Quarterly report [Sections 13 or 15(d)]

Stock-Based Compensation

v3.25.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2025
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”), performance restricted stock units (“PSUs”), performance cash awards 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 $4 million and $16 million of stock-based compensation during the three months ended March 31, 2025 and 2024, respectively.

QVC Group —Grants of Awards

During the three months ended March 31, 2025, and in connection with his employment agreement, QVC Group granted a $15 million performance cash award to our President and Chief Executive Officer, David Rawlinson II. Such performance cash award vests annually over three years, subject to the satisfaction of certain performance objectives.

The following table presents the number of  QVC Group Series A common stock (“QVCGA”) RSUs granted by the Company during the three months ended March 31, 2025:

Three months ended

March 31, 2025

Awards Granted (000's)

Weighted
Average
GDFV

QVCGA cash-settled RSUs (1)

126,658

N/A

QVCGA stock-settled RSUs, mainly to our President and CEO (2)

16,219

$

0.28

(1) Grants mainly vest equally over three years.
(2) Grant to Mr. Rawlinson was made in connection with his employment agreement and vests equally over three years (see note 8).

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 QVCGA 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.

QVC Group—Outstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") of the options to purchase QVC Group 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, 2025

 

19,231

$

7.09

Granted

 

$

Exercised

 

$

Forfeited/Cancelled

 

(2,646)

$

13.67

Options outstanding at March 31, 2025

 

16,585

$

6.04

 

1.9

years

$

Options exercisable at March 31, 2025

 

16,585

$

6.04

 

1.9

years

$

    

    

    

Weighted

    

Aggregate

 

average

intrinsic

Series B

remaining

value

(000's)

WAEP

life

(millions)

Options outstanding at January 1, 2025

 

407

$

12.95

Granted

 

$

Exercised

 

$

Forfeited/Cancelled

(360)

$

13.49

Options outstanding at March 31, 2025

 

47

$

8.76

 

0.9

years

$

Options exercisable at March 31, 2025

 

47

$

8.76

 

0.9

years

$

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

Weighted

Weighted

Series A

Average

Series B

Average

(000's)

GDFV

(000's)

GDFV

Outstanding at January 1, 2025

 

8,760

$

2.35

296

$

5.01

Granted

 

16,219

$

0.28

$

Vested

 

(5,476)

$

3.02

(296)

$

5.01

Forfeited/Cancelled

 

(927)

$

1.40

$

Outstanding at March 31, 2025

 

18,576

$

0.39

$

 

The following table presents the number of QVC Group cash-settled RSUs and PSUs granted to certain officers and employees of the Company.

QVCGA

QVCGA

Total QVCGA

RSUs

PSUs

RSUs & PSUs

(000's)

(000's)

(000's)

Outstanding at January 1, 2025

 

19,407

35,862

55,269

Granted

 

126,658

126,658

Vested

 

(6,502)

(933)

(7,435)

Forfeited/Cancelled

 

(540)

(19,016)

(19,556)

Outstanding at March 31, 2025

 

139,023

15,913

154,936

As of March 31, 2025, the total unrecognized compensation cost related to unvested Awards was approximately $47 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, 2025, QVC Group reserved for issuance upon exercise of outstanding stock options approximately 16.6 million shares of QVCGA and 47 thousand shares of QVC Group Series B common stock.