EQUITY-BASED COMPENSATION | NOTE L—EQUITY-BASED COMPENSATION In July 2011, we adopted the U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (the “2011 Plan”), which was amended and restated effective May 2015, amended and restated effective February 1, 2020, and amended and restated effective May 13, 2021. The 2011 Plan provides for grants of stock options, restricted stock, performance share units and other incentive-based awards. We believe our 2011 Plan aligns the interests of our employees and directors with those of our common stockholders. We use a combination of treasury stock and new shares if necessary to satisfy option exercises or vesting of restricted awards and performance share units. Stock Options The following table summarizes the status of, and changes in, our stock option awards during the three months ended March 31, 2022: Number of Weighted Weighted Outstanding at December 31, 2021 666,718 $ 30.84 2.4 years Granted — $ — Exercised (7,500) $ 11.08 Forfeited — $ — Expired (35,695) $ 20.06 Outstanding at March 31, 2022 623,523 $ 31.70 2.3 years Exercisable at March 31, 2022 623,523 $ 31.70 2.3 years There were no grants of stock options during the three months ended March 31, 2022 and 2021. There were 7,500 and 10,164 stock options exercised during the three months ended March 31, 2022 and 2021, respectively. The total intrinsic value of stock options exercised was $25 thousand and $44 thousand for the three months ended March 31, 2022 and 2021, respectively. Cash received from stock options exercised during the three months ended March 31, 2022 and 2021 was $83 thousand and $105 thousand, respectively. The tax benefits realized from stock option exercises were $6 thousand and $11 thousand for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and 2021, there was no unrecognized compensation expense related to these options. We account for forfeitures as they occur. Restricted Stock and Restricted Stock Unit Awards The following table summarizes the status of, and changes in, our unvested restricted stock awards during the three months ended March 31, 2022: Number of Shares Grant Date Weighted Unvested, December 31, 2021 1,144,310 $ 8.37 Granted 588,492 $ 9.81 Vested (111,829) $ 11.36 Forfeited (1,058) $ 13.56 Unvested, March 31, 2022 1,619,915 $ 8.68 We granted 588,492 and 633,973 restricted stock and restricted stock unit awards during the three months ended March 31, 2022 and 2021, respectively. The fair value of the awards was based on the market price of our stock at date of grant. We recognized $1.6 million and $1.6 million of equity-based compensation expense related to restricted stock and restricted stock units during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was $11.6 million of unrecognized compensation expense related to these restricted stock and restricted stock units, which is expected to be recognized over a weighted-average period of 2.2 years. We also granted cash awards during the three months ended March 31, 2020. These awards will vest over a period of three years and will be settled in cash. As such, these awards have been classified as liability instruments. We recognized $0.3 million and $0.4 million of expense related to these awards for the three months ended March 31, 2022 and 2021, respectively. The liability for these awards is included in accounts payable and other accrued expenses on our balance sheets. These awards will be remeasured at fair value each reporting period with resulting changes reflected in our income statements. Estimated unrecognized expense related to these awards is $1.2 million over a period of one year. Performance Share Unit Awards The following table summarizes the status of, and changes in, our performance share unit awards during the three months ended March 31, 2022: Number of Shares Grant Date Weighted Unvested, December 31, 2021 1,914,589 $ 9.77 Granted 920,681 $ 11.79 Vested (497,401) $ 14.56 Forfeited/Cancelled (658) $ 13.86 Unvested, March 31, 2022 2,337,211 $ 9.54 We granted 920,681 and 773,023 performance share unit awards during the three months ended March 31, 2022 and 2021, respectively. A portion of these awards was measured against total shareholder return ("TSR"), and a portion was measured against adjusted free cash flow ("ACF") targets. The grant date weighted average fair value of these awards was estimated to be $11.79 and $11.46 for the three months ended March 31, 2022 and 2021, respectively. The number of TSR measured units that will vest will depend on the percentage ranking of our TSR compared to the TSR for each of the companies in the peer group over the three year period from January 1, 2022 through December 31, 2024 for the 2022 grant, January 1, 2021 through December 31, 2023 for the 2021 grant, and from January 1, 2020 through December 31, 2022 for the 2020 grant. The number of ACF measured units that will vest will be based on ACF achievement versus target. The ACF targets are set annually and are approved by the Board of Directors. The related compensation expense is recognized on a straight-line basis over the vesting period. The grant date fair value for the TSR awards was estimated using a Monte Carlo simulation model. The Monte Carlo simulation model requires the use of highly subjective assumptions. Our key assumptions in the model included the price and the expected volatility of our common stock and our self-determined peer group companies’ stock, risk-free rate of interest, dividend yields and cross-correlations between our common stock and our self-determined peer group companies' stock. We recognized $2.8 million and $2.5 million of compensation expense related to performance share unit awards during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was $14.6 million of unrecognized compensation expense related to these performance share unit awards, which is expected to be recognized over a weighted-average period of 2.3 years. We also granted cash awards during the three months ended March 31, 2020. These awards will vest over a period of three years and will be settled in cash. As such, these awards have been classified as liability instruments. We recognized $0.2 million and $0.2 million of expense related to these awards for the three months ended March 31, 2022 and 2021, respectively. The liability for these awards is included in accounts payable and other accrued expenses on our balance sheets. These awards will be remeasured at fair value each reporting period with resulting changes reflected in our income statements. Estimated unrecognized expense related to these awards is $0.4 million over a period of one year. |