Equity Incentive Plan | Equity Incentive Plan The Laredo Petroleum, Inc. Omnibus Equity Incentive Plan, as amended and restated as of May 16, 2019 (the "Equity Incentive Plan"), provides for the granting of incentive awards in the form of restricted stock awards, stock option awards, performance share awards, outperformance share awards, performance unit awards, phantom unit awards and other awards. On June 1, 2020, in connection with the effectiveness of the reverse stock split and Authorized Share Reduction, the board of directors approved and adopted an amendment to the Equity Incentive Plan to proportionately adjust the limitations on awards that may be granted under the Equity Incentive Plan. Following the amendment, an aggregate of 1,492,500 shares may be issued under the Equity Incentive Plan. See Note 7.a for additional discussion of the reverse stock split and Authorized Share Reduction. The Company recognizes the fair value of equity-based compensation awards, expected to vest over the requisite service period, as a charge against earnings, net of amounts capitalized. The Company's restricted stock awards, stock option awards, performance share awards and outperformance share award are accounted for as equity awards and the Company's performance unit awards and phantom unit awards are accounted for as liability awards. Equity-based compensation expense is included in "General and administrative" on the unaudited consolidated statements of operations. The Company capitalizes a portion of equity-based compensation for employees who are directly involved in the acquisition, exploration or development of oil and natural gas properties into the full cost pool. Capitalized equity-based compensation is included in "Evaluated properties" on the unaudited consolidated balance sheets. a. Restricted stock awards All service vesting restricted stock awards are treated as issued and outstanding in the unaudited consolidated financial statements. Per the award agreement terms, if employment is terminated prior to the restriction lapse date for reasons other than death or disability, the restricted stock awards are forfeited and canceled and are no longer considered issued and outstanding. If the termination of employment is by reason of death or disability, all of the holder's restricted stock will automatically vest. Restricted stock awards granted to employees vest in a variety of schedules that mainly include (i) 33%, 33% and 34% vesting per year beginning on the first anniversary of the grant date and (ii) full vesting on the first anniversary of the grant date. Restricted stock awards granted to non-employee directors vest immediately on the grant date. The following table reflects the restricted stock award activity for the six months ended June 30, 2020: (in thousands, except for weighted-average grant-date fair value) Restricted stock awards (1) Weighted-average grant-date fair value (per share) (1) Outstanding as of December 31, 2019 275 $ 85.89 Granted 152 $ 18.14 Forfeited (44) $ 51.06 Vested (2) (123) $ 85.25 Outstanding as of June 30, 2020 260 $ 52.48 _____________________________________________________________________________ (1) Shares and per share data have been retroactively adjusted to reflect the Company's 1-for-20 reverse stock split effective June 1, 2020, as described in Note 7.a. (2) The aggregate intrinsic value of vested restricted stock awards for the six months ended June 30, 2020 was $2.9 million. The Company utilizes the closing stock price on the grant date to determine the fair value of restricted stock awards. As of June 30, 2020, unrecognized equity-based compensation related to the restricted stock awards expected to vest was $10.5 million. Such cost is expected to be recognized over a weighted-average period of 1.72 years. Performance share awards, which the Company has determined are equity awards, are subject to a combination of market, performance and service vesting criteria. For portions of awards with market criteria, which include: (i) the relative three-year total shareholder return ("TSR") comparing the Company's shareholder return to the shareholder return of the peer group specified in each award agreement ("RTSR Performance Percentage") and (ii) the Company's absolute three-year total shareholder return ("ATSR Appreciation"), a Monte Carlo simulation prepared by an independent third party is utilized to determine the grant-date (or modification date) fair value, and the associated expense is recognized on a straight-line basis over the three three The following table reflects the performance share award activity for the six months ended June 30, 2020: (in thousands, except for weighted-average grant-date fair value) Performance share awards (1) Weighted-average grant-date fair value (per share) 1) Outstanding as of December 31, 2019 115 $ 107.05 Forfeited (10) $ 111.75 Lapsed (2) (8) $ 379.20 Outstanding as of June 30, 2020 97 $ 84.12 ______________________________________________________________________________ (1) Shares and per share data have been retroactively adjusted to reflect the Company's 1-for-20 reverse stock split effective June 1, 2020, as described in Note 7.a. (2) The performance share awards granted on February 17, 2017 had a performance period of January 1, 2017 to December 31, 2019 and, as their market criteria were not satisfied, resulted in a TSR modifier of 0% based on the Company finishing in the 15th percentile of its peer group for relative TSR. As such, the granted units lapsed and were not converted into the Company's common stock during the three months ended March 31, 2020. The following table presents the fair values per performance share and the expense per performance share, which is the fair value per performance share adjusted for the estimated payout of the performance criteria, for the outstanding performance share awards as of June 30, 2020 for the grant dates presented: June 3, 2019 February 28, 2019 (1) February 16, 2018 Market Criteria: (1/4) RTSR Factor + (1/4) ATSR Factor: Grant-date fair value per performance share (2) $ 49.00 $ 79.61 $ 201.65 Expense per performance share as of June 30, 2020 (2) $ 49.00 $ 79.61 $ 201.65 Performance Criteria: (1/2) ROACE Factor: Grant-date fair value per performance share (2) $ 51.80 $ 69.80 $ 167.20 Estimated payout for expense as of June 30, 2020 175 % 175 % 68 % Expense per performance share as of June 30, 2020 (2)(3) $ 90.65 $ 122.15 $ 113.70 Combined: Grant-date fair value per performance share (2)(4) $ 50.40 $ 74.71 $ 184.43 Expense per performance share as of June 30, 2020 (2)(5) $ 69.83 $ 100.88 $ 157.68 ______________________________________________________________________________ (1) The fair values of the performance shares granted on February 28, 2019 are based on the May 16, 2019 modification date. See Note 8.b in the 2019 Annual Report for additional information on the award conversion. (2) Per share data has been retroactively adjusted to reflect the Company's 1-for-20 reverse stock split effective June 1, 2020, as described in Note 7.a. (3) As the (1/2) ROACE Factor is based on performance criteria, the expense fluctuates based on the estimated payout and is redetermined each reporting period and the life-to-date recognized expense for the respective awards is adjusted accordingly. (4) The combined grant-date fair value per performance share is the combination of the fair value per performance share weighted for the market and performance criteria for the respective awards. (5) The combined expense per performance share is the combination of the expense per performance share for market and performance criteria for the respective awards. As of June 30, 2020, unrecognized equity-based compensation related to the performance share awards expected to vest was $4.6 million. Such cost is expected to be recognized over a weighted-average period of 1.56 years. An outperformance share award was granted during the year ended December 31, 2019, in conjunction with the appointment of the Company's President, and is accounted for as an equity award. The award was adjusted for the Company's 1-for-20 reverse stock split as discussed in Note 7.a. If earned, the payout ranges from 0 to 50,000 shares in the Company's common stock per the vesting schedule. This award is subject to a combination of market and service vesting criteria, therefore, a Monte Carlo simulation prepared by an independent third party was utilized to determine the grant-date fair value with the associated expense recognized over the requisite service period. The payout of this award is based on the highest 50 consecutive trading day average closing stock price of the Company that occurs during the performance period that commenced on June 3, 2019 and ends on June 3, 2022 ("Final Date"). Of the earned outperformance shares, one-third of the award will vest on the Final Date, one-third will vest on the first anniversary of the Final Date and one-third will vest on the second anniversary of the Final Date, provided that the participant has been continuously employed with the Company through the applicable vesting date. As of June 30, 2020, unrecognized equity-based compensation related to the outperformance share award expected to vest was $0.5 million. Such cost is expected to be recognized over a weighted-average period of 4.00 years. Performance unit awards, which the Company has determined are liability awards since they are settled in cash, are subject to a combination of market, performance and service vesting criteria. For portions of awards with market criteria, which include: (i) the RTSR Performance Percentage (as defined above) and (ii) the ATSR Appreciation (as defined above), a Monte Carlo simulation prepared by an independent third party is utilized to determine the fair value, and is re-measured at each reporting period until settlement. For portions of awards with performance criteria, which is the ROACE Percentage (as defined above), the Company's closing stock price is utilized to determine the fair value and is re-measured on the last trading day of each reporting period until settlement and, additionally, the associated expense fluctuates based on an estimated payout for the three three The following table reflects the performance unit award activity for the six months ended June 30, 2020: (in thousands) Performance units (1) Outstanding as of December 31, 2019 (2) — Granted (3) 123 Forfeited (24) Outstanding as of June 30, 2020 99 ______________________________________________________________________________ (1) Units have been retroactively adjusted to reflect the Company's 1-for-20 reverse stock split effective June 1, 2020, as described in Note 7.a. (2) The performance unit awards granted on February 28, 2019 were originally determined to be liability awards due to the board of directors election to settle the awards in cash. These awards were converted to performance share awards during the three months ended June 30, 2019. See Note 8.b in the 2019 Annual Report for additional information on the award conversion. (3) The amounts potentially payable in cash at the end of the requisite service period for the performance unit awards granted on March 5, 2020 will be determined based on three criteria: (i) RTSR Performance Percentage, (ii) ATSR Appreciation and (iii) ROACE Percentage. The RTSR Performance Percentage, ATSR Appreciation and ROACE Percentage will be used to identify the "RTSR Factor," the "ATSR Factor" and the "ROACE Factor," respectively, which are used to compute the "Performance Multiple" and ultimately to determine the final value of each performance unit to be paid in cash on the payment date per the award agreement, subject to withholding requirements. In computing the Performance Multiple, the RTSR Factor is given a 1/3 weight, the ATSR Factor a 1/3 weight and the ROACE Factor a 1/3 weight. These awards have a performance period of January 1, 2020 to December 31, 2022. The following table presents (i) the fair values per performance unit and the assumptions used to estimate these fair values per performance unit and (ii) the expense per performance unit, which is the fair value per performance unit adjusted for the estimated payout of the performance criteria, for the outstanding performance unit awards as of June 30, 2020 for the grant date presented: March 5, 2020 Market criteria: (1/3) RTSR Factor + (1/3) ATSR Factor: Fair value assumptions: Remaining performance period 2.52 years Risk-free interest rate (1) 0.19 % Dividend yield — % Expected volatility (2) 113.53 % Closing stock price on June 30, 2020 $ 13.86 Fair value per performance unit as of June 30, 2020 $ 20.00 Expense per performance unit as of June 30, 2020 $ 20.00 Performance criteria: (1/3) ROACE Factor: Fair value assumptions: Closing stock price on June 30, 2020 $ 13.86 Fair value per performance unit as of June 30, 2020 $ 13.86 Estimated payout for expense as of June 30, 2020 100.00 % Expense per performance unit as of June 30, 2020 (3) $ 13.86 Combined: Fair value per performance unit as of June 30, 2020 (4) $ 17.96 Expense per performance unit as of June 30, 2020 (5) $ 17.96 ______________________________________________________________________________ (1) The remaining performance period matched zero-coupon risk-free interest rate was derived from the United States ("U.S.") Treasury constant maturities yield curve on June 30, 2020. (2) The Company utilized its own remaining performance period matched historical volatility in order to develop the expected volatility. (3) As the (1/3) ROACE Factor is based on performance criteria, the expense fluctuates based on the estimated payout and is redetermined each reporting period and the life-to-date recognized expense for the award is adjusted accordingly. (4) The combined fair value per performance unit is the combination of the fair value per performance unit weighted for the market and performance criteria for the award. (5) The combined expense per performance unit is the combination of the expense per performance unit for market and performance criteria for the award. As of June 30, 2020, unrecognized equity-based compensation related to the performance unit awards expected to vest was $1.6 million. Such cost is expected to be recognized over a weighted-average period of 2.75 years. for reasons other than death or disability, the phantom unit awards are forfeited and canceled. If the termination of employment is by reason of death or disability, all of the holder's phantom unit awards automatically vest. The following table reflects the phantom unit award activity for the six months ended June 30, 2020: (in thousands, except for weighted-average fair value) Phantom units (1) Fair value as of June 30, 2020 (per unit) 1) Outstanding as of December 31, 2019 — $ — Granted 75 $ 13.86 Outstanding as of June 30, 2020 75 $ 13.86 ______________________________________________________________________________ (1) Units and per unit data have been retroactively adjusted to reflect the Company's 1-for-20 reverse stock split effective June 1, 2020, as described in Note 7.a. The Company utilizes the closing stock price on the last day of each reporting period to determine the fair value of phantom unit awards and the life-to-date recognized expense is adjusted accordingly. As of June 30, 2020, unrecognized equity-based compensation related to the phantom unit awards expected to vest was $0.9 million. Such cost is expected to be recognized over a weighted-average period of 2.75 years. The following table reflects equity-based compensation expense for the periods presented: Three months ended June 30, Six months ended June 30, (in thousands) 2020 2019 2020 2019 Equity awards: Restricted stock awards $ 2,044 $ 2,559 $ 4,542 $ 7,882 Performance share awards 282 (3,191) 1,038 (27) Outperformance share award 43 13 87 13 Stock option awards 7 160 50 978 Total share-settled equity-based compensation, gross 2,376 (459) 5,717 8,846 Less amounts capitalized (682) 36 (1,647) (1,863) Total share-settled equity-based compensation, net 1,694 (423) 4,070 6,983 Liability awards: Phantom unit awards 86 — 111 — Performance unit awards (1) 166 (238) 190 — Total cash-settled equity-based compensation, gross 252 (238) 301 — Less amounts capitalized (33) 46 (43) — Total cash-settled equity-based compensation, net 219 (192) 258 — Total equity-based compensation, net $ 1,913 $ (615) $ 4,328 $ 6,983 ______________________________________________________________________________ (1) The performance unit award compensation for the three months ended March 31, 2019 was reversed during the second quarter of 2019 due to the awards' conversion from liability to equity and new fair values were assigned under performance share awards. See Note 8 in the 2019 Annual Report for discussion of this conversion and related modification accounting. See Note 18 for discussion of the Company's organizational restructurings and the related equity-based compensation reversals during the three months ended June 30, 2020 and 2019. |