Forward Air Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Share-Based Payments

Share-Based Payments

6 Months Ended

Jun. 30, 2020

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

The Company’s general practice has been to make a single annual grant of share-based compensation in the first quarter to key employees and to make other employee grants only in connection with new employment or promotions. Forms of share-based compensation granted to employees by the Company include stock options, non-vested shares of common stock (“non-vested shares”), and performance shares. The Company also typically makes a single annual grant of non-vested shares to non-employee directors in conjunction with the annual election of non-employee directors to the Board of Directors. Share-based compensation is based on the grant date fair value of the instrument and is recognized ratably over the requisite service period or vesting period. All share-based compensation expense is recognized in salaries, wages and employee benefits. Share-based compensation amounts below are disclosed on both a continuing and discontinuing basis.

Employee Activity - Stock Options

Stock option grants to employees generally expire seven years from the grant date and typically vest ratably over a three-year period. All forfeitures were recognized as they occurred. The Company used the Black-Scholes option-pricing model to estimate the grant-date fair value of options granted. There were no options granted during the six months ended June 30, 2019. Further, there were no options granted to employees of the Company's discontinued operations during the six months ended June 30, 2020 or 2019. The weighted-average fair value of options granted and assumptions used to estimate their fair value during the six months ended June 30, 2020 were as follows (on a continuing basis):



	Six months ended
	June 30, 2020
Expected dividend yield	1.1		%
Expected stock price volatility	24.1		%
Weighted average risk-free interest rate	1.5		%
Expected life of options (years)	5.9
Weighted average grant date fair value	$	14.79

The following tables summarize the Company’s employee stock option activity and related information on a continuing basis:



	Six months ended June 30, 2020
							Weighted-
			Weighted-				Average
			Average		Aggregate		Remaining
			Exercise		Intrinsic		Contractual
	Options		Price		Value		Term
Outstanding at December 31, 2019	417		$	53
Granted	36		66
Exercised	—		—
Forfeited	(4	)	60
Outstanding at June 30, 2020	449		$	54	$	247	3.9
Exercisable at June 30, 2020	317		$	51	$	1,379	3.3



	Six months ended
	June 30, 2020		June 30, 2019
Share-based compensation for options	$	600	$	829
Tax benefit for option compensation	$	153	$	212
Unrecognized compensation cost for options	$	1,348	$	2,316
Weighted average period over which unrecognized compensation will be recognized (years)	1.6

The following tables summarize the Company’s employee stock option activity and related information on a discontinued basis:



	Six months ended June 30, 2020
						Weighted-
		Weighted-				Average
		Average		Aggregate		Remaining
		Exercise		Intrinsic		Contractual
	Options	Price		Value		Term
Outstanding at December 31, 2019	14	$	52
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding at June 30, 2020	14	$	52	$	37	3.3
Exercisable at June 30, 2020	12	$	52	$	41	3.2



	Six months ended
	June 30, 2020		June 30, 2019
Share-based compensation for options	$	11	$	21
Tax benefit for option compensation	$	3	$	5
Unrecognized compensation cost for options	$	11	$	42
Weighted average period over which unrecognized compensation will be recognized (years)	0.6

Employee Activity - Non-vested Shares

The fair value of non-vested shares issued was estimated using the closing market prices for the business day of the grant. The share-based compensation for the nonvested shares is recognized ratably over the requisite service period or vesting period, which is a three-year period. All forfeitures were recognized as they occurred.

The following tables summarize the Company’s employee non-vested share activity and related information on a continuing basis:



	Six months ended June 30, 2020
			Weighted-
			Average		Aggregate
	Non-vested		Grant Date		Grant Date
	Shares		Fair Value		Fair Value
Outstanding and non-vested at December 31, 2019	264		$	58
Granted	111		66
Vested	(140	)	57
Forfeited	(13	)	62
Outstanding and non-vested at June 30, 2020	222		$	63	$	13,964



	Six months ended
	June 30, 2020		June 30, 2019
Share-based compensation for non-vested shares	$	3,727	$	3,960
Tax benefit for non-vested share compensation	$	950	$	1,010
Unrecognized compensation cost for non-vested shares	$	11,019	$	12,635
Weighted average period over which unrecognized compensation will be recognized (years)	2.0

The following tables summarize the Company’s employee non-vested share activity and related information on a discontinued basis:



	Six months ended June 30, 2020
			Weighted-
			Average		Aggregate
	Non-vested		Grant Date		Grant Date
	Shares		Fair Value		Fair Value
Outstanding and non-vested at December 31, 2019	13		$	58
Granted	6		63
Vested	(8	)	58
Forfeited	—		—
Outstanding and non-vested at June 30, 2020	11		$	61	$	678



	Six months ended
	June 30, 2020		June 30, 2019
Share-based compensation for non-vested shares	$	201	$	182
Tax benefit for non-vested share compensation	$	51	$	46
Unrecognized compensation cost for non-vested shares	$	552	$	557
Weighted average period over which unrecognized compensation will be recognized (years)	2.1

Employee Activity - Performance Shares

The Company annually grants performance shares to key employees. Under the terms of the performance share agreements, following the end of a three-year performance period, the Company may issue to these employees a calculated number of common stock shares if certain performance targets are met. For shares granted during the three and six months ended June 30, 2020 and 2019, 50% of the performance share issuances will be based on meeting three-year earnings before interest, taxes, depreciation and amortization ("EBITDA") per share targets and the remaining 50% of the performance share issuances will be based on the three-year performance of the Company’s total shareholder return ("TSR") as compared to the TSR of a selected peer group. All forfeitures were recognized as they occurred.

Depending upon the EBITDA per share targets met, 0% to 200% of the granted shares may ultimately be issued. For shares granted based on total shareholder return, 0% of the shares will be issued if the Company's total shareholder return outperforms 25% or less of the peer group, but 200% of the shares will be issued if the Company's total shareholder return performs better than 90% of the peer group.

The fair value of the performance shares granted based on meeting EBITDA per share targets were estimated using the closing market prices on the day of grant and the probability of meeting these targets as of the measurement date. The fair value of the performance shares granted based on the three-year performance of the Company’s total shareholder return was estimated using

a Monte Carlo simulation. The following table contains the weighted-average assumptions, on both a continuing and discontinued basis, used to estimate the fair value of performance shares granted using the Monte Carlo simulation. These assumptions are subjective and changes in these assumptions can materially affect the fair value estimate.



	Six months ended
	June 30, 2020		June 30, 2019
Expected stock price volatility	23.5	%	23.4	%
Weighted average risk-free interest rate	1.4	%	2.5	%

The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information on a continuing basis:



	Six months ended June 30, 2020
			Weighted-
			Average		Aggregate
	Performance		Grant Date		Grant Date
	Shares		Fair Value		Fair Value
Outstanding and non-vested at December 31, 2019	58		$	62
Granted	38		69
Additional shares awarded based on performance	13		51
Vested	(33	)	51
Forfeited	(11	)	66
Outstanding and non-vested at June 30, 2020	65		$	68	$	4,425



	Six months ended
	June 30, 2020		June 30, 2019
Share-based compensation for performance shares	$	794	$	682
Tax benefit for performance share compensation	$	202	$	174
Unrecognized compensation cost for performance shares	$	2,837	$	2,299
Weighted average period over which unrecognized compensation will be recognized (years)	2.3

The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information on a discontinued basis:



	Six months ended June 30, 2020
			Weighted-
			Average		Aggregate
	Performance		Grant Date		Grant Date
	Shares		Fair Value		Fair Value
Outstanding and non-vested at December 31, 2019	4		$	62
Granted	2		69
Additional shares awarded based on performance	1		51
Vested	(2	)	51
Forfeited	—		—
Outstanding and non-vested at June 30, 2020	5		$	66	$	275



	Six months ended
	June 30, 2020		June 30, 2019
Share-based compensation for performance shares	$	48	$	35
Tax benefit for performance share compensation	$	12	$	9
Unrecognized compensation cost for performance shares	$	165	$	137
Weighted average period over which unrecognized compensation will be recognized (years)	2.1

Employee Activity – Employee Stock Purchase Plan

Under the 2005 Employee Stock Purchase Plan (the “ESPP”), which has been approved by shareholders, the Company is authorized to issue up to a remaining 350 shares of common stock to employees of the Company. These shares may be issued at a price equal to 90% of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two large lump sum contributions.

The following table summarizes the Company's employee stock purchase activity and related information on a continuing basis:




	Six months ended
	June 30, 2020		June 30, 2019
Shares purchased by participants under plan	6		4
Average purchase price	$	45	$	49
Weighted-average fair value of each purchase right under the ESPP granted ¹	$	5	$	10
Share-based compensation for ESPP shares	$	30	$	46

¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period

The following table summarizes the Company's employee stock purchase activity and related information on a discontinued basis:




	Six months ended
	June 30, 2020		June 30, 2019
Shares purchased by participants under plan	1		1
Average purchase price	$	45	$	49
Weighted-average fair value of each purchase right under the ESPP granted ¹	$	5	$	10
Share-based compensation for ESPP shares	$	3	$	6

¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period

Non-employee Director Activity - Non-vested Shares

In May 2006, the Company’s shareholders approved the Company’s 2006 Non-Employee Director Stock Plan (the “2006 Plan”). The Company’s shareholders then approved the Company’s Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”) on May 22, 2007. The Amended Plan was then further amended and restated on December 17, 2008. Under the Amended Plan, on the first business day after each Annual Meeting of Shareholders, each non-employee director will automatically be granted an award (the “Annual Grant”), in such form and size as the Board determines from year to year. Unless

otherwise determined by the Board, Annual Grants will become vested and nonforfeitable on the earlier of (a) the day immediately prior to the first Annual Meeting that occurs after the Grant Date or (b) the first anniversary of the Grant Date so long as the non-employee director’s service with the Company does not earlier terminate. Each director may elect to defer receipt of the shares under a non-vested share award until the director terminates service on the Board of Directors. If a director elects to defer receipt, the Company will issue deferred stock units to the director, which do not represent actual ownership in shares and the director will not have voting rights or other incidents of ownership until the shares are issued. However, the Company will credit the director with dividend equivalent payments in the form of additional deferred stock units for each cash dividend payment made by the Company. All forfeitures were recognized as they occurred.

In May 2016, with the approval of shareholders, the Company further amended the Amended Plan to reserve for issuance an additional 160 common shares, increasing the total number of reserved common shares under the Amended Plan to 360. As of June 30, 2020, there were approximately 92 shares remaining available for grant. There were no shares granted to non-employee directors classified as discontinued operations in any period.

The following tables summarize the Company’s non-employee non-vested share activity and related information on a continuing basis:



	Six months ended June 30, 2020
			Weighted-
			Average		Aggregate
	Non-vested		Grant Date		Grant Date
	Shares		Fair Value		Fair Value
Outstanding and non-vested at December 31, 2019	16		$	62
Granted	24		43
Vested	(16	)	62
Forfeited	—		—
Outstanding and non-vested at June 30, 2020	24		$	43	$	1,035



	Six months ended
	June 30, 2020		June 30, 2019
Share-based compensation for non-vested shares	$	506	$	483
Tax benefit for non-vested share compensation	$	129	$	123
Unrecognized compensation cost for non-vested shares	$	896	$	784
Weighted average period over which unrecognized compensation will be recognized (years)	0.9