Note 12 - Share-based Compensation

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

We have granted shares of Company common stock, restricted Company common stock and restricted stock units to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan.

Total share-based compensation consisted of the following (in thousands):

	Year Ended
	December 31,
	2022		2021
Share-based compensation expense (forfeiture):
Equity awards	$	7,472	$	(4,541	)
Liability awards		—		—
Total share-based compensation (forfeiture)		7,472		(4,541	)
Capitalized share-based compensation		—		228
Total share-based compensation expense (forfeiture)	$	7,472	$	(4,313	)

Certain employee arrangements provided for cash bonuses upon a positive FID on the Terminal (the “FID Bonus”). In January 2018, the Compensation Committee of the Board of Directors approved, and certain employees party to such arrangements accepted, an amendment to such arrangements whereby the FID Bonuses would be settled in shares of Company common stock equal to 110% of the FID Bonus. The associated liability for FID Bonuses to be settled in shares of Company common stock of $0.2 million is included in accrued liabilities and other current liabilities in our Consolidated Balance Sheets at each of  December 31, 2022 and 2021.

The total unrecognized compensation costs at  December 31, 2022 relating to equity-classified awards were $48.1 million, which is expected to be recognized over a weighted average period of 1.5 years.

Restricted Stock Awards

Restricted stock awards are awards of Company common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient’s employment with the Company is terminated prior to the lapse of the restrictions. Restricted stock awards vest based on service conditions and/or performance conditions. The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense, or capitalized, depending on the nature of the services provided by the employee, with a corresponding increase to additional-paid-in-capital over the requisite service period.

Grants of restricted stock to employees, non-employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of our common stock on the grant date. 

The table below provides a summary of our restricted stock awards outstanding as of  December 31, 2022 and changes during the year ended  December 31, 2022 (in thousands, except for per share information): 

	Shares			Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2022		3,038		$	5.88
Granted		217			2.21
Vested		(1,507	)		4.29
Forfeited		(665	)		5.81
Non-vested at December 31, 2022		1,083		$	7.51

Restricted Stock Units and Performance Stock Units

Restricted stock units are stock awards that vest over a service period of one, two, or three years and entitle the holder to receive shares of our common stock upon vesting, subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. Certain performance stock units provide for cliff vesting after a period of three years with payouts based upon market conditions achieved over the defined performance period compared to pre-established performance targets. The settlement amounts of the awards are based on market conditions consisting of total shareholder return (“TSR”) and relative total shareholder return (“RTSR”) of our common stock. 

Where applicable, the compensation for performance stock units containing market conditions of TSR and RTSR are based on a fair value using a Monte Carlo simulation as of the grant date, which utilizes level 3 inputs such as projected stock volatility and projected risk-free rates and remains constant through the vesting period. The number of shares that may be earned at the end of the vesting period ranges from 0% up to 100% of the target award amount. Both restricted stock units and performance stock units will be settled in Company common stock (on a one-for-one basis) and are classified as equity awards.

The table below provides a summary of our restricted stock units outstanding as of  December 31, 2022 and changes during the year ended  December 31, 2022 (in thousands, except for per share information):

	Shares			Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2022		7,104			3.31
Granted		6,106			6.52
Vested		(1,261	)		6.17
Forfeited		(1,645	)		3.61
Non-vested at December 31, 2022		10,304		$	4.82