Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.6.0.2
Stock-Based Compensation
12 Months Ended
Dec. 31, 2016
Share-based Compensation [Abstract]  
Stock-Based Compensation
Stock-Based Compensation (share values in dollars)
The Alon USA Energy, Inc. Second Amended and Restated 2005 Incentive Compensation Plan (“the Plan”) is a component of our overall executive incentive compensation program. The Plan permits the granting of awards in the form of options to purchase common stock, stock appreciation rights, restricted shares of common stock, restricted common stock units, performance shares, performance units and senior executive plan bonuses to our directors, officers and key employees.
Restricted Stock. Non-employee directors are awarded an annual grant of $25 in shares of restricted stock, which vest over a period of three years, assuming continued service at vesting. In May 2016, we granted awards of 14,000 restricted shares at a grant price of $8.93 per share. In May 2015, we granted awards of 6,028 restricted shares at a grant date price of $16.59 per share.
In August 2016, we granted awards of 69,980 restricted shares to certain executive officers at a grant date price of $7.55 per share. These August 2016 restricted shares will vest as follows: 50% in August 2017 and 50% in August 2019, assuming continued service at vesting.
In July 2016, we granted awards of 131,985 restricted shares to certain executive officers at a grant date price of $6.66 per share. These July 2016 restricted shares vested as of December 31, 2016.
In May 2016, we granted awards of 158,333 restricted shares to our former CEO and President at a grant price of $7.55 per share. In July 2015, we granted awards of 100,000 restricted shares to our former CEO and President at a grant date price of $18.82. The 2015 awards and 100,000 shares of the 2016 awards vested in May 2016 while the remaining 58,333 were scheduled to vest in December 2016. In the third quarter of 2016, it was determined that awards made in 2015 and 2016 exceeded the individual annual plan limit. As a result, in the fourth quarter of 2016 our former CEO and President surrendered back to us an aggregate of 150,000 previously vested shares, including those previously surrendered for withholding tax purposes, and the outstanding award of 58,333 restricted shares was reduced to 50,000. These remaining 50,000 restricted shares vested in December 2016. In order to provide our former CEO and President with the value to which he was entitled to per the terms of his employment agreement, the board of directors, acting through the Compensation Committee, approved a cash bonus of approximately $1,392.
In August 2015, we granted awards of 69,980 restricted shares to certain executive officers at a grant date price of $21.00 per share. These August 2015 restricted shares are 50% vested as of December 31, 2016, with the remaining 50% vesting in August 2019, assuming continued service at vesting.
In May 2015, we granted awards of 255,000 restricted shares to certain executive officers at a grant date price of $16.59 per share. These May 2015 restricted shares vested as of December 31, 2016.
The following table summarizes the restricted share activity from December 31, 2014:
 
 
 
 
Weighted
Average
Grant Date
Fair Values
Non-vested Shares
 
Shares
 
(per share)
Non-vested at December 31, 2014
 
643,999

 
$
14.24

Granted
 
431,008

 
17.82

Vested
 
(169,280
)
 
14.69

Forfeited
 

 

Non-vested at December 31, 2015
 
905,727

 
$
15.86

Granted
 
374,298

 
7.29

Vested
 
(1,120,391
)
 
13.51

Forfeited
 

 

Non-vested at December 31, 2016
 
159,634

 
$
12.26


As of December 31, 2016, the remaining non-vested restricted shares are scheduled to vest over the next three years, assuming continued service, as follows: 43,321 shares in 2017; 6,676 shares in 2018; and 109,637 shares in 2019. Compensation expense for the restricted stock grants amounted to $6,097, $7,369 and $4,151 for the years ended December 31, 2016, 2015 and 2014, respectively, and is included in selling, general and administrative expenses in the consolidated statements of operations. The fair value of shares vested in 2016 was $10,079.
Partnership Restricted Units. Non-employee directors of the Partnership, who are designated by Alon’s directors, are awarded an annual grant of $25 in restricted common units, which vest over a period of three years, assuming continued service at vesting. During the year ended December 31, 2016, we granted 10,181 restricted common units at an average grant date price of $9.82 per unit. During the year ended December 31, 2015, we granted awards of 3,489 restricted common units at an average grant date price of $21.50 per unit. Compensation expense for the Partnership’s restricted common unit grants amounted to $82, $61 and $87 for the years ended December 31, 2016, 2015 and 2014, respectively. These amounts are included in selling, general and administrative expenses in the consolidated statements of operations.
Restricted Stock Units. In 2011, we granted 500,000 restricted stock units to our former CEO and President at a grant date fair value of $11.47 per share. Each restricted unit represents the right to receive one share of our common stock upon the vesting of the restricted stock unit. All 500,000 restricted stock units vested in March 2015. Compensation expense for the restricted stock units amounted to $0, $249 and $1,496 for the years ended December 31, 2016, 2015 and 2014, respectively. These amounts are included in selling, general and administrative expenses in the consolidated statements of operations.
Unrecognized Compensation. As of December 31, 2016, there was $1,200 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted-average period of two years.
In November 2016, our board of directors adopted the Alon USA Energy, Inc. 2016 Fair Market Value Stock Purchase Plan (the “2016 Plan”). The 2016 Plan allows eligible employees, directors, and other service providers to purchase from us shares of our common stock that have been purchased by us on the open market or that have been newly issued. The number of shares of common stock reserved for issuance under the 2016 Plan is 500,000 shares. In December 2016, our former CEO and President elected to utilize the funds of the previously mentioned cash bonus, less amounts applicable to withholding tax, to acquire 111,319 shares pursuant to the terms of the 2016 Plan.