Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

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Stock-Based Compensation
3 Months Ended
Mar. 31, 2024
Stock-Based Compensation  
Stock-Based Compensation

(2)   Stock-Based Compensation

The Company has granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and options to purchase shares of the Company’s 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 RSAs) 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 selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $16 million of stock-based compensation during both of the three months ended March 31, 2024 and 2023.

Qurate Retail—RSUs

During the three months ended March 31, 2024 and in connection with their employment agreements, Qurate Retail granted 3.7 million performance-based, stock-settled RSUs of Series A Qurate Retail common stock (“QRTEA”) to our President and Chief Executive Officer and 296 thousand performance-based, stock-settled RSUs of Series B Qurate Retail common stock (“QRTEB”) to our Chairman of the Board.  Such RSUs had a GDFV of $1.23 per share and $5.01 per share, respectively, and vest one year from the month of grant, subject to the satisfaction of certain performance objectives.

The following table presents the number of cash-settled RSUs granted by the Company during the three months ended March 31, 2024:

Three months ended

March 31, 2024

RSUs Granted (000's)

QRTEA time-based RSUs, subsidiary employees (1)

20,945

QRTEA performance-based RSUs, subsidiary employees (2)

20,305

QRTEA performance-based RSUs, Qurate Retail employees (3)

921

(1) Grants mainly vest equally over three years.
(2) Grants vest equally over three years, subject to the satisfaction of certain performance objectives.
(3) Grants vest one year from the month of grant, subject to the satisfaction of certain performance objectives.

For cash-settled RSUs, the liability and compensation expense related to such awards is adjusted at the end of each reporting period based on the closing market price of QRTEA on the last trading day of the quarter.

For awards that are performance-based, 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.

Qurate Retail—Outstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") of the options to purchase Qurate Retail 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 options.

    

    

    

Weighted

    

Aggregate

 

average

intrinsic

Series A

remaining

value

(000's)

WAEP

life

(millions)

Options outstanding at January 1, 2024

 

23,530

$

7.72

Granted

 

$

Exercised

 

$

Forfeited/Cancelled

 

(2,849)

$

10.87

Options outstanding at March 31, 2024

 

20,681

$

7.29

 

2.5

years

$

Options exercisable at March 31, 2024

 

18,333

$

7.13

 

2.4

years

$

    

    

    

Weighted

    

Aggregate

 

average

intrinsic

Series B

remaining

value

(000's)

WAEP

life

(millions)

Options outstanding at January 1, 2024

 

723

$

12.35

Granted

 

$

Exercised

 

$

Forfeited/Cancelled

$

Options outstanding at March 31, 2024

 

723

$

12.35

 

0.6

years

$

Options exercisable at March 31, 2024

 

723

$

12.35

 

0.6

years

$

The following table presents the number and weighted average GDFV of stock-settled RSUs granted to certain officers, employees and directors of the Company.

Weighted

Weighted

Series A

Average

Series B

Average

(000's)

GDFV

(000's)

GDFV

RSUs outstanding at January 1, 2024

 

14,691

$

3.30

353

$

5.51

Granted

 

3,739

$

1.23

296

$

5.01

Vested

 

(5,612)

$

3.73

(353)

$

4.85

Forfeited/Cancelled

 

(1,115)

$

2.15

$

RSUs outstanding at March 31, 2024

 

11,703

$

2.54

296

$

5.01

 

As of March 31, 2024, Qurate Retail also had 1.1 million QRTEB RSAs outstanding with a GDFV of $13.65 per share.

As of March 31, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $90 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.7 years.

As of March 31, 2024, Qurate Retail reserved for issuance upon exercise of outstanding stock options approximately 20.7 million shares of QRTEA and 0.7 million shares of QRTEB.