EQUITY-BASED COMPENSATION | NOTE L—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 and amended and restated effective May 12, 2022. 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 nine months ended September 30, 2022: Number of Weighted Weighted Outstanding at December 31, 2021 666,718 $ 30.84 2.4 years Granted — $ — Exercised (90,000) $ 10.61 Forfeited — $ — Expired (55,695) $ 18.42 Outstanding at September 30, 2022 521,023 $ 35.67 2.2 years Exercisable at September 30, 2022 521,023 $ 35.67 2.2 years There were no grants of stock options during the three and nine months ended September 30, 2022 and 2021. The following table summarizes stock option exercise activity: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Options exercised (in actual shares) 40,000 — 90,000 10,164 Intrinsic value of options exercised (in thousands) $ 167 $ — $ 613 $ 44 Cash received from options exercised (in thousands) $ 423 $ — $ 956 $ 105 Tax benefit realized from options exercised (in thousands) $ 40 $ — $ 148 $ 11 As of September 30, 2022 and 2021, 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 nine months ended September 30, 2022: Number of Shares Grant Date Weighted Unvested, December 31, 2021 1,144,310 $ 8.37 Granted 642,333 $ 10.44 Vested (235,790) $ 9.88 Forfeited (24,045) $ 9.83 Unvested, September 30, 2022 1,526,808 $ 8.98 We granted 11,621 and 642,333 restricted stock and restricted stock unit awards during the three and nine months ended September 30, 2022, respectively. We granted 53,383 and 748,844 restricted stock and restricted stock units during the three and nine months ended September 30, 2021, respectively. The fair value of the awards was based on the market price of our stock at date of grant. We recognized $1.8 million and $5.2 million of equity-based compensation expense related to restricted stock and restricted stock units during the three and nine months ended September 30, 2022, respectively. We recognized $1.7 million and $5.0 million of equity-based compensation expense related to restricted stock and restricted stock units during the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, there was $8.8 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 1.8 years. We also granted cash awards during the three months ended March 31, 2020. These awards will vest over a period of three years and will be settled in cash. As such, these awards have been classified as liability instruments. We recognized $0.2 million and $0.6 million of expense related to these awards for the three and nine months ended September 30, 2022, respectively. We recognized $39.0 thousand and $0.6 million of expense related to these awards for the three and nine months ended September 30, 2021, respectively. The liability for these awards is included in accounts payable and other accrued expenses on our balance sheets. These awards will be remeasured at fair value each reporting period with resulting changes reflected in our income statements. As of September 30, 2022, estimated unrecognized expense related to these awards was $0.3 million over a period of 0.4 years. Performance Share Unit Awards The following table summarizes the status of, and changes in, our performance share unit awards during the nine months ended September 30, 2022: Number of Shares Grant Date Weighted Unvested, December 31, 2021 1,914,589 $ 9.77 Granted 920,681 $ 11.79 Vested (497,401) $ 14.56 Forfeited/Cancelled (34,079) $ 11.33 Unvested, September 30, 2022 2,303,790 $ 9.52 We granted zero and 920,681 performance share unit awards during the three and nine months ended September 30, 2022, respectively. We granted zero and 776,153 performance share unit awards during the three and nine months ended September 30, 2021, 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 $11.79 and $11.52 for the nine months ended September 30, 2022 and 2021, 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, 2022 through December 31, 2024 for the 2022 grant, January 1, 2021 through December 31, 2023 for the 2021 grant, and from January 1, 2020 through December 31, 2022 for the 2020 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 $2.9 million and $8.6 million of compensation expense related to performance share unit awards during the three and nine months ended September 30, 2022, respectively. We recognized $3.8 million and $8.4 million of compensation expense related to performance share unit awards during the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, there was $10.6 million of unrecognized compensation expense related to these performance share unit awards, 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 will vest over a period of three years and will be settled in cash. As such, these awards have been classified as liability instruments. We recognized $0.8 million and $0.5 million of expense related to these awards for the nine months ended September 30, 2022 and 2021, respectively. The liability for these awards is included in accounts payable and other accrued expenses on our balance sheets. These awards will be remeasured at fair value each reporting period with resulting changes reflected in our income statements. As of September 30, 2022, estimated unrecognized expense related to these awards was $0.2 million over a period of 0.4 years. |