Share-Based and Unit-Based Compensation | Share-Based and Unit-Based Compensation 2021 Incentive Plan Our 2021 Omnibus Incentive Plan, as amended (the “2021 Incentive Plan”), became effective on the Closing Date with the approval of VIH’s shareholders and the Board of Directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to employees, non-employee directors and consultants. There were initially 1,032,677 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, stock appreciation rights, restricted shares, restricted stock units ("RSUs"), performance stock units ("PSUs"), dividend equivalent rights and other share-based awards. On June 6, 2023, the 2021 Incentive Plan was amended to increase by 1,063,618 shares the number of authorized shares of Class A Common Stock available for issuance for a new aggregate total of 2,096,295 shares authorized. No award may vest earlier than the first anniversary of the date of grant, subject to limited conditions. Share-Based Compensation Expense During the three months ended March 31, 2024 and March 31, 2023, we granted 482,599 and 180,454 RSUs, respectively, to employees and directors. During the three months ended March 31, 2024 and March 31, 2023, respectively, we did not grant any PSUs. We recorded $7.7 million and $5.9 million of share-based compensation expense related to RSUs for the three months ended March 31, 2024 and March 31, 2023, respectively. We recorded $0.3 million and $1.4 million of share-based compensation expense related to PSUs for the three months ended March 31, 2024 and March 31, 2023, respectively. Share-based compensation expense for both RSUs and PSUs, except for share-based compensation expense related to the Company's restructuring efforts discussed below, is included in “Compensation and benefits” in the consolidated statements of operations. Unrecognized compensation expense as of March 31, 2024 and December 31, 2023 was $11.5 million and $14.3 million, respectively, for the RSUs and PSUs. The unrecognized compensation expense as of March 31, 2024 and December 31, 2023 will be recognized over a weighted-average period of 1.90 years and 1.38 years, respectively. RSU and PSU Activity The following tables summarize RSU and PSU activity under the 2021 Incentive Plan for the three months ended March 31, 2024 and March 31, 2023 (in thousands, except per unit data): RSUs and PSUs Number of RSUs and PSUs Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 551 2.05 $ 101.25 Granted 180 $ 37.00 $ 6,600 Forfeited (30) Vested (98) Outstanding as of March 31, 2023 603 2.02 $ 82.00 Outstanding as of December 31, 2023 521 1.38 $ 69.75 Granted 482 $ 11.50 $ 5,527 Forfeited (77) Vested (233) Outstanding as of March 31, 2024 693 1.90 $ 27.25 During the three months ended March 31, 2024 and March 31, 2023, we recorded $4.9 million and $2.1 million, respectively, of share-based compensation expense related to the accelerated vesting of awards for certain employees, primarily related to the termination of a former executive. Acceleration of share-based compensation expense related to our restructuring efforts is included in “Restructuring expenses” in the consolidated statements of operations. We also recorded reversal of share-based compensation expense of $0.1 million and $0.3 million during the three months ended March 31, 2024 and March 31, 2023, respectively, for forfeitures related to the termination of employees. Total fair value of vested RSU and PSU awards was $4.8 million and $4.5 million for the three months ended March 31, 2024 and March 31, 2023, respectively. The fair value of the RSUs and PSUs used in determining share-based compensation expense is based on the closing price of our common stock on the grant date. PSUs provide an opportunity for the recipient to receive a number of shares of our Class A Common Stock based on various performance metrics. Upon vesting, each performance stock unit equals one share of Class A Common Stock of the Company. We accrue compensation expense for the PSUs based on our assessment of the probable outcome of the performance conditions. The metrics for PSUs granted during 2022 relate to our performance during fiscal years 2022, 2023 and 2024, as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of each year’s performance goals. PSUs granted in 2022 vest in three equal annual installments, subject to a catch-up provision over the three annual performance targets. The metrics for PSUs granted during 2023 relate to our performance during fiscal year 2023, as measured against objective performance goals approved by the Board. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of the 2023 performance goals. PSUs granted in 2023 vest in three equal annual installments from 2024 to 2026. Opco Plan Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. Opco classifies incentive units as equity awards on its consolidated balance sheets. Participation units, issued directly by Opco to Opco Plan participants, do not represent an ownership interest in Opco but rather provide Opco Plan participants the contractual right to participate in the value of Opco, if any, through either a cash payment or issuance of Class A Common Stock upon the occurrence of certain events following vesting of the participation units. Refer to Note 11 to our consolidated financial statements included in our Form 10-K where the modifications to the Opco Plan are described in detail. Upon consummation of the VIH Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 698,934 common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 participation units. Opco preferred incentive units and common incentive units outstanding prior to the VIH Business Combination, as well as participation units, were not impacted by the Reverse Stock Split discussed in Note 2, therefore these amounts are presented without consideration of the Reverse Stock Split Ratio. Contemporaneously with the conversion, approximately one-third of the awards in the Opco Plan vested. The second tranche vested on the one-year anniversary of the Closing Date and the third tranche vested on the two-year anniversary of the Closing Date, although under the terms of the Opco Plan, employees who are terminated without cause after the Closing Date will vest in the unvested portion of their awards immediately upon their termination date. There has not been, and will not be, any additional awards made under the Opco Plan following the VIH Business Combination. Unit-Based Compensation Expense Unit-based compensation expense for the three months ended March 31, 2023, was as follows (in thousands): Type of unit Three Months Ended Common incentive unit $ 542 Participation unit 138 Total $ 680 As of December 31, 2023, all Common Incentive Units and Participation Units had vested or been forfeited and there was no unrecognized unit-based compensation expense. Incentive Unit Activity The following table summarizes common incentive unit activity under the Opco Plan for the three months ended March 31, 2023 and March 31, 2024 (in thousands, except per unit data): Common Incentive Units Number of Common Incentive Units Weighted Average Remaining Contractual Term (years) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding as of December 31, 2022 332 0.79 $ 157.50 $ 67,635 Granted — Forfeited — Exchanged (8) Outstanding as of March 31, 2023 324 0.54 $ 157.50 $ 65,980 Outstanding as of December 31, 2023 309 0 $ 166.75 $ 51,467 Granted — Forfeited — Exchanged (5) Outstanding as of March 31, 2024 304 0 $ 166.75 $ 50,677 There were no participation units granted during the three months ended March 31, 2023. We made cash payments of less than $0.1 million to settle vested participation units during the three months ended March 31, 2023. Determination of Fair Value The fair value of incentive and participation units granted is calculated through a Monte Carlo simulation based on various outcomes. Opco determined that a Monte Carlo simulation was an appropriate estimation model because of the market conditions associated with the vesting of the units. The determination of the fair value of the units is affected by Opco’s stock price and certain assumptions such as Opco’s expected stock price volatility over the term of the units, risk-free interest rates, and expected dividends, which are determined as follows: • Expected term – The expected term represents the period that a unit is expected to be outstanding. • Volatility – Opco has limited historical data available to derive its own stock price volatility. As such, Opco estimates stock price volatility based on the average historic price volatility of comparable public industry peers. • Risk-free interest rate – The risk-free rate is based on the U.S. Treasury yield curve in effect on the grant date for securities with similar expected terms to the term of Opco’s incentive units. • Expected dividends – Expected dividends is assumed to be zero as Opco has not paid and does not expect to pay cash dividends or non-liquidating distributions. • Discount for lack of marketability – an estimated two-year time to exit Predecessor awards and the six-month lock-up restriction on Successor awards is reflected as a discount for lack of marketability estimated using the Finnerty model. |