Share-Based Compensation | Share-Based Compensation Long Term Incentive Plan In connection with the IPO, Brigham Minerals adopted the Brigham Minerals, Inc. 2019 Long Term Incentive Plan (“LTIP”) for employees, consultants and directors who perform services for Brigham Minerals. The LTIP provides for issuance of awards based on shares of Class A common stock. Brigham Minerals has issued restricted stock awards ("RSAs"), restricted stock units subject to time-based vesting ("RSUs") and restricted stock units subject to performance-based vesting ("PSUs") under the LTIP. The shares to be delivered under the LTIP shall be made available from (i) authorized but unissued shares, (ii) shares held as treasury stock or (iii) previously issued shares reacquired by Brigham Minerals including shares purchased on the open market. A total of 5,999,600 shares of Class A common stock have been authorized for issuance under the LTIP. At June 30, 2022, 4,437,697 shares of Class A common stock remained available for future issuances upon vesting of equity awards. Currently, all RSUs and PSUs granted under the LTIP are entitled to receive dividend equivalent rights (“DERs”), which entitle holders of RSUs and PSUs to the same dividend value per share as holders of the Company's Class A common stock. Such DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs. DERs are accumulated and paid when the underlying shares vest. The fair value of the RSU awards granted with the right to receive DERs are generally based on the trading price of the Company’s Class A common stock as of the date of grant. Brigham Minerals accounts for the awards granted under the LTIP as compensation cost measured at the fair value of the award on the date of grant. Brigham Minerals accounts for forfeitures as they occur. The Company has granted RSAs to certain employees, which are grants of shares of Class A common stock subject to a risk of forfeiture and restrictions on transferability. The share-based compensation expense of such RSAs was determined using the closing price of Class A common stock on April 23, 2019, the date of grant, of $21.25. On April 23, 2019, 312,189 RSAs were granted and 152,742 RSAs held by former employees of the Company vested immediately. The RSAs generally vested in one-third increments on each of April 23, 2020, 2021 and 2022. The following table summarizes activity related to RSAs for the six months ended June 30, 2022. Restricted Stock Awards Number of RSAs Grant Date Fair Value Unvested at January 1, 2022 30,433 $ 21.25 Vested (28,710) $ 21.25 Forfeited (1,723) $ 21.25 Unvested at June 30, 2022 — The Company has granted RSUs to certain employees and directors, which represent the right to receive shares of Class A common stock at the end of the vesting period in an amount equal to the number of RSUs that vest. The RSUs issued to employees generally vest in one-third increments over a three-year period and RSUs issued to directors vest in one year from the date of grant. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to Brigham Minerals prior to the date the award vests. The share-based compensation cost of such RSUs was determined using the closing price on the applicable date of grant, which is then applied to the total number of RSUs granted. The following table summarizes activity related to RSUs for the six months ended June 30, 2022. Restricted Stock Units Number of RSUs Weighted-Average Grant Date Fair Value Unvested at January 1, 2022 553,976 $ 16.55 Granted (1) 382,248 $ 24.59 Vested (46,037) $ 18.47 Forfeited (72,084) $ 16.87 Unvested at June 30, 2022 818,103 $ 20.17 (1) Valued at a weighted-average grant date fair value. The Company has granted PSUs to certain officers and managers, which vest based on continuous employment and satisfaction of a market condition based on the absolute total stockholder return of the Company’s common stock, including paid dividends, over an approximate three-year performance period. The terms and conditions of the PSUs allow for vesting of the awards ranging between 0% (or forfeiture) and 200% of target. In addition, the number of PSUs earned may be adjusted based on our relative TSR as compared to a benchmarking peer group over the three-year performance period. Expense related to these PSUs is recognized on a straight-line basis over the length of the applicable performance period. All compensation cost related to the market-based awards will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. The grant date fair value of such PSUs was determined using a Monte Carlo simulation model that utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. Expected volatilities in the model were estimated on the basis of historical volatility of a group of publicly traded oil and gas companies with a performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant. The following table summarizes activity related to PSUs for the six months ended June 30, 2022: Performance-Based Restricted Stock Units Target PSUs Grant Date Fair Value Unvested at January 1, 2022 906,643 $ 11.94 Granted 295,846 $ 11.93 Forfeited (58,938) $ 13.41 Unvested at June 30, 2022 1,143,551 $ 11.86 Short Term Incentive Plan During 2022, the Company implemented a short term incentive plan (the “STIP”) for executives and certain other employees who perform services for the Company. The STIP is based on quantitative and qualitative metrics that are key drivers of shareholder value. Each STIP participant was assigned a target award opportunity expressed as a percentage of base salary and the awards allow for attainment ranging between 0% and 150% of target. Award attainment is based on the achievement of various financial, operational and other strategic metrics. If earned, the STIP awards will be paid in cash at the completion of the plan year for all employees other than the CEO. The CEO's STIP awards will be paid out in the form of shares of our Class A common stock, rather than cash, with such award subject to a one-year vesting period. As the STIP awards to be settled in shares of our Class A common stock will consist of a variable number of shares based on the award attainment at the completion of the plan year and the fair market value of our Class A common stock, we will initially account for these awards as liabilities with performance conditions. Once the number of shares to be issued has been fixed, the awards will be reclassified to equity. Expense for awards with performance conditions is only recognized when achievement of the performance target is deemed probable. The expense to be recognized is based on the Company’s best estimate of probable attainment at the end of each reporting period prorated for the portion of the requisite service period rendered. The target attainment for the STIP awards for the year ended December 31, 2022 is $2.4 million, of which $0.5 million is expected to be settled in shares of the Company's Class A common stock. During the three and six months ended June 30, 2022, the Company accrued $0.5 million and $1.0 million, respectively, related to the STIP awards. Share-Based Compensation Expense Share-based compensation expense is included in general and administrative expense in the Company's condensed consolidated statements of operations included within this Quarterly Report. Share-based compensation expense recorded for each type of share-based compensation award for the three and six months ended June 30, 2022 and 2021 is summarized in the table below (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Incentive units (1) $ 178 $ 178 $ 356 $ 356 RSAs (1) 39 163 164 297 RSUs (1) 2,127 2,534 3,553 5,076 PSUs (2) 1,173 1,534 2,147 2,613 STIP awards (3) 67 — 75 — Capitalized share-based compensation (4) (1,625) (1,854) (2,855) (3,487) Total share-based compensation expense $ 1,959 $ 2,555 $ 3,440 $ 4,855 (1) Share-based compensation expense relating to Incentive Units, RSAs and RSUs with ratable vesting is recognized on a straight-line basis over the requisite service period for the entire award. (2) Share-based compensation expense relating to PSUs with cliff-vesting is recognized on a straight-line basis over the performance period for the entire award. (3) Share-based compensation expense relating to STIP awards to be settled in shares of our Class A common stock is recognized on a straight-line basis over the requisite service period for the entire award. (4) During the three and six months ended June 30, 2022, Brigham Minerals capitalized $0.3 million and $0.9 million, respectively, of share-based compensation cost to unevaluated property, $1.2 million and $1.9 million, respectively, of share-based compensation cost to evaluated property and $0.1 million of share-based compensation cost to internally developed software in each period. During the three and six months ended June 30, 2021, Brigham Minerals capitalized $0.6 million and $1.5 million, respectively, of share-based compensation cost to unevaluated property and $1.3 million and $2.0 million, respectively, of share-based compensation cost to evaluated property. Future Share-Based Compensation Expense The following table reflects the future share-based compensation expense expected to be recorded for the share-based compensation awards that were outstanding at June 30, 2022, a portion of which will be capitalized (in thousands): Incentive Units RSUs PSUs STIP Awards Total 2022 $ 178 $ 4,299 $ 2,375 $ 135 $ 6,987 2023 — 5,627 3,877 268 9,772 2024 — 2,749 1,179 57 3,985 2025 — 593 254 — 847 Total $ 178 $ 13,268 $ 7,685 $ 460 $ 21,591 |