EQUITY-BASED COMPENSATION | NOTE M—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, amended and restated effective May 13, 2021, amended and restated effective May 12, 2022 and amended and restated effective May 11, 2023. 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 six months ended June 30, 2023: Number of Weighted Weighted Outstanding at December 31, 2022 508,523 $ 36.22 2.0 years Granted — $ — Exercised — $ — Forfeited (58,160) $ 36.65 Expired (37,434) $ 24.80 Outstanding at June 30, 2023 412,929 $ 37.20 1.6 years Exercisable at June 30, 2023 412,929 $ 37.20 1.6 years There were no grants of stock options during the three and six months ended June 30, 2023 and 2022. The following table summarizes stock option exercise activity: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Options exercised (in actual shares) — 42,500 — 50,000 Intrinsic value of options exercised (in thousands) $ — $ 421 $ — $ 446 Cash received from options exercised (in thousands) $ — $ 449 $ — $ 533 Tax benefit realized from options exercised (in thousands) $ — $ 102 $ — $ 108 As of June 30, 2023 and 2022, 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 six months ended June 30, 2023: Number of Shares Grant Date Weighted Unvested, December 31, 2022 1,438,386 $ 9.37 Granted 635,605 $ 12.02 Vested (665,756) $ 8.95 Forfeited (118,426) $ 8.62 Unvested, June 30, 2023 1,289,809 $ 10.96 We granted 141,671 and 635,605 restricted stock and restricted stock unit awards during the three and six months ended June 30, 2023, respectively. We granted 42,220 and 630,712 restricted stock and restricted stock units during the three and six months ended June 30, 2022, respectively.The fair value of the awards was based on the market price of our stock at date of grant. We recognized $1.9 million and $3.5 million of equity-based compensation expense related to restricted stock and restricted stock units during the three and six months ended June 30, 2023, respectively. We recognized $1.8 million and $3.4 million of equity-based compensation expense related to restricted stock and restricted stock units during the three and six months ended June 30, 2022, respectively. As of June 30, 2023, there was $11.3 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 1.9 years. We also granted cash awards during the three months ended March 31, 2020. These awards vested over a period of three years and were settled in cash. As such, these awards were classified as liability instruments. We recognized zero and $0.3 million of expense related to these awards for the three and six months ended June 30, 2023, respectively. We recognized $0.1 million and $0.4 million of expense related to these awards for the three and six months ended June 30, 2022, respectively. The liability for these awards was included in accounts payable and other accrued expenses on our balance sheets. These awards were remeasured at fair value each reporting period with resulting changes reflected in our income statements. As of June 30, 2023, there was no unrecognized expense related to these awards. Performance Share Unit Awards The following table summarizes the status of, and changes in, our performance share unit awards during the six months ended June 30, 2023: Number of Shares Grant Date Weighted Unvested, December 31, 2022 2,292,751 $ 9.51 Granted 1,295,904 $ 9.54 Vested (1,549,033) $ 6.60 Forfeited/Cancelled (109,259) $ 11.52 Unvested, June 30, 2023 1,930,363 $ 11.75 We granted 5,924 and 1,295,904 performance share unit awards during the three and six months ended June 30, 2023, respectively. We granted zero and 920,681 performance share unit awards during the three and six months ended June 30, 2022, 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 $9.54 and $11.79 for the six months ended June 30, 2023 and 2022, 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, 2023 through December 31, 2025 for the 2023 grant, January 1, 2022 through December 31, 2024 for the 2022 grant, and January 1, 2021 through December 31, 2023 for the 2021 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 $1.8 million and $3.5 million of compensation expense related to performance share unit awards during the three and six months ended June 30, 2023, respectively. We recognized $2.9 million and $5.7 million of compensation expense related to performance share unit awards during the three and six months ended June 30, 2022, respectively. As of June 30, 2023, there was $12.0 million of unrecognized compensation expense related to these performance share unit awards, which is expected to be recognized over a weighted-average period of 2.0 years. We also granted cash awards during the three months ended March 31, 2020. These awards vested over a period of three years and were settled in cash. As such, these awards were classified as liability instruments. We recognized $0.1 million and $0.6 million of expense related to these awards for the six months ended June 30, 2023 and 2022, respectively. The liability for these awards was included in accounts payable and other accrued expenses on our balance sheets. These awards were remeasured at fair value each reporting period with resulting changes reflected in our income statements. As of June 30, 2023, there was no unrecognized expense related to these awards. |