鶹app

Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.21.2
Stock-Based Compensation
9 Months Ended
Sep. 30, 2021
Stock-Based Compensation

(3)Stock-Based Compensation

鶹app grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, as discussed below:

Three months ended

Nine months ended

September 30,

September 30,

2021

2020

2021

2020

amountsinmillions

Cost of Sirius XM Holdings services:

Programming and content

$

8

9

24

24

Customer service and billing

2

1

5

4

Other

1

1

4

4

Other operating expense

9

11

26

31

Selling, general and administrative

45

46

129

117

$

65

68

188

180

鶹app—Grants of Awards

Options granted during the nine months ended September 30, 2021 are summarized as follows:

Nine Months Ended

September 30, 2021

Options

Weighted

granted

average

(000's)

GDFV

Series C 鶹app SiriusXM common stock, 鶹app employees and directors (1)

33

$

13.73

SeriesC 鶹app SiriusXM common stock, 鶹app CEO (2)

257

$

13.73

SeriesC 鶹app Formula One common stock, 鶹app employees and directors (1)

30

$

15.96

SeriesC 鶹app Formula One common stock, Formula 1 employees (3)

718

$

15.96

Series C 鶹app Braves common stock, 鶹app employees and directors (1)

16

$

10.07

(1) Grants mainly vest between two and three years.
(2) Grant cliff vests on December 31, 2021. Grant was made in connection with the CEO’s employment agreement.
(3) Grants vest in equal quarterly installments over 2021.

The Company did not grant any options to purchase Series A or Series B 鶹app SiriusXM, 鶹app Braves or 鶹app Formula One common stock during the nine months ended September 30, 2021.

Also during the nine months ended September 30, 2021, the Company granted 31 thousand and 65 thousand performance-based RSUs of Series C common stock of 鶹app Braves and 鶹app Formula One, respectively, to our CEO. The RSUs had a GDFV of $31.24 and $45.88 per share, respectively, and cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.

鶹app calculates the GDFV for all of its equity classified Awards and the subsequent remeasurement of its liability classified Awards using the Black-Scholes Model. 鶹app estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of 鶹app

common stock and the implied volatility of publicly traded 鶹app options. 鶹app uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject Awards.

鶹app—Outstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") of Awards to purchase 鶹app common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards.

鶹app SiriusXM

SeriesC

Weighted

Aggregate

average

intrinsic

鶹app

remaining

value

Awards(000's)

WAEP

life

(millions)

Outstanding at January1, 2021

10,870

$

34.96

Granted

290

$

45.34

Exercised

(427)

$

31.77

Forfeited/Cancelled

(1)

$

42.62

Outstanding at September 30, 2021

10,732

$

35.36

2.6

years

$

130

Exercisable at September 30, 2021

8,298

$

32.67

1.6

years

$

123

鶹app Braves

SeriesC

Weighted

Aggregate

average

intrinsic

鶹app

remaining

value

Awards(000's)

WAEP

life

(millions)

Outstanding at January1, 2021

3,475

$

24.81

Granted

16

$

31.24

Exercised

(36)

$

18.30

Forfeited/Cancelled

$

Outstanding at September 30, 2021

3,455

$

24.91

4.9

years

$

7

Exercisable at September 30, 2021

980

$

19.05

1.9

years

$

7

鶹app Formula One

SeriesC

Weighted

Aggregate

average

intrinsic

鶹app

remaining

value

Awards(000's)

WAEP

life

(millions)

Outstanding at January1, 2021

10,391

$

31.78

Granted

748

$

45.88

Exercised

(338)

$

30.54

Forfeited/Cancelled

$

Outstanding at September 30, 2021

10,801

$

32.80

4.0

years

$

201

Exercisable at September 30, 2021

9,008

$

30.68

3.6

years

$

187

As of September 30, 2021, there were no outstanding options to purchase shares of Series A 鶹app SiriusXM common stock, and there were no outstanding options to purchase shares of Series B 鶹app SiriusXM, 鶹app Braves or 鶹app Formula One common stock.

As of September 30, 2021, 鶹app Braves and 鶹app Formula One each had 1 thousand Series A options outstanding and exercisable at a WAEP of $12.35 and $12.63, respectively, and each had a weighted average remaining contractual life of 1.2 years.

As of September 30, 2021, the total unrecognized compensation cost related to unvested Awards was approximately $53 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.3 years.

As of September 30, 2021, 鶹app reserved 10.7 million, 3.5 million and 10.8 million shares of Series A and Series C common stock, as applicable, of 鶹app SiriusXM, 鶹app Braves and 鶹app Formula One, respectively, for issuance under exercise privileges of outstanding stock Awards.

Sirius XM Holdings — Stock-based Compensation

Sirius XM Holdings granted various types of stock awards to its employees during the nine months ended September 30, 2021. As of September 30, 2021, Sirius XM Holdings has approximately 170 million options outstanding of which approximately 99 million are exercisable, each with a WAEP per share of $5.40 and $4.80, respectively. The aggregate intrinsic value of Sirius XM Holdings options outstanding and exercisable as of September 30, 2021 is $144 million and $142 million, respectively. During the nine months ended September 30, 2021, Sirius XM Holdings granted approximately 39 million nonvested RSUs with a GDFV per share of $6.35. Stock-based compensation expense related to Sirius XM Holdings was $51 million and $58 million for the three months ended September 30, 2021 and 2020, respectively, and $149 million and $165 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options and RSUs was $513 million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.6 years.