dollar value of the vested portion of the award is converted into shares based on the closing market price of our stock at the date of conversion. On each vesting date, 100% of the vested award is paid in stock that are subject to a two-year stock sales restriction. Expense is recognized on a straight-line basis over the requisite service period for each tranche, which results in an accelerated pattern for an award.

Employee vesting stock awards generally vest over a three-year service period in equal installments on each anniversary of the grant date. Our directors receive a grant of vesting stock annually as part of their compensation and the stock vests immediately upon grant.

We grant performance share awards to certain employees under the 2006 Plan. Performance share awards are rights to receive shares of our stock on the satisfaction of service requirements and performance conditions. These awards vest ratably in equal installments over a three-year period on the anniversary of each grant date, subject to meeting the minimum service requirements and the achievement of certain annual or cumulative financial metrics of our performance, with the number of shares ultimately issued, if any, ranging up to 100% of the specified target shares. If performance is below the minimum threshold level of performance, no shares will be issued. For all performance share awards granted, the annual and cumulative financial metrics are based on our achievement of a return on equity.

During fiscal 2021, we established the Employee Stock Purchase Plan (ESPP) to allow eligible employees to purchase shares of our VSE common stock at a discount of up to 15% of the fair market value on specified dates. For ESPP offerings in the year ended December 31, 2021, the purchase price was 12% off the lesser of the fair market value on the date of the offering and the fair market value on the date of purchase, thereby resulting in stock compensation expense of $55 thousand. As of December 31, 2021, 500,000 shares of VSE common stock are authorized for issuance under the ESPP.
Expense and Related Tax Benefits Recognized

Stock-based compensation expense and related tax benefits recognized under the 2006 Plan for the years ended December 31, are as follows (in thousands):

  2021 2020 2019
Stock-settled bonus awards $ 820  $ 1,265  $ 1,685 
Vesting stock awards 2,273  1,593  1,579 
Performance share awards
784  —  — 
Total $ 3,877  $ 2,858  $ 3,264 
Tax benefit recognized from stock-based compensation $ 967  $ 713  $ 663 

Stock-Settled Bonus Awards

In March 2021, the employees eligible for the 2020 awards, 2019 awards and 2018 awards received a total of 21,336 shares of common stock. The grant-date fair value of these awards was $41.42 per share. The total compensation cost related to non-vested stock-settled bonus awards not yet recognized was approximately $649 thousand with a weighted average amortization period of 1.9 years as of December 31, 2021. The fair value of stock-settled bonus awards that vested in the years ended December 31, 2021, 2020 and 2019 was $884 thousand, $1.2 million and $1.6 million, respectively.

Vesting Stock Awards

Vesting stock award activity for the year ended December 31, 2021 was:
Number of Shares
Weighted Average Grant Date Fair Value
Unvested as of December 31, 2020 56,284 $ 32.23 
Granted 54,449 $ 41.90 
Vested (49,382) $ 34.55 
Forfeited $ — 
Unvested as of December 31, 2021 61,351 $ 38.80 

The grant date fair value of vesting stock awards is based on the closing market price of our common stock on the grant date. The weighted average grant date fair value of the vesting stock awards granted for the years ended December 31, 2021, 2020 and 2019 was $41.90, $33.68 and $32.16, respectively. As of December 31, 2021 there was $1.4 million of unrecognized compensation cost related to vesting stock awards, which is expected to be recognized over a weighted-average period of 1.9 years. The weighted average fair value of vesting stock awards that vested in the years ended December 31, 2021, 2020 and 2019 was $1.7 million, $1.6 million and $597 thousand, respectively.

Performance Share Awards

During the year ended December 31, 2021, we granted 42,000 performance share awards at target with a weighted average grant date fair value of $42.01. The actual number of shares to be issued upon vesting range between 0-100% of the target number of shares granted. For those awards outstanding as of December 31, 2021, we expect to issue approximately 36,000 shares of our common stock in the future based on estimated target achievement of the performance goals. The grant date fair value of performance share awards is based on the closing market price of our common stock on the grant date. As of December 31, 2021, there was $722 thousand of unrecognized compensation cost related to performance share awards, which is expected to be recognized over a weighted-average period of 2 years.