|12 Months Ended|
Dec. 31, 2016
|Disclosure of Compensation Related Costs, Share-based Payments [Abstract]|
Share Incentive Plans. In 2013, the Company adopted the Era Group Inc. 2012 Incentive Plan (“2012 Plan”) under which a maximum of 4,000,000 shares of the Company’s common stock are reserved for issuance. Awards granted under the 2012 Plan may be in the form of stock options, stock appreciation rights, shares of restricted stock, other share-based awards (payable in cash or common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants. Era Group’s board of directors determines, for each award, whether to issue new shares or shares from the Company’s treasury account. As of December 31, 2016 and 2015, 2,747,662 and 3,071,335 shares, respectively, remained available for grant under the 2012 Plan.
In 2013, the Company adopted the Era Group Inc. 2013 Employee Stock Purchase Plan (“ESPP”) under which the Company may offer up to a maximum of 300,000 shares of the Company’s common stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of Common Stock on the first day of the offering period or (ii) the fair market value of Common Stock on the last day of the offering period. Common Stock is made available for purchase under the ESPP for six-month offering periods. The ESPP is intended to comply with Section 423 of the Code, but is not intended to be subject to Section 401(a) of the Code or the Employee Retirement Income Security Act of 1974. The Board of Directors of the Company may amend or terminate the ESPP at any time; however, no increase in the number of shares of Common Stock reserved for issuance under the ESPP may be made without stockholder approval. In 2016, the Board of Directors authorized an additional 400,000 to be reserved for issuance under the ESPP, however this increase is subject to stockholder approval, which the Company intends to seek at its annual meeting in 2017. The ESPP has a term of ten years. As of December 31, 2016 and 2015, 461,811 and 180,641 shares, respectively, remained available for issuance under the ESPP. During the year ended December 31, 2016, the Company issued 118,830 shares under the ESPP.
Total share-based compensation expense, which includes stock options, restricted stock and ESPP purchases, was $4.6 million, $3.7 million and $5.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. A portion of the restricted stock awards are performance-based. As of December 31, 2016, the Company had approximately $4.1 million in total unrecognized compensation costs, and the weighted average period over which it is expected to be recognized is 1.6 years.
Restricted Stock Awards. During the year ended December 31, 2016, the number of shares and the weighted average grant price of restricted stock award transactions were as follows:
During the years ended December 31, 2016, 2015 and 2014, the Company awarded 342,913, 193,668 and 127,050 shares, respectively, of restricted stock at a weighted average grant date fair value of $10.56, $20.82 and $29.23, respectively. The total fair value of shares vested during the years ended December 31, 2016, 2015 and 2014, determined using the closing price on the grant date, was $3.2 million, $1.9 million and $4.1 million, respectively, including $1.6 million related to the accelerated vesting of shares during 2014 for the Company’s former Chief Executive Officer.
Stock Option Grants. During the year ended December 31, 2016, the number of shares, the weighted average grant date fair value and the weighted average exercise price on stock option transactions were as follows:
The Company did not grant any options during the year ended December 31, 2016. During the years ended December 31, 2015 and 2014, the weighted average grant date fair value of stock options granted was $6.69 and $10.86, respectively. There were no stock options exercised during the years ended December 31, 2016 or 2015. During the year ended December 31, 2014, the aggregate intrinsic value of exercised stock options was $0.2 million. As of December 31, 2016, the weighted average remaining contractual term for total outstanding stock options and vested/exercisable stock options was 5.7 years and 5.0 years, respectively. As of December 31, 2016, the aggregate intrinsic value of total outstanding stock options and vested/exercisable stock options outstanding was $0.2 million.
The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The following table shows the assumptions used to compute the share-based compensation expense for stock options granted during the year ended December 31, 2015:
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
Reference 1: http://www.xbrl.org/2003/role/presentationRef