Share-Based Compensation

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

NOTE 12 — SHARE-BASED COMPENSATION

We have granted restricted stock, restricted stock units and phantom units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants (collectively, the “grantees”) under the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “2016 Plan”), and the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”). The maximum number of shares of Tellurian common stock authorized for issuance under the 2016 Plan is 40 million shares of common stock, and no further awards can be granted under the Legacy Plan.

        Upon the vesting of restricted stock, shares of common stock will be released to the grantee. Upon the vesting of restricted stock units, the units will be converted into shares of common stock and released to the grantee. In March 2018, we began issuing phantom units that may be settled in either cash, stock, or a combination thereof. As of June 30, 2020, there was no Restricted Stock that would be required to be settled in cash.

        As of June 30, 2020, we had granted approximately 24.8 million shares of performance-based Restricted Stock, of which approximately 19.4 million shares will vest entirely based upon FID, as defined in the award agreements, and approximately 4.8 million shares will vest in one-third increments at FID and the first and second anniversaries of FID. The remaining shares of performance-based Restricted Stock, totaling approximately 0.6 million shares, will vest based on other criteria. As of June 30, 2020, no expense had been recognized in connection with performance-based Restricted Stock.

        As of June 30, 2020, we had granted approximately 12.2 million shares of time-based Restricted Stock. Of the total time-based grants, approximately 9.9 million shares have not yet vested and represent the settlement of the 2019 employee bonuses, which were included in our accrued liabilities balance as of December 31, 2019, and will vest in their entirety by May 31, 2021. The majority of the remaining shares were granted in connection with the Reorganization Plan we undertook and approximately 1.6 million have not yet vested and will vest in their entirety by September 30, 2020. For further information about the Reorganization Plan, see Note 8, Accrued and Other Liabilities.

        For the three and six months ended June 30, 2020, the recognized share-based compensation expense related to all share-based awards totaled approximately $0.6 million and $1.2 million, respectively. As of June 30, 2020, unrecognized compensation expense, based on the grant date fair value, for all share-based awards totaled approximately $193.4 million. Further, the approximately 37.0 million shares of performance-based and time-based Restricted Stock, as well as approximately 1.4 million stock options outstanding, have been excluded from the computation of diluted loss per share because including them in the computation would have been antidilutive for the periods presented.