v3.26.1
Incentive Plans
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Incentive Plans
Note I – Incentive Plans
The Company recognizes expenses for all share-based and cash-based incentive compensation in the Consolidated Statements of Operations using a fair value-based measurement method over the applicable vesting periods.
The Annual Incentive Plan (AIP) authorizes the Compensation Committee (the Committee) to establish specific performance goals associated with annual cash awards that may be earned by officers, executives and certain other employees. Cash awards under the AIP are determined based on the Company’s actual financial and operating results as measured against the performance goals established by the Committee.
The 2025 Long-Term Incentive Plan (the 2025 Long-Term Plan) authorizes the Committee to grant shares of the Company’s common stock and stock-based awards to employees. These awards may be in the form of stock options (nonqualified or incentive), stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), performance units, performance shares, dividend equivalents, and other stock-based incentives. The 2025 Long-Term Plan expires in 2035, and a total of 3.885 million shares of common stock are authorized for issuance over its term.
Shares issued pursuant to awards granted under the 2025 Long-Term Plan may be shares that are authorized but unissued or shares that were reacquired by the Company, including shares repurchased on the open market. Shares underlying awards that have been canceled, expired, are forfeited, or otherwise not issued under an award shall not count as shares issued under the Plan.
During the three months ended March 31, 2026, the Committee granted the following awards from the 2025 Long-Term Plan:
Type of AwardNumber of Awards GrantedGrant DateGrant Date Fair ValueValuation Methodology
Performance-based RSUs 1
412,560February 3, 2026$32.67 Monte Carlo
Time-based RSUs (Stock-Settled) 2
811,620February 3, 2026$30.05 Average Stock Price
Time-based RSUs (Cash-Settled) 2
661,960February 3, 2026$30.05 Average Stock Price
1 Performance-based RSUs are tied to the achievement of Total Shareholder Return (TSR) performance goals, measured over a three-year performance period based on (i) the Company’s TSR relative to a peer group and (ii) the Company’s absolute TSR performance, and are scheduled to vest at the end of the period subject to achievement of these conditions.
2 Time-based RSUs generally vest on the third anniversary of the date of grant.
The Company also maintains a Stock Plan for Non-Employee Directors (NEDs) that permits the issuance of RSUs, stock options, or a combination thereof to the Company’s Non-Employee Directors.
The Company currently has outstanding incentive awards issued to Directors under the 2021 Stock Plan for NEDs (the 2021 NED Plan) and the 2018 Stock Plan for NEDs. All awards granted on or after May 12, 2021 were made under the 2021 NED Plan.
During the three months ended March 31, 2026, the Committee granted the following awards to Non-Employee Directors under the 2021 NED Plan:
Type of AwardNumber of Awards GrantedGrant DateGrant Date Fair ValueValuation Methodology
Time-Based RSUs 1
56,844February 4, 2026$31.67 Closing Stock Price
Time-Based RSUs 2
2,150March 31, 2026$41.25 Closing Stock Price
1 Non-Employee Directors’ time-based RSUs are scheduled to vest on the first anniversary of the date of grant. Non-Employee Directors may elect to defer settlement of their vested time-based RSUs until (1) termination of service from the Board or (2) a future date selected by the director at the time of their deferral election. These unvested time-based RSUs are included in the table above, will vest in one year, and become deferred RSUs.
2 Effective January 1, 2024, Non-Employee Directors can elect to receive their annual retainers in the form of deferred RSUs. Director fees that are deferred into RSUs are calculated and expensed each quarter by taking fees earned in respect of the applicable quarter and dividing by the closing price of our common stock on the last trading day of the quarter. Each deferred RSU represents the right to receive one share of common stock following (1) termination of service from the Board or (2) a future date selected by the director at the time of their deferral election.
Amounts recognized in the financial statements with respect to share-based plans are shown in the following table.
Three Months Ended
March 31,
(Thousands of dollars)20262025
Compensation charged against income before tax benefit$13,900 $8,864 
Related income tax benefit recognized in income2,279 1,175 
Certain incentive compensation granted to the Company’s named executive officers, to the extent their total compensation exceeds $1.0 million per executive per year, is not eligible for a U.S. income tax deduction under the current tax law.