Meritage Homes Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

STOCK BASED AND DEFERRED COMPENSATION

STOCK BASED AND DEFERRED COMPENSATION

12 Months Ended

Dec. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

We have a stock compensation plan, the Amended and Restated 2006 Stock Incentive Plan (the “Plan”), that was adopted in 2006 and has been amended or restated from time to time. The Plan was approved by our stockholders and is administered by our Board of Directors. The provisions of the Plan allow for the grant of stock appreciation rights, restricted stock awards, restricted stock units, performance share awards and performance-based awards in addition to non-qualified and incentive stock options. The Plan authorizes awards to officers, key employees, non-employee directors and consultants for up to 5,350,000 shares of common stock, of which 1,169,574 shares remain available for grant at December 31, 2017. The available shares include shares from expired, terminated or forfeited awards under prior plans that have since expired and are thus available for grant under the Plan. The total shares reserved for existing or future grants at December 31, 2017 was 2,439,231. We believe that such awards provide a means of performance-based compensation to attract and retain qualified employees and better align the interests of our employees with those of our stockholders. Non-vested stock awards are usually granted with a five-year ratable vesting period for employees and with a three-year cliff vesting for both non-vested stock and performance-based awards granted to senior executive officers and non-employee directors.

We have not granted any stock options since 2009 and had no stock options outstanding as of December 31, 2017 and 2016. A summary of remaining stock option activity from stock options granted prior to 2010 is provided below.

Summary of Stock Option Activity:



	Years Ended December 31,
	2016				2015
	Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Options outstanding at beginning of year:	14,400		$	16.11	181,440		$	18.69
Granted	—		N/A		—		N/A
Exercised	(14,400	)	$	16.11	(147,040	)	$	19.62
Cancelled	—		N/A		(20,000	)	$	13.69
Outstanding at end of year	—		N/A		14,400		$	16.11
Exercisable at end of year	—		N/A		14,400		$	16.11
Price range of options exercised	$ 11.48 - $22.11				$ 11.48 - $22.11
Price range of options outstanding	N/A				$ 11.48 - $22.11

The total intrinsic value of option exercises for the years ended December 31, 2016 and 2015 was $0.2 million and $3.5 million respectively. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the stock option.

Summary of Nonvested (Restricted) Shares and Units Activity:

In addition to the stock options discussed above, we grant time-based and performance-based restricted shares. Performance-based restricted shares are only granted to executive officers. All performance shares only vest upon the attainment of certain financial and operational criteria as established and approved by our Board of Directors.



	Nonvested Restricted Share Activity (time-based)		Weighted Average Grant Date Fair Value		Nonvested Restricted Share Activity (performance- based)		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2015	903,441		$	37.51	170,833		$	35.43
Granted	434,387		40.48		66,187		41.17
Vested (Earned/Released)	(318,651	)	41.14		(56,250	)	40.34
Forfeited (1)	(135,470	)	40.53		—		N/A
Outstanding as of December 31, 2015	883,707		40.75		180,770		42.93
Granted	499,865		31.60		66,698		34.39
Vested (Earned/Released)	(305,359	)	30.87		(41,665	)	31.02
Forfeited (1)	(115,910	)	36.79		(20,835	)	42.56
Outstanding at December 31, 2016	962,303		37.00		184,968		34.84
Granted	430,575		34.45		154,120		34.10
Vested (Earned/Released)	(279,856	)	38.39		(20,367	)	45.60
Forfeited (1)	(130,370	)	35.09		(31,716	)	45.60
Outstanding at December 31, 2017	982,652		35.59		287,005		35.80


(1)	Forfeitures on time-based nonvested shares are a result of terminations of employment, while forfeitures on performance-based nonvested shares are a result of failing to attain certain goals as outlined in our executive officers' compensation agreements.

Compensation cost related to time-based restricted stock awards is measured as of the closing price on the date of grant and is expensed, less forfeitures, on a straight-line basis over the vesting period of the award. Compensation cost related to performance-based restricted stock awards is also measured as of the closing price on the date of grant but is expensed in accordance with ASC 718, which requires an assessment of probability of attainment of the performance target. As our performance targets are dependent on performance over a specified measurement period, once we determine that the performance target outcome is probable, the cumulative expense is recorded immediately with the remaining expense and recorded on a straight-line basis through the end of the award’s vesting period. A portion of the performance-based restricted stock awards granted contain market conditions as defined by ASC 718. The guidance in ASC 718 requires that compensation expense for stock awards with market conditions be expensed based on a derived grant date fair value and expensed over the service period. We engaged a third party to perform a valuation analysis on the awards containing market conditions and our associated expense with those awards is based on the derived fair value from that analysis and is being expensed straight line over the service period of the awards. Below is a summary of compensation expense and stock award activity (in thousands):



	Years Ended December 31,
	2017		2016		2015
Stock-based compensation expense	$	12,056	$	13,741	$	15,781
Cash received by Company from exercises	$	—	$	232	$	2,886

The following table includes additional information regarding our Plan (dollars in thousands):



	At December 31,
	2017		2016
Unrecognized stock-based compensation cost	$	18,439	$	18,528
Weighted average years expense recognition period	2.48		2.56
Total equity awards outstanding	1,269,657		1,147,271

We also offer a non-qualified deferred compensation plan ("deferred compensation plan") to highly compensated employees in order to allow them additional pre-tax income deferrals above and beyond the limits that qualified plans, such as 401(k) plans, impose on highly compensated employees. We do not currently offer a contribution match on the deferred compensation plan. All contributions to the plan to date have been funded by the employees and, therefore, we have no associated expense related to the deferred compensation plan for the years ended December 31, 2017, 2016 and 2015, other than minor administrative costs.