Stock-Based Compensation | Note 6—Stock-Based Compensation On October 7, 2016, the stockholders of the Company approved the Centennial Resource Development, Inc. 2016 Long Term Incentive Plan (the “LTIP”), which authorized an aggregate of 16,500,000 shares of Common Stock for issuance to employees and directors. In April 29, 2020, the stockholders of the Company approved the amended and restated LTIP which, among other things, increased the number of shares of Common Stock authorized for issuance by 8,250,000 shares. As of December 31, 2020, the Company had 6,579,226 shares of Common Stock available for future grants. The LTIP provides for grants of restricted stock, stock options (including incentive stock options and nonqualified stock options), restricted stock units, stock appreciation rights and other stock or cash-based awards. As a result of the decline in crude oil and natural gas prices, ongoing uncertainty regarding the oil supply-demand macro environment and the related temporary suspension of the Company’s drilling and completion activities during 2020, the Company implemented a reduction to its workforce in the second quarter of 2020. In connection with this workforce reduction, the Compensation Committee of the Company’s Board of Directors approved an accelerated partial vesting of certain unvested stock options and restricted stock awards held by 37 of the terminated employees. The acceleration changed the terms of the vesting conditions and are therefore treated as modifications in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). The modification resulted in a decrease to total stock-based compensation expense of $2.7 million associated with the decrease in the fair value of the modified awards compared to the original awards’ fair value. The shares and options that were accelerated are included within the vested line item in the below tables. Stock-based compensation expense is recognized within both General and administrative expenses and Exploration and other expenses in the consolidated statements of operations. The Company accounts for forfeitures of its stock-based compensation awards as they occur, when determining compensation expense. The following table summarizes stock-based compensation expense recognized for the periods presented: Year Ended December 31, (in thousands) 2020 2019 2018 Equity Awards Restricted stock awards $ 15,355 $ 15,929 $ 9,185 Stock option awards 1,980 9,562 9,433 Performance stock units 3,312 3,374 2,052 Other stock-based compensation expense (1) 319 132 — Total stock-based compensation expense - equity awards 20,966 28,997 20,670 Liability Awards Restricted stock units 1,788 — — Performance stock units 1,814 — — Total stock-based compensation - liability awards 3,602 — — Total stock-based compensation expense $ 24,568 $ 28,997 $ 20,670 (1) Includes expenses related to the Company’s Employees Stock Purchase Plan (the “ESPP”). In May 2019, an aggregate of 2,000,000 shares were authorized by stockholders for issuance under the ESPP, which became effective on July 1, 2019. As of December 31, 2020, the Company had 1,837,381 shares of Common Stock available for future issuance. Equity Awards The Company has restricted stock awards, stock options and performance stock units (“PSUs”) outstanding that were granted under the LTIP as discussed below. Each award has service-based and, in the case of the PSUs, market-based vesting requirements and are expected to be settled in shares of the Company’s Common Stock upon vesting. As a result, these awards are classified as equity-based awards in accordance with ASC 718. Restricted Stock The following table provides a summary of the restricted stock activity during the year ended December 31, 2020: Awards Wtd. Avg. Grant-Date Fair Value Unvested balance as of December 31, 2019 4,838,996 $ 8.51 Granted 10,245,500 1.12 Vested (2,093,937) 8.31 Forfeited (896,836) 5.85 Unvested balance as of December 31, 2020 12,093,723 2.33 The Company grants service-based restricted stock awards to executive officers and employees, which vest ratably over a three-year service period, and to directors, which vest over a one-year service period. Compensation cost for these service-based restricted stock awards is based on the closing market price of the Company’s Common Stock on the grant date, and such costs are recognized ratably over the applicable vesting period. The weighted average grant-date fair value for restricted stock awards granted was $1.12, $6.59 and $18.11 per share for the years ended December 31, 2020, 2019 and 2018, respectively. The total fair value of restricted stock awards that vested for the years ended December 31, 2020, 2019 and 2018 was $17.4 million, $12.0 million and $6.6 million, respectively. Unrecognized compensation cost related to restricted shares that were unvested as of December 31, 2020 was $21.0 million, which the Company expects to recognize over a weighted average period of 1.9 years. Stock Options Stock options that have been granted under the LTIP expire ten years from the grant date and vest ratably over a three-year service period. The exercise price for an option granted under the LTIP is the closing price of the Company’s Common Stock on the grant date. Compensation cost for stock options is based on the grant-date fair value of the award, which is then recognized ratably over the vesting period of three years. The Company estimates the grant-date fair value using the Black-Scholes option-pricing model. Expected volatilities are based on the weighted average historical volatilities of the Company and an identified set of comparable companies. Expected term is based on the simplified method and is estimated as the mid-point between the weighted average vesting term and the time to expiration as of the grant date. The Company uses U.S. Treasury bond rates in effect at the grant date for its risk-free interest rates. The following table summarizes the assumptions and related information used to determine the grant-date fair value of stock options awarded for the periods presented: Years Ended December 31, 2020 2019 2018 Weighted average grant-date fair value per share $ 1.16 $ 4.32 $ 8.58 Expected term (in years) 6 6 6 Expected stock volatility 86 % 47 % 42 % Dividend yield — — — Risk-free interest rate 1.0 % 2.2 % 2.7 % The following table provides information about stock option awards outstanding during the year ended December 31, 2020: Options Wtd. Avg. Exercise Price Wtd. Avg. Remaining Term Aggregate Intrinsic Value Outstanding as of December 31, 2019 4,764,167 $ 15.99 Granted 124,000 2.13 Exercised (366) 0.25 $ — Forfeited (130,424) 13.12 Expired (2,394,043) 16.34 Outstanding as of December 31, 2020 2,363,334 15.07 6.5 $ 78 Exercisable as of December 31, 2020 2,011,809 15.98 6.2 $ — The total fair value of stock options that vested during the years ended December 31, 2020, 2019 and 2018 was $5.7 million, $10.2 million and $8.8 million, respectively. The intrinsic value of the stock options exercised during the year ended December 31, 2020 was minimal, there were no stock options exercised during the year ended December 31, 2019, and the intrinsic value of stock options exercised during the year ended December 31, 2018 was approximately $0.2 million. As of December 31, 2020, there was $0.9 million of unrecognized compensation cost related to unvested stock options, which the Company expects to recognize on a pro-rata basis over a weighted-average period of 1.1 years. Performance Stock Units The Company grants performance stock units to certain executive officers that are subject to market-based vesting criteria as well as a three-year service period. Vesting at the end of the three-year service period is subject to the condition that the Company’s stock price increases by a greater percentage, or decreases by a lesser percentage, than the average percentage increase or decrease, respectively, of the stock prices of a peer group of companies. The market-based conditions must be met in order for these stock awards to vest, and it is therefore possible that no shares could ultimately vest. However, the Company recognizes compensation expense for these performance stock units subject to market conditions regardless of whether such conditions are met or not, and compensation expense is not reversed if vesting does not actually occur. The grant-date fair value was estimated using a Monte Carlo valuation model. The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of the Company’s common stock as well as the peer companies that are specified in the award agreement, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The following table summarizes the key assumptions and related information used to determine the grant-date fair value of performance stock units awarded during the periods presented: 2019 2018 Weighted average grant-date fair value per unit $ 6.68 $ 22.35 Number of simulations 1,000,000 1,000,000 Expected stock volatility 52.3 % 40.2 % Dividend yield — % — % Risk-free interest rate 1.8 % 2.8 % The following table provides information about performance stock units outstanding during the year ended December 31, 2020: Awards Wtd. Avg. Grant Date Fair Value Unvested balance as of December 31, 2019 872,672 $ 13.44 Granted — — Vested — — Cancelled (193,391) 21.53 Forfeited — — Unvested balance as of December 31, 2020 679,281 11.13 As of December 31, 2020, there was $2.4 million of unrecognized compensation cost related to unvested performance stock units, which the Company expects to recognize on a pro rata basis over a weighted average period of 1.2 years Liability Awards The Company has restricted stock units and performance stock units that were granted under the LTIP, which will be settled in cash by the Company and are therefore classified as liability awards in accordance with ASC 718. Compensation cost for the liability awards is based on the fair value of the units as of each balance sheet date as further discussed below, and such costs are recognized ratably over the service periods of the awards. As the fair value of liability awards is required to be re-measured at each period end, stock compensation expense amounts recognized in future periods for these awards will vary. The estimated future cash payments of these awards are presented as liabilities within Other current liabilities and Other long-term liabilities in the consolidated balances sheets. Restricted Stock Units During the year ended December 31, 2020, the Company granted 5.5 million restricted stock units to certain officers and employees that will be settled in cash. The restricted stock units vest annually in one-third increments over a three-year service period, with the first portion vesting on September 1, 2021. After one year from the grant date, however, the restricted stock units can vest immediately on an accelerated basis if they meet certain market-based vesting criteria (equal to the maximum return percentage discussed below for at least 20 out of any 30 consecutive trading days). Additionally, the restricted stock units include maximum and minimum return amounts equal to 400% and 25%, respectively, of the closing market price of the Company’s common stock on the grant date. As of December 31, 2020, there was $5.5 million of unrecognized compensation cost, which represents the unvested portion of the fair value of the restricted stock units at December 31, 2020 and which will be recognized over a weighted average period of 1.8 years. Performance Stock Units During the year ended December 31, 2020, the Company granted 5.5 million performance stock units to certain executive officers that will be settled in cash that are subject to market-based vesting criteria as well as a three-year service condition. Vesting at the end of the three-year service period is subject to the condition that the Company’s stock price increases by a greater percentage, or decreases by a lessor percentage, than the average percentage increase or decrease, respectively, of the stock price of a peer group of companies. The market-based conditions must be met in order for the awards to vest, and it is therefore possible that no units could ultimately vest and cumulative stock compensation expense recognized for these awards would then be reduced to zero. As of December 31, 2020, there was $10.6 million of unrecognized compensation cost, which represents the unvested portion of the fair value of the performance stock units at December 31, 2020, and which will be recognized over a weighted average period of 2.5 years. Liability Awards Fair Value The fair value of the restricted stock units and performance stock units was estimated using a Monte Carlo valuation model as of the balance sheet date. The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of the Company’s common stock as well as the historical volatility of certain peer companies that are named in the award agreement for the performance stock units. The risk-free rate is based on U.S. Treasury yield curve rates with maturities consistent with the remaining vesting or performance period. The following table summarizes the key assumptions and related information used to determine the fair value of the liability awards as of December 31, 2020: Restricted stock units Performance stock units Number of simulations 10,000,000 10,000,000 Expected stock volatility 123.2 % 126.9 % Dividend yield — % — % Risk-free interest rate 0.2 % 0.1 % Shares outstanding 5,442,681 5,464,433 |