Share-Based Compensation and Other Benefit Plans

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation and Other Benefit Plans

Share-Based Compensation

We recognize share-based compensation expense related to our share-based compensation plans as a component of G&A expenses in our Condensed Consolidated Statements of Operations.

We reserved a total of 1,424,600 shares of common stock for issuance under the Penn Virginia Corporation Management Incentive Plan (the “Plan”) for share-based compensation awards. A total of 584,497 RSUs and 201,491 PRSUs have been granted to employees and directors under the Plan through September 30, 2020. Additionally, in the third quarter of 2020, 57,500 RSUs and 57,500 PRSUs were issued outside the Plan to Mr. Henke as an inducement award upon his appointment as our President and CEO. As of September 30, 2020, a total of 319,280 RSUs and 186,595 PRSUs are unvested and outstanding.

We recognized $0.8 million and $2.6 million of expense attributable to the RSUs and PRSUs for the three and nine months ended September 30, 2020, respectively and $1.0 million and $3.1 million for the three and nine months ended September 30, 2019, respectively.

A total of 281,382 RSUs were granted during the nine months ended September 30, 2020 with an average grant-date fair value of $4.49. A total of 9,707 RSUs were granted during the nine months ended September 30, 2019 with an average grant-date fair value of $30.65. The RSUs are being charged to expense on a straight-line basis over a range of less than one to five years. In the nine months ended September 30, 2020 and 2019, 45,435 and 42,534 shares were issued upon vesting/settlement of RSUs, net of shares withheld for income taxes, respectively.

During the nine months ended September 30, 2020, 145,399 PRSUs were granted. No PRSUs were granted during the nine months ended September 30, 2019. PRSUs were granted collectively in two to three separate tranches with individual three-year performance periods beginning in January 2017, 2018 and 2019, respectively for the pre-2019 grants. For the 2019 and March 2020 grants, the performance period is 2020 through 2022. The performance period for Mr. Henke’s August 2021 PRSU inducement grant is 2021 through 2023. Vesting of the PRSUs can range from zero to 200 percent of the original grant based on the performance of our common stock relative to an industry index or, for the 2019 and 2020 grants, a defined peer group. Due to their market condition, the PRSUs are being charged to expense using graded vesting over a maximum of five years. The fair value of each PRSU award was estimated on their applicable grant date using a Monte Carlo simulation with a range of $47.70 to $65.28 per PRSU for the 2017 grants, $34.02 per PRSU for the 2019 grants and $2.40 to $16.02 per PRSU for the 2020 grants. In the nine months ended September 30, 2020, 19,402 shares were issued upon settlement of PRSUs, net of shares withheld for income taxes.

The ranges for the assumptions used in the Monte Carlo model for the PRSUs granted during 2020, 2019 and 2017 are presented as follows:


	2020		2019		2017
Expected volatility	101.32% to 117.71%		49.9	%	59.63% to 62.18%
Dividend yield	0.0	%	0.0	%	0.0	%
Risk-free interest rate	0.18% to 0.51%		1.66	%	1.44% to 1.51%

Other Benefit Plans

We maintain the Penn Virginia Corporation and Affiliated Companies Employees 401(k) Plan (the “401(k) Plan”), a defined contribution plan, which covers substantially all of our employees. We recognized $0.1 million and $0.5 million of expense attributable to the 401(k) Plan for the three and nine months ended September 30, 2020, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2019, respectively. The charges for the 401(k) Plan are recorded as a component of G&A expenses in our Condensed Consolidated Statements of Operation.

We maintain unqualified legacy defined benefit pension and defined benefit postretirement plans that cover a limited number of former employees, all of whom retired prior to 2000. The combined expense recognized with respect to these plans was less than $0.1 million for each of the three and nine months ended September 30, 2020 and 2019. The charges for these plans are recorded as a component of “Other income (expense)” in our Condensed Consolidated Statements of Operation.