Share-based Compensation

3 Months Ended

Mar. 31, 2018

Note 7 — Share-based Compensation

We have granted shares of Company common stock and restricted stock to employees, consultants and a non-employee director under the 2017 Omnibus Incentive Plan (the “2017 Plan”) and in connection with the special of meeting of stockholders on July 24, 2017.

In January 2018, our Nominating, Governance, and Compensation Committee of our Board of Directors (the “NCGC Committee”) granted 0.1 million fully-vested shares of Company common stock and 2.1 million shares of restricted common stock awards (the “Restricted Stock Awards”) to employees, consultants and a non-employee director of the Company under the 2017 Plan. The Restricted Stock Awards are comprised of (i) approximately 1.7 million shares of restricted common stock that vest upon the achievement of certain Company milestones (the “Company Milestones”) and (ii) approximately 0.4 million shares of restricted common stock that vest ratably over a three-year service period. The Company Milestones consist of (i) the execution of an engineering, procurement and construction contract, (ii) the execution of binding LNG sale and purchase or tolling agreements for aggregate 3.825 million tons per annum, (iii) the receipt of a final environmental impact statement issued by the Federal Energy Regulatory Commission, and (iv) reaching a positive final investment decision in the Project.

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


	Three months ended
	March 31,
	2018		2017
Share-based compensation:
Equity awards	$	12,440	$	—
Liability awards		(47)		—
Total share-based compensation		12,393		—
Capitalized share-based compensation		(159)		—
Total share-based compensation expense	$	12,234	$	—

Certain employee contracts provided for cash bonuses upon a positive FID in the Project (the “FID bonus”). In January 2018, the NCGC Committee approved, and certain employees party to such contracts accepted, an amendment to such contracts 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 common stock of $1.0 million is included in non-current share-based compensation liabilities in our Consolidated Balance Sheets at March 31, 2018.