Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Plans

v3.6.0.2
Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2016
Share-based Compensation [Abstract]  
Stock-based Compensation
Stock-Based Compensation Plans

In 2006, our stockholders approved the VSE Corporation 2006 Restricted Stock Plan for its directors, officers and other employees (the "2006 Plan"). In May 2014, the stockholders approved amendments to the 2006 Plan extending its term until May 6, 2021 and authorizing an additional 500,000 shares of our common stock for issuance under the 2006 Plan. Under the 2006 Plan, we are authorized to issue up to 1,000,000 shares of our common stock and, as of December 31, 2016, 476,140 shares remained available for issuance under the 2006 Plan. The Compensation Committee is responsible for the administration of the 2006 Plan, and determines each recipient of an award under the 2006 Plan, the number of restricted shares of common stock subject to such award and the period of continued employment required for the vesting of such award. These terms are included in award agreements between VSE and the recipients of the award.

During 2016 and 2015, non-employee directors were awarded 17,600 and 18,000 shares of restricted stock, respectively, under the 2006 Plan. The weighted average grant-date fair value of these restricted stock grants was $30.89 per share and $34.29 per share for the shares awarded in 2016 and 2015, respectively. The shares issued vested immediately and, without the Compensation Committee's approval, cannot be sold, transferred, pledged or assigned before the second anniversary of the grant date. Compensation expense related to these grants was approximately $544 thousand and $617 thousand during 2016 and 2015, respectively.

In January of every year since 2007, we have notified certain employees that they are eligible to receive awards of VSE stock under our 2006 Plan, based on our financial performance for the respective fiscal years. These restricted stock awards are expensed and a corresponding liability is recorded on an accelerated basis over the vesting period of approximately three years.  Upon issuance of shares on each vesting date, the liability is reduced and additional paid-in capital is increased. The date of award determination is expected to be in March 2017 for the 2016 awards. The date of award determination for the 2015 awards and the 2014 awards was March 1, 2016 and March 2, 2015, respectively. On each vesting date, 100% of the vested award is paid in our shares. The number of shares issued is based on the fair market value of our common stock on the vesting date. The earned amount is expensed on an accelerated basis over the vesting period of approximately three years. On March 1, 2016, the employees eligible for the 2015 awards, 2014 awards and 2013 awards received a total of 30,020 shares of common stock. The grant-date fair value of these awards was $31.88 per share.

The total stock-based compensation expense related to restricted stock awards for the years ended December 31, are as follows (in thousands):
 
2016
 
2015
 
2014
Employees
$
1,555

 
$
1,423

 
$
1,104

Non-employee Directors
544

 
617

 
510

Total
$
2,099

 
$
2,040

 
$
1,614



Employees are permitted to use a certain number of shares of restricted stock to cover their personal tax liability for restricted stock awards. We paid approximately $499 thousand, $342 thousand and $314 thousand, to cover this liability in the years ended December 31, 2016, 2015 and 2014, respectively. These payments are classified as financing cash flows on the consolidated statements of cash flows. As of December 31, 2016, the total compensation cost related to non-vested awards not yet recognized was approximately $1.1 million with a weighted average amortization period of 1.9 years.

Stock-based compensation consisted of restricted stock awards, was included in costs and operating expenses and the following line items on the accompanying statements of income for the years ended December 31, 2016, 2015 and 2014 (in thousands):
 
2016
 
2015
 
2014
Stock-based compensation included in costs and operating expenses
$
2,109

 
$
2,081

 
$
1,739

Income tax benefit recognized for stock-based compensation
(811
)
 
(800
)
 
(669
)
Total stock-based compensation expense, net of income tax benefit
$
1,298

 
$
1,281

 
$
1,070